UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





Form
10-K


Amendment
#2




(Mark
one)





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




For the
fiscal year ended December 31, 2008





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





For the
transition period from ___________ to _____________





Commission
File Number: 000-52482  Georgia International Mining
Corporation
 (Exact
name of registrant as specified in its charter)





Nevada
                    20-2308107(State
      or other jurisdiction
                    (I.R.S.
      Employerof
      incorporation or organization)
                    Identification
      Number)
  2601 E. Turquoise Drive, Phoenix, AZ 85028 Telephone:
602-206-3582


(Address
and telephone number of registrant's principal executive
offices)
  Nevada
Corporate Headquarters, Inc.


101
Convention Center Dr., Suite 700, Las Vegas, Nevada 89109 Telephone: (800)
508-1729


(Name,
address and telephone number for Agent for Service)





Securities
registered under Section 12(b) of the Exchange
Act:                 None





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


(Title of
class)





Indicate by check mark
whether the Registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the 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
o   
NO x




Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (229.405 of the Chapter)  is not contained herein, and
will not be contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   x





Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.   Smaller
Reporting Company   x




Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES x   
NO o




The
Company's revenues for the most recent fiscal year were $Nil.




The
aggregate market value of the voting stock held by non-affiliates of the Company
on April 14, 2009 was $   .




As of
April 14, 2009 the Company had 8,265,300 issued and outstanding shares of common
stock.


Table
of Contents


PART
      I
                                                          1Item
      1.  Description of Business
                                                          1Item
      2. Description of Property
                                                          5Item
      3. Legal Proceedings
                                                          6Item
      4. Submission of Matters to a Vote of Security
      Holders
                                                          6PART
      II
                                                          6Item
      5.  Market for Common Equity, Related Stockholder Matters and
      Issuer Purchaes of Equity Securities
                                                          6Item
      6.  Management’s Discussion and Analysis or Plan of
      Operation
                                                          7Item
      7. Financial Statements
                                                          10Item
      8.  Changes in and disagreements with Accountants on Accounting
      and Financial Disclosure
                                                          24Item
      8A. Controls and Procedures
                                                          24Item
      8B. Other Information
                                                          27PART
      III
                                                          28Item
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange
      Act
                                                          28Item
      10. Executive Compensation
                                                          28Item
      11. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                                                          29Item
      12. Certain Relationships and Related
      Transactions
                                                          30Item
      13. Exhibits
                                                          30Item 14. Principal Accountant Fees and
      Services
                                                          30SIGNATURES
                                                          31Exhibit
      31.1 - Certifications
                                                          32Exhibit
      14.1 – Code of Ethics
                                                          34

















Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Part I





Item 1.   Description of Business





Business
Development





Georgia
International Mining Corporation (“GIMC”) was incorporated on January 19, 2005
in the State of Nevada. Upon formation, 8,200,000 shares were issued to
twenty-two investors, including our officers and director for $8,200 or $0.001
per share. Our president and director, Ed Forister
purchased 4,000,000 shares.  There are no bankruptcy,
receivership, or similar proceedings against the parent or operating
subsidiary.





On July
30, 2005, Georgia International Mining Corporation signed an option agreement
with Gemco Minerals, Inc., a Florida Corporation (Gemco) to purchase three
mineral claims numbers; 506335, 506336 and 506337 located in the Cariboo
District, British Columbia. The claims are part of the Burns Group Mineral Claim
that encompass 3,900 hectare or 12,000 acres. The area size of the three claims
is defined on the geological maps registered in the British Columbia Mining
Office. The option price is $285,000 of which, $35,000 was paid upon signing the
agreement and the remainder balance of $250,000 is payable on two installments
(i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008. The
agreement stipulates that Georgia International Mining Corporation must conduct
mineral exploration as soon its securities become listed on a public market, and
will have one year from that date to complete its exploration program on the
three mineral claims otherwise, Gemco will have the right to cancel this
agreement and Georgia International Mining Corporation will not be entitled to
recover its $35,000 investment.





On June
30, 2007, the option to purchase the three mineral claims expired as the Company
was unable to pay the installment of $125,000, due June 30, 2007 and complete
its required exploration program on the claims. Pursuant to the option
agreement, the Company will not be entitled to recover its initial $35,000
investment in said claims, and the amount has been written off in the financial
statements.





On
December 13, 2006, Georgia International Mining Corporation incorporated a
British Columbia subsidiary named EG Gold Mines, Inc.  EG Gold Mines,
Inc. purchased a mining claim from the president of GIMC on January 8, 2007. The
purchase price is the same value the President paid for the property in the
amount of $7.038.00 ($8,000 CDN plus $10 CDN registration fee). The property
claim number is 529404, in the Caribou Mountains, 40 miles south of
Wells.  The president,Ed Forister ,
accepted a promissory note in the amount of $7.038.





To our
knowledge no one has been on our mineral claim. The claim is remote and is best
accessed by helicopter from the town of Wells, British Columbia. There is no
electrical power that can be utilized on the property other than electrical
power that can be provided by gas or diesel generators that we would bring on
site. We have not commenced any work on the property.





On April
18, 2007, the company raised $6,530.00 and issue 65,300 free-trading common
shares pursuant to the SB-2 Registration Statement that was declared effective
February 14, 2007 .





Ed Forister  is
a director and officer and has no previous experience in mineral
exploration or operating a mining company. Mr. Hague owns 48.39% of our
outstanding common stock. Since Mr. Hague owns a majority of our outstanding
shares and he is a director and officer of our company he has the ability to
elect directors and control the future course of our company. Investors may find
the corporate decisions influenced by Mr. Hague are inconsistent with the
interests of other stockholders.





SEC Rule
405 under the Securities Exchange Act defines a "shell company" as a registrant
with no or nominal operations and no or nominal assets or just assets consisting
entirely of cash.  A shell company is required to identify itself as such
on the cover page of its periodic SEC reports.  In the event of certain
corporate reorganizations effecting a change in control of the SEC reporting
company with an otherwise privately held


Page
1
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


company,
a shell company is required to make extensive additional disclosures
regarding the shell company and the privately held company whose objective may
be to become an SEC reporting, public company.  We have identified
ourselves as a shell company because of our limited operations and assets to
date.  It is not our plan or intention to seek out or entertain proposals
for reorganization of our company with any other company which would result in a
change in control or change in our business objective of being a successful
mining company.   The point at which a potential shell company's
operations and assets would no longer be considered nominal is not defined in
the Rule and has not been clarified by any SEC pronouncements or judicial
interpretations.  We intend to re-evaluate our operations and assets as
well as any additional legal clarification prior to the filing of every report
to determine if it is appropriate to change our self determined
status.





We need
to raise funds to carry-on with our  objective to conduct exploration
activities on our mineral claim to assess whether the claim possesses any
commercially viable gold deposits. Access to the claim is restricted to the
period of June 1 to October 15 of each year due to snow in the area. This means
that our exploration activities are limited to a period of about four and a half
months per year. If we raise sufficient funds we will explore our claim between
June 1, 2008and October 15, 2008.





If our
exploration activities indicate that there are no commercially viable gold
deposits on our claim we will abandon the claim and stake a new claim to explore
in British Columbia. We are able to stake claims online via the Internet with
the Mineral Titles Online service operated by the government of British
Columbia. We will continue to stake an explore claims in British Columbia as
long as we can afford to do so.





We are a
new and under-funded company with no history of operations or revenue
generation. Our management team has no mining background. Our competitors are in
the business for many years and are well funded. Our success will depend on the
successful implementation of our business strategies as outlined in this
document.





