UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





Form 10-K





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





For the fiscal year ended December 31, 2009





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 x    NO o





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 aggregate market value of the voting stock held by non-affiliates of the Company on April 9, 2010 was $4,105,953.





As of March 30, 2010 the Company had 8,265,300 issued and outstanding shares of common stock.











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Table of Contents





PART I
3Item 1.     Description of Business
3Item 2.     Description of Property
7Item 3.     Legal Proceedings
8Item 4.     Submission of Matters to a Vote of Security Holders
8PART II
8Item 5.     Market for Common Equity, Related Stockholder Matters and Issuer Purchaes of Equity Securities
8Item 6.     Selected Financial Data
8Item 7.     Management’s Discussion and Analysis or Plan of Operation
8Item 8.     Financial Statements
15Item 9.     Changes in and disagreements with Accountants on Accounting and Financial Disclosure
31Item 9A.  Controls and Procedures
31Item 9B.   Other Information
32PART III
33Item 10.    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
33Item 11.    Executive Compensation
34Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
35Item 13.    Certain Relationships and Related Transactions
36Item 14.    Principal Accountant Fees and Services
36Item 15.    Exhibits
36






































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Part I




Item 1.    Description of Business




Forward Looking Statements


This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.




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




On November 15, 2009, the Company entered into a non-binding letter of intent offering to merge with Guangdong Jinhao Motorcycle Co., Ltd. ("GJM") and its subsidiaries.  The letter of intent constitutes an expression of mutual intent to pursue the consummation of the transaction but except for provisions set out in the Term Sheet, shall not bind any of the parties.




Subsequent events have been evaluated through April 9, 2010and we make the date a day or two before the audit is released.




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 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 were part of the Burns Group Mineral Claim that encompass 3,900 hectare or 12,000 acres. The area size of the three claims was 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 was payable on two installments (i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008. The agreement stipulated 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 would have the right to cancel this agreement and Georgia International Mining Corporation would 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 past president of GIMC, Mark Hague on January 8, 2007. The purchase price is the same value the past 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.  Mr. Hague, accepted a promissory note in the amount of $7.038.


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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 51.18% 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 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, 2010 and October 15, 2010.





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.








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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 were part of the Burns Group Mineral Claim that encompass 3,900 hectare or 12,000 acres. The area size of the three claims was 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 was 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 would have one year from that date to complete its exploration program on the three mineral claims otherwise, Gemco would have the right to cancel this agreement and Georgia International Mining Corporation would not be entitled to recover its $35,000 investment. The option agreement did not include any current or future royalty payments or any other types of payments that would have to be accrued other then the two installments mentioned above once Georgia International Mining Corporation started its mining operations. Once Georgia International Mining Corporation had incurred the exploration expenditures, and made the payments set out in Section 3 of the Option Agreement to Gemco would 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 past president of GIMC, Mark Hague on January 8, 2007. The purchase price is the same value the past 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.  Mr. Hague, accepted a promissory note in the amount of $7.038.





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.





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 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





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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.





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.





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.





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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.




Item 2.     Description of Property




Georgia International Mining Corporation mailing address is 2601 E. Turquoise Drive, Phoenix, AZ 85028.





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





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










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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 March 30, 2010, there have been three trades of 500 shares each on June 3, 4, 5, 2008 at $1.01 per share.  There have been no other trades in our common stock during the last two fiscal years.





Holders


As of March 30, 2010, 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.





Equity Compensation Plans


As of the date of this annual report, we did not have any equity compensation plans.





Recent Sales of Unregistered Securities


All recent sales of unregistered securities have been previously reported.




Item 6.    Selected financial Data




Not applicable.




Item 7.    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, 2009 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.








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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, 2009 the Company recorded a net loss of $26,875 as compared to a loss of $29,653 for the twelve months ended December 31, 2008. This is a decrease in the loss of approximately $2,778. The loss is represents $0.003 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, 2009


Dec 31, 2008Revenues

Nil


NilNet Loss

$
(26,875
)

$
(29,653
)Loss per share-basic and diluted (cumulative)

$
(0.003
)

