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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/A
(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year EndedMay 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to
________________.

Commission file number 000-51583

SONO RESOURCES INC.(Exact
name of registrant as specified in its charter)

|Nevada                                                               | 98-0441019                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation of
      organization) | (I.R.S. Employer Identification No.)

2533 N. Carson Street, Suite 125, Carson City, Nevada
89706(Address of Principal Executive Offices)

(775) 348-9330(Registrants telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

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

Common Stock, Par Value $0.001(Title of
class)

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

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

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files. 
[ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers in
response to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [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. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

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

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

The aggregate market value of the registrants stock held by
non-affiliates of the registrant as of November 30, 2010, computed by reference
to the price at which such stock was last sold on the OTC Bulletin Board ($0.50
per share) on that date, was approximately $12,263,326.

The registrant had 33,673,278 shares of common stock outstanding
as of September 13, 2011.

__________

ii

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TABLE OF CONTENTS

|ITEM
      1.  | BUSINESS                                                                                                                 | 2 
|-------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|ITEM
      1A. | RISK
      FACTORS                                                                                                       | 6 
|ITEM
      1B. | UNRESOLVED
      STAFF COMMENTS                                                                                          | 12
|ITEM
      2.  | PROPERTIES                                                                                                               | 12
|ITEM
      3.  | LEGAL
      PROCEEDINGS                                                                                                  | 20
|ITEM
      4.  | (REMOVED
      AND RESERVED)                                                                                             | 21
|ITEM
      5.  | MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 21
|ITEM
      6.  | SELECTED
      FINANCIAL DATA                                                                                            | 22
|ITEM
      7.  | MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 23
|ITEM
      7A. | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 28
|ITEM
      8.  | FINANCIAL
      STATEMENTS                                                                                               | 28
|ITEM
      9.  | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE                         | 48
|ITEM
      9A. | CONTROLS
      AND PROCEDURES                                                                                            | 48
|ITEM
      9B. | OTHER
      INFORMATION                                                                                                  | 48
|ITEM
      10. | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 49
|ITEM
      11. | EXECUTIVE
      COMPENSATION                                                                                             | 53
|ITEM
      12. | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS               | 54
|ITEM
      13. | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                           | 55
|ITEM
      14. | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                             | 55
|ITEM
      15. | EXHIBITS                                                                                                                 | 56

iii

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EXPLANATORY NOTE

This amendment to our annual report on Form 10-K for our fiscal year ended May 31, 2011 is being filed in order to correct the disclosure about the acquisition of Bonnyridge (Pty) Ltd. (“Bonnyridge”) and to provide property disclosure about the mineral licenses that we acquired through our acquisition of Bonnyridge that completed on July 25, 2011, which we should have included in our original filing on Form 10-K for our fiscal year ended May 31, 2011, that was filed with the Securities and Exchange Commission on September 13, 2011.

This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K for our year ended May 31, 2011, or modify or update the disclosure therein in any way other than as required to reflect the amendments set forth herein.

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements that
involve risks and uncertainties. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
may, will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. In evaluating these statements, you should
consider various factors, including the assumptions, risks and uncertainties
outlined in this annual report under Risk Factors. These factors or any of
them may cause our actual results to differ materially from any forward-looking
statement made in this annual report. Forward-looking statements in this annual
report include, among others, statements regarding:

- our capital needs;
- business plans; and
- expectations.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding future events, our actual results will likely vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Some of the risks and assumptions
include:

- our need for additional financing;
- our limited operating history;
- our history of operating losses;
- our exploration activities may not result in commercially exploitable
  quantities of ore on our current or any future mineral properties;
- the risks inherent in the exploration for minerals such as geologic
  formation, weather, accidents, equipment failures and governmental
  restrictions;
- the competitive environment in which we operate;
- changes in governmental regulation and administrative practices;
- our dependence on key personnel;
- conflicts of interest of our directors and officers;
- our ability to fully implement our business plan;
- our ability to effectively manage our growth; and
- other regulatory, legislative and judicial developments.

We advise the reader that these cautionary remarks expressly
qualify in their entirety all forward-looking statements attributable to us or
persons acting on our behalf. Important factors that you should also consider,
include, but are not limited to, the factors discussed under Risk Factors in
this annual report.

The forward-looking statements in this annual report are made
as of the date of this annual report and we do not intend or undertake to update
any of the forward-looking statements to conform these statements to actual
results, except as required by applicable law, including the securities laws of
the United States.

AVAILABLE INFORMATION

Sono Resources Inc. files annual, quarterly and current
reports, proxy statements, and other information with the Securities and
Exchange Commission (the Commission or SEC). You may read and copy documents
referred to in this Annual Report on Form 10-K that have been filed with the
Commission at the Commissions Public Reference Room, 100 F Street, N.E.,
Washington, D.C. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain
copies of our Commission filings by going to the Commissions website at
http://www.sec.gov.

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REFERENCES

As used in this annual report: (i) the terms we, us, our,
Sono and the Company mean Sono Resources Inc.; (ii) SEC refers to the
Securities and Exchange Commission; (iii) Securities Act refers to the United
States Securities Act of 1933, as amended; (iv) Exchange Act refers to the
United States Securities Exchange Act of 1934, as amended; and (v) all dollar
amounts refer to United States dollars unless otherwise indicated.

PART I

|ITEM 1. | BUSINESS
|------- | --------

Name, Incorporation and Principal Offices

We were incorporated under the laws of the State of Nevada on
April 5, 2004 under the name Revelstoke Industries, Inc. for the purpose of
reclaiming and stabilizing land in preparation for construction in Canada.
Effective November 27, 2006, we changed our name to Geneva Gold Corp.
Subsequently, effective March 1, 2007, we changed our name to Geneva Resources,
Inc.. On February 10, 2011 we merged with our wholly-owned subsidiary, Sono
Resources, Inc., pursuant to Articles of Merger that the Company filed with the
Nevada Secretary of State. This merger became effective March 11, 2011 and we
changed our name to Sono Resources, Inc. We are an exploration stage enterprise,
as defined in FASB ASC 915 Development Stage Entities.

Our principal offices are located at Suite 125, 2533 N. Carson
Street, Carson City, Nevada 89706; our telephone number is (775) 348-9330.

Overview

We are currently engaged in the business of exploration of
precious metals with a focus on the exploration and development of gold deposits
in North America and internationally. As of the date of this Annual Report, our
mineral interests consist mainly of option agreements on exploration stage
properties as discussed below. We have not established any proven or probable
reserves on our mineral property interests.

Mineral Properties

Vilcoro Gold Property

On February 23, 2007, we entered into a Property Option
Agreement with St. Elias Mines Ltd., (St. Elias) a publicly traded company on
the TSX-V exchange, to acquire not less than an undivided 66% legal, beneficial
and registerable interest in certain mining leases in Peru comprised of
approximately 600 hectares in Peru.

On December 1, 2007, we entered into an extension agreement
with St. Elias (the December Extension Agreement). The December Extension
Agreement (i) acknowledged that in accordance with the terms and provisions of
the Property Option Agreement, we must incur and pay exploration expenditures of
not less than $500,000 prior to January 17, 2008, and (ii) provided an extension
until March 31, 2008 to incur and pay such Exploration Expenditures. On June 4,
2008, an indefinite extension was granted by St. Elias to pay such Exploration
Expenditures, based on the Operators work on schedule.

Under the terms of the Property Option Agreement, and in order
to exercise its Option to acquire the properties, we were required to make the
following non-refundable cash payments to St. Elias totaling $350,000 in the
following manner:

| | 1. | Payment of $50,000 in cash (paid).                                                                                                                                                                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | The second payment of $100,000 in cash and issuance of
      12,500 shares of the Companys common stock were due on or before the
      twelve month anniversary of the signing of the Property Option Agreement
      (paid and issued).
| | 3. | The third payment of $200,000 in cash was due on or
      before the twenty fourth month anniversary of the signing of the Property
      Option Agreement.                                                                               

We were also required to incur costs totaling $2,500,000 as
follows:

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| | 1. | expenditures of $500,000 were to be incurred on or before
      the twelve month anniversary (subsequently indefinitely extended as
      described above) of the signing of the Property Option Agreement.
      ($551,000 was incurred from the inception of the agreement through May 31,
      2009;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | expenditures of $750,000 were to be incurred on or before
      the twenty-fourth-month anniversary (subsequently indefinitely extended as
      described above) of the signing of the Property Option Agreement;
    and                                                                              
| | 3. | expenditures of $1,250,000 were to be incurred on or
      before the thirty-sixth-month anniversary (subsequently indefinitely
      extended as described above) of the signing of the Property Option
      Agreement.                                                                               

Also under the terms of the Property Option Agreement, St.
Elias would be the operator of the properties and would receive an 8% operator
fee on all exploration expenditures. Once we exercised the Option defined above,
we agreed to pay 100% of all ongoing exploration, development and production
costs until commercial production and we had the right to receive 100% of any
cash flow from commercial production of the properties until we had recouped our
production costs, after which the cash flow would be allocated 66% to us and 34%
to St. Elias.

On November 10, 2008, we commenced legal proceedings in the
Supreme Court of British Columbia, Canada against each of St. Elias and John
Brophy, P. Geol. We sought rescission of the Property Option Agreement and the
return of all funds and shares advanced by us to St. Elias. We alleged that St.
Elias failed to properly discharge its duty as an operator of the Vilcoro
Property and also alleged that each of St. Elias and Mr. Brophy failed to
provide us with complete and accurate information relating to the ownership of
the Vilcoro Property and to the ownership of the adjacent property, including
failing to disclose that Mr. Brophy and his wife had an interest in the Vilcoro
Property and the adjacent property. We also alleged that St. Elias used some of
the exploration funds provided by us to fund the exploration of the adjoining
property.

A statement of Defense was filed by St. Elias and Mr. Brophy on
December 23, 2008, denying the majority of the allegations made by us. In
addition St. Elias and John Brophy also filed a counterclaim against us for
abuse of process and punitive damages.

On May 5, 2010, we entered into a mutual release with St. Elias
pursuant to which St. Elias and we agreed to release one another from all causes
of action, claims and demands of any nature of kind whatsoever arising out of or
in any way related to any of the subject matter of the Statement of Claim. As
part of the mutual release St. Elias agreed to return to us the 12,500 shares of
common stock that we previously issued to St. Elias. On July 12, 2010, the
12,500 shares were returned to treasury and cancelled.

Amelia and San Martin

As of November 30, 2009, we entered into a letter agreement
(the Letter Agreement) with Glenn Patrick Schmitz (the Optionor), in
connection with the proposed acquisition of an 80% interest in thirty-nine
mineral concessions located near Domyeko in Chile. In accordance with the terms
and provisions of the Letter Agreement: (i) we paid the Optionor $5,000 upon
execution of the Letter Agreement; (ii) we were to issue to the Optionor an
aggregate of 2,000,000 shares of our restricted common stock as follows: (a)
500,000 shares as the initial tranche within thirty days of execution of a
formal and definitive agreement (the Formal Agreement), (b) 1,000,000 shares
upon the expiration of the first twelve month period after execution of the
Formal Agreement, and (c) 500,000 shares upon the expiration of the second
twelve month period after execution of the Formal Agreement; (iii) we were to
pay the Optionor further amounts as follows: (a) $300,000 prior to the
expiration of the first twelve month period after execution of the Formal
Agreement, (b) an amount to be paid by us as exploration expenditures prior to
expiration of the second twelve month period after execution of the Formal
Agreement, which amount was to be solely and exclusively determined by us based
on the first year term drilling and exploration results, and (c) an amount to be
paid by us as exploration expenditures prior to expiration of the third twelve
month period after execution of the Formal Agreement, which amount was to be
solely and exclusively determined by us based on the second year term drilling
and exploration results.

Upon completion of due diligence, we decided not to proceed
with this proposed acquisition and made a request for the return of the $5,000.
As of May 31, 2010, the $5,000 was written off to mineral property expenditures
based on uncertainty as to collection.

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Botswana Share Purchase Agreement

During the year ended May 31, 2011, we entered into a formal
Share Purchase Agreement, as amended, (the Share Purchase Agreement) with
Tignish (PTY) Ltd., a Botswana company (the Vendor), to purchase 95 percent of
the issued and outstanding shares of Bonnyridge (PTY) Ltd., also a Botswana
company (Bonnyridge), which is the legal and beneficial owner of three mineral
license blocks located in Northwestern Botswana, Africa (the Property).

Effective July 25, 2011, we completed the acquisition from
Tignish of 950 common shares of Bonnyridge (the Purchased Shares),
representing 95% of the issued and outstanding shares of Bonnyridge. Pursuant to
the Share Purchase Agreement, Tignish has sold, and the Company has purchased,
the Purchased Shares for the following consideration: (i) an initial cash
payment of US$200,000 (paid April 20, 2011); (ii) a further cash payment of
US$100,000 (paid July 29, 2011); and (iii) 6,500,000 restricted common shares of
the Company (issued July 31, 2011). In order to maintain its Property interests,
Bonnyridge continued to be obligated to provide the Vendor with USD$900,000
payable in three instalments of USD$300,000 per year over a three-year period
 ($300,000 of which was
covered by the two cash payments described above).

Effective on August 11, 2011, we entered into an agreement in
principle to acquire the remaining 5% of the shares of Bonnyridge Pty to hold
100% of the shares. Sono has now acquired the remaining 5% Shares by paying
$100,000 in cash (paid September 7, 2011) and issuing 1,000,000 additional
shares from treasury (issued August 30, 2011); thereby also eliminating the
additional cash payments of $600,000, which had been required under the Share
Purchase Agreement described above.

Proposed Future Business Operations

Our current strategy is to complete further acquisitions of
other mineral property opportunities which fall within the criteria of providing
a geological basis for development of mining initiatives that can provide near
term revenue potential and production cash flows to create expanding reserves.
We anticipate that our ongoing efforts, subject to adequate funding being
available, will continue to be focused on successfully concluding negotiations
for additional interests in mineral properties. We plan to build a strategic
base of producing mineral properties.

Our ability to continue to complete planned exploration
activities and expand acquisitions and explore mining opportunities is dependent
on adequate capital resources being available and further sources of debt and
equity being obtained.

Development of Mineral Properties

The requirement to raise further funding for mineral
exploration and development for the next twelve months and beyond may be
dependent on the outcome of geological and engineering testing occurring over
this interval on potential properties. If future results provide the basis to
continue development and geological studies indicate high probabilities of
sufficient mineral production quantities, we will attempt to raise capital to
further our programs, build production infrastructure, and raise additional
capital for further acquisitions. This includes the following activity:

- Target further leases for exploration potential and obtain further funding
  to acquire new development targets.
- Review all available information and studies.
- Digitize all available factual information.
- Completion of a NI 43-101 Compliant Report with a qualified geologist
  familiar with mineralization in the respective area.
- Determine feasibility and amenability of extracting the minerals.

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- Create investor communications materials, corporate identity.
- Raise funding for mineral development.

Competition

We operate in a highly competitive industry, competing with
other mining and exploration companies, and institutional and individual
investors, which are actively seeking metal and mineral based exploration
properties throughout the world together with the equipment, labour and
materials required to exploit such properties. Many of our competitors have
financial resources, staff and facilities substantially greater than ours. The
principal area of competition is encountered in the financial ability to cost
effectively acquire prime metal and minerals exploration prospects and then
exploit such prospects. Competition for the acquisition of metal and minerals
exploration properties is intense, with many properties available in a
competitive bidding process in which we may lack technological information or
expertise available to other bidders. Therefore, we may not be successful in
acquiring and developing profitable properties in the face of this competition.
No assurance can be given that a sufficient number of suitable metal and
minerals exploration properties will be available for acquisition and
development.

Minerals Exploration Regulation

Our minerals exploration activities are, or will be, subject to
extensive foreign laws and regulations governing prospecting, development,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Minerals exploration is also subject to risks and liabilities
associated with pollution of the environment and disposal of waste products
occurring as a result of mineral exploration and production. Compliance with
these laws and regulations may impose substantial costs on us and will subject
us to significant potential liabilities. Changes in these regulations could
require us to expend significant resources to comply with new laws or
regulations or changes to current requirements and could have a material adverse
effect on our business operations.

Exploration and production activities are subject to certain
environmental regulations which may prevent or delay the commencement or
continuance of our operations. In general, our exploration and production
activities are subject to certain foreign regulations and may be subject to
federal, state and local laws and regulations relating to environmental quality
and pollution control. Such laws and regulations increase the costs of these
activities and may prevent or delay the commencement or continuance of a given
operation. Compliance with these laws and regulations does not appear to have a
future material effect on our operations or financial condition to date.
Specifically, we may be subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
However, such laws and regulations, whether foreign or local, are frequently
changed and we are unable to predict the ultimate cost of compliance. Generally,
environmental requirements do not appear to affect us any differently or to any
greater or lesser extent than other companies in the industry and our current
operations have not expanded to a point where either compliance or cost of
compliance with environmental regulation is a significant issue for us. Costs
have not been incurred to date with respect to compliance with environmental
laws but such costs may be expected to increase with an increase in scale and
scope of exploration.

Minerals exploration operations are subject to comprehensive
regulation which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our business
operations. Minerals exploration operations are subject to foreign, federal,
state, and local laws relating to the protection of the environment, including
laws regulating removal of natural resources from the ground and the discharge
of materials into the environment. Minerals exploration operations are also
subject to federal, state, and local laws and regulations which seek to maintain
health and safety standards by regulating the design and use of drilling methods
and equipment. Various permits from government bodies are required for drilling
operations to be conducted; no assurance can be given that such permits will be
received. Environmental standards imposed by federal, state, or local
authorities may be changed and any such changes may have material adverse
effects on our activities. Moreover, compliance with such laws may cause
substantial delays or require capital outlays in excess of those anticipated,
thus causing an adverse effect on us. Additionally, we may be subject to
liability for pollution or other environmental damages which we may elect not to
insure against due to prohibitive premium costs and other reasons. As of the
date of this Annual Report, we have not been required to spend any material
amount on compliance with environmental regulations. However, we may be required
to do so in the future and this may affect our ability to expand or maintain our
operations.

