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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended December 31, 2007

[ ] 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.(Name of small business issuer in its charter)

|Washington                                                           | 98-0335259                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|1155 - 20th Street, West Vancouver, British                          |                                     
|Columbia, Canada                                                     | V7V 3Z4                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number 604.926.4300

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

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

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

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Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

State issuers revenues for its most recent fiscal year.
$Nil

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

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

6,213,000 common shares @ $0.25(1)= $1,553,250

|(1) | The aggregate market value as determined by the average
      of bid and ask closing prices is inapplicable due to the fact that 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 share in November 2000.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

12,538,000 common shares issued and outstanding as of March
15, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X].

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3

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors, that may cause our companys or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles.

In this annual report, unless otherwise specified, all
references to common shares refer to the common shares of our capital
stock.

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

Corporate History

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.

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.

Our companys first acquisition occurred on December 8, 2000,
when we purchased an option to acquire an interest in the mineral claim known as
the Holy Cross mineral claim. We were unable to maintain our interest in this
mineral claim, however, due to our inability to raise the financing necessary to
cover exploration costs of the property. Subsequent to losing our interest in
this mineral claim, we entered into negotiations with a group of investors based
in Texas to collectively pursue the acquisition of prospective oil and gas
properties.

On June 19, 2003, we entered into an agreement with Jerry Clay
to participate in the re-entry and potential production of a natural gas well in
the Tennessee Colony East (Rodessa) Field located in Anderson County, Texas. The
well is known as the LNR No. 1 Well and is located on 527.23 acres of property
in Anderson County, Texas. Production from the property was subject to royalty
payments and overriding royalty interests totalling no more than 25% of the
natural gas production from the property.

At the time of the transaction, Jerry Clay controlled 11/12ths
of the undivided mineral interest in the property. Under the terms of the
agreement, we agreed to pay for two-thirds (66.66%) of 11/12ths of the costs
attributable to

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re-entering the LNR No. 1 Well and connecting it to a
neighbouring pipeline. Arcadia Exploration and Development Company, an
independent operating company, who also agreed to carry out the development
work, agreed to pay the remaining costs of the 11/12ths interest. The agreement
also provided that we would pay up-front leasehold costs of $30,250. In
consideration for this undertaking, we were to receive a 50% working interest in
the well, subject to the 25% royalty interests. The interest represented a
six-sixteenths (6/16th) net revenue interest in the well.

We undertook the re-entry drilling program on the well in the
third quarter of fiscal 2003 with the objective of commencing gas production
from the well. The objective of the re-entry program was to re-enter the well,
drill out the cement plugs, re-perforate the targeted Rodessa formation and flow
test the well. Our proportionate share of the cost of the drilling and re-entry
program was $192,350. The drilling program was not successful due to
difficulties encountered in gaining access to the targeted Rodessa formation. As
a result of these difficulties, we determined to abandon the drilling program at
the end of September 2003.

Following the abandonment of our drilling program, we entered
into an agreement with Jerry H. Clay, who controlled the remaining 11/12ths
interest in the well. Following negotiations with Mr. Clay, and subject to a
right of Mr. Clay to participate in the drilling of a new well on the property,
Mr. Clay agreed to assume all liabilities associated with plugging and
abandoning the well.

Our Current Business

We are 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. 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 several parties 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.

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.

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.

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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. As we currently do not own an
interest in a mineral or oil and gas property, we compete with other companies
for both the acquisition of prospective properties and the financing necessary
to develop such properties.

We conduct our business in an environment that is highly
competitive and unpredictable. In seeking out prospective properties, 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. In addition, they may be able to afford greater geological
expertise in the exploration and exploitation of mineral and oil and gas
properties. This competition could result in our competitors having resource
properties of greater quality and attracting prospective investors to finance
the development of such properties 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. If we are
successful in acquiring a property interest, 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 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.

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.

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Employees

We have no employees other than our sole officer and director,
J. Stephen Barley. We anticipate that we will be conducting most of our business
through agreements with consultants and third parties. Our sole officer and
director does not have an employment agreement with us.

RISK FACTORS

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 $1,234 and a working capital
deficit of $545,891 as of December 31, 2007. We do not have sufficient funds to
independently finance the acquisition and development of prospective mineral and
oil and gas properties, 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,
acquire and develop a prospective property. Obtaining additional financing is
subject to a number of factors, including market prices for minerals and oil and
gas, investor acceptance of any property we may acquire in the future, and
investor sentiment. Financing, therefore, may not be available on acceptable
terms, if at all. 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. From the date of our incorporation, we have primarily
focussed 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. 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.

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.

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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.