$
(0.004
)Total Assets

$
3,012


$
1,656Total Liabilities

$
163,168


$
135,187Cash dividends declared per share

Nil


Nil
 
  As of December 31, 2009, Georgia had total liabilities of $163,168 consisting of $10,726 in accounts payable and accrued liabilities and $152,442 due to related parties. Liabilities increased approximately $27,981 from 2008 due to an increase in shareholder’s loans of $20,665 and an increase in accounts payables of $7,326.
  Georgia's current assets at December 31, 2009, consisted of $3,012 in cash which increased from $1,656 as of December 31, 2008. Total assets as of December 31, 2009 were $3,012.
  Revenues
 No revenue was generated by the Company's operations during the years ended December 31, 2009 and December 31, 2008.
  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 $26,875 consisting of accounting and audit expense of $12,750, bank charges of $656, filing fees of $1,936, mineral property costs of $2,351, office and miscellaneous expenses $2,028 and transfer agent fees of $6,534.
  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 were part of the Burns Group Mineral Claim that encompass 3,900 hectare or 12,000 acres. The area size of the three claims was 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 was payable on two installments (i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008. The agreement




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stipulates that Georgia International Mining Corporation must conduct mineral exploration as soon its securities become listed on a public market, and would have one year from that date to complete its exploration program on the three mineral claims otherwise, Gemco would have the right to cancel this agreement and Georgia International Mining Corporation would not be entitled to recover its $35,000 investment. The option agreement did not include any current or future royalty payments or any other types of payments that would have to be accrued other then the two installments mentioned above once Georgia International Mining Corporation started its mining operations. Once Georgia International Mining Corporation had incurred the exploration expenditures, and made the payments set out in Section 3 of the Option Agreement to Gemco would own an undivided 100% of Gemco’s right, title, and interest in and to the Claims.





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. purchased a mining claim from the past president of GIMC, Mark Hague on January 8, 2007. The purchase price is the same value the past 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.





Liquidity and Capital Resources





Cash and Working Capital


We had cash of $3,210 as of December 31, 2009, compared to cash of $1,656 as of December 31, 2008. We had a working capital deficiency of $160,156 as of December 31, 2009, compared to a working capital deficiency of $133,531 as of December 31, 2008.





The Company’s assets are recorded at the lower of cost or market value. The total assets at December 31, 2009 were $3,012.  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 $19,549 compared to $19,286 for 2008.  We funded the cash used in operating activities primarily through related party loans and equity issues of our common shares.





Investing Activities


We did not undertake any investing activities during 2009, 2008 or 2007.  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.





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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.




Off-Balance Sheet Arrangements


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





Inflation


The effect of inflation on our revenue and operating results has not been significant.





Critical Accounting Policies


Revenue Recognition. The Company derives its revenue from mineral rights.  Revenue from these sales are recognized when the actual payments are received.





Foreign Currency Transactions/Balances.  Coda translates the foreign currency financial statements of its foreign subsidiaries in accordance with the requirements of ASC 830 - Foreign Currency Matters. Assets and liabilities are translated at exchange rates existing at the balance sheet dates, related revenue and expenses are translated at average exchange rates in effect during the period and stockholders’ equity, fixed assets and long-term investments are recorded at historical exchange rates. Resulting translation adjustments are recorded as a separate component in stockholders' equity as part of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in the statement of income.





Income Taxes.Deferred income taxes are provided using the asset and liability method for financial reporting purposes in accordance with the provisions of ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.





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





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Recent Accounting Pronouncements


There are several new accounting pronouncements issued by the FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.




On June 29, 2009, the FASB issued an accounting pronouncement establishing the FASB Accounting Standards Codification(the “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities. This pronouncement was effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities. On the effective date, all non-SEC accounting and reporting standards will be superseded. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switch to the ASC affects the manner in which companies refer to U.S. GAAP in financial statements and note disclosures. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. The Company adopted this body of accounting for the quarterly period ended September 30, 2009, as required, and adoption did not have a material impact on our consolidated financial statements taken as a whole.




FASB ASC Topic 260, “Earnings Per Share.”On January 1, 2009, we adopted new authoritative accounting guidance under FASB ASC Topic 260, “Earnings Per Share,” which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.