5

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Research and Development Activities

No research and development expenditures have been incurred,
either on our account or sponsored by customers, during the past three
years.

Employees

We do not employ any persons on a full-time or on a part-time
basis. Peter Wilson is our President/Chief Executive Officer and William D.
Thomas is our Treasurer/Chief Financial Officer. These individuals are primarily
responsible for all our day-to-day operations. Other services are provided by
outsourcing, consultant, and special purpose contracts.

Subsidiaries

The Company does not have any subsidiaries.

Patents and Trademarks

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

|ITEM 1A. | RISK FACTORS
|-------- | ------------

An investment in our common stock involves a number of
very significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this annual report in
evaluating our company and its business before purchasing shares of our common
stock. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks. The risks described below
may not be all of the risks facing our company. Additional risks not presently
known to us or that we currently consider immaterial may also impair our
business operations. You could lose all or part of your investment due to any of
these risks.

Risks Related to Our Business

We will need to raise additional financing to complete
exploration on our properties.

We will require significant additional financing in order to
continue our exploration activities. Furthermore, if the costs of any planned
exploration programs are greater than anticipated, we may have to seek
additional funds through public or private share offerings or arrangements with
corporate partners. There can be no assurance that we will be successful in our
efforts to raise these required funds, or on terms satisfactory to us. The
continued exploration of current and future mineral properties and the
development of our business will depend upon our ability to establish the
commercial viability of our precious metal and mineral properties and to
ultimately develop cash flow from operations and reach profitable operations.

We currently are in the exploration stage and we have no
revenue from operations and we are experiencing significant negative cash flow.
Accordingly, the only other sources of funds presently available to us are
through the sale of equity. We presently believe that debt financing will not be
an alternative to us. Alternatively, we may finance our business by offering an
interest in any of our mineral properties to be earned by another party or
parties carrying out further exploration and development thereof or to obtain
project or operating financing from financial institutions, neither of which is
presently intended. If we are unable to obtain this additional financing, we
will not be able to continue our exploration activities and our assessment of
the commercial viability of our precious metal and mineral properties. Further,
if we are able to establish that development of our current or future precious
metal and mineral properties is commercially viable, our inability to raise
additional financing at this stage would result in our inability to place our
mineral properties into production and recover our investment. We may not
discover commercially exploitable quantities of precious metals or minerals on
our current or future properties that would enable us to enter into commercial
production, and achieve revenues and recover the money we spend on
exploration.

Our mineral properties do not contain reserves in accordance
with the definitions adopted by the Securities and Exchange Commission, and
there is no assurance that any exploration programs that we carry out will
establish reserves. We plan to conduct exploration activities on our mineral
properties, which exploration may include the completion of feasibility studies necessary to evaluate whether
a commercial mineable mineral exists on any of our properties. There is a
substantial risk that these exploration activities will not result in
discoveries of commercially recoverable quantities of minerals. Any
determination that our properties contain commercially recoverable quantities of
minerals may not be reached until such time that final comprehensive feasibility
studies have been concluded that establish that a potential mine is likely to be
economic. There is a substantial risk that any preliminary or final feasibility
studies carried out by us will not result in a positive determination that our
mineral properties can be commercially developed.

6

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Our exploration activities on our mineral properties may not
be commercially successful, which could lead us to abandon our plans to develop
the property and our investments in exploration.

Our long-term success depends on our ability to establish
commercially recoverable quantities of ore on our mineral properties that can
then be developed into commercially viable mining operations. Mineral
exploration is highly speculative in nature, involves many risks and is
frequently non-productive. These risks include unusual or unexpected geologic
formations, and the inability to obtain suitable or adequate machinery,
equipment or labor. The success of mineral exploration is determined in part by
the following factors:

- identification of potential mineralization based on superficial analysis;
- availability of government-granted exploration permits;
- the quality of management and geological and technical expertise; and
- the capital available for exploration.

Substantial expenditures are required to establish proven and
probable reserves through drilling and analysis, to develop processes to extract
minerals, and to develop the mining and processing facilities and infrastructure
at any chosen site. Whether a mineral deposit will be commercially viable
depends on a number of factors, which include, without limitation, the
particular attributes of the deposit, such as size, grade and proximity to
infrastructure; metal prices, which fluctuate widely; and government
regulations, including, without limitation, regulations relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of minerals and
environmental protection. We may invest significant capital and resources in
exploration activities and abandon such investments if we are unable to identify
commercially exploitable mineral reserves. The decision to abandon a project may
reduce the trading price of our common stock and impair our ability to raise
future financing. We cannot provide any assurance to investors that we will
discover or acquire any mineralized material in sufficient quantities on any of
our properties to justify commercial operations. Further, we will not be able to
recover the funds that we spend on exploration if we are not able to establish
commercially recoverable quantities of precious metals or minerals on our
properties.

Our business is difficult to evaluate because we have a
limited operating history.

In considering whether to invest in our common stock, you
should consider that our inception was April 5, 2004 and, as a result, there is
only limited historical financial and operating information available on which
to base your evaluation of our performance. In addition, we only recently
acquired the primary minerals exploration prospects and have limited experience
in early stage exploration efforts.

We have a history of operating losses and there can be no
assurances we will be profitable in the future.

We have a history of operating losses, expect to continue to
incur losses, and may never be profitable, and we must be considered to be in
the exploration stage. Further, we have been dependent on sales of our equity
securities and debt financing to meet our cash requirements. We have incurred
net losses totaling approximately $8,489,180 from inception (April 5, 2004) to
May 31, 2011. As of May 31, 2011, we had an accumulated deficit of $8,489,180
and incurred net losses of approximately $330,570 during fiscal year ended May
31, 2011. Further, we do not expect positive cash flow from operations in the
near term. There is no assurance that actual cash requirements will not exceed
our estimates. In particular, additional capital may be required in the event
that: (i) the costs to acquire additional mineral exploration claims are more
than we currently anticipate; (ii) exploration and or future potential mining
costs for additional claims increase beyond our expectations; or (iii) we
encounter greater costs associated with general and administrative expenses or
offering costs.

7

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Future participation in an increased number of minerals
exploration prospects will require substantial capital expenditures.

The uncertainty and factors described throughout this section
may impede our ability to economically discover, acquire, develop and/or exploit
mineral prospects. As a result, we may not be able to achieve or sustain
profitability or positive cash flows from operating activities in the
future.

The financial statements for the fiscal year ended May 31, 2011
and May 31, 2010 have been prepared assuming that the Company will continue as a
going concern, which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business. Our ability
to continue as a going concern is dependent on raising additional capital to
fund our operations and ultimately on generating future profitable operations.
There can be no assurance that we will be able to raise sufficient additional
capital or eventually have positive cash flow from operations to address all of
our cash flow needs. If we are not able to find alternative sources of cash or
generate positive cash flow from operations, our business and shareholders will
be materially and adversely affected.

We will require additional funding in the future.

Based upon our historical losses from operations, we will
require additional funding in the future. If we cannot obtain capital through
financings or otherwise, our ability to execute our exploration programs will be
greatly limited. Our current plans require us to make capital expenditures for
the exploration of our minerals exploration properties. Historically, we have
funded our operations through the issuance of equity and short-term debt
financing arrangements. We may not be able to obtain additional financing on
favorable terms, if at all. Our future cash flows and the availability of
financing will be subject to a number of variables, including potential
production and the market prices of certain minerals. Further, debt financing
could lead to a diversion of cash flow to satisfy debt-servicing obligations and
create restrictions on business operations. If we are unable to raise additional
funds, it would have a material adverse effect upon our operations.

As part of our growth strategy, we intend to acquire
additional precious metals and minerals exploration properties.

Such acquisitions may pose substantial risks to our business,
financial condition, and results of operations. In pursuing acquisitions, we
will compete with other companies, many of which have greater financial and
other resources to acquire attractive properties. Even if we are successful in
acquiring additional properties, some of the properties may not produce positive
results of exploration, or we may not complete exploration of such prospects
within specified time periods which may cause the forfeiture of the lease in
that prospect. There can be no assurance that we will be able to successfully
integrate acquired properties, which could result in substantial costs and
delays or other operational, technical, or financial problems. Further,
acquisitions could disrupt ongoing business operations. If any of these events
occur, it would have a material adverse effect upon our operations and results
from operations.

We are relatively a new entrant into the precious metals and
minerals exploration and development industry without profitable operating
history.

Since inception, our activities have been limited to
organizational efforts, obtaining working capital and acquiring a very limited
number of properties. As a result, there is limited information regarding
production or revenue generation. As a result, our future revenues may be
limited. The business of minerals exploration and development is subject to many
risks and if gold or other precious metals or other minerals are found in
economic production quantities, the potential profitability of future possible
mining ventures depends upon factors beyond our control. The potential
profitability of mining mineral properties if economic quantities of minerals
are found is dependent upon many factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground and water conditions and
adverse claims to water rights; (ii) geological problems; (iii) metallurgical
and other processing problems; (iv) the occurrence of unusual weather or
operating conditions and other force majeure events; (v) lower than expected
grades of minerals; (vi) accidents; (vii) delays in the receipt of or failure to
receive necessary government permits; (viii) delays in transportation; (ix)
labor disputes; (x) government permit restrictions and regulation restrictions;
(xi) unavailability of materials and equipment; and (xii) the failure of
equipment or processes to operate in accordance with specifications or
expectations.

8

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The risks associated with exploration and development and,
if applicable, mining could cause personal injury or death, environmental
damage, delays in mining, monetary losses and possible legal liability.

We are not currently engaged in mining operations because we
are in the exploration phase and have not yet proved any minerals reserves. We
do not presently carry property and liability insurance. Cost effective
insurance contains exclusions and limitations on coverage and may be unavailable
in some circumstances.

The mineral exploration and mining industry is highly
competitive and there is no assurance that we will be successful in acquiring
the leases.

The mineral exploration and mining industry is intensely
competitive, and we compete with other companies that have greater resources.
Many of these companies not only explore for and produce certain minerals, but
also market certain minerals and other products on a regional, national or
worldwide basis. These companies may be able to pay more for productive mineral
properties and exploratory prospects or define, evaluate, bid for and purchase a
greater number of properties and prospects than our financial or human resources
permit. In addition, these companies may have a greater ability to continue
exploration activities during periods of low mineral market prices. Our larger
competitors may be able to absorb the burden of present and future foreign,
federal, state, local and other laws and regulations more easily than we can,
which would adversely affect our competitive position. Our ability to acquire
additional properties and to discover productive prospects in the future will be
dependent upon our ability to evaluate and select suitable properties and to
consummate transactions in a highly competitive environment. In addition,
because we have fewer financial and human resources than many companies in our
industry, we may be at a disadvantage in bidding for exploratory prospects and
producing mineral properties.

The marketability of natural resources will be affected by
numerous factors beyond our control which may result in us not receiving an
adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or
discovered by us will be affected by numerous factors beyond our control. These
factors include macroeconomic factors, market fluctuations in commodity pricing
and demand, the proximity and capacity of natural resource markets and
processing equipment, governmental regulations, land tenure, land use,
regulation concerning the importing and exporting of certain minerals and
environmental protection regulations. The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result in us
not receiving an adequate return on invested capital to be profitable or
viable.

Mineral mining operations are subject to comprehensive
regulation, which may cause substantial delays or require capital outlays in
excess of those anticipated, causing an adverse effect on our business
operations.

If economic quantities of certain minerals are found on any
lease owned by us in sufficient quantities to warrant mining operations, such
mining operations are subject to foreign, federal, state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Mineral mining operations are also subject to foreign, federal,
state, and local laws and regulations which seek to maintain health and safety
standards by regulating the design and use of mining methods and equipment.
Various permits from government bodies are required for mining operations to be
conducted; no assurance can be given that such permits will be received.
Environmental standards imposed by federal, provincial, or local authorities may
be changed and any such changes may have material adverse effects on our
activities. Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated, thus resulting in an
adverse effect on us. Additionally, we may be subject to liability for pollution
or other environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. To date we have not been required
to spend material amounts on compliance with environmental regulations. However,
we may be required to do so in future and this may affect our ability to expand
or maintain our operations.

Minerals exploration and development and mining activities
are subject to certain environmental regulations, which may prevent or delay the
commencement or continuance of our operations.

Minerals exploration and development and potential mining
operations are or will be subject to stringent federal, state, provincial, and
local laws and regulations relating to improving or maintaining environmental
quality. Our global operations are also subject to many environmental protection
laws. Environmental laws often require parties to pay for remedial action or to
pay damages regardless of fault. Environmental laws also often impose liability
with respect to divested or terminated operations, even if the operations were
terminated or divested of many years ago.

9

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Future potential mineral mining operations and current
exploration activities are or will be subject to extensive laws and regulations
governing prospecting, development, production, exports, taxes, labor standards,
occupational health, waste disposal, protection and remediation of the
environment, protection of endangered and protected species, mine safety, toxic
substances and other matters. Mineral mining is also subject to risks and
liabilities associated with pollution of the environment and disposal of waste
products occurring as a result of mineral exploration and production. Compliance
with these laws and regulations will impose substantial costs on us and will
subject us to significant potential liabilities.

Costs associated with environmental liabilities and
compliance may increase with an increase in future scale and scope of
operations.

We believe that our prior and future operations will comply, in
all material respects, with all applicable environmental regulations. However,
we are not fully insured at the current date against possible environmental
risks.

Any change in government regulation/administrative practices
may have a negative impact on our ability to operate and our
profitability.

The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency may be
changed, applied or interpreted in a manner which will fundamentally alter our
ability to carry on business. The actions, policies or regulations, or changes
thereto, of any government body or regulatory agency, or other special interest
groups, may have a detrimental effect on us. Any or all of these situations may
have a negative impact on our ability to operate and/or our profitability.

We may be unable to retain key employees or consultants or
recruit additional qualified personnel.

Our extremely limited personnel means that we would be required
to spend significant sums of money to locate and train new employees in the
event any of our employees resign or terminate their employment with us for any
reason. Due to our limited operating history and financial resources, we are
entirely dependent on the continued service of Peter Wilson, our President/Chief
Executive Officer and William D. Thomas, our Treasurer/Chief Financial Officer
and a director. Further, we do not have key man life insurance on this
individual. We may not have the financial resources to hire a replacement if any
of our officers were to die. The loss of service could therefore significantly
and adversely affect our operations.

Our officers and directors may be subject to conflicts of
interest.

Our officers and directors serve only part time and are subject
to conflicts of interest. Each of our executive officers and directors serves
only on a part time basis. Each devotes part of his working time to other
business endeavors, including consulting relationships with other corporate
entities, and has responsibilities to these other entities. Such conflicts
include deciding how much time to devote to our affairs, as well as what
business opportunities should be presented to us. Because of these
relationships, our officers and directors may be subject to conflicts of
interest.

Nevada law and our articles of incorporation may protect our
directors from certain types of lawsuits.

Nevada law provides that our officers and directors will not be
liable to us or our stockholders for monetary damages for all but certain types
of conduct as officers and directors. Our Bylaws permit us broad indemnification
powers to all persons against all damages incurred in connection with our
business to the fullest extent provided or allowed by law. The exculpation
provisions may have the effect of preventing stockholders from recovering
damages against our officers and directors caused by their negligence, poor
judgment or other circumstances. The indemnification provisions may require us
to use our limited assets to defend our officers and directors against claims,
including claims arising out of their negligence, poor judgment, or other
circumstances.

Risks Related to Our Common Stock

Sales of a substantial number of shares of our common stock
into the public market by certain stockholders may result in significant
downward pressure on the price of our common stock and could affect your ability
to realize the current trading price of our common stock.

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The trading price of our common stock on the OTC Bulletin
Board has been and may continue to fluctuate significantly and stockholders may
have difficulty reselling their shares.

Our common stock commenced trading on approximately December 1,
2006 on the OTC Bulletin Board and the trading price has fluctuated. In addition
to volatility associated with Bulletin Board securities in general, the value of
your investment could decline due to the impact of any of the following factors
upon the market price of our common stock: (i) disappointing results from our
discovery or development efforts; (ii) failure to meet our revenue or profit
goals or operating budget; (iii) decline in demand for our common stock; (iv)
downward revisions in securities analysts estimates or changes in general
market conditions; (v) technological innovations by competitors or in competing
technologies; (vi) lack of funding generated for operations; (vii) investor
perception of our industry or our prospects; and (viii) general economic
trends.

In addition, stock markets have experienced price and volume
fluctuations and the market prices of securities have been highly volatile.
These fluctuations are often unrelated to operating performance and may
adversely affect the market price of our common stock. As a result, investors
may be unable to sell their shares at a fair price and you may lose all or part
of your investment.

Additional issuances of equity securities may result in
dilution to our existing stockholders.

Our Articles of Incorporation authorize the issuance of
50,000,000 shares of common stock. The Board of Directors has the authority to
issue additional shares of our capital stock to provide additional financing in
the future and the issuance of any such shares may result in a reduction of the
book value or market price of the outstanding shares of our common stock. If we
do issue any such additional shares, such issuance also will cause a reduction
in the proportionate ownership and voting power of all other stockholders. As a
result of such dilution, if you acquire shares of our common stock, your
proportionate ownership interest and voting power could be decreased. Further,
any such issuances could result in a change of control.

Our common stock is classified as a penny stock under SEC
rules which limits the market for our common stock.