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

While J. Stephen Barley, our sole director and executive
officer, has experience managing a mineral exploration company, he does 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 sole executive officer has other business interests, and
as a result, he may not be willing or able to devote a sufficient amount of time
to our business operations, thereby limiting the success of our company.

J. Stephen Barley presently spends approximately 15% of his
business time on business management services for our company. At present, Mr.
Barley spends a reasonable amount of time in pursuit of our companys interests.
Due to the time commitments from Mr. Barleys other business interests, however,
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. 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

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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.

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. DESCRIPTION OF PROPERTY.

We do not own any real property. Our principal business offices
are located at 1155  20th Street, West Vancouver, British Columbia, Canada V7V
3Z4. These premises are provided to us pursuant to a management agreement dated
December 1, 2000, between our company and CHM Consulting Inc., a private company
controlled by J. Stephen Barley. The management agreement was originally for a
term expiring December 31, 2001, but has been extended on a monthly basis by
agreement dated January 1, 2002, between our company and Mr. Barley. Our company
currently pays $750 per month for our use of these premises and for additional
management and administrative services provided by CHM Consulting Inc. We
believe that our current lease arrangements provide adequate space for our
foreseeable future needs.

ITEM 3. LEGAL PROCEEDINGS.

Our company is not a party to any pending legal proceeding and
no legal proceeding is contemplated or threatened as of the date of this annual
report.

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

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Our common shares are quoted on the Over-The-Counter Bulletin
Board under the trading symbol TCAY.OB. Our shares have been quoted on the
Over-The-Counter Bulletin Board since October, 2001. There have been no trades
in our shares of common stock since January 1, 2003.

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9

As of March 15, 2008, there were 42 holders of record of our
common stock. As of such date, 12,538,000 common shares of our company were
issued and outstanding.

Dividend Policy

No cash dividends have been paid by our company on our common
stock. We anticipate that our companys future earnings will be retained to
finance the continuing development of our business. The payment of any future
dividends will be at the discretion of our companys board of directors and will
depend upon, among other things, future earnings, any contractual restrictions,
the success of business activity, regulatory and corporate law requirements and
the general financial condition of our company.

Recent Sales of Unregistered Securities

None.

Equity Compensation Plan Information

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

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, 2007.

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

The following is a discussion and analysis of our plan of
operation for the next year ended December 31, 2008, and the factors that could
affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with
our financial statements and the notes thereto included elsewhere in this annual
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see our note on forward-looking statements and Risk Factors for a list
of our risk factors.

Plan of Operation

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. 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 several parties 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 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.

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10

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 mineral or oil and gas properties or
      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. | $9,000 for management, administrative and leasing costs
      payable pursuant to the terms of the management agreement with C.H.M.
      Consulting 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 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 $44,000 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 $1,234 and a
working capital deficit in the amount of $545,891 as of December 31, 2007, we do
not have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. 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.

Liquidity And Capital Resources

We had cash of $1,234 as of December 31, 2007 compared to cash
of $396 as of December 31, 2006. We had a working capital deficit of $545,891 as
of December 31, 2007 compared to a working capital deficit of $471,700 as of
December 31, 2006. The majority of the deficit is due to a $196,050 promissory
note which bore interest at 8% per annum and was repayable in full on January
28, 2004. Our company has entered into various loan extension agreements since
the initial due date, including a balloon payout amount of $25,000. Interest
expensed for the year ended December 31, 2007 was $18,939. We financed our
operations during our first, second, third and fourth quarter through borrowing
additional funds for working capital.

Product Research and Development

We do not anticipate that we will spend any significant monies
on research and development over the twelve month period ending December 31,
2008.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending December 31, 2008.

Off-Balance Sheet Arrangements

As of December 31, 2007, our company had no off-balance sheet
arrangements, including any outstanding derivative financial statements,
off-balance sheet guarantees, interest rate swap transactions or foreign
currency contracts. Our company does not engage in trading activities involving
non-exchange traded contracts.

---

11

Employees

We currently have no employees, other than our sole executive
officer, J. Stephen Barley, and we do not expect to hire any employees in the
foreseeable future. We presently conduct our business through agreements with
consultants and arms-length third parties.