FASB ASC Topic 320, “Investments - Debt and Equity Securities.”New authoritative accounting guidance under ASC Topic 320, “Investments - Debt and Equity Securities,” (i) changes existing guidance for determining whether an impairment is other than temporary to debt securities and (ii) replaces the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. Under ASC Topic 320, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. We adopted the provisions of the new authoritative accounting guidance under ASC Topic 320 during the first quarter of 2009. Adoption of the new guidance did not significantly impact our consolidated financial statements.
  FASB ASC Topic 715, “Compensation - Retirement Benefits.”New authoritative accounting guidance under ASC Topic 715, “Compensation - Retirement Benefits,” provides guidance related to an employer’s disclosures about plan assets of defined benefit pension or other post-retirement benefit plans. Under ASC Topic 715, disclosures should provide users of financial statements with an understanding of how investment allocation decisions are made, the factors that are pertinent to an understanding of investment policies and strategies, the major categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and significant concentrations of risk within plan assets. The disclosures required by ASC Topic 715 are not applicable to us.
  FASB ASC Topic 805, “Business Combinations.”On January 1, 2009, new authoritative accounting guidance under ASC Topic 805, “Business Combinations,” became applicable to the Corporation’s accounting for business combinations closing on or after January 1, 2009. ASC Topic 805 applies to all transactions and other events in which one entity obtains control over one or more other businesses. ASC Topic 805 requires an acquirer, upon initially obtaining control of another entity, to recognize the assets, liabilities and any non-controlling interest in the acquiree at fair value as of the acquisition date. Contingent consideration is required to be recognized and measured at fair value on the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. This fair value approach replaces the cost-allocation process required under previous accounting guidance whereby the cost of an acquisition was allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. ASC Topic 805 requires acquirers to expense acquisition-
 
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  related costs as incurred rather than allocating such costs to the assets acquired and liabilities assumed, as was previously the case under prior accounting guidance. Assets acquired and liabilities assumed in a business combination that arise from contingencies are to be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 805, the requirements of ASC Topic 420, “Exit or Disposal Cost Obligations,” would have to be met in order to accrue for a restructuring plan in purchase accounting. Pre-acquisition contingencies are to be recognized at fair value, unless it is a non-contractual contingency that is not likely to materialize, in which case, nothing should be recognized in purchase accounting and, instead, that contingency would be subject to the probable and estimable recognition criteria of ASC Topic 450, “Contingencies.”
  FASB ASC Topic 810, “Consolidation.”New authoritative accounting guidance under ASC Topic 810, “Consolidation,” amended prior guidance to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Under ASC Topic 810, a non-controlling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, ASC Topic 810 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. The new authoritative accounting guidance under ASC Topic 810 became effective for us on January 1, 2009 and did not have a significant impact on our consolidated financial statements.
  Further new authoritative accounting guidance under ASC Topic 810 amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The new authoritative accounting guidance requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s financial statements. The new authoritative accounting guidance under ASC Topic 810 will be effective January 1, 2010 and is not expected to have a significant impact on our consolidated financial statements.
  FASB ASC Topic 815, “Derivatives and Hedging.”New authoritative accounting guidance under ASC Topic 815, “Derivatives and Hedging,” amends prior guidance to amend and expand the disclosure requirements for derivatives and hedging activities to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under ASC Topic 815, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. To meet those objectives, the new authoritative accounting guidance requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The FASB ASC Topic 820, “Fair Value Measurements and Disclosures.”
  New authoritative accounting guidance under ASC Topic 820,”Fair Value Measurements and Disclosures,” affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. ASC Topic 820 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The new accounting guidance amended prior guidance to expand certain disclosure requirements. We adopted the new authoritative accounting guidance under ASC Topic 820 during the first quarter of 2009. Adoption of the new guidance did not significantly impact our consolidated financial statements.
  Further new authoritative accounting guidance (Accounting Standards Update No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair value of a liability in circumstances in which a quoted price in an active market for the identical liability is not available. In such instances, a reporting entity is required to measure fair value utilizing a valuation technique that uses (i) the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) another valuation technique that is consistent with the existing principles of ASC Topic 820, such as an income approach or market approach. The new authoritative accounting guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The forgoing new authoritative accounting guidance under ASC Topic 820 will be effective for our consolidated financial statements beginning October 1, 2009 and is not expected to have a significant impact on our consolidated financial statements.
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 FASB ASC Topic 825 “Financial Instruments.”New authoritative accounting guidance under ASC Topic 825,”Financial Instruments,” requires an entity to provide disclosures about the fair value of financial instruments in interim financial information and amends prior guidance to require those disclosures in summarized financial information at interim reporting periods. The new interim disclosures required under Topic 825 had no impact on our consolidated financial statements.
  FASB ASC Topic 855, “Subsequent Events.”New authoritative accounting guidance under ASC Topic 855, “Subsequent Events,” establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheet date. The new authoritative accounting guidance under ASC Topic 855 became effective for our consolidated financial statements for periods ending after June 15, 2009 and did not have a significant impact on our consolidated financial statements.
  FASB ASC Topic 860, “Transfers and Servicing.”New authoritative accounting guidance under ASC Topic 860, “Transfers and Servicing,” amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. The new authoritative accounting guidance also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASC Topic 860 will be effective January 1, 2010 and is not expected to have a significant impact on our consolidated financial statements.