Because our stock is not traded on a stock exchange or on the
NASDAQ National Market or the NASDAQ Small Cap Market, and because the market
price of the common stock has fluctuated and may trade at times at less than $5
per share, the common stock may be classified as a penny stock. SEC Rule 15g-9
under the Exchange Act imposes additional sales practice requirements on
broker-dealers that recommend the purchase or sale of penny stocks to persons
other than those who qualify as an established customer or an accredited
investor. This includes the requirement that a broker-dealer must make a
determination that investments in penny stocks are suitable for the customer and
must make special disclosures to the customers concerning the risk of penny
stocks. Many broker-dealers decline to participate in penny stock transactions
because of the extra requirements imposed on penny stock transactions.
Application of the penny stock rules to our common stock reduces the market
liquidity of our shares, which in turn affects the ability of holders of our
common stock to resell the shares they purchase, and they may not be able to
resell at prices at or above the prices they paid.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our
operations.

A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in our ability to
raise additional capital for our operations. Since our operations to date have
been principally financed through the sale of equity securities, a decline in
the price of our common stock could have an adverse effect upon our liquidity
and our continued operations. A reduction in our ability to raise equity capital
in the future would have a material adverse effect upon our business plan and
operations, including our ability to continue our current operations. If our
stock price declines, we may not be able to raise additional capital or generate
funds from operations sufficient to meet our obligations.

Certain of our directors and officers are outside the United
States with the result that it may be difficult for investors to enforce within
the United States any judgments obtained against certain of our directors or
officers.

Certain of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to effect service of process on our
directors or officers, or enforce within the United States or Canada any judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. Consequently, you may
be effectively prevented from pursuing remedies under U.S. federal securities
laws against them. In addition, investors may not be able to commence an action
in a Canadian court predicated upon the civil liability provisions of the
securities laws of the United States.

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|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable as we are not an accelerated or large
accelerated filer.

|ITEM 2. | PROPERTIES
|------- | ----------

Our executive offices are located at Suite 125-2533 N. Carson
Street, Carson City, Nevada 89706.

Bonnyridge Licenses (the Sono Project or Sono
Property)

Description and Location

The Sono Project is located within the Ghanzi and Ngamiland
  Districts of northwest Botswana. The centre of the Sono Project is 240
  kilometres (km) west-south-west of the town of Maun and 90 km
  north-north-west of the town of Ghanzi. The geographic centre of the Sono
  Property is at Latitude 20°5600 South and Longitude 21°1800 East, which lies
  in Southern Zone 34 of the Universal Transverse Mercator (UTM) projection
using the WGS84 datum (Figure 1).



Figure 1. Sono Property Location Map

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Land Tenure

The Sono Project consists of three (3) contiguous prospecting
  license blocks (PL700/2009, PL701/2009 and PL702/2009). The prospecting licence
  boundaries have not been surveyed. The license status is shown in Table 1. The
  Company does not own the surface rights to the prospecting licences and as such
  the Company must negotiate with the surface right owners for access to their
respective properties in order to carry out mineral exploration programmes.

Table 1. List of the Bonnyridge prospecting licenses and
relevant information.

Map 
        #
      PL ID
      Issue date
      Expiry date
      Area 
        (km2)
      Status
      Metals
      Company1
      PL700/2009
      2009/10/01
      2012/09/30
      983.0
      original
      base and precious
      BON2
      PL701/2009
      2009/10/01
      2012/09/30
      992.2
      original
      base and precious
      BON3
      PL702/2009
      2009/10/01
      2012/09/30
      990.4
      original
      base and precious
      BON


BON: Bonnyridge (Pty) Ltd

Botswana Minerals and Environmental Policy

The minerals industry is administered by the Minister of
  Minerals, Energy and Water resources (MMEWR) and is regulated by the Botswana
  Mines and Minerals Act of 1999 (the Act). The Act, which repealed the previous
  Mining Rights Act of 1976, was revised to reflect the changed policies of
  mineral development and disposition in the country. It seeks to address the
  shortcomings of the 1976 Act by streamlining it to encourage investment.
  Furthermore, ministerial discretion has been discarded in favour of more
  transparent procedures for obtaining and transferring mining properties; taxes
  and royalties have been revised, and environmental policies have been included
in the legislation for the first time (Mining Journal, 1999).

The Prospecting License, Mining License, and Mineral Permit
  rights stipulated in the Act are summarized in Table 2 below. A Prospecting
  License may be transferred to any other person provided that the Minister is
  notified within 30 days before the intended transfer, upon which the transferee
  will assume and be responsible for all rights, liabilities and duties of the
transferor under the Prospecting Licence.

Table 2. Prospecting Licence Rights

Type of Right
      Validity
      Renewal Period
      Size of Area
      Rights
      ObligationsProspecting License
      Maximum of 3 years
      Maximum of 2 years (and 2 renewals); after the
        original granting, the surface area is reduced by 50%
      Maximum of 1000 km2
       to prospect thereon for the mineral to which
        his prospecting licence relates 
         drill boreholes and make such
        excavations as may be necessary 
         erect camps and put up temporary
        buildings for machinery necessary for prospecting purposes 
         to
        transfer, with government approval
       carry out prospecting according to a works
        programme 
         notify Minister of the discovery of all minerals 
        
        annually submit an audited report on expenditure to the Director of
        Geological Survey 
         keep full and accurate records of prospecting
        operations, to be submitted on a quarterly basisMining License
      Maximum of 25 years
      Unlimited renewal periods, not exceeding 25
        years
      Not specified
       to mine the mineral to which the mining
        licence relates 
         erect the necessary equipment, plant and buildings 
        dispose of any mineral product recovered; 
         prospect within the mining
        area 
         dispose any mineral or waste product in a manner approved by
        the Director of Mines 
         to transfer, with government approval
       Must carry out mining according to the
        programme of works and in accordance with good mining and environmental
        practice 
         notify the Minister as soon as mining becomes profitable 
         keep (in Botswana) all technical and financial records and submit to
        Minister when, and if, required 
         furnish the Minister with a copy of
        annual audited financial statements within six months of the end of each
        financial year 
         Upon the issue of a mining licence, the Government
        shall have the option of acquiring up to 15% working interest
        participation in the proposed mine


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A new type of mineral concession, the retention license (RL),
  has been recently introduced. The RL allows an investor that has completed an
  exploration programme and confirmed the discovery of a mineral deposit to retain
  rights over it for renewable periods, should prevailing market conditions make
  immediate exploitation of the deposit un-economic. According to the Act (1999),
  a retention license is valid for a maximum period of three years and is
  renewable only once at any time not later than three months before the expiry
date.

Mining Rights in Botswana

The holders of mineral rights must compensate surface owners
  for the use and any possible damage to their properties as a result of the
  mining activities. The environmental policies outlined in the new Act are
  lacking in detail and it is suggested that the country adopts an all inclusive
  explicit and comprehensive environmental protection act that covers all
  environmental issues as a matter of urgency (Matshediso, 2005); however, the
  government clearly expects the mining industry to carry out its activities in an
  environmentally responsible manner and the Act stipulates the following
obligations (in summary):

| | 1. | Preserve the natural environment;                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                               
| | 2. | Submit a comprehensive Environmental Impact Assessment as
      part of the Project Feasibility Study Report prior to commencement of
      mining operations;
| |    |                                                                                                                                                               
| | 3. | Prevent and where not avoidable, promptly treat pollution
      and contamination of the environment;                                                         
| |    |                                                                                                                                                               
| | 4. | Restore the land substantially to the condition in which
      it was prior to the commencement of operations; and,                                           
| |    |                                                                                                                                                               
| | 5. | Make ongoing financial provision for compliance with the
      (environmental) obligations.                                                                   

According to the Mines and Minerals Act (1999), a royalty is
  payable to the government of 10% for precious stones, 5% for precious metals,
  and 3% for other minerals. The percentage is based upon the gross sale value
receivable at the mine gate.

Accessibility

The Sono Property area is situated within the Kalahari Desert,
  between the towns of Maun to the north and Ghanzi to the south. Maun provides
  the main entry for tourism to the Okavanga Deltathe largest inland delta in the
  world which is located some 60km to the north of the Sono Property (see Figure
  1).

The Sono Property is accessed via the paved Trans Kalahari
  Highway (TKHor Botswana A3 highway) that is located within 15 to 40 km
  to the east of the Sono Property and then by a network of unpaved farm roads.
  Small-engine fixed-wing aircraft access is available on some of the nearby
  farms. Travel time, by road from Maun to the northern most section of the Sono
  Property is approximately three (3) hours. The Sono Property is accessible year
  round.

Maun is serviced by an international airport with several
  regularly scheduled flights from Gaborone, the capital of Botswana,
  Johannesburg, South Africa and Windhoek, Namibia.

The Kuke Veterinary Fence (Kuke Fence), erected to
  prevent the spread of cattle diseases, transects the Sono Property and limits
  access across the Sono Property except along the manned control gate on the TKH.

Climate

The climate of the Sono Property area is classified as
  semi-arid and tropical, with highly erratic and unpredictable amounts of
  rainfall. Most of the rainfall occurs in the summer months from October to April
  and often falls in high intensity, localized convectional showers. Winters are
  very dry, usually with very scarce precipitation in July and August. Annual
  rainfall is typically around 450 millimetres. Floods and droughts are two major
environmental problems facing the country.

Temperatures in the Maun  Ghanzi region range from an average
  low of 16.0 degrees Celsius (°C) in the winter months to an average high of
33.0°C in October. The average temperature is around 22°C.

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Unlike other sub-Saharan countries where the rainy season can
  hamper mineral exploration efforts, mineral exploration can be carried out year
round on the Sono Property.

Local Resources and Infrastructure

Farms, historic camps and tourism provide a network of roads
  and the A3 national highway is within 60 km of the Sono Property. There is an
  existing 132 kilovolt transmission line supplying approximately 20 megawatts
  (MW) to Maun from a sub-station located in Francistown, around 500 km from Maun
  by road. Botswana Power Corporation has begun construction of the first 150 MW
  unit, which is expected to be operational in 2012, at the Morupule power plant.
  Eventually, Botswana Power plans to increase power generation capacity at
  Morupule to 600 MW. The town of Ghanzi is supplied by an independent power
producer, Bemco, from diesel generators.

Maun is equipped with the labour, supplies, and services
  required for most of the basic mineral exploration needs for the Sono Project.
  Maun has an international airport and is connected to Ghanzi located 270 road km
  southwest from Maun via the A3, an all weather tar-surface road. Maun has a
  population of 43,776 (2001 census) which can support staffing requirements for
  both mineral exploration and/or mining operations. Ghanzi which has a population
  of 9,934 (2001 census) is also another town that could provide staffing
requirements for both mineral exploration and/or mining operations.

There is currently no railway in the area. The closest railhead
  to the Sono Property is at Gobabis in Namibia, which runs west to the deep water
  port located at Walvis Bay, Namibia. However, Botswana and Namibia have
  commenced a feasibility study for the construction of a Trans Kalahari Railway
  to link the two countries. The project has been scheduled to begin in 2012 or
2013 (Figure 2).



Figure 2. Infrastructure map for southern Africa and copper
smelter locations (source: Sono Resources, Inc.)

Physiography

The Sono Property lies at an altitude of approximately 1,000 m
  ASL in the Kalahari sandveld, a gently undulating sand-covered plain with
  variations of about 150 m from east to west. The almost uniformly flat landscape
  has a few low hills towards the south of Ngamiland and Ghanzi District. The
  Kgwebe, Ngwanalekau and Mabeleapodi Hills in the south and southwest of
  Ngamiland District, and Tsau Hills to the south of the Kuke Fence in Ghanzi
District,  provide topographic diversity. The main topographic feature in
  the area is the Ghanzi Ridge, which strikes northeast-southwest. Its peak is at
  an elevation of 1,134 m near the town of Ghanzi and reaches 924 m elevation near
Maun.

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Vegetation varies from the sparse thorn scrub and large open
  grassy plains of the Kalahari to the medium to dense tree and bush savannah that
  predominates in the north and east, consisting of grasslands interspersed with
  trees. The Terminalia tree and bush savannah are predominant within the Sono
Property area.

Wildlife is abundant and includes eland, hartebeest, springbok,
  ostrich, lion, giraffe, leopard, antelope, and elephant. Due to the network of
  veterinary and ranch fences, many of these animals reside inside the CKGR.
Numerous species of birds, reptiles, and insects also reside in the area.

History

Prior Property Ownership and
Overview of Major Regional Exploration Programmes

There is no record of previous work conducted on any of the
  Sono prospecting license blocks; therefore, the approach to exploration by Sono
  will rely on information provided by both regional airborne geophysical surveys
  carried out by the Government of Botswana and by historical and current
activities on the adjacent properties as reported by competitor activity.

1960s to 1980

Previous exploration work in the region has been ongoing since
  the early 1960s. Johannesburg Investments (JCI) initiated a regional
  geological mapping programme of Western Ngamiland in 1962 but failed to detect
  any signs of copper mineralisation. In 1967, a joint venture (JV) between
  Anglovaal with De Beers, US Steel, and Tsumeb Corporation, explored the area and
  have been credited to the early discovery of copper mineralisation found at the
  Zeta deposit which is currently being developed by Discovery Metals Limited
(DML).

During the late 1960s a separate joint venture group that was
  managed and operated by US Steel continued alone with mineral exploration
  programmes in the region. Using soil geochemistry, ground geophysics, trenching
  and drilling, the US Steel JV was successful in identifying additional copper
  mineralisation targets over a wider area than previously identified by the
  Anglovaal led joint venture. Although, early successes were obtained,
  exploration was discontinued by the US Steel joint venture group in 1980 due to
low copper prices.

1989 to 1996

In 1989, Anglo American Corporation (AAC) took over the
  exploration properties released by US Steel. AAC conducted a combined airborne
  magnetic and electromagnetic survey of the region. This was followed up with
  soil geochemistry, ground geophysics, and drilling. AAC terminated their
exploration programme in 1994 due to low copper prices.

In 1996, Delta Gold acquired rights to explore the area, in
  joint-venture with Kalahari Gold & Copper (Pty) Ltd. and Gencor/BHP
  Billiton. Much of this work was based on the prior data. Exploration was
abandoned in 2000 due to low copper prices.

Property Geology

Lithostratigraphy

The Sono Project lithostratigraphy is comprised of basal Kgwebe
  Formation, overlain by upper Proterozoic Ghanzi group metasediments, Karoo
  Supergroup, and Kalahari Group surficial sediments. Matchless Amphibolite Series
rocks occur to the north (Figure 3).

16

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Figure 3. Property Geology of the Sono Property

Kgwebe Formation

The oldest rocks in the area are the Kgwebe Formation,
  consisting of a bimodal volcanic sequence and derived volcaniclastic sediments.
  Kgwebe rocks consist of porphyritic rhyolites and subalkaline basalts, with
  minor pyroclastic flow deposits, peperites, and subaerial basaltic lavas
  intercalated with localized epiclastic and tuffaceous sediments (Kampunzu et al,
  1998). The Kgwebe Formation is depicted as having been emplaced during the
  initial extensional stages of an intracontinental rift basin. Rifting is thought
  to have been driven by a thermally-initiated modelthe Kalahari Craton being
  situated above a mantle plumethat supplied high heat flow and mantle
  convection, driving extension and thinning of the overlying crust. Thermal
  subsidence and down-sagging of the rift basin along bounding faults has led to
  the subsequent deposition of fluvial and volcaniclastic sediments over the
  bimodal volcanic sequence. Previous U-Pb zircon age determinations on the
  widespread Kgwebe porphyritic rhyolite yielded an age of 1106 ± 2 Ma interpreted
  as the crystallization age (Schwartz et al. 1996). This age determination
  imparts a reliable maximum age for the overlying Ghanzi Group sediments that are
  host to Cu mineralisation of the project (Pretorius and Park, 2011) (Figure
4).

17

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Figure 4. Tectonostratigraphy of the Ghanzi Project, Kgwebe
  Formation and Ghanzi Group rocks (Moodie, 2000). Red line indicates location of
Cu mineralisation

Ghanzi Group

The Kgwebe Formation is unconformably overlain by the Ghanzi
  Group. The Kuke Formation, a 500 m thick crossbedded sandstone unit with
  conglomerate, was previously assigned to the Kgwebe Formation (Moodie, 1996a,b,
  Kampunzu et al., 1998). More recent studies, however, show that the Kuke
  Formation displays an unconformity with the underlying Kgwebe Formation, above
  which is a thin basal conglomerate with clasts of the underlying volcanic;
  therefore, it is now regarded as forming the basal part of the Ghanzi Group
  (Moodie, 2000). Overlying the Kuke Formation are the Ngwako Pan, D'Kar and
Mamuno Formations in ascending order of stratigraphy (Figure 3).

Ngwako Pan Formation

The Ngwako Pan Formation is approximately 2,000 m thick and
  consists of poorly exposed basal wackes overlain by better-sorted red sandstones
  interbedded with pebbly layers and granule-rich layers. This formation is
  interpreted to be a fluvial to ebb-and-flow tidal environment type of deposit.
  The bulk of these sediments are pervasively oxidized red and maroon units, with
  minor grey coloured reduced units. These units form the footwall of the
mineralized horizon (Pretorius and Park, 2011) (Figure 3).

DKar Formation (Hanging Wall)

The Ngwako Pan Formation is conformably overlain by the D'Kar
  Formation, a 1,500 metre thick succession of dominantly finely laminated
  grey-green siltsones and mudstones with fine-grained interbedded sandstones
  (Moodie, 2000). The coarser clastic units are generally grey and massive bedded,
  although, internally both the arenaceous and argillaceous units show good
  lamination. The DKar Formation is also characterized by a dark and light banded
  rhythmite unit and thin limestone horizons, in part oolitic (Moodie, 2000)
(Figure 3).

The D'Kar Formation represents a major regional transgressive
  sequence. The rocks of this formation are reduced facies and characterized by an
  abundance of fine-grained pyrite, as well as organic rich shales that may be
  rich enough in carbon to be classified as black shales. The contact between the
  Ngwako Pan and DKar Formations is a regional-scale reduction-oxidation (redox)
  front that has chemically localized the precipitation of Cu and Ag, as most of
  the Cu mineralisation is found along this horizon (Pretorius and Park, 2011)
(Figure 3).