Business
of Issuer


We are in
the mining business and the purpose of the company is to explore minerals for
commercial use. The main focus is on the precious metal such as gold, diamond
and silver. The secondary focus will be on the prime industrial metals such as
copper and zinc. The mineralization focus is based on the market breadth and
width for each type of mineral. The precious metals are used to hedge against
economic fluctuations and for personal use, such as jewelry, and therefore its
market is much greater than the industrial metals which, depends on economic
conditions related to the manufacturing sector.





We will
be engaged in the exploration of potential commercial mineral deposits. The
current claims are without any known reserves.





Investors
should be aware that we are an exploration stage company and the property is
without known reserves and the proposed program is exploratory in nature. There
is no assurance that a commercially viable mineral deposit will exist on the
claims mentioned below.





Corporate
History


Georgia
International Mining Corporation was incorporated on January 19, 2005 in the
State of Nevada. Upon formation, 8,200,000 shares were issued to twenty-two
investors, including our officers and director for $8,200 or $0.001 per share.
Our past
president and director, Mark Hague purchased 4,000,000
shares.  There are no bankruptcy, receivership, or similar proceedings
against the parent or operating subsidiary.





On July
30, 2005, Georgia International Mining Corporation signed an option agreement
with Gemco Minerals, Inc., a Florida Corporation (Gemco) to purchase three
mineral claims numbers; 506335, 506336 and 506337 located in the Cariboo
District, British Columbia. The claims are part of the Burns Group Mineral Claim
that encompass 3,900 hectare or 12,000 acres. The area size of the three claims
is defined on the geological maps registered in the British Columbia Mining
Office. The option price is $285,000 of which, $35,000 was paid upon signing the
agreement and the remainder balance of $250,000 is payable on two installments
(i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008. The
agreement stipulates that Georgia International Mining


Page
2
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


Corporation
must conduct mineral exploration as soon its securities become listed on a
public market, and will have one year from that date to complete its exploration
program on the three mineral claims otherwise, Gemco will have the right to
cancel this agreement and Georgia International Mining Corporation will not be
entitled to recover its $35,000 investment. The option agreement does not
include any current or future royalty payments or any other types of payments
that will have to be accrued other then the two installments mentioned above
once Georgia International Mining Corporation starts its mining operations. The
region where the claims are situated enjoys a moderate weather that allows
mining companies to conduct tests or drilling programs during the fall and early
spring season. Once Georgia International Mining Corporation has incurred the
exploration expenditures, and made the payments set out in Section 3 of the
Option Agreement to Gemco will own an undivided 100% of Gemco’s right, title,
and interest in and to the Claims.





On
December 13, 2006, Georgia International Mining Corporation incorporated a
British Columbia subsidiary named EG Gold Mines, Inc.  EG Gold Mines,
Inc. purchased a mining claim from the president of GIMC on January 8, 2007. The
purchase price is the same value the President paid for the property in the
amount of $7.038.00 ($8,000 CDN plus $10 CDN registration fee). The property
claim number is 529404, in the Caribou Mountains, 40 miles south of
Wells.  The past
president, Mark Hague, accepted a promissory note in the amount of
$7.038.





From
December 13 to December 18, 2006, GIMC conducted a shareholder vote via
telephone to vote on a name change from Georgia International Mining Corporation
to Empire Gold Mines, Inc.  The company received 100% of the votes in
favour of the name change.  The company has not yet filed the forms
with the Nevada Secretary of State to amended articles of the
company.




On April
18, 2007, the company raised $6,530.00 and issue 65,300 free-trading common
shares pursuant to the SB-2 Registration Statement that was declared effective
February 14, 2007 .





On June
30, 2007, the option to purchase the three mineral claims expired as the Company
was unable to pay the installment of $125,000, due June 30, 2007 and complete
its required exploration program on the claims. Pursuant to the option
agreement, the Company will not be entitled to recover its initial $35,000
investment in said claims, and the amount has been written off in the financial
statements.





There are
no bankruptcy, or receivership, or similar proceedings against the parent or
operating subsidiary.





Future
Development Projects


The
Company is designated a Shell Company and is seeking additional funding to
carryout the company’s operations plan.




Our
objective is to raise funds to conduct exploration activities on our mineral
claim to assess whether the claim possesses any commercially viable gold
deposits. Access to the claim is restricted to the period of June 1 to October
15 of each year due to snow in the area. This means that our exploration
activities are limited to a period of about four and a half months per year. We
will explore our claim between June 1, 2008 and October 15, 2008.




If our
exploration activities indicate that there are no commercially viable gold
deposits on our claim we will abandon the claim and stake a new claim to explore
in British Columbia. We are able to stake claims online via the Internet with
the Mineral Titles Online service operated by the government of British
Columbia. We will continue to stake an explore claims in British Columbia as
long as we can afford to do so.




We are a
new and under funded company with no history of operations or revenue generation
and we are designated as a shell company. Our management team has no mining
background. Our competitors are in the


Page
3
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


business
for many years and are well funded. Our success will depend on the successful
implementation of our business strategies as outlined in this
document.





Marketing
and Sales Strategy


The
company will need to raise funds to commence the drilling program. Once we are
able to drill and we receive positive results and they are confirmed and the
existing shareholders approve the new stock issuance, we will contact the
commodity traders to secure sales contracts. The traders usually sign an
agreement (namely: Supply Agreement) to purchase one or two years worth of
supplies. This means GIMC will have one or two years of revenue generated from
its mining activities to support its on going operations while seeking
additional contracts or conducting more drilling programs to increase the volume
of its mineral reserves.





GIMC
intends to be a member of a mining association (such as British Columbia Mining
Association) to create market awareness. We are in the process of developing our
website to communicate our business initiatives and results to all of our
stakeholders (Shareholders, employees, customers and suppliers).





Relevant
Regulations


Our
proposed exploration, mining and mineral processing operations are subject to
the laws and regulations of federal, provincial, state and local governments in
the jurisdictions in which we operates. These laws and regulations are extensive
and govern prospecting, development, production, exports, taxes, labour
standards, occupational health and safety, waste disposal, toxic substances,
environmental protection, mine safety and other matters. Compliance with such
laws and regulations increases the costs of planning, designing, drilling,
developing, constructing, operating, closing, reclaiming and rehabilitating
mines and other facilities. Amendments to current laws and regulations governing
operations and activities of mining companies or more stringent implementation
or interpretation thereof could have a material adverse impact on the Company,
cause a reduction in levels of exploration and delay or prevent the exploration
of new mining properties.





Failure
to comply with applicable laws, regulations and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment or remedial actions. Parties engaged in exploration and mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may have civil or criminal fines or
penalties imposed for violation of applicable laws or regulations.





GIMC has
registered is an  Extraprovincial Company in the province of British
Columbia during August 2005 in order to conduct mining activities in
Canada.  “Extraprovincial Company” is a legal term and refers to non
Canadian companies who register in any province in Canada to become a resident
of Canada and to conduct business in all the provinces of Canada as oppose to
“Provincial Company” where a company is registered in only one province and
conducting business in only that province. The registration will allow us to
apply for permits to conduct mining activities and to hire the required
personnel. We are not aware of any existing or probable government regulation or
costs that would affect our business. We are required to obtain a permit in
order to operate a mine in British Columbia, Canada. We will apply to the
Ministry of Energy, Mines and Petroleum Resources to obtain a Mineral
Exploration Permit under the mine code of British Columbia, Canada. The process
will take three weeks to complete from the date of the application and will cost
$500. Our research indicated that the mineral claims under the option agreement
with Gemco Minerals Inc. are not under any investigations under the
environmental laws. Gemco has already obtained its permits to operate in the
area and we expect to obtain our permits as well since we, or any of our
directors and executives has no history of any legal or environmental
violations.