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Item 8.   Financial Statements








CONSOLIDATED FINANCIAL STATEMENTS






For the Years ended December 31, 2009 and 2008










INDEX TO THE


CONSOLIDATED FINANCIAL STATEMENTS








Report of Independent Registered Public Accounting Firm
Page
F-1ConsolidatedBalance Sheets
Page
F-2ConsolidatedStatements of Operationsand Comprehensive Loss
Page
F-3ConsolidatedStatements of Cash Flows
Page
F-4ConsolidatedStatements of Stockholders’ Deficiency
Page
F -5Notes to the Consolidated Financial Statements
Page
F-6 to 13












































Page 15 of 37
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SEALE AND BEERS, CPAs


PCAOB & CPAB REGISTERED AUDITORS
 www.sealebeers.com
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Board of Directors
 Georgia International Mining Corp.
 (An Exploration Stage Company)
 
 We have audited the accompanying balance sheets of Georgia International Mining Corp. (An Exploration Stage Company) as of December 31, 2009 and December 31 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2009 and December 31 2008 and since inception on January 19, 2005 through December 31, 2009. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Georgia International Mining Corp. (An Exploration Stage Company) as of December 31, 2009 and December 31 2008 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2009 and December 31 2008 and since inception on January 19, 2005 through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statementsthe Company has a working capital deficit of $160,156 and has accumulated losses of $174,866 since inception, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/ Seale and Beers, CPAs
 
 Seale and Beers, CPAs
 Las Vegas, Nevada
 April 14, 2010
 
 
 
 
 
 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351








F-1


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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Consolidated Balance Sheets


December 31, 2009 and 2008


(Stated in US Dollars)




December 31,

2009


December 31,

2008

(restated)AssetsCash

$
3,012


$
1,656Total Assets

$
3,012


$
1,656Liabilities and Stockholders’ DeficitLiabilitiesAccounts payable

$
10,726


$
3,400Due to related parties (Note 4)


152,442



131,787Current liabilities


163,168



135,187Stockholders’ DeficiencyCommon stock, $0.001 par value, 70,000,000 authorized 8,265,300 (2008: 8,265,300) shares issued (Notes 1 and 5)


8,265



8,265Paid in capital in excess of par


6,465



6,465Stock subscription receivable


--



(250
)Deficit Accumulated   Deficit accumulated during the explorations stage


(174,886
)


(148,011
)Stockholders’ Deficiency


( 160,156
)


(133,531
)Total Liabilities and Stockholders’ Deficiency

$
3,012


$
1,656





























The accompanying notes are an integral part of these financial statements





F-2


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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Consolidated Statements of Operations and Comprehensive Loss


For the years ended December 31, 2009 and 2008


and for the period June 19, 2005 (Date of Inception) to December 31, 2009


(Stated in US Dollars)




For the periodFor the period


For the Year


From inceptionEnded


Ended


January 19, 2005 toDecember 31,


December 31,


December 31,2009


2008


2009(restated)Revenue


–



–



–Accounting and audit


12,750



11,741



55,066Bank charges and interest


656



660



2,218Foreign exchange


(81)



-



(47)Legal fees


701



1,018



17,156Mineral property costs


2,351



500



41,611Office and miscellaneous


2,028



2,687



5,793Transfer agent and filing fees


8,470



13,047



53,089Net loss and comprehensive loss for the period

$
(26,875
)

$
(29,653
)

$
( 174,886
)Net Loss Per Share

$
(0.003
)

$
(0.003
)Weighted Average Shares Outstanding


8,265,300



8,265,300












































The accompanying notes are an integral part of these financial statements




F-3


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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Consolidated Statements of Cash Flows


For the years ended December 31, 2009 and 2008


and for the period January 19, 2005 (Date of Inception) to December 31, 2009


(Stated in US Dollars)




For the periodFrom inceptionDecember 31,


December 31,


January 19, 2005 to2009


2008


December 31, 2009(restated)





(restated)Operating ActivitiesNet Loss


(26,875
)


(29,653
)


(174,886
)Change in Non-Cash Working Capital ItemsPrepaid Expenses


--



8,766



--Accounts Payable


7,326



1,601



10,726Net Cash(used) Provided by Operating Activities


(19,549
)


(19,286
)


(164,160
)Financing ActivitiesCommon Shares Issued


250



--



14,730Loans from related parties


20,655



17,362



152,442Net Cash Provided by Financing Activities


20,915



17,362



167,172Increase (decrease) in Cash


(1,356)



(1,924
)