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, 2007, 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, acquiring and developing a mineral or oil and gas property, 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 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) | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company complies with Financial Accounting Standards
      Board (FASB) Statement No. 7, and Securities and Exchange Commission Act
      Guide 7 in its characterization as an exploration stage company.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | Mineral Property Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Costs of acquisition, exploration, carrying and retaining
      unproven mineral properties are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | c) | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Environmental expenditures that relate to current
      operations are expensed or capitalized as appropriate. Expenditures that
      relate to an existing condition caused by past operations, and which do
      not contribute to current or future revenue generation, are expensed.
      Liabilities are recorded when environmental assessments and/or remedial
      efforts are probable, and the cost can be reasonably estimated. Generally,
      the timing of these accruals coincides with the earlier of completion of a
      feasibility study or the Companys commitments to a plan of action based
      on the then known facts.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | d) | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company has adopted Statement of Financial Accounting
      Standards (SFAS) No. 143  Accounting for Asset Retirement
      Obligations, which requires that an asset retirement obligation (ARO)
      associated with the retirement of a tangible long-lived asset be
      recognized as a liability in the period which it is incurred and becomes
      determinable, with an offsetting increase in the carrying amount of the
      associated asset.                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The cost of the tangible asset, including the initially
      recognized ARO, is depleted, such that the cost of the ARO is recognized
      over the useful life of the asset. The ARO is recorded at fair value, and
      accretion expense is recognized over time as the discounted liability is
      accreted to its expected settlement value. The fair value
  of                                                                                                                                                                                                                                                                              

---

12

the ARO is measured using expected
future cash flow, discounted at the Companys credit-adjusted risk-free interest
rate. To date, no significant asset retirement obligation exists due to the
early stage of exploration. Accordingly, no liability has been recorded.

| | e) | Asset Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Long-lived assets are tested for recoverability whenever
      events or changes in circumstances indicate the carrying amount may not be
      recoverable, pursuant to guidance established in SFAS No. 144, Accounting
      for the Impairment or Disposal of Long-lived Assets (SFAS No. 144). The
      Company determines impairment by comparing the undiscounted future cash
      flows estimated to be generated by its assets to their respective carrying
      amounts. If impairment is deemed to exist, the assets will be written down
      to fair value.                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | f) | 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.                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | g) | 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.                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Companys functional currency is the U.S. dollar.
      Transactions in foreign currency are translated into U.S. dollars as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | i) monetary items at the rate prevailing at the balance
      sheet date; ii) non-monetary items at the historical exchange rate; iii)
      revenue and expense at the average rate in effect during the applicable
      accounting period.                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | i) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The 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.                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | j) | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The 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 the
      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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | k) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Companys financial instruments consist of cash on
      deposit, accounts payable and accrued liabilities, notes payable and
      promissory note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

13

Management of the Company does not
believe that the 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.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

In December 2007, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 110 ("SAB 110"). SAB 110 expresses SEC staff views
regarding the use of a "simplified" method, as discussed in SAB No. 107 ("SAB
107"), in developing an estimate of expected term of "plain vanilla" share
options in accordance with Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payments. SAB 110 allows a company to extend
the use of the simplified method for grants issued beyond December 31, 2007. The
Company has not determined whether or not it will elect to use the simplified
method of calculating expected term beyond December 31, 2007.

In September 2006, FASB issued SFAS No. 157, Fair Value
Measure (SFAS No. 157). This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), expands disclosures about fair value measurements, and applies under
other accounting pronouncements that require or permit fair value measurements.
SFAS No. 157 does not require any new fair value measurements. However, the FASB
anticipates that for some entities, the application of SFAS No. 157 will change
current practice. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, which for the Company is the
fiscal year beginning December 1, 2007. The Company is currently evaluating the
impact of adopting SFAS No. 157 but does not expect that it will have a
significant effect on its financial position or results of operations.

---

14

In June 2006, FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109 (FIN
48). This Interpretation clarifies the accounting for uncertainty in income
taxes recognized in an enterprises financial statements in accordance with FASB
No. 109, Accounting for Income Taxes. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. This Interpretation also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. This Interpretation is effective for fiscal years
beginning after December 15, 2006. The Company has determined that the adoption
of Statement No. 158 did not have any material impact on the Companys results
of operations or financial position.

ITEM 7. FINANCIAL STATEMENTS.

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

It is the opinion of management that the audited financial
statements for the fiscal year ended December 31, 2007 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

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

|1. | Report of Independent Registered Public Accounting Firm
      of Morgan & Company, Chartered Accountants, dated March 17,
    2008;                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                               
|2. | Balance Sheets as at December 31, 2007 and December 31,
      2006;                                                                                                                           
|   |                                                                                                                                                                                               
|3. | Statements of Operations for the years ended December 31,
      2007 and December 31, 2006 and for the cumulative period from date of
      organization October 5, 2000 to December 31, 2007;
|   |                                                                                                                                                                                               
|4. | Statements of Cash Flows for the years ended December 31,
      2007 and December 31, 2006 and for the cumulative period from date of
      organization October 5, 2000 to December 31, 2007;
|   |                                                                                                                                                                                               
|5. | Statements of Stockholders Deficiency for the period
      from inception, October 5, 2000, to December 31, 2007; and                                                                        
|   |                                                                                                                                                                                               
|6. | Notes to Financial
Statements.                                                                                                                                                                