Under the
British Columbia Mineral Tenure Act, title to British Columbia mineral claims
can only be held by individuals or British Columbia corporations.  In
order to commence operations in British Columbia, GIMC has registered as an
Extraprovincial company in British Columbia, Canada and has applied, through its
new subsidiary EG Gold Mines, Inc., for mining activities permit in accordance
with mining code of British Columbia.


Page
4
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


Products
and Services Offered


We are
engaged in the acquisition and exploration of mineral properties in the Province
of British Columbia. Our primary focus is to raise funds to explore our
property.





We are an
exploration stage company and all of our properties are presently in the
exploration stage. We have been designated as a “shell” company. We do not have
any commercially viable reserves on any of our properties. There is no assurance
that a commercially viable mineral deposit exists on any of our mineral
properties. Further exploration will be required before a final evaluation as to
the economic and legal feasibility of mining of any of our properties is
determined. There is no assurance that further exploration will result in a
final evaluation that a commercially viable mineral deposit exists on any of our
mineral properties.





Employees


We have
one employee as of the date of this annual report our director and
president,Ed
Forister .





Competition


While
the  mineral  property  exploration  business  is  competitive,  we
do not anticipate  having
any  difficulties  retaining  qualified  personnel
to conduct exploration on the Burns Lake and Cariboo Mountain
areas.





Despite
competition amongst gold producers, there is a strong market for any gold that
is removed from the Burns Lake and Cariboo Mountain claims.  While it
is unlikely that we will discover a mineral deposit on the property, if we do,
the value of the property will be influenced by the market price for
gold.  This price,  to
some  degree,  is  influenced  by
the  amount  of  gold  sold
by  advanced  gold production companies.





There are
a large number of mineral exploration companies such as us that look to acquire
interests in properties and conduct exploration on them.  Given the
large  number  of  unexplored  or
under  explored  mineral  properties  that
are currently available for  acquisition,  we do not
expect  competition  to have a material impact on our
business operations.





In the
mineral exploration sector, our competitive position is
insignificant.





There are
numerous mineral exploration companies with substantially more capital and
resources that are able to secure ownership of mineral properties with a greater
potential to host economic mineralization.  We are not able to
complete with such companies.  Instead, we will attempt to acquire
properties without proven mineral deposits that may have the potential to
contain mineral deposits.





Subsidiaries


We have
one subsidiary EG Gold Mines, Inc. a province of British Columbia
based-subsidiary.





Seasonality


Access to
the claim is restricted to the period of June 1 to October 15 of each year due
to snow in the area. This means that our exploration activities are limited to a
period of about four and a half months per year. If we raise sufficient funds we
will explore our claim between June 1, 2008 and October 15, 2008.





Item 2.   Description of Property




Georgia
International Mining Corporation mailing address is 299 – 1917 West 4th Avenue,
Vancouver, BC. V6J 1M7 (604) 813-8529.  The office is located in the
president’s residence in Langley, British Columbia, Canada.




On
December 13, 2006, the company purchased from the President the mining claim
property located in the Caribou Mountains, 40 miles south of Wells. The 1,500
acre property claim number is 529404. To our knowledge no one has been on our
mineral claim. The claim is remote and is best accessed by helicopter from the
town of




Page
5
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Wells,
British Columbia. There is no electrical power that can be utilized on the
property other than electrical power that can be provided by gas or diesel
generators that we would bring on site. We have not commenced any work on the
property.




TENURE
529404








Item 3.   Legal Proceedings





We are
not aware of any legal proceedings or pending legal proceedings against us. We
may however be involved, from time to time, in various legal proceedings and
claims incident to the normal conduct of our business.




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





None to
report.





Part II





Item 5.   Market for Common Equity, Related Stockholder
Matters and Issuer Purchaes of Equity Securities





Our
securities are quoted on the Over-the-Counter Bulletin Board under symbol
“GIMC”. There is no assurance that a trading market will be sustained. A
purchaser of common shares may, therefore, find it difficult to resell the
securities offered herein should he or she desire to do so for public resale.
Furthermore, the common shares are not marginal and it is unlikely that a
lending institution would accept our common stock as collateral for a loan.
Pursuant to this registration statement, we proposed to publicly offer a maximum
of 10,000,000 common shares of which only 65,300 shares were sold. To date, none
of our outstanding shares of common stock are subject to outstanding options,
warrants to purchase or securities convertible into common stock. We currently
have 41 shareholders.





Market
Information


Our
common stock is quoted on the U.S Over-the-counter Bulletin Board under symbol
“GIMC”.





As of
April 14, 2009, there have been three trades of 500 shares each on June 3, 4, 5,
2008 at $1.01 per share.


Page
6
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


Holders


As of
April 14, 2009, there were 41 holders of record of Georgia International Mining
Corporation holding 8,265,300 shares.





Dividends


Georgia
International Mining Corporation has not declared, and does not foresee
declaring, any dividends now or in the foreseeable future.





Item 6.   Management’s Discussion and Analysis or Plan of
Operation





The
following analysis of the results of operations and financial condition of the
company for the period ending December 31, 2008 should be read in conjunction
with the company’s financial statements, including the notes thereto contained
elsewhere in this form 10-KSB. Our financial statements are stated in United
States Dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.





SEC Rule
405 under the Securities Exchange Act defines a "shell company" as a registrant
with no or nominal operations and no or nominal assets or just assets consisting
entirely of cash.  A shell company is required to identify itself as such
on the cover page of its periodic SEC reports.  In the event of certain
corporate reorganizations effecting a change in control of the SEC reporting
company with an otherwise privately held company, a shell company is
required to make extensive additional disclosures regarding the shell company
and the privately held company whose objective may be to become an SEC
reporting, public company.  We have identified ourselves as a shell company
because of our limited operations and assets to date.  It is not our plan
or intention to seek out or entertain proposals for reorganization of our
company with any other company which would result in a change in control or
change in our business objective of being a successful mining
company.   The point at which a potential shell company's operations
and assets would no longer be considered nominal is not defined in the Rule and
has not been clarified by any SEC pronouncements or judicial
interpretations.  We intend to re-evaluate our operations and assets as
well as any additional legal clarification prior to the filing of every report
to determine if it is appropriate to change our self determined
status.





Discussion
of Operations & Financial Condition


During
the twelve months ended December 31, 2008 the Company recorded a net loss of
$29,653  as compared to a loss of $67,455  for the twelve
months ended December 31, 2007. This is a decrease in the loss of approximately
$47,701 . The loss is represents $0.005 per common share on a cumulative basis
since inception. The Company has not yet generated any revenues from its Mineral
Exploration Program. Our ability to emerge from the exploration stage and
conduct mining operations is dependent, in large part, upon our raising
additional equity financing.





Selected
annual information




Dec 31, 2008
                      
                      
                      Dec 31, 2007Revenues
                      
                      Nil
                      
                      
                      NilNet
      Loss
                      
                      $
                      29,653
                      
                      
                      $
                      67,455Loss
      per share-basic and diluted (cumulative)
                      
                      $
                      0.0035
                      
                      
                      $
                      0.008Total
      Assets
                      
                      $
                      12,984
                      
                      
                      $
                      19,634Total
      Liabilities
                      
                      $
                      139,227
                      
                      
                      $
                      116,224Cash
      dividends declared per share
                      
                      Nil
                      
                      
                      Nil





As of
December 31, 2008, Georgia had total liabilities of $
139,227  consisting of $ 7,440  in accounts payable and
accrued liabilities and $131,787 due to shareholders. Liabilities increased
approximately $ 23,003 from 2007 due to an increase in shareholder’s loans of
$17,453 and an increase in accounts payables $5,641.