3,012Cash – Beginning of Period


1,656



3,580



0Cash – End of Period

$
3,012


$
1,656


$
3,012Supplemental InformationTaxes Paid


0



0



0Interest Paid


0



0



0





























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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Consolidated Statements of Stockholders’ Deficiency


From January 19, 2005 (date of inception) to December 31, 2009


(Stated in US Dollars)





Common Stock


Paid In

Capital in

Excess of


Stock

Subscriptions


Accumulated

Other

Comprehensive


Accumulated

Deficit

During

ExplorationShares


Amount


Par


Receivable


Loss


Stage


TotalBalance January 19, 2005


--


$
--


$
--


$
--


$
--


$
--


$
--Shares issued for cash at $0.001 on February 10, 2005


8,200,000



8,200



--



--



--



--



8,200Net loss for the year


--



--



--



--







(24,111
)


(24,111
)Balance at December 31, 2005


8,200,000



8,200











--



(24,111
)


(15,911
)Net loss for the year


--



--



--



--



--



(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



65



6,465



--



--



--



6,530Net loss for the year


--



--



--



--



--



(74,493
)


(74,493
)Balance at December 31, 2007


8,265,300



8,265



6,465



--



--



(118,358
)


(103,628
)Stock subscriptions receivable


--



--



--



(250
)


--



--



(250
)Net loss for the year


--



--



--



--



--



(29,653
)


(29,653
)Balance at December 31, 2008


8,265,300



8,265



6,465



--







(148,011
)


(133,531
)Stock subscriptions received


--



--



--



250



--



--



250Net loss for the year


--



--



--



--







(26,875
)


(26,875
)Balance at December 31, 2009


8,265,300


$
8,265


$
6,465


$
--


$
-


$
(174,886
)

$
(160,156
)





The accompanying notes are an integral part of these financial statements
 
 F-5


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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)




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. As at December 31, 2009, the Company has a working capital deficit of $160,156 and has accumulated losses of $174,866 since inception. 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.





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.










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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)




2.       Summary of Significant Accounting Policies (continued)





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





The Company present loss per share in accordance with ASC 260, Earnings Per Share.Basic earnings (loss) per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of Georgia International Mining Corp.  In accordance with ASC 260, the computation of diluted earnings (loss) per share for 2009 and 2008 did not assume the effect of restricted stock units, employee stock options or the 4.50% Notes because the effects were antidilutive.





e)       Financial Instruments





The fair values of cash, accounts payable and accrued liabilities 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)       Foreign Currency Transactions/Balances





Coda translates the foreign currency financial statements of its foreign subsidiaries in accordance with the requirements of ASC 830 - Foreign Currency Matters. Assets and liabilities are translated at exchange rates existing at the balance sheet dates, related revenue and expenses are translated at average exchange rates in effect during the period and stockholders’ equity, fixed assets and long-term investments are recorded at historical exchange rates. Resulting translation adjustments are recorded as a separate component in stockholders' equity as part of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in the statement of income.


















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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)





2.       Summary of Significant Accounting Policies (continued)





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.





i)       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)       Revenue Recognition





The Company derives its revenue from mineral rights.  Revenue from these sales are recognized when the actual payments are received.





k)        Comprehensive Loss













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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)





2.       Summary of Significant Accounting Policies (continued)





l)        Income Taxes





Deferred income taxes are provided using the asset and liability method for financial reporting purposes in accordance with the provisions of ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.





m)        Share-based Payment





The Company is required to recognize compensation expense for equity awards over the requisite service period based on their grant date fair values.  Compensation expense is recognized using a straight-line method only for share-based payments expected to vest.  We estimate forfeitures at the date of grant based on our historical experience and future expectations.  Estimated forfeitures are expected to be minor and not material to the financial statements.





n)      Recent Accounting Pronouncements





There are several new accounting pronouncements issued by the FASB which are not yet effective.  Each of these pronouncements, as applicable, has been or will be adopted by the Company.  Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.





On June 29, 2009, the FASB issued an accounting pronouncement establishing the FASB Accounting Standards Codification (the “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities.  This pronouncement was effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities.  On the effective date, all non-SEC accounting and reporting standards will be superseded.  Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switch to the ASC affects the manner in which companies refer to U.S. GAAP in financial statements and note disclosures. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.  The Company adopted this body of accounting for the quarterly period ended September 30, 2009, as required, and adoption did not have a material impact on our consolidated financial statements taken as a whole.





FASB ASC Topic 260, “Earnings Per Share.”On January 1, 2009, we adopted new authoritative accounting guidance under FASB ASC Topic 260, “Earnings Per Share,” which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.