---

15

TUSCANY MINERALS, LTD.(An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006(Stated in U.S. Dollars)

---

16



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 at December 31, 2007 and 2006, and the
  related statements of operations and cash flows for each of the two years in
  the period ended December 31, 2007, and for the cumulative period from October
  5, 2000 (date of inception) to December 31, 2007, and stockholders’ equity
  (deficiency) for the cumulative period from October 5, 2000 (date of inception)
  to December 31, 2007. These financial statements are the responsibility of the
  Company's management. Our responsibility is to express an opinion on these financial
  statements based on our 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, these financial statements present fairly,
  in all material respects, the financial position of the Company as at December
  31, 2007 and 2006, and the results of its operations and its cash flows for
  each of the two years in the period ended December 31, 2007, and for the cumulative
  period from October 5, 2000 (date of inception) to December 31, 2007, 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 17, 2008    | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|Fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

---

|17                            
|------------------------------
|                              
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in U.S. Dollars)      

|                                                             |   | DECEMBER 31 |   |   | DECEMBER 31 |  
|------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                             |   | 2007        |   |   | 2006        |  
|                                                             |   |             |   |   |             |  
|ASSETS                                                       |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Current                                                      |   |             |   |   |             |  
|Cash                                                         | $ | 1,234       |   | $ | 396         |  
|                                                             |   |             |   |   |             |  
|LIABILITIES                                                  |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Current                                                      |   |             |   |   |             |  
|Accounts payable and accrued liabilities                     | $ | 91,811      |   | $ | 83,318      |  
|Notes and accrued
      interest payable (Note 4)            |   | 153,618     |   |   | 106,020     |  
|Promissory note and accrued interest payable (Note 5)        |   | 301,696     |   |   | 282,758     |  
|                                                             |   | 547,125     |   |   | 472,096     |  
|                                                             |   |             |   |   |             |  
|STOCKHOLDERS DEFICIENCY                                     |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Capital Stock                                                |   |             |   |   |             |  
|Authorized:                                                  |   |             |   |   |             |  
|100,000,000
      voting common shares, par value $0.001 per |   |             |   |   |             |  
|share                                                        |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Issued and
      outstanding:                                |   |             |   |   |             |  
|12,538,000
      common shares                               |   | 12,538      |   |   | 12,538      |  
|                                                             |   |             |   |   |             |  
|Additional paid-in capital                                   |   | 63,462      |   |   | 63,462      |  
|                                                             |   |             |   |   |             |  
|Deficit Accumulated During The Exploration Stage             |   | (621,891    | ) |   | (547,700    | )
|                                                             |   | (545,891    | ) |   | (471,700    | )
|                                                             |   |             |   |   |             |  
|                                                             | $ | 1,234       |   | $ | 396         |  

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

---

|18                            
|------------------------------
|                              
|                              
|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, |  
|                                               |   | 2007         |   |   | 2006         |   |   | 2007              | 
|                                               |   |              |   |   |              |   |   |                   | 
|Expenses                                       |   |              |   |   |              |   |   |                   | 
|Consulting fee                                 | $ | -            |   | $ | -            |   | $ | 3,193             | 
|Filing and stock transfer fees                 |   | 1,258        |   |   | 679          |   |   | 5,291             | 
|Interest                                       |   | 27,743       |   |   | 25,022       |   |   | 128,873           | 
|Management fee                                 |   | 9,000        |   |   | 9,000        |   |   | 63,750            | 
|Mineral property exploration
      expenditure |   | -            |   |   | -            |   |   | 8,500             | 
|Mineral property option payment                |   | -            |   |   | -            |   |   | 3,428             | 
|Office and sundry                              |   | 2,388        |   |   | 598          |   |   | 5,876             | 
|Oil and gas property exploration expenditures  |   | -            |   |   | -            |   |   | 202,686           | 
|Professional fees                              |   | 33,802       |   |   | 31,862       |   |   | 161,806           | 
|Travel and business development                |   | -            |   |   | 327          |   |   | 38,488            | 
|                                               |   |              |   |   |              |   |   |                   | 
|Net Loss For
      The Period                  | $ | 74,191       |   | $ | 67,488       |   | $ | 621,891           | 
|                                               |   |              |   |   |              |   |   |                   | 
|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.