Georgia's
current assets at December 31, 2008, consisted of $ 5,696  in cash
which increased from $3,580 as of December 31, 2007.  Total assets as
of December 31, 2008 were $  12,984  with Mineral claims
recorded at $  7,038.


Page
7
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Revenues


No
revenue was generated by the Company's operations during the years ended
December 31, 2008 and December 31, 2007.





Net
Loss


The
Company's expenses are reflected in the Statements of Operations under the
category of Expenses. To meet the criteria of United States generally accepted
accounting principles ("GAAP"), all exploration and general and administrative
costs related to projects are charged to operations in the year
incurred.





The
significant components of expense that have contributed to the loss of $ 29,653
consist of accounting and audit, legal and transfer agent fees, in the amounts
of $ 11,741, $1,018 and $ 13,047 respectively.





Plan
of Operations


Our plan
of operations for the next twelve months is to raise the $1,000,000 capital as
per our SB2 filing and principally use the offering proceeds to finance the
drilling program and to provide working capital necessary to complete the
exploration and drilling phase for our mineral properties.





We have
signed an option agreement with Gemco Minerals Inc. (formerly Firstline
Environmental Solutions Inc.) to purchase three claims, numbers; 506335, 506336
and 506337, located in the Cariboo District, British Columbia.  The
claims are part of the Burns Group Mineral Claim that, encompass 5,134 hectares
(12,685 acres). The option price is $285,000 of which, $35,000 was paid upon
signing the agreement and the remaining balance of $250,000 is payable on two
installments (i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June
2008. The first installment is due to Gemco within the next three months and
GIMC does not currently have the funds in place to fulfill the installment
payment of $125,000 at this time.  GIMC may have to seek equity or
debt financing to pay the next payment or GIMC may lose the
project.  The agreement further stipulates that Georgia must commence
mineral exploration on the properties as soon its securities are listed on a
public market, and will have one year from that date to complete its exploration
program on the three mineral claims. Gemco may cancel this agreement and Georgia
will not be entitled to recover its $35,000 investment as  Georgia did
not complete the exploration by June 30, 2007.





On
December 8, 2006 the GIMC received confirmation for the name reservation of
Empire Gold Mines, Inc.  From December 13 to December 18, 2006, GIMC
conducted a shareholder vote via telephone to vote on a name change from Georgia
International Mining Corporation to Empire Gold Mines, Inc.  The
company received 100% of the votes in favour of the name change.  On
January 22, 2007, the company prepared and filed its amended Articles with the
State of Nevada changing the company name to Empire Gold Mines,
Inc.  We expect to receive stamped file copies in due
course.





On
December 13, 2006, Georgia International Mining Corporation incorporated a
British Columbia subsidiary named EG Gold Mines, Inc.  EG Gold Mines,
Inc. also purchased a mining claim from the president of GIMC on January 8,
2007. The purchase price is the same value the President paid for the property
in the amount of $7.038.00 ($8,000 CDN plus $10 CDN registration fee). The
property claim number is 529404, in the Cariboo Mountains, 40 miles south of
Wells and in close proximity to the above noted three claims on the Burns Group
Mineral Claim.





Once we
raise sufficient
funds our objective is to conduct exploration activities on our mineral claim to
assess whether the claim possesses any commercially viable gold
deposits.   Access to the claim is restricted to the period of
June 1 to October 15 of each year due to snow in the area. This means that our
exploration activities are limited to a period of about four and a half months
per year. We will explore our claim between June 1, 2009 and October 15,
2009.


Page
8
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Liquidity
and Capital Resources





Cash
and Working Capital


We had
cash of $ 5,696 as of December 31, 2008, compared to cash of
$3,580   as of December 31, 2007. We had a working capital
deficiency of $133,281  as of December 31, 2008, compared to a working
capital deficiency of $103,628   as of December 31,
2007.




The
Company’s assets are recorded at the lower of cost or market value. The total
assets at December 31, 2008 were $12,984 . The majority of our assets are
long-term in nature and thus considered to be of lower liquidity. The Company’s
cash inflow has been generated mainly from shareholder loans, short-term loans
and issuance of common stock with minimal revenues and government incentive
programs since inception.




Management
continually reviews its overall capital and funding needs to ensure that the
capital base can support the estimated needs of the business. These reviews take
into account current business needs as well as the Company’s future capital
requirements. Based upon these reviews, to take advantage of strong market
conditions and to fully implement our expansion strategy, management believes
that the Company will continue to increase our net capital through the proceeds
from sales of our securities. The Company currently maintains minimal cash
balances and is funded by management and shareholder loans to satisfy monthly
cash requirements in the interim of raising external funding.




Cash
Used in Operating Activities


Cash used
in operating activities increased $45,953  to $15,246 for 2008,
compared to $45,953 for 2007. We funded the cash used in operating activities
primarily through shareholders loans and equity issues of our common
shares.





Investing
Activities


We did
not undertake any investing activities during 2008 or 2007 compared to cash of
$35,000 used in investing activities during 2006. Investing activities during
2005 was primarily comprised of acquisition of mineral claims. We anticipate
continuing to rely on equity sales of our common shares in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing shareholders. We do not have any arrangements in place
for further sales of our equity securities.





Going
Concern


Our
financial statements have been prepared on a going concern basis, which assumes
the realization of assets and settlement of liabilities in the normal course of
business. Our ability to continue as a going concern is dependent upon our
ability to generate profitable operations in the future and/ or to obtain the
necessary financing to meet our obligations and repay our liabilities arising
from normal business operations when they become due. The outcome of these
matters cannot be predicted with any certainty at this time and raise
substantial doubt that we will be able to continue as a going concern. Our
financial statements do not include any adjustments to the amount and
classification of assets and liabilities that may be necessary should we be
unable to continue as a going concern.





Page
9
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


Item 7.   Financial Statements









GEORGIA
INTERNATIONAL MINING CORPORATION






CONSOLIDATED


FINANCIAL
STATEMENTS






For
the Year ended December 31, 2008






















Page
10
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


GEORGIA
INTERNATIONAL MINING CORPORATION


(An Exploration Stage
Company)














INDEX
TO


CONSOLIDATED
FINANCIAL STATEMENTS





Balance Sheets
                              Page
                              F-2Statements of Operations
                              Page
                              F-3Statements of Changes in Cash Flows
                              Page
                              F-4Statements of Stockholders Deficiency
                              Page
                              F -5Notes to the Financial Statements
                              Page
                              F-6 to
12




















Page
11
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB
REGISTERED
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Georgia
International Mining Corporation
 (An
Exploration Stage Company)
 
 
 We have
audited the accompanying balance sheets of Georgia International Mining
Corporation (An Exploration Stage Company) as of December 31, 2008 and 2007, and
the related statements of operations, stockholders’ equity and cash flows for
the years then ended and from inception on January 19, 2005 through December 31,
2008. These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Georgia International Mining
Corporation (An Exploration Stage Company) as of December 31, 2008 and 2007, and
the related statements of operations, stockholders’ equity and cash flows for
the years then ended and from inception on January 19, 2005 through December 31,
2008, in conformity with accounting principles generally accepted in the United
States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has not generated any revenues, which raises
substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates Chartered
 Las
Vegas, Nevada
 April 14,
2009
 
 6490
West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501








F -
1


Page
12
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An Exploration Stage
Company)


Consolidated Balance Sheets




December
      31,
                                2008
                                $
                              
                              
                              December
      31,
                                2007
                                $AssetsCash
                              