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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)





2.       Summary of Significant Accounting Policies (continued)





n)       Recent Accounting Pronouncements (continued)





FASB ASC Topic 320, “Investments - Debt and Equity Securities.” New authoritative accounting guidance under ASC Topic 320, “Investments - Debt and Equity Securities,” (i) changes existing guidance for determining whether an impairment is other than temporary to debt securities and (ii) replaces the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. Under ASC Topic 320, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. We adopted the provisions of the new authoritative accounting guidance under ASC Topic 320 during the first quarter of 2009. Adoption of the new guidance did not significantly impact our consolidated financial statements.





FASB ASC Topic 715, “Compensation - Retirement Benefits.”New authoritative accounting guidance under ASC Topic 715, “Compensation - Retirement Benefits,” provides guidance related to an employer’s disclosures about plan assets of defined benefit pension or other post-retirement benefit plans. Under ASC Topic 715, disclosures should provide users of financial statements with an understanding of how investment allocation decisions are made, the factors that are pertinent to an understanding of investment policies and strategies, the major categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and significant concentrations of risk within plan assets. The disclosures required by ASC Topic 715 are not applicable to us.





FASB ASC Topic 805, “Business Combinations.” On January 1, 2009, new authoritative accounting guidance under ASC Topic 805, “Business Combinations,” became applicable to the Corporation’s accounting for business combinations closing on or after January 1, 2009. ASC Topic 805 applies to all transactions and other events in which one entity obtains control over one or more other businesses. ASC Topic 805 requires an acquirer, upon initially obtaining control of another entity, to recognize the assets, liabilities and any non-controlling interest in the acquiree at fair value as of the acquisition date. Contingent consideration is required to be recognized and measured at fair value on the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. This fair value approach replaces the cost-allocation process required under previous accounting guidance whereby the cost of an acquisition was allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. ASC Topic 805 requires acquirers to expense acquisition-related costs as incurred rather than allocating such costs to the assets acquired and liabilities assumed, as was previously the case under prior accounting guidance. Assets acquired and liabilities assumed in a business combination that arise from contingencies are to be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with ASC Topic 450, “Contingencies.” Under ASC Topic 805, the requirements of ASC Topic 420, “Exit or Disposal Cost Obligations,” would have to be met in order to accrue for a restructuring plan in purchase accounting. Pre-acquisition contingencies are to be recognized at fair value, unless it is a non-contractual contingency that is not likely to materialize, in which case, nothing should be recognized in purchase accounting and, instead, that contingency would be subject to the probable and estimable recognition criteria of ASC Topic 450, “Contingencies.”




FASB ASC Topic 810, “Consolidation.” New authoritative accounting guidance under ASC Topic 810, “Consolidation,” amended prior guidance to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Under ASC Topic 810, a non-controlling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other










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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)





2.       Summary of Significant Accounting Policies (continued)





n)       Recent Accounting Pronouncements (continued)





requirements, ASC Topic 810 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. The new authoritative accounting guidance under ASC Topic 810 became effective for us on January 1, 2009 and did not have a significant impact on our consolidated financial statements.





Further new authoritative accounting guidance under ASC Topic 810 amends prior guidance to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The new authoritative accounting guidance requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s financial statements. The new authoritative accounting guidance under ASC Topic 810 will be effective January 1, 2010 and is not expected to have a significant impact on our consolidated financial statements.





FASB ASC Topic 815, “Derivatives and Hedging.” New authoritative accounting guidance under ASC Topic 815, “Derivatives and Hedging,” amends prior guidance to amend and expand the disclosure requirements for derivatives and hedging activities to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under ASC Topic 815, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. To meet those objectives, the new authoritative accounting guidance requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The FASB ASC Topic 820, “Fair Value Measurements and Disclosures.”




New authoritative accounting guidance under ASC Topic 820,”Fair Value Measurements and Disclosures,” affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. ASC Topic 820 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The new accounting guidance amended prior guidance to expand certain disclosure requirements. We adopted the new authoritative accounting guidance under ASC Topic 820 during the first quarter of 2009. Adoption of the new guidance did not significantly impact our consolidated financial statements.





Further new authoritative accounting guidance (Accounting Standards Update No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair value of a liability in circumstances in which a quoted price in an active market for the identical liability is not available. In such instances, a reporting entity is required to measure fair value utilizing a valuation technique that uses (i) the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) another valuation technique that is consistent with the existing principles of ASC Topic 820, such as an income approach or market approach. The new authoritative accounting guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The forgoing new authoritative accounting guidance under ASC Topic 820 will be effective for our consolidated financial statements beginning October 1, 2009 and is not expected to have a significant impact on our consolidated financial statements.