18

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Mamuno Formation

The D'Kar Formation is conformably overlain by 1500 m of Mamuno
  Formation. This formation mainly consists of red sandstone and mudstone facies
  and is characterized by cross-bedding and wave ripples. Minor intraclastic
  limestone horizons are interbedded with the mudstone facies (Moodie, 2000). The
  interpreted depositional environment is high energy, near-shore environments
  deposited over deeper water, shallow shelf sediments of the D'Kar Formation
(Jones and Desrochers, 1992) (Figure 3).

The widespread sedimentary sequence of basal coarse sandstones
  overlain by fine-grained intercalated siltstones, mudstones, and shales with
  minor carbonates is typical of rift sediments deposited within a continental
  shelf marginal marine setting. This depositional model for the project agrees
  with the accepted regional interpretation of the broader Ghanzi Group throughout
  Botswana and its westward sedimentary counterparts in Namibia (Pretorius and
Park, 2011) (Figure 3).

Matchless Amphibolite Series
Belt

The Matchless Amphibolite Belt (MAB) is a narrow linear zone
  of deformed and metamorphosed mafic igneous rocks that extend from Namibia to
  northern Botswana (Breitkopf et al. 1988) (Figure 3). The amphibolites represent
tholeiitic basaltic rocks formed in an extensional tectonic setting.

Mineral deposits within the MAB consist of massive and
  semi-massive pyritic Cu-Zn (-Ag, Au) deposits that are sporadically developed
  within the Namibian portion of the MAB. Most of the known orebodies along the
  Namibian portion of the MAB have been deformed to cigar or pencil shape and that
the largest of the deposits (Onjihase) contained 16 millions tons.

Overburden

The Ghanzi Group is overlain by the Tertiary-age Kalahari Group
  sands and calcrete. These units range in thickness from two (2) metres in the
south end of the licenses to 30 metres in the north.

Metamorphism and Structural
Deformation

The rocks of the Ghanzi-Chobe Belt were affected by regional
  polyphase deformation and low-grade greenschist metamorphism during the late
  Neoproterozoic to early Palaeozoic Damaran Orogeny, which was the result of
  continent-continent collision between the Kalahari and Congo Cratons. The
  metamorphic grade is mainly greenschist facies with the development of chlorite
  and sericite in mudstones and shales, and chlorite-epidote vein selvages in
  sandstones and siltstones (Pretorius and Park, 2011). The metamorphic alteration
  assemblage is summarised as
chlorite-epidote-quartz-calcite-muscovitehematite.

Two main phases of regional scale folding have deformed the
  Ghanzi Group host rock sequence. The earlier phase of folding (F1) produced
  cylindrical, close to tight folds about a northeast trending fold axis.
  Individual F1 folds are remarkably continuous along their NE axial trends, for
  lengths of up to 100 km. The wavelength of this folding is regionally variable,
  but is approximately 4 km near Hana Minings Banana Zone (Pretorius and Park
2011).

A D2 deformation resulted in the formation of a later
  generation of F2 folds re-folding the existing F1 folds about the fold axes that
  trend northwest. The F2 folds are much more open in profile (low amplitude), and
  fold the earlier F1 structures in a series of broad, regional scale warps. The
  wavelength for F2 folds is estimated to be approximately 20 km (Pretorius and
  Park 2011). These broadly spaced warps introduced plunge reversals to the axes
  of F1 folds, and are responsible for giving Hana Minings Banana Zone its
characteristic doubly plunging shape.

The F1 / F2 fold interference pattern is classified as Type 1,
  indicating: (i) that both F1 and F2 folds have a similar shape in profile, (ii)
  that both fold sets are upright (sub-vertical axial planes), and (iii) the axis
  of F1 folds is at a high angle to the axis of the overprinting F2 folds
(Pretorius and Park 2011).

Due to the paucity of information, the structural geology of
  the Ghanzi-Chobe Belt s poorly understood. As such, based on the structural
  interpretation of the known deposits within the Botswana section of the
  Ghanzi-Chobe Belt, it is characterised by open to tight folding and thrusting
along a NE-SW axis resultant from collision tectonics  between the Kaapvaal and Congo cratons during the Damara
  orogen. A later orthogonal compression event, from the northeast, superposed
open folds aligned along a NW-SE axis.

Mineralization

There is currently no known mineralization or mineralized zones
  on the Sono Property. We plan to conduct exploration activities on the Sono
  Property, which exploration may include the completion of feasibility studies
  necessary to evaluate whether a commercial mineable mineral exists on the Sono
  Property. However, we cannot provide any assurance that we will discover any
  mineralized material in sufficient quantities on the Sono Property to justify
commercial operations.

19

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|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

Except as disclosed below, we are not a party to any material
legal proceedings nor are we aware of any legal proceedings pending or
threatened against us or our properties.

St. Elias

On November 6, 2008, we filed a Writ of Summons and Statement
of Claim (collectively, the Statement of Claim) against St. Elias and John A.
Brophy (Brophy) in the Supreme Court of British Columbia. The Statement of
Claim related to the Vilcoro Property Option Agreement.

The Statement of Claim alleged the following claims: (i) in
tort against Brophy alleging non-disclosure of material facts and complete and
accurate information relating to the ownership of the Vilcoro Property and to
the ownership of the adjacent property, including failing to disclose that
Brophy and his wife had an interest in the Vilcoro Property and the adjacent
property, which entitled us to rescind the Property Option Agreement and return
of an aggregate of $150,000 paid to St. Elias under the Property Option
Agreement, an aggregate of $486,000 paid in exploration expenditures, and 12,500
shares of our common stock issued to St. Elias; (ii) breach of the Property
Option Agreement relating to the failure by St. Elias to provide to us all data
and information in its possession or under its control relating to St. Elias
exploration activities on and in the vicinity of the Vilcoro Properties; and
(iii) breach of the Technical Services Agreement by failure of St. Elias to
timely prepare and provide a budget or work programs or to expeditiously advance
the work on the Vilcoro Properties and diversion by St. Elias of money, time and
resources.

On December 23, 2008, a statement of defense was filed by St.
Elias and Brophy denying the majority of the allegations made by us in our
Statement of Claim. In addition, St. Elias and Brophy also filed a counter claim
against us for abuse of process and punitive damages.

We sought to rescind the Property Option Agreement and the
Technical Services Agreement and damages associated with tortious
misrepresentation and breach, punitive or exemplary damages.

On May 5, 2010, we entered into that certain mutual release
with St. Elias pursuant to which we and St. Elias agreed to release one another
from all causes of action, claims and demands of any nature or kind whatsoever
arising out of or in any way related to any of the subject matter of the
Statement of Claim. On July 12, 2010, the 12,500 common stock shares were
returned to treasury and cancelled.

Kivel

On October 26, 2009, Stacey Kivel, former president of the
Company filed a lawsuit of wrongful dismissal in the State of Nevada. During
July 2007, we terminated the employment of Stacey Kivel, our then President, for
cause. Subsequently, Ms. Kivel made certain false allegations against us. We
refuted her allegations and believed termination was justified. On October 13,
2010 all parties agreed to a settlement to which the Company agreed to pay Ms.
Kivel, $40,000 (paid on October 27, 2010).

20

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|ITEM 4. | (REMOVED AND RESERVED)
|------- | ----------------------

Not applicable.

PART II

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

Market Information

Shares of our common stock have been quoted on the OTC Bulletin
Board since approximately December 1, 2006. From December 1, 2006 to May 23,
2011 shares of our common stock were quoted on the OTC Bulletin Board under the
symbol GVRS and from May 23, 2011 to date under the symbol SRCI. The market
for our common stock is limited, volatile and sporadic. The following table sets
forth the high and low prices relating to our common stock for the periods
indicated, as provided by the OTC Bulletin Board. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions.

QUARTER ENDED
    HIGH
    LOWMay 31, 2011
    $1.29
    $0.45February 28, 2011
    $0.60
    $0.50November 30, 2010
    $1.50
    $0.30August 31, 2010
    $1.40
    $0.25May 31, 2010
    $1.20
    $0.16February 28, 2010
    $4.04
    $0.16November 30, 2009
    $0.60
    $0.12August 31, 2009
    $0.24
    $0.08May 31, 2009
    $0.16
    $0.08


Holders

As of September 13, 2011, we had 29 shareholders of record,
which does not include shareholders whose shares are held in street or nominee
names. We believe that there are approximately 1,000 beneficial owners of our
common stock.

Dividend Policy

No dividends have been declared or paid on our common stock. We
have incurred recurring losses and do not currently intend to pay any cash
dividends in the foreseeable future.

Securities Authorized For Issuance Under Compensation
Plans

On May 9, 2007, our Board of Directors authorized and approved
the adoption of the 2007 Plan effective May 9, 2007, under which an aggregate of
1,250,000 of our shares may be issued. The purpose of the 2007 Plan is to
enhance our long-term stockholder value by offering opportunities to our
directors, officers, employees and eligible consultants to acquire and maintain
stock ownership in order to give these persons the opportunity to participate in
our growth and success, and to encourage them to remain in our service.

The 2007 Plan is to be administered by our Board of Directors
or a committee appointed by and consisting of one or more members of the Board
of Directors, which shall determine (i) the persons to be granted Stock Options
under the 2007 Plan; (ii) the number of shares subject to each option, the
exercise price of each Stock Option; and (iii) whether the Stock Option shall be
exercisable at any time during the option period up to ten (10) years or whether
the Stock Option shall be exercisable in installments or by vesting only. 2007
Plan provides authorization to the Board of Directors to grant Stock Options to
purchase a total number of shares of our common stock not to exceed 5,000,000
shares as at the date of adoption by the Board of Directors of the 2007 Plan. At
the time a Stock Option is granted under the 2007 Plan, the Board of Directors
shall fix and determine the exercise price at which shares of our common stock
may be acquired.

In the event an optionee ceases to be employed by or to provide
services to us for reasons other than cause, retirement, disability or death,
any Stock Option that is vested and held by such optionee generally may be
exercisable within three months after the effective date that his position
ceases, and after such three month period any unexercised Stock Option shall expire. In the event an
optionee ceases to be employed by or to provide services to us for reasons of
retirement, disability or death, any Stock Option that is vested and held by
such optionee generally may be exercisable within up to one-year after the
effective date that his position ceases, and after such one-year period any
unexercised Stock Option shall expire.

21

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No Stock Options granted under the Stock Option Plan will be
transferable by the optionee, and each Stock Option will be exercisable during
the lifetime of the optionee subject to the option period up to ten (10) years
or limitations described above. Any Stock Option held by an optionee at the time
of his death may be exercised by his estate within one (1) year of his death or
such longer period as the Board of Directors may determine.

The exercise price of a Stock Option granted pursuant to the
2007 Plan shall be paid in full to us by delivery of consideration equal to the
product of the Stock Option in accordance with the requirements of the Nevada
Revised Statutes. Any Stock Option settlement, including payment deferrals or
payments deemed made by way of settlement of pre-existing indebtedness, we may
be subject to such conditions, restrictions and contingencies as may be
determined.

The table set forth below presents information relating to our
equity compensation plans as of the date of May 31, 2011:

|Plan Category                                                                              | Number of Securities to be
      Issued Upon Exercise of Outstanding Options,
      Warrants and Rights (a) | Weighted-Average Exercise
      Price of Outstanding Options, Warrants and
      Rights (b) | Number of Securities Remaining
      Available for Future Issuance Under Equity
      Compensation Plans (excluding column (a))
|------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|                                                                                           |                                                                                                             |                                                                                             |                                                                                                                                
|Equity Compensation Plans to be
      Approved by Security Holders                         | n/a                                                                                                         | n/a                                                                                         | n/a                                                                                                                            
|                                                                                           |                                                                                                             |                                                                                             |                                                                                                                                
|Equity Compensation Plans Not Approved
      by Security Holders (2007, Stock Option Plan) | Nil                                                                                                         | Nil                                                                                         | Nil                                                                                                                            

Recent Sales of Unregistered Securities

We did not issue any unregistered securities during our fiscal
year ended May 31, 2011. Subsequent to our year ended May 31, 2011, we issued an
aggregate of 7,500,000 shares of restricted common stock, as follows:

- On August 2, 2011, we issued 6,500,000 shares to Tignish (Pty) Ltd to
  acquire a 95% interest in Bonnyridge (Pty) Ltd pursuant to a Share Purchase
  Agreement as described in Item 1 (Business) above.
- On August 30, 2011, we issued 1,000,000 shares to two persons to acquire
  the remaining 5% interest in Bonnyridge as described in Item 1 (Business)
  above.

In each case these share were issued to non-U.S. persons in
reliance on Regulation S.

No Repurchases

Neither we nor any affiliated purchaser has made any purchases
of our equity securities during the fourth quarter of our fiscal year ended May
31, 2011.

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information required under
this item.

22

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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------------

The following discussion of our financial condition, changes in
financial condition, plan of operations and results of operations should be read
in conjunction with (i) our audited financial statements as at May 31, 2011, May
31, 2010 and for the period from inception (April 5, 2004) to May 31, 2011 and
(ii) the section entitled Business, included in this annual report. The
discussion contains forward-looking statements that involve risks, uncertainties
and assumptions. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of many factors, including, but
not limited to, those set forth under Risk Factors and elsewhere in this
annual report.

Plan of Operations

Our plan of operations over the next twelve months is to focus
on the exploration of our newly acquired Bonnyridge copper/silver concession
area located within the central portion of the Kalahari
Copper Belt in Botswana.We are implementing a
complementary exploration technique, namely analyzing for mobile metal ions - a
method using soil samples to detect mineralization at depth where small
concentrations of metals coating sand grains are brought to the surface by the
action of water in the soil. The procedure of analyzing mobile metal ions or MMI
is used to chemically strip off the adhered elements, which have migrated
upwards from depth, from the surface of soil grains and then determine the
low-level range of metal ion concentrations, which are commonly in the parts per
billion range. By measuring mobile metal ions in surface soils, the technology
has provided sharp anomalies over deeper seated ore deposits below the Kalahari
in other areas. Utilizing this method, we anticipate reducing exploration costs
by improving target generation for follow-up high resolution airborne and ground
geophysics and drilling. We estimate that we will be in a position to commence a
drilling program in the third quarter of calendar year 2011.

We estimate that our exploration costs for the next twelve
months will be approximately $1,750,000. In addition, we estimate that our other
expenses during that period will be approximately $300,000, for total estimated
expenditures of $2,050,000. As at May 31, 2011, we had cash on hand of $6,476,
total current assets of $212,705, and a working capital deficit of $381,771. As
such, we will require additional capital in order to pursue our plan of
operations.

Financial Condition

During the twelve-month period following the date of this
annual report, we anticipate that we will not generate any revenue. Accordingly,
we will be required to obtain additional financing in order to pursue our plan
of operations during and beyond the next twelve months. We believe that debt
financing will not be an alternative for funding as we do not have tangible
assets to secure any debt financing. We anticipate that additional funding will
be in the form of equity financing from the sale of our common stock. However,
we do not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund our aforementioned exploration program. In the absence of
such financing, we will not be able to continue exploration of the property
underlying our mineral claim interest and our business plan will fail. Even if
we are successful in obtaining equity financing to fund any continuation of our
exploration program, there is no assurance that we will obtain the funding
necessary to pursue any advanced exploration of the property underlying our
mineral claim interest. If we do not continue to obtain additional financing, we
will be forced to abandon our mineral claim interest.

23

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Results of Operations

The following table sets out our losses for the periods
indicated:

|                                                  |   |              |   |   |              |   |   | Accumulated        |  
|------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------ | -
|                                                  |   | For the Year |   |   | For the Year |   |   | from Inception     |  
|                                                  |   | Ended        |   |   | Ended        |   |   | (April 5, 2004) to |  
|                                                  |   | May 31,      |   |   | May 31,      |   |   | May 31,            |  
|                                                  |   | 2011         |   |   | 2010         |   |   | 2011               |  
|                                                  |   | $            |   |   | $            |   |   | $                  |  
|                                                  |   |              |   |   |              |   |   |                    |  
|Revenue                                           |   | -            |   |   | -            |   |   | 46,974             |  
|Direct Costs                                      |   | -            |   |   | -            |   |   | 56,481             |  
|Gross Margin (loss)                               |   | -            |   |   | -            |   |   | (9,507             | )
|General and Administrative Expenses               |   |              |   |   |              |   |   |                    |  
|Office and general                                |   | 70,850       |   |   | 19,834       |   |   | 234,379            |  
|Consulting fees                                   |   | 76,500       |   |   | 43,050       |   |   | 816,484            |  
|Marketing expenses                                |   | -            |   |   | -            |   |   | 894,738            |  
|Management fees                                   |   | 48,440       |   |   | -            |   |   | 1,289,846          |  
|Mineral property expenditures                     |   | -            |   |   | -            |   |   | 8,258,312          |  
|Professional fees                                 |   | 92,535       |   |   | 199,796      |   |   | 1,249,945          |  
|Total General and Administrative
      Expenses   |   | (288,325     | ) |   | (262,680     | ) |   | 12,743,704         |  
|Net Operating Loss                                |   | (288,325     | ) |   | (262,680     | ) |   | (12,753,211        | )
|Other Income (Expense)                            |   |              |   |   |              |   |   |                    |  
|Gain on extinguishment of accrued liability       |   | -            |   |   | -            |   |   | 30,000             |  
|Loss on option deposit                            |   | -            |   |   | (170,474     | ) |   | (170,474           | )
|Net gain on settlements                           |   | -            |   |   | -            |   |   | 5,590,784          |  
|Legal settlement                                  |   | (38,000      | ) |   | -            |   |   | (38,000            | )
|Loss on disposal of available for sale securities |   | -            |   |   | (215,190     | ) |   | (215,190           | )
|Beneficial conversion feature                     |   | -            |   |   | (592,062     | ) |   | (592,062           | )
|Interest expense                                  |   | (4,245       | ) |   | (87,383      | ) |   | (341,027           | )
|Total Other Income (Expense)                      |   | (42,245      | ) |   | (1,065,109   | ) |   | 4,264,031          |  
|Net loss for the Period                           |   | (330,570     | ) |   | (1,327,789   | ) |   | (8,489,180         | )
|Comprehensive Loss                                |   |              |   |   |              |   |   |                    |  
|Change in market value of securities              |   | -            |   |   | (190         | ) |   | (215,190           | )
|Loss realized on disposal of securities           |   | -            |   |   | 215,190      |   |   | 215,190            |  
|Comprehensive Loss                                | $ | (330,570     | ) | $ | (1,112,789   | ) | $ | (8,489,180         | )

Results of Operations for the Years Ended May 31, 2011
and 2010

Our comprehensive loss during fiscal year ended May 31, 2011
was ($330,570) compared to comprehensive loss of ($1,112,789) for fiscal year
ended May 31, 2010 (a decrease in comprehensive loss of $782,219). During fiscal
years ended May 31, 2011 and May 31, 2010, respectively, we did not generate any
revenue.