                              $
                              5,696
                              
                              
                              $
                              3,580--Miscellaneous
      receivable
                              
                              
                              250
                              
                              
                              
                              250Prepaid
      expenses (note 3)
                              
                              
                              --
                              
                              
                              
                              8,766Current
      assets
                              
                              
                              5,946
                              
                              
                              
                              12,596Mineral
      property
                              
                              
                              7,038
                              
                              
                              
                              7,038Total
      Assets
                              
                              $
                              12,984
                              
                              
                              $
                              19,634Liabilities
      and Stockholders’ DeficitLiabilitiesAccounts
      payable
                              
                              $
                              7,440
                              
                              
                              $
                              1,799Due
      to related parties (Note 5)
                              
                              
                              131,787
                              
                              
                              
                              114,425Current
      liabilities
                              
                              
                              139,227
                              
                              
                              
                              116,224Stockholders’
      Equity ( Deficit )Capital
      stock $0.001 par value, 70,000,000,authorized8,265,300
      issued and outstanding  at December 31, 2007 ( 8,200,000 issued
      and outstanding at December 31 , 2006)
                              
                              
                              14,730
                              
                              
                              
                              14,730Deficit
      Accumulated During the Exploration Stage
                              
                              
                              (140,973
                              )
                              
                              
                              (111,320
                              )( 126,243
                              )
                              
                              
                              (96,590
                              )Total
      Liabilities and Stockholders’ Deficit
                              
                              $
                              12,984
                              
                              
                              $
                              19,634

















The
accompanying notes are an integral part of these financial
statements




F -
2





Page
13
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An Exploration Stage
Company)


Consolidated Statements of Operations




For
      the periodFor
      the period
                  
                  
                  For
      the Year
                  
                  
                  From
      inceptionEnded
                  
                  
                  Ended
                  
                  
                  January
      19, 2005 toDecember
      31,
                  
                  
                  December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007
                  
                  
                  2007$
                  
                  
                  $
                  
                  
                  $Revenue
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  –General
      and Administration Expenses
                  
                  
                  29,653
                  
                  
                  
                  32,455
                  
                  
                  
                  105,973Operating
      ( Loss )
                  
                  
                  (29,653
                  )
                  
                  
                  (32,455
                  )
                  
                  
                  (105,973
                  )Writedown
      of mineral property
                  
                  
                  --
                  
                  
                  
                  35,000
                  
                  
                  
                  (35,000
                  )Provision
      for Income Taxes
                  
                  
                  --
                  
                  
                  
                  --
                  
                  
                  
                  --Net
      ( Loss)
                  
                  
                  ( 29,653
                  )
                  
                  
                  (
      67,455
                  )
                  
                  
                  (
      140,973
                  )Net
      Loss Per Share
                  
                  $
                  ( 
      0.01
                  )
                  
                  $
                  ( 
      0.08
                  )
                  
                  $
                  ( 
      0.17
                  )Weighted
      Average Shares Outstanding
                  
                  
                  8,205,820
                  
                  
                  
                  8,205,820
                  
                  
                  
                  8,205,820


























The
accompanying notes are an integral part of these financial
statements




F -
3





Page
14
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Statements of Cash Flows




For
      the periodFrom
      inceptionDecember
      31,
                        
                        
                        December
      31,
                        
                        
                        January
      19, 2005 to2008
                        
                        
                        2007
                        
                        
                        December
      31, 2008$
                        
                        
                        $
                        
                        
                        $Operating
      ActivitiesNet
      Loss
                        
                        
                        (29,653
                        )
                        
                        
                        (67,455
                        )
                        
                        
                        (140,973
                        )Change
      in Non-Cash Working Capital ItemsReceivables
                        
                        
                        --
                        
                        
                        
                        (250
                        )
                        
                        
                        (250
                        )Prepaid
      Expenses
                        
                        
                        8,766
                        
                        
                        
                        (8,766
                        )
                        
                        
                        --Mineral
      Property Writedown
                        
                        
                        --
                        
                        
                        
                        35,000
                        
                        
                        
                        35,000Accounts
      Payable
                        
                        
                        5,641
                        
                        
                        
                        ( 4,482
                        )
                        
                        
                        7,440Net
      Cash(used) Provided by Operating Activities
                        
                        
                        (15,246
                        )
                        
                        
                        (45,953
                        )
                        
                        
                        (98,783
                        )Investing
      ActivitiesMineral
      Properties
                        
                        
                        --
                        
                        
                        
                        (7,038
                        )
                        
                        
                        (42,038
                        )Net
      Cash (Used) in Investing Activities
                        
                        
                        (--
                        )
                        
                        
                        (7,038
                        )
                        
                        
                        (42,038
                        )Financing
      ActivitiesCommon
      Shares Issued
                        
                        
                        --
                        
                        
                        
                        6,530
                        
                        
                        
                        14,730Related
      Party Payables
                        
                        
                        17,362
                        
                        
                        
                        48,426
                        
                        
                        
                        131,787Net
      Cash Provided by Financing Activities
                        
                        
                        17,362
                        
                        
                        
                        54,956
                        
                        
                        
                        146,517Increase
      in Cash
                        
                        
                        2,116
                        
                        
                        
                        1,965
                        
                        
                        
                        5,696Cash
      – Beginning of Period
                        
                        
                        3,580
                        
                        
                        
                        1,615
                        
                        
                        
                        0Cash
      – End of Period
                        
                        $
                        5,696
                        
                        
                        $
                        3,580
                        
                        
                        $
                        5,696Supplemental
      InformationTaxes
      Paid
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0Interest
      Paid
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0























The
accompanying notes are an integral part of these financial
statements




F -
4


Page
15
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
      INTERNATIONAL MINING CORPORATION(An
      Exploration Stage Company)Consolidated
      Statements of Stockholders’ DeficiencyFrom
      January 19, 2005 (date of inception) to December 31, 2008(US
      Dollars)Common
      Stock
                                                          
                                                          
                                                          Accumulated
      Deficit during ExplorationShares
                                                          
                                                          
                                                          Amount
                                                          
                                                          
                                                          Stage
                                                          
                                                          
                                                          TotalBalance
      January 19, 2005
                                                          
                                                          $
                                                          --
                                                          
                                                          
                                                          $
                                                          --
                                                          
                                                          
                                                          $
                                                          --
                                                          
                                                          
                                                          $
                                                          --Shares
      issued for cash at $0.001 on February 10, 2005
                                                          
                                                          
                                                          8,200,000
                                                          
                                                          
                                                          
                                                          8,200
                                                          
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          8,200Net
      Loss – December 31, 2005
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          (24,111
                                                          )
                                                          
                                                          
                                                          (24,112
                                                          )Balance
      at December 31, 2005
                                                          
                                                          
                                                          8,200,000
                                                          
                                                          
                                                          
                                                          8,200
                                                          
                                                          
                                                          
                                                          (24,111
                                                          )
                                                          
                                                          
                                                          (15,912
                                                          )Net
      Loss – December 31, 2006
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          (19,754
                                                          )
                                                          
                                                          
                                                          (19,754
                                                          )Balance
      at December 31, 2006
                                                          
                                                          
                                                          8,200,000
                                                          
                                                          
                                                          
                                                          8,200
                                                          
                                                          
                                                          
                                                          (43,865
                                                          )
                                                          
                                                          
                                                          (35,665
                                                          )Share
      issued for cash April 18, 2007 at $0.010
                                                          
                                                          
                                                          65,300
                                                          
                                                          
                                                          
                                                          6,530
                                                          
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          6,530Net
      Loss – December 31, 2007
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          (67,455
                                                          )
                                                          
                                                          
                                                          (67,455
                                                          )Net
      Loss -  December 31, 2007
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          --
                                                          
                                                          
                                                          
                                                          (29,653
                                                          )
                                                          
                                                          
                                                          (29,653
                                                          )Balance
      at December 31, 2008
                                                          
                                                          
                                                          8,265,300
                                                          
                                                          
                                                          
                                                          14,730
                                                          
                                                          
                                                          
                                                          (140,973
                                                          )
                                                          
                                                          
                                                          (140,973
                                                          )












The
accompanying notes are an integral part of these financial
statements




F -
5





Page
16
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An Exploration Stage
Company)


Notes to Consolidated Financial Statements


For
the Year December 31, 2008


(Audited)





1.      
Exploration Stage Company




Georgia
International Mining Corporation (“the “Company”) was incorporated under the
laws of the State of Nevada on January 19, 2005 with authorized common stock of
70,000,000 shares at $0.001 par value.  Georgia was organized for the
purpose of conducting mining exploration, developing mining sites and producing
minerals to the consumer markets. The Company has not presently determined
whether its properties contain mineral reserves that are economically
recoverable.