---

|19                            
|------------------------------
|                              
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Stated in U.S. Dollars)      

|                                            |   |             |   |   |              |   |   | PERIOD
      FROM |  
|------------------------------------------- | - | ----------- | - | - | ------------ | - | - | ----------------- | -
|                                            |   |             |   |   |              |   |   | DATE OF           |  
|                                            |   |             |   |   |              |   |   | INCEPTION         |  
|                                            |   |             |   |   |              |   |   | OCTOBER 5,        |  
|                                            |   | YEARS ENDED |   |   | 2000 TO      |  
|                                            |   | DECEMBER 31 |   |   | DECEMBER 31, |  
|                                            |   | 2007        |   |   | 2006         |   |   | 2007              |  
|                                            |   |             |   |   |              |   |   |                   |  
|Cash Flows Used By Operating                |   |             |   |   |              |   |   |                   |  
|Activities:                                 |   |             |   |   |              |   |   |                   |  
|Net loss for the period                     | $ | (74,191     | ) | $ | (67,488      | ) | $ | (621,891          | )
|                                            |   |             |   |   |              |   |   |                   |  
|Changes in non-cash
      operating working |   |             |   |   |              |   |   |                   |  
|capital items                               |   |             |   |   |              |   |   |                   |  
|Accounts payable and accrued                |   |             |   |   |              |   |   |                   |  
|liabilities                                 |   | 8,493       |   |   | 8,976        |   |   | 91,811            |  
|Accrued interest payable                    |   | 27,743      |   |   | 25,022       |   |   | 128,873           |  
|                                            |   | (37,955     | ) |   | (33,490      | ) |   | (401,207          | )
|                                            |   |             |   |   |              |   |   |                   |  
|Cash Flows Provided By Financing            |   |             |   |   |              |   |   |                   |  
|Activities:                                 |   |             |   |   |              |   |   |                   |  
|Notes payable                               |   | 38,793      |   |   | 33,810       |   |   | 130,391           |  
|Promissory note payable                     |   | -           |   |   | -            |   |   | 196,050           |  
|Common shares
      issued                  |   | -           |   |   | -            |   |   | 76,000            |  
|                                            |   | 38,793      |   |   | 33,810       |   |   | 402,441           |  
|                                            |   |             |   |   |              |   |   |                   |  
|Net Increase In Cash                        |   | 838         |   |   | 320          |   |   | 1,234             |  
|                                            |   |             |   |   |              |   |   |                   |  
|Cash, Beginning Of Period                   |   | 396         |   |   | 76           |   |   | -                 |  
|                                            |   |             |   |   |              |   |   |                   |  
|Cash, End Of Period                         | $ | 1,234       |   | $ | 396          |   | $ | 1,234             |  
|                                            |   |             |   |   |              |   |   |                   |  
|                                            |   |             |   |   |              |   |   |                   |  
|Supplemental Disclosure Of Cash Flow        |   |             |   |   |              |   |   |                   |  
|Information                                 |   |             |   |   |              |   |   |                   |  
|Interest paid                               | $ | -           |   | $ | -            |   | $ | -                 |  
|Income taxes paid                           | $ | -           |   | $ | -            |   | $ | -                 |  

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

---

|20                                                                
|------------------------------------------------------------------
|TUSCANY MINERALS, LTD.                                            
|(An Exploration Stage Company)                                    
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)                    
|PERIOD FROM INCEPTION, OCTOBER 5, 2000, TO DECEMBER
      31, 2007
|(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             | -            |  |   | -           |  |   | -          |  |   | (71,477     | ) |   | -               |   |   | (71,477  | )
|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  | 0            |  |   | 0           |  |   | 0          |  |   | (547,700    | ) |   | -               |   |   | (471,700 | )
|Net loss for the year             | -            |  |   | -           |  |   | -          |  |   | (74,191     | ) |   | -               |   |   | (74,191  | )
|Balance, December
      31, 2007  | 0            |  | $ | 0           |  | $ | 0          |  | $ | (621,891    | ) | $ | -               |   | $ | (545,891 | )

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

---

|21                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

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

---

|22                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(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)                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                          

---

|23                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | ------------------------------------------------------
|   |                                                       
|   | d)                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | e)                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | f)                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | g)                                                    
|   |                                                       
|   |                                                       

---

|24                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | h)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   | i)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | j)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | k)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      

---

|25                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|3. | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement
No. 115 (SFAS No. 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings cause by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is
consistent with the Boards long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of the Companys first fiscal year that begins after November 15, 2007, although earlier
adoption is permitted. As of November 30, 2007, the Company has not adopted this statement and management has not determined the effect that adopting this statement would have on the Companys financial position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No. 160"), which will change the accounting and reporting for minority interests,
which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. SFAS No. 160 is effective as of the beginning of an entitys first fiscal year beginning on or after
December 15, 2008. Earlier adoption is prohibited. Management has not determined the effect that adopting this statement would have on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be
required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the entitys first annual reporting period beginning on or after December 15, 2008. Accordingly,
any business combinations completed by the Company prior to December 1, 2009 will be recorded and disclosed following existing GAAP. Management has not determined the effect that adopting this statement would have on the Companys financial
position or results of operations.                                                                                                                                                                                                                