During fiscal year ended May 31, 2011, we incurred general and
administrative expenses in the aggregate amount of $288,325 compared to $262,680
incurred during fiscal year ended May 31, 2010 (an increase of $25,645). The
operating expenses incurred during fiscal year ended May 31, 2011 consisted of:
(i) office and general of $70,850 (2010: $19,834); (ii) consulting fees of
$76,500 (2010: $43,050); (iii) management fees of $48,440 (2010: Nil); and (iv)
professional fees of $92,535 (2010: $199,796). General and administrative
expenses generally include corporate overhead, financial and administrative
contracted services, marketing and consulting costs.

This resulted in a net operating loss of ($288,325) during
fiscal year ended May 31, 2011 compared to a net operating loss of ($262,680)
during fiscal year ended May 31, 2010.

During fiscal year ended May 31, 2011, we recorded total other
expense in the amount of ($42,245) compared to total other expense recorded
during fiscal year ended May 31, 2010 in the amount of ($1,065,109). The other
expense incurred during fiscal year ended May 31, 2011 consisted of: (i) loss on
option deposit $Nil, (2010: $170,474); (ii) loss on disposal of available for
sale of securities relating to the Petaquilla shares of $Nil (2010: $215,190);
(iii) interest expense of $4,245 (2010: $87,383); (iv) beneficial conversion
feature of $Nil (2010: $592,062); and (v) legal settlements of $38,000 ( 2010:
Nil).

24

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During fiscal year ended May 31, 2011, we also recorded
comprehensive loss of: (i) $Nil (2010: $190) relating to the change in market
value of available for sale of the Petaquilla shares of common stock; and (ii)
$Nil (2010: $215,190) in loss realized on disposal of securities.

This resulted in comprehensive loss for fiscal year ended May
31, 2011 of ($330,570) compared to comprehensive loss for fiscal year ended May
31, 2010 of ($1,112,789).

The decrease in comprehensive loss during fiscal year ended May
31, 2011 compared to fiscal year ended May 31, 2010 is attributable primarily to
the recording of the $592,062 beneficial conversion feature, $170,474 in loss on
option deposit and $215,190 in loss on disposal of available for sale securities
during fiscal year ended May 31, 2010. This resulted from the return by
Petaquilla of the 100,000 shares of common stock with a previous estimated fair
value of $270,000. As of May 31, 2009, the 100,000 shares received had an
estimated fair value of $55,000. During fiscal year ended May 31, 2010, we sold
the shares for net proceeds of $54,810 for a loss on disposal of $215,190.

Liquidity and Capital Resources

Our financial statements have been prepared assuming that we
will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of
liabilities that might be necessary should we be unable to continue in
operation.

As at May 31, 2011, our current assets were $212,705 and our
current liabilities were $594,476, resulting in a working capital deficit of
($381,771). As at May 31, 2011, our total assets were $212,705 compared to total
assets of $2,141 as at May 31, 2010. Total assets as at May 31, 2011 consisted
of $6,476 in cash, $6,000 due from a related company, $229 in prepaid expenses
and $200,000 in deposits on mineral property. As at May 31, 2011, our current
liabilities were $594,476 compared to current liabilities of $378,087 as at May
31, 2010. Our current liabilities consisted of $594,476 in accounts payable and
accrued liabilities.

Stockholders deficit decreased from ($375,946) as at May 31,
2010 to ($708,516) as at May 31, 2011.

Net Cash Used in Operating Activities

We have not generated positive cash flows from operating
activities. For fiscal year ended May 31, 2011, net cash flow used in operating
activities was ($118,165) compared to net cash flow used in operating activities
of ($105,648) for fiscal year ended May 31, 2010. Net cash flow used in
operating activities during fiscal year ended May 31, 2011 consisted primarily
of a net loss of ($330,570) adjusted by $2,000 in non-cash legal settlements.
Net cash flow used in operating activities was further changed by $4,245 in
accrued interest on shareholders loan, $216,389 in accounts payable and accrued
liabilities, ($6,000) in due to related parties and ($229) in prepaid
expenses.

Net Cash Used in Investing Activities

During fiscal year ended May 31, 2011, net cash flow used in
investing activities was $200,000 from deposits on mineral property, as compared
to cash flow provided by investing activities of $54,810 during fiscal year
ended May 31, 2010 from proceeds on disposal of available for sale
securities.

Net Cash from Financing Activities

During fiscal year ended May 31, 2011, net cash flow provided
from financing activities was $322,500 compared to net cash flow provided from
financing activities of $50,904 for fiscal year ended May 31, 2010. Net cash
flow provided from financing activities during fiscal year ended May 31, 2011
pertained primarily to $327,500 received as proceeds from shareholder advances
offset by ($5,000) in repayment of shareholder advances.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive exploration activities. For
these reasons our auditors stated in their report on our audited financial
statements for the year ended May 31, 2011 that they have substantial doubt we
will be able to continue as a going concern.

25

---

Future Financings

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. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned exploration
activities.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our financial statements and accompanying notes have been
prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of 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, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates
that we use to prepare our financial statements. In general, managements
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from
those estimates made by management.

We believe the following critical accounting policies require
us to make significant judgments and estimates in the preparation of our
consolidated financial statements.

Mineral Property Expenditures

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

Mineral property acquisition costs are capitalized in
accordance with FASB ASC 930-805, Extractive Activities-Mining, 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 recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

Mineral property exploration costs 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.

As of the date of these financial statements, the Company has
incurred only property option payments and exploration costs which have been
expensed.

To date the Company has not established any proven or probable
reserves on its mineral properties.

26

---

Asset Retirement Obligations

The Company has adopted the provisions of FASB ASC 410-20
Asset Retirement and Environmental Obligations, which establishes standards
for the initial measurement and subsequent accounting for obligations associated
with the sale, abandonment or other disposal of long-lived tangible assets
arising from the acquisition, construction or development and for normal
operations of such assets. The adoption of this standard has had no effect on
the Companys financial position or results of operations. As of May 31, 2011,
any potential costs relating to the ultimate disposition of the Companys
mineral property interests are not yet determinable.

Income Taxes

The Company follows the liability method of accounting for
income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax balances. Deferred tax assets and liabilities are measured
using enacted or substantially enacted tax rates expected to apply to the
taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the date
of enactment or substantive enactment. As at May 31, 2011, the Company had net
operating loss carryforwards, however, due to the uncertainty of realization,
the Company has provided a full valuation allowance for the deferred tax assets
resulting from these loss carryforwards. Deferred income taxes are reported for
timing differences between items of income or expense reported in the financial
statements and those reported for income tax purposes in accordance with FASB
ASC 740-10, Income Taxes, which requires the use of the asset/liability method
of accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and for tax loss and 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 recovered or settled. The Company provides for deferred taxes for
the estimated future tax effects attributable to temporary differences and
carry-forwards when realization is more likely than not.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments
with original maturities of three months or less.

Available For Sale Securities

The Companys holdings in marketable securities classified as
available-for-sale are carried at fair value. The carrying value of marketable
securities is reviewed each reporting period for declines in value that are
considered to be other-than temporary and, if appropriate, the investments are
written down to their estimated fair value. Realized gains and losses and
declines in value judged to be other-than-temporary on available for sale
securities are included in the Companys statements of operations. Unrealized
gains and unrealized losses deemed temporary are included in accumulated other
comprehensive income (loss).

As of May 31, 2011, the Company has no shares classified as
available for sale securities. During the year ended May 31, 2010 the Company
sold all of the shares previously classified as available for sale for net
proceeds to the Company of $54,810 and realized a loss of $215,190.

Net Income (Loss) per Share

The Company computes income (loss) per share in accordance with
FASB ASC 260-10, Earnings per Share which requires presentation of both basic
and diluted earnings per share on the face of the statement of operations. Basic
income (loss) per share is computed by dividing net income (loss) available to
common shareholders by the weighted average number of outstanding common shares
during the period. Diluted income (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.

Foreign Currency Translation

The financial statements are presented in United States
dollars. In accordance with FASB ASC 830-10, Foreign Currency Matters, foreign
denominated monetary assets and liabilities are translated to their United
States dollar equivalents using foreign exchange rates which prevailed at the
balance sheet date. Revenue and expenses are translated at average rates of exchange during the period.
Related translation adjustments are reported as a separate component of
stockholders equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations. At May 31, 2011, the Company
has not recorded any translation adjustments into stockholders equity.

27

---

Stock-based Compensation

On June 1, 2006, the Company adopted FASB ASC 718-10,
Compensation-Stock Compensation, under this method, compensation cost
recognized for the year ended May 31, 2007 includes: a) compensation cost for
all share-based payments granted prior to, but not yet vested as of May 31,
2006, based on the grant-date fair value estimated in accordance with the
original provisions of SFAS 123, and b) compensation cost for all share-based
payments granted subsequent to May 31, 2006, based on the grant-date fair value
estimated in accordance with the provisions of FASB ASC 718-10. In addition,
deferred stock compensation related to non-vested options is required to be
eliminated against additional paid-in capital upon adoption of FASB ASC 718-10.
The results for the prior periods were not restated.

The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with FASB ASC 505-50 and the conclusions reached by the FASB ASC 505-50. Costs
are measured at the estimated fair market value of the consideration received or
the estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earliest of a performance
commitment or completion of performance by the provider of goods or services as
defined by FASB ASC 505-50.

Fair Value of Financial Instruments

In accordance with the requirements of FASB ASC 820-10, the
Company has determined the estimated fair value of financial instruments using
available market information and appropriate valuation methodologies. The fair
value of financial instruments classified as current assets or liabilities
approximate their carrying value due to the short-term maturity of the
instruments.

|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information required under
this item.

|ITEM 8. | FINANCIAL STATEMENTS
|------- | --------------------

28

---

De Joya Griffith & Company,
LLC____________________________________________

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

Report of Independent Registered Public Accounting
Firm

To The Board of Directors and Stockholders Sono Resources,
Inc.

We have audited the accompanying balance sheets of Sono
Resources, Inc. (An Exploration Stage Company) as of May 31, 2011 and 2010, and
the related statements of operations, stockholders deficit, and cash flows for
each of the two-year periods ended May 31, 2011 and 2010 and the period from
inception (April 5, 2004) to May 31, 2011. Sono Resources management is
responsible for these financial statements. Our responsibility is to express an
opinion on the financial statements based on our audits.

We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our 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 Sono
Resources, Inc. as of May 31, 2011 and 2010, and the results of its operations
and its cash flows for each of the two-year periods ended May 31, 2011 and 2010
and the period from inception (April 5, 2004) to May 31, 2011, in conformity
with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered recurring losses from
operations, which raise substantial doubt about its ability to continue as a
going concern. Managements plans in regard to 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.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC Henderson,
NVSeptember 9, 2011

29

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An Exploration Stage Company)  
|                                
|BALANCE SHEETS                  

|                                                                                                                  |   | May 31,    |   |   | May 31,    |  
|----------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                                                  |   | 2011       |   |   | 2010       |  
|                                                                                                                  |   | (Audited)  |   |   | (Audited)  |  
|ASSETS                                                                                                            |  
|                                                                                                                  |   |            |   |   |            |  
|CURRENT ASSETS                                                                                                    |   |            |   |   |            |  
|                                                                                                                  |   |            |   |   |            |  
|Cash                                                                                                              | $ | 6,476      |   | $ | 2,141      |  
|Due from related company (Note 7)                                                                                 |   | 6,000      |   |   | -          |  
|Prepaid expenses                                                                                                  |   | 229        |   |   | -          |  
|Deposit on mineral property (Note 3)                                                                              |   | 200,000    |   |   | -          |  
|                                                                                                                  |   |            |   |   |            |  
|TOTAL CURRENT
      ASSETS                                                                                        |   | 212,705    |   |   | 2,141      |  
|                                                                                                                  |   |            |   |   |            |  
|                                                                                                                  |   |            |   |   |            |  
|TOTAL ASSETS                                                                                                      | $ | 212,705    |   | $ | 2,141      |  
|                                                                                                                  |   |            |   |   |            |  
|                                                                                                                  |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIT                                                                       |  
|                                                                                                                  |   |            |   |   |            |  
|CURRENT LIABILITIES                                                                                               |   |            |   |   |            |  
|Accounts payable and accrued liabilities                                                                          | $ | 594,476    |   | $ | 378,087    |  
|                                                                                                                  |   |            |   |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                         |   | 594,476    |   |   | 378,087    |  
|                                                                                                                  |   |            |   |   |            |  
|SHAREHOLDERS LOANS AND ACCRUED INTEREST(Note 6)                                                                  |   | 326,745    |   |   | -          |  
|                                                                                                                  |   |            |   |   |            |  
|TOTAL LIABILITIES                                                                                                 |   | 921,221    |   |   | 378,087    |  
|                                                                                                                  |   |            |   |   |            |  
|GOING CONCERN CONTINGENCY AND
      COMMITMENTS(Notes 1 and 9)                                                    |   |            |   |   |            |  
|                                                                                                                  |   |            |   |   |            |  
|STOCKHOLDERS DEFICIT                                                                                             |   |            |   |   |            |  
|Capital stock (Note 4)                                                                                            |   |            |   |   |            |  
|Authorized 
                 
      50,000,000 shares of common stock, $0.001 par value,                          |   |            |   |   |            |  
|Issued and
      outstanding
                 
      26,173,278 shares of common stock (May 31, 2010 26,185,778) |   | 26,173     |   |   | 26,186     |  
|Additional paid-in capital                                                                                        |   | 7,754,491  |   |   | 7,756,478  |  
|Deficit accumulated during the exploration
      stage                                                            |   | (8,489,180 | ) |   | (8,158,610 | )
|                                                                                                                  |   |            |   |   |            |  
|TOTAL STOCKHOLDERS DEFICIT                                                                                       |   | (708,516   | ) |   | (375,946   | )
|                                                                                                                  |   |            |   |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                       | $ | 212,705    |   | $ | 2,141      |  

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

30

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An Exploration stage company)  
|                                
|STATEMENTS OF OPERATIONS        
|(Audited)                       

|                                                                   |   |                    |   |   |                    |   |   | Inception          |  
|------------------------------------------------------------------ | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                   |   | Year ended         |   |   | Year ended         |   |   | (April 5, 2004)    |  
|                                                                   |   | May
      31, 2011 |   |   | May
      31, 2010 |   |   | May
      31, 2011 |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|REVENUE                                                            | $ | -                  |   | $ | -                  |   | $ | 46,974             |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|DIRECT COSTS                                                       |   | -                  |   |   | -                  |   |   | 56,481             |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|GROSS MARGIN (LOSS)                                                |   | -                  |   |   | -                  |   |   | (9,507             | )
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|GENERAL AND ADMINISTRATIVE EXPENSES                                |   |                    |   |   |                    |   |   |                    |  
|Office and general                                                 |   | 70,850             |   |   | 19,834             |   |   | 234,379            |  
|Consulting fees                                                    |   | 76,500             |   |   | 43,050             |   |   | 816,484            |  
|Marketing expenses                                                 |   | -                  |   |   | -                  |   |   | 894,738            |  
|Management fees                                                    |   | 48,440             |   |   | -                  |   |   | 1,289,846          |  
|Mineral property expenditures (Note 3)                             |   | -                  |   |   | -                  |   |   | 8,258,312          |  
|Professional fees                                                  |   | 92,535             |   |   | 199,796            |   |   | 1,249,945          |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|TOTAL GENERAL & ADMINISTRATION EXPENSES                            |   | (288,325           | ) |   | (262,680           | ) |   | (12,743,704        | )
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|NET OPERATING LOSS                                                 |   | (288,325           | ) |   | (262,680           | ) |   | (12,753,211        | )
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|OTHER INCOME (EXPENSES)                                            |   |                    |   |   |                    |   |   |                    |  
|Gain on extinguishment of accrued liability                        |   | -                  |   |   | -                  |   |   | 30,000             |  
|Loss on option deposit                                             |   | -                  |   |   | (170,474           | ) |   | (170,474           | )
|Net gain on settlements                                            |   | -                  |   |   | -                  |   |   | 5,590,784          |  
|Legal settlements                                                  |   | (38,000            | ) |   | -                  |   |   | (38,000            | )
|Loss on disposal of available for sale
      securities            |   | -                  |   |   | (215,190           | ) |   | (215,190           | )
|Beneficial conversion feature                                      |   | -                  |   |   | (592,062           | ) |   | (592,062           | )
|Interest expense                                                   |   | (4,245             | ) |   | (87,383            | ) |   | (341,027           | )
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|TOTAL OTHER
      INCOME (EXPENSE)                                 |   | (42,245            | ) |   | (1,065,109         | ) |   | 4,264,031          |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|NET LOSS                                                           |   | (330,570           | ) |   | (1,327,789         | ) |   | (8,489,180         | )
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|COMPREHENSIVE LOSS                                                 |   |                    |   |   |                    |   |   |                    |  
|Change in market value
      of securities                         |   | -                  |   |   | (190               | ) |   | (215,190           | )
|Loss realized on disposal of securities                            |   | -                  |   |   | 215,190            |   |   | 215,190            |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|COMPREHENSIVE
      LOSS                                           | $ | (330,570           | ) | $ | (1,112,789         | ) | $ | (8,489,180         | )
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|LOSS PER
      COMMON SHARE - BASIC                                | $ | (0.01              | ) | $ | (0.08              | ) |   |                    |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|COMPREHENSIVE
      LOSS PER COMMON SHARE - BASIC                  | $ | (0.01              | ) | $ | ( 0.06             | ) |   |                    |  
|                                                                   |   |                    |   |   |                    |   |   |                    |  
|WEIGHTED AVERAGE NUMBER
      OF COMMON SHARES OUTSTANDING  BASIC |   | 26,174,716         |   |   | 17,529,344         |   |   |                    |  