These
consolidated financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has not generated any
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations and to determine the
existence, discovery and successful exploitation of economically recoverable
reserves in its resource properties, confirmation of the Company’s interests in
the underlying properties, and the attainment of profitable operations. These
consolidated financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern. These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern.





2.      
Summary of Significant Accounting Policies




a)      
Basis of Presentation and Consolidation




These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and are
expressed in US dollars. These consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, E G Gold Mines Canada,
Inc. (“E G Gold”), a company incorporated in the Province of British Columbia,
Canada, on December 13, 2006. All intercompany transactions and balances have
been eliminated. The Company’s fiscal year end is December 31.







F -
6


Page
17
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


For
the Year Ended December 31, 2008


(Audited)







2.      
Summary of Significant Accounting Policies (continued)




b)      
Use of Estimates




The
preparation of these consolidated financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company regularly evaluates estimates and assumptions
related to donated expenses, and deferred income tax asset valuations. The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.




c)      
Cash and Cash Equivalents




The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.




d)      
Basic and Diluted Net Income (Loss) Per Share




The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share"
(SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is
anti-dilutive.




e)           Financial
Instruments




The fair
values of cash, investments, accounts payable, accrued liabilities, amounts due
to shareholders and amounts due to related parties, approximate their carrying
values due to the immediate or short-term maturity of these financial
instruments.  Foreign currency transactions are primarily undertaken
in Canadian dollars. The financial risk is the risk to the Company’s operations
that arise from fluctuations in foreign exchange rates and the degree of
volatility to these rates.  Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency
risk.






F -
7


Page
18
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


For
the Year Ended December 31, 2008


(Audited)






2.      
Summary of Significant Accounting Principles (continued)




f)      
Foreign Currency Transactions/Balances




The
Company’s functional currency is the United States dollar. The consolidated
financial statements of the Company are translated to United States dollars in
accordance with SFAS No. 52 “Foreign Currency Translation”
(“SFAS No. 52). Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination
of income. Foreign currency transactions are primarily undertaken in Canadian
dollars. The Company has not, to the date of these consolidated financials
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.




The
functional currency of the wholly owned subsidiary is the Canadian dollar. The
financial statements of the subsidiary are translated to United States dollars
in accordance with SFAS No. 52 using period-end rates of exchange for assets and
liabilities, and average rates of exchange for the year for revenues and
expenses. Translation gains (losses) are recorded in accumulated other
comprehensive income (loss) as a component of stockholders’ equity. Foreign
currency transaction gains and losses are included in current
operations.




g)      
Mineral Property Costs





The
Company is primarily engaged in the acquisition, exploration and development of
mineral properties.


Mineral
property acquisition costs are capitalized in accordance with EITF 04-2 when
management has determined that probable future benefits consisting of a
contribution to future cash inflows have been identified and adequate financial
resources are available or are expected to be available as required to meet the
terms of property acquisition and budgeted exploration and development
expenditures.  Mineral property acquisition costs are expensed as
incurred if the criteria for capitalization are not met.  In the event
that mineral property acquisition costs are paid with Company shares, those
shares are valued at market at the time the shares are due.





Mineral
property exploration costs are expensed as incurred. When mineral properties are
acquired under option agreements with future acquisition payments to be made at
the sole discretion of the Company, those future payments, whether in cash or
shares, are recorded only when the Company has made or is obliged to make the
payment or issue the shares.  Because option payments do not meet the
definition of tangible property under EITF 04-2, all option payments are
expensed as incurred.





When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves and pre feasibility, the
costs incurred to develop such property are capitalized.  Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis.  Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards.  Any charge
is included in exploration expense or the provision for depletion and
depreciation during the period and the actual restoration expenditures are
charged to the accumulated provision amounts as incurred.





F -
8


Page
19
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


For
the Year Ended December 31, 2008


(Audited)





2.      
Summary of Significant Accounting Principles (continued)





i)      
Long-Lived Assets




In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets”, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger a
review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life.




Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.




j)      
Comprehensive Loss




SFAS No.
130, “Reporting Comprehensive
Income” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. As at
February 28, 2007, the Company’s only component of comprehensive loss was
foreign currency translation adjustments.




k)      
Income Taxes




Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes”
as of its inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefit
of net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.




l)      
Stock-based Compensation




Prior to
January 1, 2006, the Company accounted for stock-based awards under the
recognition and measurement provisions of Accounting Principles Board Opinion
No. 25, “Accounting for Stock
Issued to Employees” using the intrinsic value method of accounting,
under which compensation expense was only recognized if the exercise price of
the Company’s employee stock options was less than the market price of the
underlying common stock on the date of grant. Effective January 1, 2006, the
Company adopted the fair value recognition provisions of SFAS No. 123R “Share Based Payments”, using
the modified retrospective transition method. The Company has not issued any
stock options or share based payments since its inception. Accordingly, there
was no effect on the Company’s reported loss from operations, cash flows or loss
per share as a result of adopting SFAS No 123R.






F -
9





Page
20
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


For
the Year Ended December 31, 2008


(Audited)






2.      
Summary of Significant Accounting Principles (continued)




m)      
Recent Accounting Pronouncements




In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.




In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
132(R)”. This statement requires employers to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This statement also
requires an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited exceptions. The
provisions of SFAS No. 158 are effective for employers with publicly traded
equity securities as of the end of the fiscal year ending after December 15,
2006. The adoption of this statement is not expected to have a material effect
on the Company's future reported financial position or results of
operations.




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS No. 157 is to increase consistency and comparability in fair
value measurements and to expand disclosures about fair value measurements. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of
operations.






F -
10





Page
21
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


For
the Year December 31, 2008


(Audited)







2.      
Summary of Significant Accounting Principles (continued)




m)      
Recent Accounting Pronouncements (continued)




In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Integration
No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statements No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in
income taxes by prescribing a two-step method of first evaluating whether a tax
position has met a more likely than not recognition threshold and second,
measuring that tax position to determine the amount of benefit to be recognized
in the financial statements. FIN 48 provides guidance on the presentation of
such positions within a classified statement of financial position as well as on
de-recognition, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of this standard is not expected to have a
material effect on the Company’s results of operations or financial
position.




In March
2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities


at fair
value eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. The adoption of
this statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.




The FASB
has issued SFAS No. 155 “Accounting for Certain Hybrid
Financial Instruments” and SFAS No. 156 “Accounting for Servicing of
Financial Assets”, but they will not have any relationship to the
operations of the Company. Therefore a description and its impact for each on
the Company’s operations and financial position have not been
disclosed.




n)      
Reclassifications




Certain
reclassifications have been made to the prior year’s consolidated financial
statements to conform to the current period’s presentation.