---

|26                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110 ("SAB 110"). SAB 110 expresses SEC staff views regarding the use of a "simplified" method, as discussed in SAB No. 107 ("SAB 107"),
in developing an estimate of expected term of "plain vanilla" share options in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments. SAB 110 allows a company to extend the use of the
simplified method for grants issued beyond December 31, 2007. The Company has not determined whether or not it will elect to use the simplified method of calculating expected term beyond December 31, 2007.                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In September 2006, FASB issued SFAS No. 157, Fair Value Measure (SFAS No. 157). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles
(GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates
that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company is the fiscal year beginning
December 1, 2007. The Company is currently evaluating the impact of adopting SFAS No. 157 but does not expect that it will have a significant effect on its financial position or results of operations.                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In June 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109 (FIN 48). This Interpretation clarifies the accounting for uncertainty in income
taxes recognized in an enterprises financial statements in accordance with FASB No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and
transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company has determined that the adoption of Statement No. 158 did not have any material impact on the Companys results of operations or
financial position.

---

|27                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|4. | NOTES PAYABLE AND ACCRUED INTEREST PAYABLE                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Notes payable of $130,391 (2006 - $91,597) at December 31, 2007 are unsecured, payable on demand, and bear interest at 8% per annum. From the date of advancement of funds to December 31, 2007, interest of $23,227 (2006
- $14,423) has been accrued. Interest expensed for 2007 amounted to $8,804 (2006 - $6,083).                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | At December 31, 2007, $90,697 (2006 - $62,617) of the notes payable and accrued interest are due to a company with a common director and to a director.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | PROMISSORY NOTE AND ACCRUED INTEREST PAYABLE                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | At December 31, 2007 the promissory note of $196,050 (2006 - $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, 2007, the expiry date has been extended to January 28, 2008 (see
note 9). Since advancement of funds to December 31, 2007, interest has been accrued of $80,646 (2006 - $61,708). Interest expensed for the year 2007 amounted to $18,939 (2006 - $18,939).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | RELATED PARTY TRANSACTIONS AND AMOUNTS OWING                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | For the year ended December 31, 2007, 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, 2007 that are not otherwise disclosed elsewhere:                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|28                            
|------------------------------
|                              
|TUSCANYMINERALS, LTD.         
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|6. | RELATED PARTY TRANSACTIONS AND AMOUNTS OWING
      (continued)                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                               
|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%
      (2006  34%) to income before income taxes. The difference results from
      the following items:

| |                                          |   | 2007    |   |   | 2006    |  
| | ---------------------------------------- | - | ------- | - | - | ------- | -
| | Computed expected (benefit) income taxes | $ | (25,200 | ) | $ | (22,900 | )
| | Increase in valuation allowance          |   | 25,200  |   |   | 22,900  |  
| |                                          | $ | -       |   | $ | -       |  

Significant components of the Companys
deferred income tax assets are as follows:

| |                           |   | 2007     |   |   | 2006     |  
| | ------------------------- | - | -------- | - | - | -------- | -
| | Deferred income tax asset | $ | (211,400 | ) | $ | (186,100 | )
| | Valuation allowance       |   | 211,400  |   |   | 186,100  |  
| |                           | $ | -        |   | $ | -        |  

The Company has incurred operating
losses of approximately $621,891 which, if unutilized, will expire through to
2027. 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.

---

|29                            
|------------------------------
|                              
|TUSCANY MINERALS, LTD.        
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|DECEMBER 31, 2007 AND 2006    
|(Stated in U.S. Dollars)      

|8. | COMMITMENTS                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                      
|   | The Company has no significant commitments 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)                                                                                                                                                                                                                   

---

30

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (who is acting as our principal executive officer,
principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As of December 31, 2007, the end of the year covered by this
report, our president and chief executive officer (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president and chief executive officer (who is acting as our principal
executive officer, principal financial officer and principle accounting officer)
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this annual report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended December 31, 2007
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

ITEM 8A(T) CONTROLS AND PROCEDURES.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.

As of December 31, 2007, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer, principal
financial officer and principal accounting officer), of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our president (also our principal executive officer, principal
financial officer and principal accounting officer) concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act, as amended). In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of control procedures. The objectives of
internal control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with managements
authorization and recorded properly to permit the preparation of

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31

consolidated financial statements in conformity with accounting
principles generally accepted in the United States. Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2007. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Our management has concluded
that, as of December 31, 2007, our internal control over financial reporting is
effective in providing reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with US generally accepted accounting principles. Our
management reviewed the results of their assessment with the Audit Committee of
our Board of Directors.

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

Inherent limitations on effectiveness of
controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended December 31, 2007
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B. OTHER INFORMATION.

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE

EXCHANGE ACT.