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

31

---

|SONO RESOURCES, INC.                                               
|-------------------------------------------------------------------
|(formerly Geneva Resources Inc.)                                   
|(An exploration stage company)                                     
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)                        
|FOR THE PERIOD FROM INCPETION (APRIL 5, 2004) TO MAY
      31, 2011

DeficitCommon Stock
    
    
    
    
    
    
    
    
    Accumulated
    
    
    AccumulatedAdditional
    
    
    Private
    
    
    Other
    
    
    During theNumber of
    
    
    
    
    
    Paid-in
    
    
    Placement
    
    
    Comprehensive
    
    
    Developmentshares
    
    
    Amount
    
    
    Capital
    
    
    Subscriptions
    
    
    loss
    
    
    Stage
    
    
    TotalShares issued for cash  at $0.0016 per
      share, April 5, 2004
    
    5,775,000
    
    $
    5,775
    
    $
    3,392
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    9,167Net loss for the
      period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (5,427
    )
    
    (5,427
    )Balance, May 31, 2004
    
    5,775,000
    
    
    5,775
    
    
    3,392
    
    
    -
    
    
    -
    
    
    (5,427
    )
    
    3,740Shares issued for cash  at $0.00952 per
      share, November 30, 2004
    
    6,825,000
    
    
    6,825
    
    
    58,175
    
    
    -
    
    
    -
    
    
    -
    
    
    65,000Net loss for the
      period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (66,246
    )
    
    (66,246
    )Balance, May 31, 2005
    
    12,600,000
    
    
    12,600
    
    
    61,567
    
    
    -
    
    
    -
    
    
    (71,673
    )
    
    2,494Shares issued for cash  at $0.0238 per
      share, December 8, 2005
    
    4,200,000
    
    
    4,200
    
    
    95,800
    
    
    -
    
    
    -
    
    
    -
    
    
    100,000Net loss for the
      period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (65,081
    )
    
    (65,081
    )Balance, May 31, 2006
    
    16,800,000
    
    
    16,800
    
    
    157,367
    
    
    -
    
    
    -
    
    
    (136,754
    )
    
    37,413Shares returned to treasury  September 27,
      2006
    
    (7,500,000
    )
    
    (7,500
    )
    
    7,500
    
    
    -
    
    
    -
    
    
    -
    
    
    -Shares issued for Property Option Agreement  December 1,
      2006 (Note 3 & 4)
    
    1,000,000
    
    
    1,000
    
    
    7,399,000
    
    
    -
    
    
    -
    
    
    -
    
    
    7,400,000Stock based compensation (Note 5)
    
    -
    
    
    -
    
    
    965,671
    
    
    -
    
    
    -
    
    
    -
    
    
    965,671Net loss for the
      period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (9,887,736
    )
    
    (9,887,736
    )Balance, May 31, 2007
    
    10,300,000
    
    
    10,300
    
    
    8,529,538
    
    
    -
    
    
    -
    
    
    (10,024,490
    )
    
    (1,484,652
    )Shares issued for Property Option
      Agreements  October 15, 2007 and January 31, 2008 (Note 3 & 4)
    
    15,000
    
    
    15
    
    
    79,985
    
    
    -
    
    
    -
    
    
    -
    
    
    80,000Subscription proceeds received (Note 4)
    
    -
    
    
    -
    
    
    -
    
    
    400,000
    
    
    -
    
    
    -
    
    
    400,000Shares returned pursuant to Petaquilla
      settlement - March 14, 2008 (Note 3 & 4)
    
    (1,000,000
    )
    
    (1,000
    )
    
    (5,439,000
    )
    
    -
    
    
    -
    
    
    -
    
    
    (5,440,000
    )Shares issued for debt settlement  at $4.00 per share, May
      29, 2008 (Note 4)
    
    219,216
    
    
    219
    
    
    1,095,859
    
    
    -
    
    
    -
    
    
    -
    
    
    1,096,078Stock based compensation (Note 5)
    
    -
    
    
    -
    
    
    388,500
    
    
    -
    
    
    -
    
    
    -
    
    
    388,500Net income for the
      period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    3,886,534
    
    
    3,886,534Balance, May 31,
      2008
    
    9,534,216
    
    $
    9,534
    
    $
    4,654,882
    
    $
    400,000
    
    $
    -
    
    $
    (6,137,956
    )
    $
    (1,073,540
    )


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

32

---

|SONO RESOURCES, INC.                                               
|-------------------------------------------------------------------
|(formerly Geneva Resources Inc.)                                   
|(An exploration stage company)                                     
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)                        
|FOR THE PERIOD FROM INCEPTION (APRIL 5, 2004) TO MAY
      31, 2011

DeficitCommon Stock
    
    
    
    
    
    
    
    
    Accumulated
    
    
    AccumulatedAdditional
    
    
    Private
    
    
    Other
    
    
    During theNumber of
    
    
    
    
    
    Paid-in
    
    
    Placement
    
    
    Comprehensive
    
    
    Developmentshares
    
    
    Amount
    
    
    Capital
    
    
    Subscriptions
    
    
    loss
    
    
    Stage
    
    
    TotalBalance, May 31, 2008  balance forward
    
    9,534,216
    
    $
    9,534
    
    $
    4,654,882
    
    $
    400,000
    
    $
    -
    
    $
    (6,137,956
    )
    $
    (1,073,540
    )Shares issued for cash at $4.00 per share - September 9,
      2008
    
    100,000
    
    
    100
    
    
    399,900
    
    
    (400,000
    )
    
    -
    
    
    -
    
    
    -Unrealized loss on marketable securities
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (215,000
    )
    
    -
    
    
    (215,000
    )Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (692,865
    )
    
    (692,865
    )Balance, May 31, 2009
    
    9,634,216
    
    
    9,634
    
    
    5,054,782
    
    
    -
    
    
    (215,000
    )
    
    (6,830,821
    )
    
    (1,981,405
    )Shares issued for debt settlement at $0.12 per share -
      December 7, 2010 (Note 4)
    
    14,801,562
    
    
    14,802
    
    
    1,761,384
    
    
    -
    
    
    -
    
    
    -
    
    
    1,776,186Beneficial conversion feature (Note 6)
    
    -
    
    
    -
    
    
    592,062
    
    
    -
    
    
    -
    
    
    -
    
    
    592,062Shares issued for cash at $0.20 per share - December 8,
      2010
    
    1,750,000
    
    
    1,750
    
    
    348,250
    
    
    -
    
    
    -
    
    
    -
    
    
    350,000Unrealized loss on marketable securities
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (190
    )
    
    -
    
    
    (190
    )Loss on disposal of marketable securities
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    215,190
    
    
    -
    
    
    215,190Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,327,789
    )
    
    (1,327,789
    )Balance, May 31, 2010
    
    26,185,778
    
    
    26,186
    
    
    7,756,478
    
    
    -
    
    
    -
    
    
    (8,158,610
    )
    
    (375,946
    )Shares returned to treasury pursuant to St.
      Elias settlement ( Notes 3 and 4)
    
    (12,500
    )
    
    -
    
    
    (2,000
    )
    
    -
    
    
    -
    
    
    -
    
    
    (2,000
    )Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (330,570
    )
    
    (330,570
    )Balance, May 31, 2011 (audited)
    
    26,173,278
    
    $
    26,173
    
    $
    7,754,491
    
    $
    -
    
    $
    -
    
    $
    (8,489,180
    )
    $
    (708,516
    )


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

33

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An Exploration stage company)  
|STATEMENTS OF CASH FLOWS        
|(Audited)                       

|                                                                                        |   |                    |   |   |                    |   |   | Inception       |  
|--------------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | --------------- | -
|                                                                                        |   |                    |   |   |                    |   |   | (April 5, 2004) |  
|                                                                                        |   | Year ended         |   |   | Year ended         |   |   | to May 31,      |  
|                                                                                        |   | May
      31, 2011 |   |   | May
      31, 2010 |   |   | 2011            |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |   |                    |   |   |                    |   |   |                 |  
|Net loss                                                                                | $ | (330,570           | ) | $ | (1,327,789         | ) | $ | (8,489,180      | )
|Adjustments to reconcile net
      loss to net cash used in operating activities:       |   |                    |   |   |                    |   |   |                 |  
|Non-cash mineral property
      expenditures                                            |   | -                  |   |   | 165,010            |   |   | 7,580,010       |  
|Non-cash legal
      settlements                                                        |   | (2,000             | ) |   |                    |   |   | (2,000          | )
|Non-cash net gain on settlement                                                         |   | -                  |   |   | -                  |   |   | (5,490,784      | )
|Non-cash
      disposal of available for sale securities                                |   | -                  |   |   | 215,190            |   |   | 215,190         |  
|Non-cash gain on extinguishment
      of accrued liability                              |   | -                  |   |   | -                  |   |   | (30,000         | )
|Stock-based
      compensation                                                          |   | -                  |   |   | -                  |   |   | 1,354,171       |  
|Non-cash interest related to
      beneficial conversion feature                        |   | -                  |   |   | 592,062            |   |   | 592,062         |  
|Changes in operating assets and
      liabilities:                                      |   |                    |   |   |                    |   |   |                 |  
|Increase in deposits                                                                    |   | -                  |   |   | -                  |   |   | (100,010        | )
|Accrued interest
      on shareholders loan                                            |   | 4,245              |   |   | 87,383             |   |   | 341,027         |  
|Due from related parties                                                                |   | (6,000             | ) |   | -                  |   |   | 110,500         |  
|Prepaid expenses                                                                        |   | (229               | ) |   | -                  |   |   | (229            | )
|Accounts payable and accrued liabilities                                                |   | 216,389            |   |   | 162,496            |   |   | 1,384,838       |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|NET CASH USED
      IN OPERATING ACTIVITIES                                             |   | (118,165           | ) |   | (105,648           | ) |   | (2,534,405      | )
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |   |                    |   |   |                    |   |   |                 |  
|Deposit on mineral property                                                             |   | (200,000           | ) |   | -                  |   |   | (200,000        | )
|Proceeds on disposal of available for sale securities                                   |   | -                  |   |   | 54,810             |   |   | 54,810          |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|NET CASH (USED
      IN)PROVIDED BY INVESTING ACTIVITIES                                |   | (200,000           | ) |   | 54,810             |   |   | (1,45,190       | )
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |   |                    |   |   |                    |   |   |                 |  
|Proceeds on sale and
      subscriptions of common stock                                |   | -                  |   |   | 350,000            |   |   | 924,167         |  
|Proceeds from shareholder advances                                                      |   | 327,500            |   |   | 25,904             |   |   | 2,091,904       |  
|Repayment of shareholder advances                                                       |   | (5,000             | ) |   | (325,000           | ) |   | (330,000        | )
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|                                                                                        |   | 322,500            |   |   | 50,904             |   |   | 2,686,071       |  
|NET CASH
      PROVIDED BY FINANCING ACTIVITIES                                         |   |                    |   |   |                    |   |   |                 |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|NET INCREASE IN CASH                                                                    |   | 4,335              |   |   | 66                 |   |   | 6,476           |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|CASH,
      BEGINNING                                                                   |   | 2,141              |   |   | 2,075              |   |   | -               |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|CASH,
      ENDING                                                                      | $ | 6,476              |   | $ | 2,141              |   | $ | 6,476           |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH
      INVESTING AND FINANCING ACTIVITIES |  
|Cash paid during the period for:                                                        |   |                    |   |   |                    |   |   |                 |  
|Interest                                                                                | $ | -                  |   | $ | -                  |   | $ | -               |  
|Income taxes                                                                            | $ | -                  |   | $ | -                  |   | $ | -               |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|Shares issued for settlement of liability                                               | $ |                    |   | $ | 1,776,186          |   | $ | 2,872,264       |  
|                                                                                        |   |                    |   |   |                    |   |   |                 |  
|Shares issued as deposit on option to purchase in mineral
      properties              | $ | -                  |   | $ | -                  |   | $ | 65,000          |  

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

34

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An exploration stage company)  
|NOTES TO FINANCIAL STATEMENTS   
|MAY 31, 2011 (Audited)          

NOTE 1  NATURE OF OPERATIONS AND BASIS OF
PRESENTATION

The Company was incorporated in the State of Nevada on April 5,
2004. The Company was initially formed to engage in the business of reclaiming
and stabilizing land in preparation for construction in the United States of
America. On November 27, 2006, the Company filed Articles of Merger with the
Secretary of State of Nevada in order to effectuate a merger whereby the Company
(as Revelstoke Industries, Inc.) would merge with its wholly-owned subsidiary,
Geneva Gold Corp. This merger became effective as of December 1, 2006 and the
Company changed its name to Geneva Gold Corp. On March 1, 2007, the Company
(Geneva Gold Corp.) merged with its wholly-owned subsidiary, Geneva Resources,
Inc., pursuant to Articles of Merger that the Company filed with the Nevada
Secretary of State. This merger became effective March 1, 2007 and the Company
changed its name to Geneva Resources, Inc. On February 10, 2011 the Company
(Geneva Resources Inc.) merged with its newly incorporated wholly-owned
subsidiary, Sono Resources, Inc., pursuant to Articles of Merger that the
Company filed with the Nevada Secretary of State. This merger became effective
March 11, 2011 and the Company changed its name to Sono Resources, Inc. The
Company is an exploration stage enterprise, as defined in FASB ASC 915
Development Stage Entities.

During 2007, the Company entered the business of exploration of
precious metals with a focus on the exploration and development of gold deposits
in North America and Internationally. During this period the Company entered
into Option Agreements to obtain mineral leases in Canada, Panama, Peru and
Nigeria. On April 1, 2011, the Company entered into an Option Agreement to
acquire mineral leases in Botswana, Africa (see Note 3(d)).

The Company has a fiscal year of May 31. On May 5, 2006, the
Company completed a forward stock split by the issuance of 42 new shares for
each 1 outstanding share of the Companys common stock. On October 13, 2006, the
Company completed a forward stock split by the issuance of 4 new shares for each
1 outstanding share of the Companys stock. On June 18, 2010, the Company
completed a reverse stock split by the issuance of 1 new share for each 4
outstanding shares of the Companys stock.

All references in these financial statements to number of
common shares, price per share and weighted average number of common shares
outstanding prior to the 42:1 forward split and the 4:1 forward split and the
1:4 to reverse split have been adjusted to reflect these stock splits on a
retroactive basis, unless otherwise noted.

Going concernTo date the Company has generated
minimal revenues from its business operations and has incurred operating losses
since inception of $8,489,180. As at May 31, 2011, the Company has a working
capital deficit of $381,771. The Company requires additional funding to meet its
ongoing obligations and to fund anticipated operating losses. The ability of the
Company to continue as a going concern is dependent on raising capital to fund
its initial business plan and ultimately to attain profitable operations.
Accordingly, these factors raise substantial doubt as to the Companys ability
to continue as a going concern. The Company intends to continue to fund its
mineral exploration business by way of private placements and advances from
related parties as may be required. These financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.

35

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An exploration stage company)  
|NOTES TO FINANCIAL STATEMENTS   
|MAY 31, 2011 (Audited)          

|NOTE 2 
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|---------------------------------------------------------

Basis of PresentationThese financial statements are
presented in United States dollars and have been prepared in accordance with
generally accepted accounting principles in the United States of America.

Use of Estimates and AssumptionsPreparation of the
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect certain
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of expenses during the period. Accordingly, actual results could differ from
those estimates.

Mineral Property ExpendituresThe Company is
primarily engaged in the acquisition, exploration and development of mineral
properties.

Mineral property acquisition costs are capitalized in
accordance with FASB ASC 930-805, Extractive Activities-Mining, 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 recorded at the
estimated fair value at the time the shares are due in accordance with the terms
of the property agreements.

Mineral property exploration costs 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.

As of the date of these financial statements, the Company has
incurred only property option payments and exploration costs which have been
expensed.

To date the Company has not established any proven or probable
reserves on its mineral properties.

Asset Retirement ObligationsThe Company has adopted
the provisions of FASB ASC 410-20 Asset Retirement and Environmental
Obligations, which establishes standards for the initial measurement and
subsequent accounting for obligations associated with the sale, abandonment or
other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. The
adoption of this standard has had no effect on the Companys financial position
or results of operations. As of May 31, 2011, any potential costs relating to
the ultimate disposition of the Companys mineral property interests are not yet
determinable.