3.      
Prepaid Expenses




In March
15, 2007 the Company prepaid $20,000 for transfer agency fees for a period of
one year.  As of December 31, 2007, $16,234 has been allocated to
transfer agent expenses. The Company also issued $5,000 to TD Canada Trust as a
deposit for the corporate visa during the period ended June 30,
2007.





F -
11


Page
22
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


For
the Year Ended December 31, 2008


(Audited)





4.      
Mineral Property Interest




On July
30, 2005 Georgia signed an option agreement with Firstline Environmental
Solutions Inc, A Florida Corporation “FESI” to purchase three mineral claims
numbers; 506335, 506336 and 506337 located in the Cariboo District, British
Columbia. The claims are part of the Burns Group Mineral Claim that, encompass
3,900 hectare or 12,000 acres. The option price is $285,000 of which, $35,000
was paid upon signing the agreement and the remaining balance of $250,000 is
payable on two installments (i) $125,000 due on June 30, 2007 and (ii) $125,000
due on June 2008.




The
agreement stipulates that Georgia must commence mineral exploration on the
properties as soon its securities are listed on a public market, and will have
one year from that date to complete its exploration program on the three mineral
claims. FESI may cancel this agreement and Georgia will not be entitled to
recover its $35,000 investment in the event that Georgia does not complete the
exploration by June 30, 2007.




On June
30, 2007, the option to purchase the three mineral claims expired as the Company
was unable to pay the installment of $125,000, due June 30, 2007 and complete
its required exploration program on the claims. Pursuant to the option
agreement, the Company will not be entitled to recover its initial $35,000
investment in said claims, and the amount has been written off in the financial
statements.




On
January 8, 2007 the Company’s wholly owned subsidiary, E G Gold Mines Inc.
entered into an agreement with the President to acquire 100% of his rights to
mineral claim #204547 which is located approximately 40 miles south of Wells,
British Columbia, Canada.  The claim is situated in the Cariboo
Mountains and contains 25 cells (approximately 1,500 acres) of gold mining
property




The
purchase price is $7,038 USD ($8,010 CDN) which is the same amount the President
paid for the claim on original acquisition including the $10 CDN registration
fee. The parties have signed a promissory note whereby the full amount of $7,038
is due on demand, has no specific terms of repayment, is non-interest bearing
and is unsecured




5.      
Related Party Transactions




During
the period ended December 31, 2007 the Company’s President and Director loaned
the Company $131,787 (December 31, 2007: $114,425) to finance working
capital.  The loan does not bear any interest and no specific
repayment date.




All loans
are recorded at face value and are expected to be paid during the 2008 fiscal
year.  As such, these loans are recorded as current
liabilities.




6.      
Common Stock




In March
2007, the Company authorized subscription agreements for 65,300 common shares at
$0.10 per share pursuant to the issuer’s Registration Statement filed on Form
SB-2 which became effective February 14, 2007. The proceeds of $6,530 were
deposited in April 2007 and the shares were issued April 18, 2007.





F -
12





Page
23
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Item 8.   Changes in and disagreements with Accountants on
Accounting and Financial Disclosure





There
have been no disagreements on accounting and financial disclosures from the
inception of the Company through to the date of this Report.





Item 8A.   Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report.  As defined in Rules 13a-15(e) and 15d-15(e),
the term disclosure controls and procedures means controls and other procedures
of an issuer that are designed to ensure that information required to be
disclosed by the issuer in the reports that it files or submits under the Act
(Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.




Based on
this evaluation, our principal executive officer and principal financial officer
concluded as of the evaluation date that our disclosure controls and procedures
were not effective such that the material information required to be included in
our Securities and Exchange Commission reports is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.




Management's
Annual Report on Internal Control Over Financial Reporting




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




Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.




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




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


Page
24
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, management conducted an evaluation of the effectiveness of
our internal control over financial reporting, as of the Evaluation Date, based
on the framework set forth in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our evaluation under this framework, management concluded that our
internal control over financial reporting was not effective as of the Evaluation
Date due to our failure to provide our management's report on internal control
over financial reporting.




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





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





●       Inadequate
Segregation of Duties: We have an inadequate number of personnel to properly
implement control procedures.





●       Lack
of Audit Committee & Outside Directors on the Company's Board of Directors:
We do not have a functioning audit committee or outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and
procedures.





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




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




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




Changes
in Internal Controls Over Financial Reporting




There
have been no changes in our internal controls over financial reporting that
occurred during the fourth fiscal quarter ended December 31, 2008 that have, or
are reasonably likely to affect, our internal controls over financial
reporting.




Recent
Accounting Pronouncements


In March
2005, the FASB issued an interpretation of Statement No. 143, "Accounting for
Asset Retirement Obligations". This interpretation clarifies that the term
"conditional asset retirement obligation" as used in the Statement No. 143,
refers to a legal obligation to perform an asset retirement activity in which
the timing and (or) method of settlement are conditional on a future event that
may or may not be within the control of the entity. The obligation to perform
the asset retirement activity is unconditional even though uncertainty
exists


Page
25
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


about the
timing and (or) method of settlement. Thus, the timing and (or) method of
settlement may be conditional on a future event. Accordingly, an entity is
required to recognize a liability for the fair value of a conditional asset
retirement obligation if the fair value of the liability can be reasonably
estimated.





The fair
value of a liability for the conditional asset retirement obligation should be
recognized when incurred - generally upon acquisition, construction, or
development and (or) through the normal operation of the asset. Uncertainty
about the timing and (or) method of settlement of a conditional asset retirement
obligation should be factored into the measurement of the liability when
sufficient information exist.





Statement
No. 143 acknowledges that in some cases, sufficient information may not be
available to reasonably estimate the fair value of an asset retirement
obligation. This interpretation also clarifies when an entity would have
sufficient information to reasonable estimate the fair value of an asset
retirement obligation. This interpretation is effective no later than the end of
fiscal years after December 15, 2005. Management does not expect FASB
interpretation to the Statement No. 143 to have an impact to the Company's
consolidated financial position or consolidated results of operations and cash
flows.





In May
2005, the FASB issued Statement No. 154, "Accounting Changes and Error
Corrections", a replacement of APB Opinion 20, "Accounting Changes" and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements."
This Statement changes the requirements for the accounting for and reporting of
a change in accounting principle. APB Opinion 20 previously required that most
voluntary changes in  accounting principles be recognized by including
in net income of the period of the change the cumulative effect of changing to
the new accounting principle.





FASB
Statement No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period specific effects or the cumulative effect of the
change. This statement is effective for accounting changes and corrections of
errors made in fiscal periods that begin after December 15, 2005. Management
does not anticipate this statement will impact the Company's consolidated
financial position or consolidated results of operations and cash
flows.





In
February 2006, the FASB issued Statement No. 155, "Accounting for Certain Hybrid
Financial Instruments", an amendment of FASB Statement No.133, "Accounting for
Derivative Instruments and Hedging Activities" and FASB Statement No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." This Statement permits fair value re measurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation; clarifies which interest-only strips and principal-only
strips are not subject to the requirements of Statement No. 133, establishes a
requirement to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation; clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives and amends Statement 140 to eliminate the prohibition on a
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. Management does not anticipate this Statement will impact the
Company's consolidated financial position or consolidated results of operations
and cash flows.