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
meeting of our shareholders and until such directors successor is elected and
has been qualified, or until such directors earlier death, resignation or
removal. The following table sets forth the names, positions and ages of our
executive officers and directors. Our board of directors elects officers and
their terms of office are at the discretion of our board of directors.

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32

Name
    Position Held with
      the Company
    Age
    Date First Elected or
      AppointedJ.
      Stephen Barley
    President, Secretary, Treasurer, Chief
      Executive Officer and Director
    51
    October 5, 2000


Business Experience

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

J. Stephen Barley

Mr. Barley has held the positions of President, Secretary,
Treasurer, Chief Executive Officer and director of our company since October 5,
2000. 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. Mr. Barley was the
President, Secretary, Treasurer and a director of Copper Valley Minerals Ltd.
from February 1999 to October 2001. Copper Valley Minerals Ltd. (now known as
Dtomi, Inc.) is a reporting company under the Securities Exchange Act of 1934
and is a company whose shares are traded on the Over-The-Counter Bulletin Board.
Mr. Barley was appointed a director of New Century Equity Holdings, Corp., a
Nasdaq listed company, from December 2000 to December 2002. Mr. Barley also
became a director of NetDriven Solutions Inc. on March 30, 2001, an information
technology company listed on the Toronto Stock Exchange. NetDriven Solutions
Inc. amalgamated with Cervus Financial Group Inc. in July 2004, and became a
lender in the Canadian mortgage industry. 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 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
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 which is also listed on the TSX Venture
Exchange. Mr. Barley is a partner in WestPoint Merchant Ventures Inc. a private
corporate finance services company.

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33

Family Relationships

There are no family relationships among our directors or
executive 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.             

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended, 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 Forms
3, 4 and 5 (and amendments thereto) furnished to us during or in respect of the
fiscal year ended December 31, 2007, we are not aware of any director, executive
officer or beneficial owner of more than 10% of the outstanding common stock who
or which has not timely filed reports required by Section 16(a) of the Exchange
Act during or in respect of such fiscal year.

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.                                                                                                                                               

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34

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., 1155  20th Street, West Vancouver, British
Columbia V7V 3Z4, Canada.

Nomination Process

As of March 15, 2008, 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.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(e) of
Regulation S-B, nor do we have a board member that qualifies as an independent
director as the term is used in section 803 of the Amex Company Guide.

We believe that the sole member of our board of directors is
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors, solely consisting of J. Stephen Barley. 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 any revenues from operations to
date.

ITEM 10. EXECUTIVE COMPENSATION.

Executive Compensation

The particulars of compensation paid to the following
persons:

|(a) | our principal executive
officer;
|--- | --------------------------------

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35

|(b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended December 31, 2007; and                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                        
|(c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      December 31, 2007,

who we will collectively refer to as our named executive
officers, of our company for the years ended December 31, 2007 and 2006, are set
out in the following summary compensation table, except that no disclosure is
provided for any named executive officer, other than our principal executive
officer, whose total compensation does not exceed $100,000 for the respective
fiscal year:

SUMMARY COMPENSATION
        TABLENameand PrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentivePlanCompensa-tion($)
      Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)
      AllOtherCompensa-tion($)
      Total($)J. Stephen Barley, Chief Executive Officer,
      President, Secretary and Treasurer(1)
    2007 2006
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    $9,000 $9,000
    $9,000 $9,000


|(1) | 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The services of J. Stephen Barley, our sole director and
executive officer, are provided to us pursuant to a management agreement dated
December 1, 2000, between our company and CHM Consulting Inc., a company
wholly-owned by J. Stephen Barley. The obligation to provide services was
subsequently assumed by CHM Financial Services Inc., a company wholly owned by
Mr. Barley. Pursuant to the management agreement, our company pays CHM Financial
Services Inc. a management fee of $750 per month in consideration for CHM
Financial Services Inc. providing management and administration services to us.
This management agreement has been extended on a monthly basis by agreement
dated January 1, 2002, between our company and Mr. Barley. The management
agreement provides that the $750 monthly fee payable to CHM Financial Services
Inc. will be increased in the event that Mr. Barley is required to spend more
than 15% of his business time on the business of our company.

There are no compensatory plans or arrangements with respect to
our sole executive officer resulting from his resignation, retirement or other
termination of employment or from a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at December 31, 2007, there were no unexercised options or
stock that had not vested in regards to our sole executive officer, and there
were no equity incentive plan awards for our sole executive officer during the
year ended December 31, 2007.

Options Grants in the Year Ended December 31, 2007

During the year ended December 31, 2007, no stock options were
granted to our sole executive officer.