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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)




2.       Summary of Significant Accounting Policies (continued)





n)       Recent Accounting Pronouncements (continued)




FASB ASC Topic 825 “Financial Instruments.” New authoritative accounting guidance under ASC Topic 825,”Financial Instruments,” requires an entity to provide disclosures about the fair value of financial instruments in interim financial information and amends prior guidance to require those disclosures in summarized financial information at interim reporting periods. The new interim disclosures required under Topic 825 had no impact on our consolidated financial statements.




FASB ASC Topic 855, “Subsequent Events.” New authoritative accounting guidance under ASC Topic 855, “Subsequent Events,” establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheet date. The new authoritative accounting guidance under ASC Topic 855 became effective for our consolidated financial statements for periods ending after June 15, 2009 and did not have a significant impact on our consolidated financial statements.





FASB ASC Topic 860, “Transfers and Servicing.”New authoritative accounting guidance under ASC Topic 860, “Transfers and Servicing,” amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. The new authoritative accounting guidance also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASC Topic 860 will be effective January 1, 2010 and is not expected to have a significant impact on our consolidated financial statements.





3.       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.











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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)




3.       Mineral Property Interest(continued)




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 claims #553563 and #564658 which are located approximately 40 miles south of Wells, British Columbia, Canada.  The claims are 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 has no specific terms of repayment, is non-interest bearing and is unsecured.




4.       Related Party Transactions – Note 3





During the year ended December 31, 2009 a former president and director loaned the Company $20,665 (2008: $17,362) to finance working capital.  As at December 31, 2009, a former president and director had loaned the Company $152,442 (2008:  $131,787).  This loan is non-interest bearing, unsecured and has no specific terms for repayment, was owing to the Company’s president and director.





These transactions were incurred in the normal course of operations and, in management’s opinion, were undertaken with the same terms and conditions as transactions with unrelated parties.





5.       Common Stock





The company has 70,000,000 common shares, par value $0.001 authorized and 8,265,300 common shares issued and outstanding at September 30, 2009 and December 31, 2008.





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.  Each common share had an attached warrant with an exercise price of $0.12 and an expiration date of August 31, 2011.





6.        Restatement





In the year ending December 31, 2007, we incorrectly capitalized mineral property acquisition costs of $35,000, which were written down during the year then ended, and $7,038 that were included in the Company’s balance sheet as a long term asset as at December 31, 2007 and 2008.  These mineral property acquisition costs should have correctly been expensed when incurred in 2007, therefore, prior period adjustments have been made to reflect this treatment.





We also reclassified from accounts receivable to stock subscription receivable $250 that remained uncollected at December 31, 2008.





Paid in capital in excess of par was increased by $6,465 and common stock was decreased by the same amount at December 31, 2008 to correctly report common stock at par and the excess received over par as paid in capital in excess of par.
















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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)




7.       Income taxes




A reconciliation of the income tax provision computed at statutory rates to the reported tax provision as follows:





Year ended

December 31, 2009


Year ended December 31, 2008Basic statutory and provincial income tax rate


34.0
%


34.0
%Approximate loss before income taxes

$
26,900


$
29,600Expected approximate tax recovery on net loss, before income tax

$
9,146


$
10,064changes in valuation allowance


(9,146
)


(10,064
)Deferred income tax recovery

$
-


$
-





Significant components of the Company’s future tax assets and liabilities are as follows:





Year ended

December 31, 2009

Year ended

December 31, 2008Deferred income tax assetsNon-capital losses carried forward

$
42,800


$
33,700Mineral properties


15,100



14,300Less: valuation allowance


(57,900
)


(48,000
)Deferred income tax assets

$
-


$
-





At December 31, 2009, the Company has incurred accumulated net operating losses in the United States of America totaling approximately $116,900 which are available to reduce taxable income in future taxation years.





These losses expire as follows:




Year of Expiry

Amount2025

$
24,1002026


19,8002027


25,4002028


29,7002029


26,900$
125,900





The amount taken into income as deferred tax assets must reflect that portion of income tax loss carryforwards that is-more-likely-than-not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards regardless of their time to expiry.






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GEORGIA INTERNATIONAL MINING


(An Exploration Stage Company)


Notes to the Consolidated Financial Statements


December 31, 2009 and 2008


(Stated in US Dollars)




7.       Income taxes – (continued)





Uncertain Tax Positions





The Company has adopted ASC 740 "Income Taxes."  ASC 740 prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns.  FIN 48 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions.