In March
2006, the FASB issued Statement No. 156, "Accounting for Servicing of Financial
Assets", an amendment of FASB Statement No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." This
Statement amends Statement No. 140 with respect to the accounting for separately
recognized servicing assets and servicing liabilities. Management does not
anticipate this Statement will impact the Company's consolidated financial
position or consolidated results of operations and cash flows.





SFAS NO.
123R- In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123R, "Share-Based Payment"
("FAS 123R"), which revised FAS 123 "Accounting for Stock-Based Compensation".
FAS 123R requires measurement and recognition of the costs of


Page
26
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


employee
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award, recognized over the period during which an
employee is required to provide service in exchange for such award.
Implementation is required as of the first interim or annual reporting period
that begins after December 15, 2005 for public entities that file as small
business issuers.





The
Company believes that the above standards would not have a material impact on
its financial position, results of operations or cash flows at this
time.





Item 8B.   Other Information




None to
Report.

























Page
27
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Part III





Item 9.   Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act





The
following table sets forth certain information as of April 14,
2009.





Executive
Compensation





The
following table sets forth the salaries and directors’ fees we expect to pay to
our executives on an annual basis.





Person
                    Age
                    Position
                    TermEdmond
      Forister*
                    46
                    President
      & Director
                    1
      Year





*Edmond
Forister is the President and Director of Georgia International Mining
Corporation.





No
compensation has been paid to the past or current sole director/officer of the
company.





We do not
have an audit committee, nor do we have a compensation committee. We anticipate
forming these committees at a future Board of Directors’ meeting.





Edmond Forister, Chairman, Chief
Executive Officer, President, Chief Financial Officer and Chief Accounting
Officer


Mr.
Edmond Forister, 46, resident of Phoenix Arizona, in addition to his obligations
at Georgia Mining International Corporation, is employed with Home Depot Supply
in Phoenix, Arizona.  Mr. Foristet started with Home Depot in November
2001 and continues with Home Depot as the National Account
Manager.  Mr. Forister was officer and director of American Busing
Corporation (Giant Motor Sports OTCBB: GMOS) from December 2002 until January
2004. From November 2001 to February 2002 Mr. Forister was employed by Brady
Industries responsible for the Phoenix, Arizona and surrounding From January
1990 to September 2001 Mr. Forister was employed by Grainger Industrial Supply
as the Key Account Manager.




Compliance
with Section 16(a) of Securities Exchange Act of 1934




During
the fiscal year ended December 31, 2008, our sole Director and Officer complied
with all applicable Section 16(a) filing requirements. This statement is based
solely on a review of the copies of such reports that reflect all reportable
transactions furnished to us by our Director and Officer and their written
representations that such reports accurately reflect all reportable
transactions.





Item 10.   Executive Compensation




The
following table sets forth the salaries and directors’ fees paid to our
executives on an annual basis.





Executive
Compensation


The
following table sets forth the salaries and directors’ fees we expect to pay to
our executives on an annual basis.





Person
                  Position
                  Salary
                  Directors’ feesEdmond
      Forister *
                  President
      & Director
                  $0.00
                  $0.00




*Edmond
Forister is the President and Director
of  Georgia  International Mining
Corporation.


Page
28
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




We do not
have comparative compensation disclosure for the past fiscal year due to the
company only being in operation for 12 months.





We do not
have an audit committee, nor do we have a compensation committee. We anticipate
forming these committees at a future Board of Directors’ meeting.





Person
                                            
                                            Director’s
      Position
                                            
                                            Stock
      Based Salary
                                            
                                            
                                            Fees
                                            
                                            
                                            Compensation
                                            
                                            
                                            Total2008
                                            
                                            
                                            2007
                                            
                                            
                                            2008
                                            
                                            
                                            2007
                                            
                                            
                                            2008
                                            
                                            
                                            2007
                                            
                                            
                                            2008
                                            
                                            
                                            2007Edmond
      Forister
                                            
                                            Chair,
      CEO, CFO, CAO
                                            
                                            
                                            0
                                            
                                            
                                            
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0Mark
      Hague
                                            
                                            Majority
      Shareholder and Past Chair, Past CEO, Past CFO, Past CAO
                                            
                                            
                                            0
                                            
                                            
                                            
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0





We
currently have one director.





As of
April 14, 2009, there are no other arrangements, standard or otherwise, with any
director or officer wherein the director or officer is compensated other than as
stated above.





We intend
to do one or a combination of the following to compensate our employees,
officers and directors so that they are retained and so that we can attract
qualified personnel as we deem appropriate.





Develop a
stock option plan and have our employees, officers and directors opt in to the
plan at their choosing; and/or issue shares to our employees, officers and
directors.





We do not
have an audit committee or a compensation committee.




Item 11.   Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters





The
following table sets forth, as of  April 14, 2009, certain information
as to shares of our common stock owned by (i) each person known by us to
beneficially own more than 5% of our outstanding common stock, (ii) each of our
directors, and (iii) all of our executive officers and directors as a
group:





AMOUNT
      AND NATURE
                                    
                                    PERCENT
      OFOF
      BENEFICIAL SHARES
                                    
                                    OUTSTANDINGNAME
                                    
                                    OWNED
                                    
                                    OWNERSHIPMark
      Hague
                                    
                                    4,000,000
      common shares
                                    
                                    48.39%





Mr.
Hague’s shares are not registered.





Page
29
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.




Item 12.   Certain Relationships and Related
Transactions





We intend
that any transactions between us and our officers, directors, principal
stockholders, affiliates or advisors will be on terms no less favorable to us
than those reasonably obtainable from third parties.  To date, several
related party transactions have taken place.





In
September 2006, the president purchased Claim number 529404 from shareholder
Doug Merrick in the amount of $7, 038. On January 8, 2007, the president sold
this same claim to the issuer’s subsidiary, EG Gold Mines, Inc. for the same
purchase price of $7,038.





Shareholder,
Tom Hatton is the president of Gemco Minerals and company entered into an
agreement with Gemco on July 30, 2005 as disclosed throughout our
10K.





Item 13.   Exhibits





Exhibits





(a)       Audited
Consolidated Financial Statements (included in Part 11 of this
Report):





Auditor’s
Report


Consolidated
Balance Sheet – December 31, 2008


Consolidated
Statements of  Operations and Deficit – December 31, 2008


Consolidated
Statements of Cash Flows – December 31, 2008


Consolidated
Statement of Stockholders’ Equity – December 31, 2008


Notes
to Consolidated Financial Statements – December 31, 2008





(b)  None





(c)  Exhibit





14.1
                  Code
      of Ethics - Amended
      (previously filed)31.1
                  Certification of Chief Executive Officer and
      Chief Financial Officer and Chief Accounting Officer -
      Amended32.1
                  Certification of Chief Executive Officer, Chief
      Financial Officer and Chief Accounting Officer -
    Amended





Item 14.   Principal Accountant Fees and
Services.





Although
our audit fees have increased because we are a reporting company and filing the
requisite quarterly and annual reports with the Securities and Exchange
Commission, many of these same expenses have been incurred to date due to our
merger, and during the last fiscal year we have had two full audits performed
whereas only one would be done in a typical year. However, we are aware that
audit fees have generally increased as a function of the increased reporting
requirements mandated by the recently enacted Sarbanes-Oxley Act.  We
are also optimistic that our business activities will increase, which will
require auditing procedures over a greater transaction base.





The
auditor’s fee for fiscal 2008 were approximately
$                was
paid but yet not invoiced.





Page
30
 Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


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.






GEORGIA
      INTERNATIONAL MINING CORPORATION(Registrant)By:
                      /s/ Ed
      ForisterEd
      Forister, Chief Executive Officer,Chief
      Financial Officer & Chief Accounting OfficerDate
                      May 18,
      2009

















Page
31