Aggregated Options Exercised in the Year Ended December 31,
2007 and Year End Option Values

There were no stock options exercised during the year ended
December 31, 2007 and no stock options held by our sole executive officer at the
end of the year ended December 31, 2007.

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36

Repricing of Options/SARS

We did not reprice any options previously granted to our sole
executive officer during the year ended December 31, 2007.

Director Compensation

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, 2007, we did not pay any compensation or grant any stock
options to our sole director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 15, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated.

Name and Address of Beneficial Owner
    Amount and Nature ofBeneficial Ownership
    Percentageof
      Class(1)J. Stephen Barley 1155  20th Street West Vancouver,
      B.C. Canada V7V 3Z4
    6,325,000
    50.4%Directors and Executive Officers as a
      Group(1)
    6,325,000 common shares
    50.4%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on March 15, 2008. As of March 15, 2008, there
      were 12,538,000 shares of our companys common stock issued and
      outstanding.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Control

We are not aware of any arrangement that might result in a
change in control of our company in the future.

Equity Plan Compensation Information

Our company does not currently have a stock option plan or
other form of equity plan.

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37

ITEM 12. 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, during the year ended December 31, 2007,
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 three completed fiscal years.

We have entered into a management agreement dated December 1,
2000, with CHM Consulting Inc., subsequently assumed by CHM Financial Services
Inc., both companies wholly-owned by J. Stephen Barley, our sole director and
executive officer. Pursuant to the terms of the management agreement, our
company pays CHM Financial Services Inc. a monthly management fee of $750 in
consideration for CHM Financial Services Inc. providing management and
administration services to our company. These services include the management
services provided by J. Stephen Barley as our sole executive officer. This
management agreement was extended on a monthly basis by agreement dated January
1, 2002, between our company and J. Stephen Barley. The management agreement
provides that the $750 monthly fee payable to CHM Financial Services Inc. will
be increased in the event that Mr. Barley is required to spend more than 15% of
his business time on the business of our company. Our company paid $9,000 to CHM
Financial Services Inc. pursuant to the management agreement during the fiscal
year ended December 31, 2007.

As of December 31, 2007, our company owed accounts payable of
$27,438 to J. Stephen Barley. As of December 31, 2007, our company also owed
accounts payable of $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 $5,309.

Corporate Governance

We currently act with one director. As J. Stephan Barley is our
sole executive officer and holds approximately 50.4% of our common stock as of
March 15, 2008, Mr. Barley is not an independent director as the term is used
in section 803 of the Amex Company Guide.

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that the sole member of our board of directors is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have a standing audit, compensation or
nominating committee because we believe that the functions of such committees
can be adequately performed by the board of directors, solely consisting of J.
Stephen Barley. In addition, we believe that retaining one or more directors who
would qualify as independent in accordance with Item 7(d)(3)(iv) of Schedule 14A
under the Exchange Act would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact the we have not generated any revenues from operations to date.

ITEM 13. EXHIBITS.

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)14.1
    Code of Ethics(2)


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38

31.1*
      Certification
          of Principal Executive Officer and Principal Financial Officer filed
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
      Certification
          of Principal Executive Officer and Principal Financial Officer pursuant
          to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.


|(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.                                                                                    

*Filed herewith

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by Morgan & Company, Chartered
Accountants, for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-KSB for the fiscal
years ended December 31, 2007 and 2006 were $12,384 and $8,012 respectively.

Audit Related Fees

For the fiscal years ended December 31, 2007 and 2006, the
aggregate fees billed for assurance and related services by Morgan & Company
relating to the performance of the audit of our financial statements which are
not reported under the caption Audit Fees above, was $Nil and $Nil
respectively.

Tax Fees

For the fiscal years ended December 31, 2007 and 2006, the
aggregate fees billed by Morgan & Company for other non-audit professional
services, other than those services listed above, totalled $Nil and $682
respectively.

All Other Fees

We did not incur any other fees, other than described above,
during the years ended December 31, 2007 and 2006.

Our board of directors, who acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board or directors has pre-approved the
provision by our independent auditors of specific audit, audit related, tax and
other non-audit services as being consistent with auditor independence. Requests
or applications to provide services that require the specific pre-approval of
the board of directors must be submitted to the board of directors by the
independent auditors, and the independent auditors must advise the board of
directors as to whether, in the independent auditors view, the request or
application is consistent with the Securities and Exchange Commission's rules on
auditor independence.

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

---

39

SIGNATURES

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

TUSCANY MINERALS, LTD.

By: /s/ J. Stephen BarleyJ. Stephen BarleyChief
Executive Officer, President, Secretary, Treasurer and Director(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)

Date: March 31, 2008

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

/s/ J. Stephen BarleyJ. Stephen BarleyChief
Executive Officer, President, Secretary, Treasurer and Director(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)

Date: March 31, 2008

---