The Company files income tax returns in the U.S. federal jurisdiction, various state and foreign jurisdictions.  The Company’s tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until respective statue of limitation.  It is subject to tax examinations by tax authorities for all taxation years commencing on or after 2008.





Management’s analysis of FIN 48 supports the conclusion that the Company does not have any accruals for uncertain tax positions as of December 31, 2009. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, we would charge interest to interest expense and penalties to other operating expense in the period of the assessment. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.




The Company estimated the expected amount of loss carry forwards available. The Company expects to have significant net operating loss carry forwards for income tax purposes available to offset future taxable income.




8.       Commitments





On November 15, 2009, the Company entered into a non-binding letter of intent offering to merge with Guangdong Jinhao Motorcycle Co., Ltd. ("GJM") and its subsidiaries.  The letter of intent constitutes an expression of mutual intent to pursue the consummation of the transaction but except for provisions set out in the Term Sheet, shall not bind any of the parties.




Subsequent events have been evaluated through April 9, 2010.


































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Item 9.     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 9A.   Controls and Procedures




Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, 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.





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.





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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, 2009 that have, or are reasonably likely to affect, our internal controls over financial reporting.




Item 9B.   Other Information




None to Report.




















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Part III




Item 10.     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 March 30, 2010.




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, 2009, 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.




Significant Employees


Other than as described above, we do not expect any other individuals to make a significant contribution to our business.





Family Relationships


There are no family relationships among our officers, directors or persons nominated for such positions.





Legal Proceedings


None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:





●
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;





●
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);





●
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or





●
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.







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Audit Committee


The functions of the Audit Committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee. The Board of Directors has determined that the cost of hiring a financial expert to act as our director and a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on our Board of Directors.




Director Nominees


We do not have a nominating committee. Our sole director, in his capacity as a director, selects individuals to stand for election as members of the Board. Since the Board of Directors does not include any independent directors, the decision of the Board as to director nominees is made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, not less than 90 days prior to the next annual Board of Directors' meeting at which the slate of Board nominees is adopted, the Board will accept written submissions of proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the shareholder submitting the proposed nominee believes that the nomination would be in the best interests of shareholders. If the proposed nominee is not the same person as the shareholder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board of Directors, as well as a list of references.




The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of management's slate of director nominees submitted to shareholders for election to the Board.




Among the factors that the Board considers when evaluating proposed nominees are their knowledge of, and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from the candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavour to do so.




Item 11.     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.





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


Total2009


2008


2009


2008


2009


2008


2009


2008Edmond

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






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We currently have one director.




As of February 26, 2010, 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.




Compensation of Directors


Our directors have not received any compensation for their services since our inception.




Pension, Retirement or Similar Benefit Plans


There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.




Compensation Committee


We do not currently have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.




Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters




The following table lists, as of March 30, 2010, the number of shares of our common stock beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of our outstanding common stock; (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. Information relating to the beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the rules of the Securities and Exchange Commission, more than one person may be deemed to be a beneficial owner of the same security, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.




The percentages below are calculated based on 8,265,300 issued and outstanding shares of our common stock as of March 30, 2010:




AMOUNT AND NATURE

PERCENT OFOF BENEFICIAL SHARES

OUTSTANDINGNAME

OWNED

OWNERSHIPMark Hague

4,200,000 common shares


50.8
%





Mr. Hague’s shares are not registered.





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Item 13.   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.




Director Independence


Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.




However, we currently use NASDAQ’s general definition for determining director independence, which states that “independent director” means a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. Currently, none of our directors meet this definition of independence.




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 fees for fiscal 2009 were approximately $12,500 compared to $6,000 for fiscal 2008.




Item 15.     Exhibits




Exhibits





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


Report of independent registered public accounting firm


Consolidated Balance Sheets – December 31, 2009 and 2008


Consolidated Statements of  Operations and Comprehensive loss – December 31, 2009 and 2008


Consolidated Statements of Cash Flows – December 31, 2009 and 2008


Consolidated Statement of Stockholders’ Deficiency – December 31, 2009 and 2008


Notes to Consolidated Financial Statements – December 31, 2009 and 2008





(b)       None





(c)       Exhibit





14.1
Code of Ethics - Amended (previously filed)23.1
Consent of Seale and Beers, CPAs31.1
Certification of Chief Executive Officer and Chief Financial Officer and Chief Accounting Officer32.1
Certification of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer














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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
April 14, 2010














































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