36

---

|SONO RESOURCES, INC.                                                 
|---------------------------------------------------------------------
|(formerly Geneva Resources Inc.)                                     
|(An exploration stage company)                                       
|NOTES TO FINANCIAL STATEMENTS                                        
|MAY 31, 2011 (Audited)                                               
|                                                                     
|NOTE 2 
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income TaxesThe Company follows the liability method
of accounting for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax balances. Deferred tax assets and
liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment. As at May 31, 2011, the
Company had net operating loss carryforwards, however, due to the uncertainty of
realization, the Company has provided a full valuation allowance for the
deferred tax assets resulting from these loss carryforwards. Deferred income
taxes are reported for timing differences between items of income or expense
reported in the financial statements and those reported for income tax purposes
in accordance with FASB ASC 740-10, Income Taxes, which requires the use of
the asset/liability method of accounting for income taxes. Deferred income taxes
and tax benefits are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, and for tax loss and 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 recovered or settled. The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary differences and carry-forwards when realization is more likely than
not.

Cash and cash equivalentsCash and cash equivalents
include highly liquid investments with original maturities of three months or
less.

Available For Sale SecuritiesThe Companys holdings
in marketable securities classified as available-for-sale are carried at fair
value. The carrying value of marketable securities is reviewed each reporting
period for declines in value that are considered to be other-than temporary and,
if appropriate, the investments are written down to their estimated fair value.
Realized gains and losses and declines in value judged to be
other-than-temporary on available for sale securities are included in the
Companys statements of operations. Unrealized gains and unrealized losses
deemed temporary are included in accumulated other comprehensive income
(loss).

As of May 31, 2011, the Company has no shares classified as
available for sale securities. During the year ended May 31, 2010 the Company
sold all of the shares previously classified as available for sale for net
proceeds to the Company of $54,810 and realized a loss of $215,190.

Net Income (Loss) per ShareThe Company computes
income (loss) per share in accordance with FASB ASC 260-10, Earnings per Share
which requires presentation of both basic and diluted earnings per share on the
face of the statement of operations. Basic income (loss) per share is computed
by dividing net income (loss) available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted income
(loss) per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive.

37

---

|SONO RESOURCES, INC.                                                 
|---------------------------------------------------------------------
|(formerly Geneva Resources Inc.)                                     
|(An exploration stage company)                                       
|NOTES TO FINANCIAL STATEMENTS                                        
|MAY 31, 2011 (Audited)                                               
|                                                                     
|NOTE 2 
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency TranslationThe financial statements
are presented in United States dollars. In accordance with FASB ASC 830-10,
Foreign Currency Matters, foreign denominated monetary assets and liabilities
are translated to their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Revenue and expenses are
translated at average rates of exchange during the period. Related translation
adjustments are reported as a separate component of stockholders equity,
whereas gains or losses resulting from foreign currency transactions are
included in results of operations. At May 31, 2011, the Company has not recorded
any translation adjustments into stockholders equity.

Stock-based CompensationOn June 1, 2006, the Company
adopted FASB ASC 718-10, Compensation-Stock Compensation, under this method,
compensation cost recognized for the year ended May 31, 2007 includes: a)
compensation cost for all share-based payments granted prior to, but not yet
vested as of May 31, 2006, based on the grant-date fair value estimated in
accordance with the original provisions of SFAS 123, and b) compensation cost
for all share-based payments granted subsequent to May 31, 2006, based on the
grant-date fair value estimated in accordance with the provisions of FASB ASC
718-10. In addition, deferred stock compensation related to non-vested options
is required to be eliminated against additional paid-in capital upon adoption of
FASB ASC 718-10. The results for the prior periods were not restated.

The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with FASB ASC 505-50 and the conclusions reached by the FASB ASC 505-50. Costs
are measured at the estimated fair market value of the consideration received or
the estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earliest of a performance
commitment or completion of performance by the provider of goods or services as
defined by FASB ASC 505-50.

Fair Value of Financial InstrumentsIn accordance
with the requirements of FASB ASC 820-10, the Company has determined the
estimated fair value of financial instruments using available market information
and appropriate valuation methodologies. The fair value of financial instruments
classified as current assets or liabilities approximate their carrying value due
to the short-term maturity of the instruments.

38

---

|SONO RESOURCES, INC.                                                 
|---------------------------------------------------------------------
|(formerly Geneva Resources Inc.)                                     
|(An exploration stage company)                                       
|NOTES TO FINANCIAL STATEMENTS                                        
|MAY 31, 2011 (Audited)                                               
|                                                                     
|                                                                     
|NOTE 2 
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting PronouncementsIn January
2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2010-6, Improving Disclosures about Fair Value
Measurements. This update requires additional disclosure within the roll
forward of activity for assets and liabilities measured at fair value on a
recurring basis, including transfers of assets and liabilities between Level 1
and Level 2 of the fair value hierarchy and the separate presentation of
purchases, sales, issuances and settlements of assets and liabilities within
Level 3 of the fair value hierarchy. In addition, the update requires enhanced
disclosures of the valuation techniques and inputs used in the fair value
measurements within Levels 2 and 3. The new disclosure requirements are
effective for interim and annual periods beginning after December 15, 2009,
except for the disclosure of purchases, sales, issuances and settlements of
Level 3 measurements. Those disclosures are effective for fiscal years beginning
after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the
Company does not expect that the adoption of this update will have a material
effect on the Companys financial position, results of operations or cash
flows.

In December 2010, the FASB (Financial Accounting Standards
Board) issued Accounting Standards Update 2010-28 (ASU 2010-28), Intangibles,
Goodwill and Other. The amendments in this Update are effective for fiscal
years, and interim periods within those years, beginning after December 15,
2010. The Company does not expect the provisions of ASU 2010-28 to have a
material effect on the Companys financial position, results of operations or
cash flows.

|NOTE 3 MINERAL
      EXPLORATION PROPERTIES
|--------------------------------------------

(a) Vilcoro Gold PropertyOn February 23, 2007, the
Company entered into a Property Option Agreement with St. Elias Mines Ltd.,
(St. Elias) a publicly traded company on the TSX-V exchange, to acquire not
less than an undivided 66% legal, beneficial and registerable interest in
certain mining leases in Peru comprised of approximately 600 hectares in Peru.

On December 1, 2007, the Company entered into an extension
agreement with St. Elias (the December Extension Agreement). The December
Extension Agreement (i) acknowledged that in accordance with the terms and
provisions of the Property Option Agreement, the Company must incur and pay
exploration expenditures of not less than $500,000 prior to January 17, 2008,
and (ii) provided an extension until March 31, 2008 to incur and pay such
Exploration Expenditures. On June 4, 2008, an indefinite extension was granted
by St. Elias to pay such Exploration Expenditures, based on the Operators work
on schedule.

Under the terms of the Property Option Agreement, and in order
to exercise its Option to acquire the properties, the Company was required to
make the following non-refundable cash payments to St. Elias totaling $350,000
in the following manner:

| | 1. | Payment of $50,000 in cash (paid).                                                                                                                                                                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | The second payment of $100,000 in cash and issuance of
      12,500 shares of the Companys common stock were due on or before the
      twelve month anniversary of the signing of the Property Option Agreement
      (paid and issued).
| | 3. | The third payment of $200,000 in cash was due on or
      before the twenty fourth month anniversary of the signing of the Property
      Option Agreement.                                                                               

39

---

|SONO RESOURCES, INC.                                    
|--------------------------------------------------------
|(formerly Geneva Resources Inc.)                        
|(An exploration stage company)                          
|NOTES TO FINANCIAL STATEMENTS                           
|MAY 31, 2011 (Audited)                                  
|                                                        
|                                                        
|NOTE 3 MINERAL
      EXPLORATION PROPERTIES (continued)

a) Vilcoro Gold Property (continued)The Company was
also required to incur costs totaling $2,500,000 as follows:

| | 1. | expenditures of $500,000 were to be incurred on or before
      the twelve month anniversary (subsequently indefinitely extended as
      described above) of the signing of the Property Option Agreement.
      ($551,000 was incurred from the inception of the agreement through May 31,
      2009;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | expenditures of $750,000 were to be incurred on or before
      the twenty-fourth-month anniversary (subsequently indefinitely extended as
      described above) of the signing of the Property Option Agreement;
    and                                                                              
| | 3. | expenditures of $1,250,000 were to be incurred on or
      before the thirty-sixth-month anniversary (subsequently indefinitely
      extended as described above) of the signing of the Property Option
      Agreement.                                                                               

Also under the terms of the Property Option Agreement, St.
Elias would be the operator of the properties and would receive an 8% operator
fee on all exploration expenditures. Once the Company exercised the Option
defined above, the Company agreed to pay 100% of all ongoing exploration,
development and production costs until commercial production and the Company had
the right to receive 100% of any cash flow from commercial production of the
properties until it had recouped its production costs, after which the cash flow
would be allocated 66% to the Company and 34% to St. Elias.

On November 10, 2008, the Company commenced legal proceedings
in the Supreme Court of British Columbia, Canada against each of St. Elias and
John Brophy P. Geol. The Company sought rescission of the Property Option
Agreement and the return of all funds and shares advanced by the Company to St.
Elias. The Company alleged that St. Elias failed to properly discharge its duty
as an operator of the Vilcoro Property and also alleged that each of St. Elias
and John Brophy failed to provide the Company complete and accurate information
relating to the ownership of the Vilcoro Property and to the ownership of the
adjacent property, including failing to disclose that John Brophy and his wife
had an interest in the Vilcoro Property and the adjacent property. The Company
also alleged that St. Elias used some of the exploration funds provided by the
Company to fund the exploration of the adjoining property.

A statement of Defense was filed by St. Elias and John Brophy
on December 23, 2008, denying the majority of the allegations made by the
Company. In addition St. Elias and John Brophy also filed a counter claim
against the Company for abuse of process and punitive damages.

On May 5, 2010, the Company entered into a mutual release with
St. Elias pursuant to which St. Elias and the Company agreed to release one
another from all causes of action, claims and demands of any nature of kind
whatsoever arising out of or in any way related to any of the subject matter of
the Statement of Claim. As part of the mutual release St. Elias agreed to return
the 12,500 shares of common stock previously issued to the Company. Accordingly,
during the year ended May 31, 2010, the related acquisition costs totaling
$165,010 were written off to loss on option deposit. On July 12, 2010, the
12,500 shares were returned to treasury and cancelled with the estimated fair
value of $2,000 being recorded as legal settlement during the year.

During fiscal 2009, the Company recorded a mineral property
recovery of $50,000 in connection with the return of funds originally paid into
trust to fund exploration activities.

40

---

|SONO RESOURCES, INC.                                    
|--------------------------------------------------------
|(formerly Geneva Resources Inc.)                        
|(An exploration stage company)                          
|NOTES TO FINANCIAL STATEMENTS                           
|MAY 31, 2011 (Audited)                                  
|                                                        
|NOTE 3 MINERAL
      EXPLORATION PROPERTIES (continued)

(b) San Juan PropertyOn November 16, 2006, the
Company entered into a Property Option Agreement with Petaquilla Minerals Ltd
(Petaquilla). Petaquilla therein granted the Company the sole and exclusive
option to acquire up to a 70% undivided interest in and to five exploration
concessions situated in the Republic of Panama owned and controlled by
Petaquillas wholly-owned subsidiary.

During 2007, certain disputes arose between the Company and
Petaquilla which were resolved during 2008 by way of a settlement agreement (the
Settlement), mutual release and the ultimate termination of the original
option agreement. Pursuant to the terms of the Settlement: (i) Petaquilla issued
100,000 shares of its common stock to the Company, subject to pooling and
release in four equal monthly tranches commencing no later than December 31,
2008 and certain other conditions, (ii) the 1,000,000 shares of the restricted
common stock previously issued by the Company to Petaquilla were returned to the
Company; and (iii) the $100,000 previously paid by the Company in order to
exercise the initial portion of the Option were returned to the Company.

As of May 31, 2008, the Company had received $100,000 and the
return of the 1,000,000 restricted shares of the Companys common stock with an
estimated fair value of $5,440,000. In addition, the Company recorded the
100,000 common shares of Petaquilla, with an estimated fair value of $270,000,
as accounts receivable as of May 31, 2008. The total proceeds of $5,810,000 was
included in amounts recorded as gain on settlements during 2008.

During fiscal 2009, the Company received the 100,000 common
shares receivable from Petaquilla, previously valued at $270,000. As of May 31,
2009, the 100,000 shares received had an estimated fair value of $55,000 ($0.55
per share). During 2010 the Company sold the shares for net proceeds to the
Company of $54,810 for a loss on disposal of $215,190.

(c) Amelia and San Martin ConcessionsOn November 20,
2009, the Company entered into a Letter Agreement with Glenn Patrick Schmitz
(Optionor) in connection with the proposed acquisition of an 80% interest in
39 mineral concessions located near Domyeko in Chile. The parties agreed to
complete their due diligence and the execution of a Formal Agreement within 60
days of the execution of the Letter Agreement. The material terms and conditions
(based on successful due diligence as defined) set out in the term sheet were as
follows:

| | 1. | The Company was to pay the Optionor $5,000 upon the
      parties execution of the Letter Agreement. Funds were paid on November 23,
      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | The Company would transfer and deliver 500,000 restricted
      common shares in the capital stock of the Company to the Optionor as
      follows: 125,000 shares as the initial tranche within thirty days of the
      Formal Agreement date; 250,000 shares upon the expiry of the first twelve
      month period after the Formal Agreement date; and 125,000 shares upon the
      expiry of the second twelve month period after the Formal Agreement
      date.                                                                                                                                                                                                        
| | 3. | The Company would pay the Optionor further amounts as
      follows: $300,000 prior to the first anniversary of the Formal Agreement
      date; an amount to be solely and exclusively determined by the Company in
      its judgment, based on the First Year Term drilling and exploration
      results, would be paid as Exploration Expenditures by the Company prior to
      the Second Anniversary; and an amount to be solely and exclusively
      determined by the Company in its judgment, based on the Second Year Term
      drilling and explorations results, would be paid as Exploration
      Expenditures by the Company prior to the Third
  Anniversary.

Based on the results of the due diligence, the Company decided
not to proceed with this proposed acquisition and made a request for a refund of
the $5,000 deposit. As of May 31, 2010, the $5,000 was written off to loss on
option deposit based on uncertainty as to collection.

41

---

|SONO RESOURCES, INC.                                    
|--------------------------------------------------------
|(formerly Geneva Resources Inc.)                        
|(An exploration stage company)                          
|NOTES TO FINANCIAL STATEMENTS                           
|MAY 31, 2011 (Audited)                                  
|                                                        
|NOTE 3 MINERAL
      EXPLORATION PROPERTIES (continued)

(d) Botswana leasesOn March 14, 2011 the Company
entered into a formal Share Purchase Agreement (the Agreement) with Tignish
(PTY) Ltd., a Botswana company (the Vendor), to purchase 95 percent of the
issued and outstanding shares (the Shares) of Bonnyridge (PTY) Ltd., also a
Botswana company (Bonnyridge), which is the legal and beneficial owner of
three mineral license blocks located in Northwestern Botswana, Africa (the
Property).

In accordance with the terms of the Agreement, and in order to
purchase the Shares, the Company was required to provide the Vendor with: (i) an
initial cash payment of $200,000 by April 20, 2011 (paid); (ii) a further cash
payment of $100,000 on or before closing; and (iii) 6,500,000 restricted common
shares of the Company at closing; and which closing was required to occur prior
to April 29, 2011 unless otherwise mutually determined. The closing date was
subsequently extended to provide adequate time to obtain final regulatory
approvals in Botswana. These regulatory approvals were obtained on July 22,
2011. The further cash payment of $100,000 was paid on July 29, 2011 and the
6,500,000 restricted common shares of the Company were issued to the Vendor on
August 2, 2011.

In order to maintain its property interests, Bonnyridge
continues to be obligated to provide the Vendor with $900,000 payable in three
instalments of $300,000 per year over a three-year period. The two cash payments
made by the Company to the Vendor of $200,000 and $100,000 respectively noted
above, will be applied against the $300,000 instalment due for the first year.
In addition, the Company must carry out an exploration program on the 2,965.6
square km of mineral rights with an expenditure commitment over the three-year
period of $1,750,000.

|NOTE 4 
      STOCKHOLDERS DEFICIT
|------------------------------------

The Companys capitalization is 50,000,000 common shares with a
par value of $0.001 per share.

On May 1, 2006, a majority of shareholders and the directors of
the Company approved a special resolution to undertake a forward stock split of
the common stock of the Company on a 42 new shares for 1 old share basis. On
October 13, 2006, a majority of the Board of Directors approved by way of a
stock dividend to undertake a forward stock split of the common stock of the
Company on a 4 new shares for 1 old share basis. On February 1, 2010, a majority
of the Board of Directors approved by way of a stock dividend to undertake a
reverse stock split of the common stock of the Company on a 1 new shares for 4
old share basis which was effected on June 18, 2010, decreasing the then
outstanding shares from 104,743,062 to 26,185,778.

All references in these financial statements to number of
common shares, price per share and weighted average number of common shares
outstanding prior to the 42:1 forward split and the 4:1 forward split and the
1:4 to reverse split have been adjusted to reflect these stock splits on a
retroactive basis, unless otherwise noted.

On September 27, 2006, four founding shareholders returned
7,500,000 of their restricted founders shares, previously issued at prices
ranging from $0.0016 - $0.009 per share, to treasury and the shares were
subsequently cancelled by the Company. The shares were returned to treasury for
no consideration to the founding shareholders.

On December 1, 2006, the Company issued 1,000,000 common shares
valued at $7,400,000 in connection with the San Juan Property Option
Agreement.

42

---

|SONO RESOURCES, INC.                            
|------------------------------------------------
|(formerly Geneva Resources Inc.)                
|(An exploration stage company)                  
|NOTES TO FINANCIAL STATEMENTS                   
|MAY 31, 2011 (Audited)                          
|                                                
|NOTE 4 
      STOCKHOLDERS DEFICIT (continued)

In August 2007, the Company received $400,000 towards a planned
private placement of Units to be offered at $4.00 per unit with each unit
consisting of one common share and one warrant to acquire an additional common
share, exercisable at $6.00 for twelve months. On February 29, 2008, the Company
changed the terms of the planned private placement of Units now to be offered at
$1.00 per unit with each unit consisting of one common share only. The 100,000
shares were issued on September 9, 2008.

On October 15, 2007, the Company issued 2,500 common shares
with a fair value of $15,000 as a finders fee payment in connection with the
Vilcoro Gold Property Option Agreement.

On January 31, 2008, the Company issued 12,500 common shares to
St. Elias Mines Ltd. with a fair value of $65,000 in connection with the Vilcoro
Gold Property Option Agreement (Refer Note 3a).

On March 14, 2008, the Company returned to treasury the
1,000,000 common shares with a fair value of $5,440,000 in connection with the
settlement with Petaquilla (Refer to Note 3b).

On May 29, 2008, the Company issued 21,625 common shares at
$5.00 per share totaling $108,125, in settlement of $86,500 in debt owed by the
Company to the president of the Company, resulting in a $21,625 loss on the debt
settlement.

On May 29, 2008, the Company issued 197,590 common shares at
$5.00 per share totaling $987,953, in settlement of $790,362 in debt owed by the
Company to a supplier of the Company, resulting in a $197,591 loss on the debt
settlement.

On September 9, 2008, the Company issued 100,000 common shares
at $4.00 per share for proceeds of $400,000 which were received during the year
ended May 31, 2008.

In September and October 2009, the Company received $350,000
towards a planned private placement of Units to be offered at $0.20 per unit
with each unit consisting of one common share and one warrant to acquire an
additional common share, exercisable at $1.00 for twelve months. On December 8,
2009, the Company issued 1,750,000 common shares at $0.20 per share in
connection with these previously received share subscriptions.

Effective December 7, 2009, the Board of Directors of the
Company authorized the issuance of an aggregate of 14,801,562 shares of the
Companys Common Stock in settlement of a total of $1,776,186 at $0.12 per
share. In connection with the conversion of the promissory note, we recognized a
beneficial conversion feature of $592,062 which was charged to Additional
Paid-in Capital. (refer to Note 6).

On February 1, 2010, a majority of the Board of Directors
approved by way of a stock dividend to undertake a reverse stock split of the
common stock of the Company on a 1 new shares for 4 old share basis, effectuated
on June 18, 2010, decreasing outstanding shares from 104,743,062 to
26,185,778.

On July 12, 2010, the Company returned to treasury and
cancelled the 12,500 common shares with an estimated fair value of $2,000 in
connection with the settlement with St. Elias (Refer to Note 3a).

43

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An exploration stage company)  
|NOTES TO FINANCIAL STATEMENTS   
|MAY 31, 2011 (Audited)          
|                                
|NOTE 5  STOCK
      OPTION PLAN

On May 9, 2007, the Board of Directors of the Company ratified,
approved and adopted a Stock Option Plan for the Company in the amount of
1,250,000 shares with an exercisable period up to 10 years. In the event an
optionee ceases to be employed by or to provide services to the Company for
reasons other than cause, any Stock Option that is vested and held by such
optionee may be exercisable within up to ninety calendar days after the
effective date that his position ceases. No Stock Option granted under the Stock
Option Plan is transferable. Any Stock Option held by an optionee at the time of
his death may be exercised by his estate within one year of his death or such
longer period as the Board of Directors may determine.

On May 9, 2007, the Company granted 375,000 stock options to
officers, directors and consultants of the Company at $4.00 per share. The term
of these options are ten years. The total fair value of these options at the
date of grant was $965,671, and was estimated using the Black-Scholes option
pricing model with an expected life of 10 years, a risk free interest rate of
4.49%, a dividend yield of 0% and expected volatility of 164% and was recorded
as stock based compensation expense during the year ended May 31, 2007.

On April 28, 2008, the Company granted 87,500 stock options to
a director of the Company at $4.80 per share. The term of these options are ten
years. The total fair value of these options at the date of grant was $388,500
and was estimated using the Black-Scholes option pricing model with an expected
life of 10 years, a risk free interest rate of 3.86%, a dividend yield of 0% and
expected volatility of 126% and was recorded as a stock based compensation
expense during the year ended May 31, 2008.

A summary of the Companys stock options as of May 31, 2011,
and changes during the year then ended is presented below:

|                                  |  | Number of |   |   | Weighted average |  |  | Weighted average remaining | 
|--------------------------------- |  | --------- | - | - | ---------------- |  |  | -------------------------- | 
|                                  |  | Options   |   |   | exercise         |  |  | Contractual life           | 
|                                  |  |           |   |   | Price per share  |  |  | (in years)                 | 
|                                  |  |           |   |   |                  |  |  |                            | 
|Outstanding at May 31, 2009       |  | 462,500   |   | $ | 4.15             |  |  | 8.12                       | 
|Granted during the year           |  | -         |   |   | -                |  |  | -                          | 
|Exercised during the year         |  | -         |   |   | -                |  |  | -                          | 
|                                  |  |           |   |   |                  |  |  |                            | 
|Outstanding at May 31, 2010       |  | 462,500   |   |   | 4.15             |  |  | 7.12                       | 
|Granted during the period         |  | -         |   |   | -                |  |  | -                          | 
|Exercised during the period       |  | -         |   |   | -                |  |  | -                          | 
|Cancelled during
      the year   |  | (462,500  | ) |   | 4.15             |  |  | -                          | 
|                                  |  |           |   |   |                  |  |  |                            | 
|Outstanding at
      May 31, 2011 |  | -         |   |   | -                |  |  | -                          | 

|NOTE 6 
      SHAREHOLDERS LOANS
|----------------------------------

On November 14, 2006, a significant shareholder of the Company
advanced $100,000 on behalf of the Company regarding a previous property option
agreement. Additional advances of $303,500, $795,000 and $540,000 were received
during the years ended May 31, 2007, 2008 and 2009, respectively under the same
terms and conditions. During the period ended December 1, 2009, an additional
$25,904 was advanced by the same shareholder leaving an amount owing as of
December 1, 2009 of $1,764,404 and $11,782 in interest (May 31, 2009 -
$1,987,899). These amounts were unsecured, bear interest at 10% per annum, and
have no set terms for repayment.

44

---

|SONO RESOURCES, INC.                         
|---------------------------------------------
|(formerly Geneva Resources Inc.)             
|(An exploration stage company)               
|NOTES TO FINANCIAL STATEMENTS                
|MAY 31, 2011 (Audited)                       
|                                             
|NOTE 6 
      SHAREHOLDERS LOAN (continued)

Effective December 7, 2009, the Board of Directors of the
Company authorized the settlement of the remaining outstanding advances and
accrued interest aggregating to $1,776,186. This Debt was evidenced by a demand
convertible promissory note dated December 1, 2009 in the principal amount of
$1,776,186 issued to the above significant shareholder. In accordance with the
terms and provisions of the Promissory Note, in the event the Company was unable
to repay the debt, the debt could be satisfied by way of conversion of the debt
into shares of the Companys restricted common stock at $0.12 per share.
Subsequently the shareholder assigned a proportionate right of its title and
interest in and to the debt and the convertible promissory note to certain
Assignees. On December 7, 2009, the Company received notices of conversion from
the respective Assignees, pursuant to which the Board of Directors of the
Company authorized the issuance of an aggregate of 14,801,562 shares of the
Companys Common Stock proportionately to the Assignees in settlement of the
$1,776,186 at the rate of $0.12 per share. In connection with the Convertible
Promissory Note, the Company recognized a beneficial conversion feature of
$592,062 which was charged to Additional Paid-in Capital.

During the year ended May 31, 2011 two shareholders advanced
the Company $322,500 (net of repayments of $5,000). These amounts were
unsecured, bear interest at 5% per annum and have a two year term. Interest and
principal are due at the end of the term of the loan. As of May 31, 2011, a
total of $326,745 in principal and accrued interest is due to the
shareholders.

|NOTE 7  DUE
      FROM RELATED COMPANY
|---------------------------------------

During the year the Company advanced $6,000 to Morgan Creek
Energy Corp., a company with certain directors in common with the Company. These
advances are non-interest bearing, unsecured and without specific terms or
repayment.

|NOTE 8  INCOME
      TAXES
|---------------------------

The Company has adopted the FASB ASC 740-10 for reporting
purposes. As of May 31, 201 and May 31, 2010, the Company had net operating loss
carry forwards of approximately $6,540,000 and $6,210,000 respectively that may
be available to reduce future years taxable income through 2029. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and accordingly, the Company has recorded a valuation allowance for the
deferred tax asset relating to these tax loss carryforwards.

The applicable federal and state statutory tax rates used in
determining the Companys income tax provisions deferred tax asset are as
follows:

|                                                                                       |  | 2011  |  |  | 2010  | 
|-------------------------------------------------------------------------------------- |  | ----- |  |  | ----- | 
|                                                                                       |  |       |  |  |       | 
|Federal income tax provision at statutory
      rate                                   |  | 35.0% |  |  | 35.0% | 
|States income tax
      provision at statutory rates, net of federal income tax effect |  | 0.0%  |  |  | 0.0%  | 
|                                                                                       |  |       |  |  |       | 
|Total income tax
      provision                                                       |  | 35.0% |  |  | 35.0% | 

45

---

|SONO RESOURCES, INC.                   
|---------------------------------------
|(formerly Geneva Resources Inc.)       
|(An exploration stage company)         
|NOTES TO FINANCIAL STATEMENTS          
|MAY 31, 2011 (Audited)                 
|                                       
|NOTE 8  INCOME
      TAXES (continued)

The actual income tax provisions differ from the expected
amounts calculated by applying the combined federal and state corporate income
tax rates to the Companys loss before income taxes. The components of these
differences are as follows:

|                                                         |   | 2011     |   |   | 2010       |  
|-------------------------------------------------------- | - | -------- | - | - | ---------- | -
|Federal net operating loss                               | $ | (330,570 | ) | $ | (1,327,789 | )
|Corporate tax rate                                       |   | 35%      |   |   | 35%        |  
|Expected tax recovery (expense)                          |   | 115,699  |   |   | 464,726    |  
|Less:                                                    |   |          |   |   |            |  
|Non-deductible interest
      related to note conversion |   | -        |   |   | (207,222   | )
|Change in valuation allowance                            |   | (115,699 | ) |   | (257,504   | )
|Future income tax provision                              | $ | -        |   | $ | -          |  

The Companys deferred tax assets are as follows:

|                                        |   | 2011       |   |   | 2010       |  
|--------------------------------------- | - | ---------- | - | - | ---------- | -
|Deferred tax assets                     |   |            |   |   |            |  
|Net
      operating loss carry forwards | $ | 2,290,031  |   | $ | 2,174,332  |  
|Total deferred tax assets               |   | 2,290,031  |   |   | 2,174,332  |  
|Valuation
      allowance               |   | (2,290,031 | ) |   | (2,174,332 | )
|Net deferred tax assets                 | $ | -          |   | $ | -          |  

The valuation allowance for deferred tax assets as of May 31,
2011 and May 31, 2010 was $2,290,031 and $2,174,332, respectively. In assessing
the recovery of the deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income in the periods in which those temporary
differences become deductible. Management considers the scheduled reversals of
future deferred tax assets, projected future taxable income, and tax planning
strategies in making this assessment. As a result, management determined it was
more likely than not the deferred tax assets would be realized as of May 31,
2011 and May 31, 2010.

46

---

|SONO RESOURCES, INC.            
|--------------------------------
|(formerly Geneva Resources Inc.)
|(An exploration stage company)  
|NOTES TO FINANCIAL STATEMENTS   
|MAY 31, 2011 (Audited)          
|                                
|NOTE 9  LEGAL
      PROCEEDINGS

On October 26, 2009, Stacey Kivel, former president of the
Company filed a lawsuit of wrongful dismissal in the State of Nevada. During
July 2007, we terminated the employment of Stacey Kivel, our then President, for
cause. Subsequently, Ms. Kivel made certain false allegations against us. We
refuted her allegations and believed termination was justified. On October 13,
2010 all parties agreed to a settlement to which the Company agreed to pay Ms.
Kivel, $40,000 (paid on October 27, 2010).

On May 5, 2010, we entered into that certain mutual release
with St. Elias (the Mutual Release) pursuant to which we and St. Elias agreed
to release one another from all causes of action, claims and demands of any
nature or kind whatsoever arising out of or in any way related to any of the
subject matter of the Statement of Claim. On July 12, 2010, 12,500 common stock
shares were returned treasury with an estimated fair value of $2,000, thus
reducing our total issued and outstanding to 26,173,278 shares of common
stock.

|NOTE 10 
      SUBSEQUENT EVENTS
|---------------------------------

Botswana leases (see Note 3(d))

Effective July 25, 2011, we completed the acquisition from
Tignish of 95% of the issued and outstanding shares of Bonnyridge, which is the
legal and beneficial owner of three mineral license blocks located in
northwestern Botswana, Africa. Both Tignish and Bonnyridge are companies
incorporated under the laws of Botswana. Tignish was the registered and
beneficial owner of 950 common shares of Bonnyridge (the Purchased Shares),
representing 95% of the issued and outstanding shares of Bonnyridge. Pursuant to
the Share Purchase Agreement, as amended Tignish has sold, and the Company has
purchased, the Purchased Shares for the following consideration: (i) an initial
cash payment of US$200,000 ( paid April 20, 2011); (ii) a further cash payment
of US$100,000 ( paid July 29, 2011); and (iii) 6,500,000 restricted common
shares of the Company ( issued July 31, 2011). The Share Purchase Agreement as amended on July 22, 2011, eliminated the requirement for an exploration expenditure commitment over a three year period of $1,750,000 on Bonnyridge's 2,965.6 square km of mineral rights.

Effective on August 11, 2011, we entered into an agreement in
principle to acquire the remaining 5% of the shares of Bonnyridge Pty to hold
100% of the shares.

Under its prior and recently completed purchase agreement Sono
acquired 95% of Bonnyridge. Sono was required to pay $900,000 in cash over a
three-year period and issue 6.5 million shares to the then share vendors; of
which $300,000 had been paid and all said shares had been issued.

Sono has now acquired the remaining 5% Shares by paying
$100,000 in cash (paid September 7, 2011) and issuing 1,000,000 additional
shares from treasury; thereby also eliminating the additional cash payments of
$600,000, which had been required under its prior purchase agreement for
Sono.

47

---

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

We have had no disagreements with our principal independent
accountants.

|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

As of May 31, 2011, which is the end of the fiscal period
covered by this Annual Report, our Chief Executive Officer and our Chief
Financial Officer reviewed and evaluated the effectiveness of our disclosure
controls and procedures, as defined in Exchange Act Rule 13a-15(e) and
15d-15(e). Based on that evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that our disclosure controls and procedures were not
effective as of May 31, 2011.

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 defined in Rule 13a-15(f)
under the Exchange Act). Under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial
Officer, we evaluated the effectiveness of our internal control over financial
reporting as of May 31, 2011. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework.

Based upon this assessment, we determined that our internal
control over financial reporting as of May 31, 2011 was not effective.

Management identified the following material weakness in
internal control over financial reporting: the Company does not maintain an
adequate purchasing/accounts payable system. Management has resolved this
weakness by instituting improved and timely monthly reconciliations of accounts
payables as well as improving the management review process to ensure any
adjustments are identified and recorded in a timely basis.

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 our registered
public accounting firm pursuant to rules of the Securities and Exchange
Commission that permit the company to provide only management's report.

Changes in Internal Controls

There have been no changes in our internal control over
financial reporting during our fourth fiscal quarter of our fiscal year ended
May 31, 2011 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

Not applicable.

48

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|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
|-------- | ------------------------------------------------------------

Our executive officers and directors and their respective ages
as of the date of this prospectus are as follows:

|Name                | Age | Position Held                                        
|------------------- | --- | -----------------------------------------------------
|Peter Wilson        | 43  | President, Chief Executive
      Officer and Director
|William D. Thomas   | 60  | Chief Financial Officer and Director                 
|Paul Robert Lindsay | 57  | Director                                             
|Angelo Viard        | 35  | Director                                             
|Luc Antoine         | 58  | Director                                             

The following describes the business experience of each of our
directors and executive officers, including other directorships held in
reporting companies:

Peter Wilson.Mr. Wilson has been our President, Chief
Executive Officer and a member of our Board of Directors since April 5, 2011.
During the past 20 years, Mr. Wilson has been involved in senior level
management of public companies through his private investment firm which is
based in Vancouver, Canada. His experience spans a wide range of project
finance, development and contract negotiations within the mining, energy and
real estate industries. His business experience includes international
assignments in the United Kingdom, Canada, the United States, Switzerland and
Norway. From December 3, 2009 to present, Mr. Wilson has served as Vice
President of Business Development and a member of the Board of Directors of
Mainland Resources, Inc., a reporting company quoted on the OTC Bulletin Board.
From September 2008 to present, Mr. Wilson has served as the President/Chief
Executive Officer and a director of Morgan Creek Energy Corp., a reporting
company quoted on the OTC Bulletin Board. From April 2007 through October 2009,
Mr. Wilson was the president and a director of Hana Mining Ltd., a publicly
TSX-V listed exploration company seeking to develop a copper-silver resource in
Botswana, Africa. Additionally, during 2005 and 2006, he served as the president
and chief executive officer of Sun Oil and Gas Corp.

William D. Thomas.Mr. Thomas has been our Chief
Financial Officer and a member of our Board of Directors since April 5, 2011.
Mr. Thomas has over thirty years of experience in the finance and accounting
areas for the natural resource sector. Mr. Thomas has served as Chief Financial
Officer, Secretary and Treasurer of Mainland Resources, Inc., a reporting
company quoted on the OTC Bulletin Board, from July 2008 through September 2009
and from March 2010 to the present. In addition, Mr. Thomas has served as a
director of Mainland Resources since September 2009. From August 2008 to
present, Mr. Thomas has served as Chief Financial Officer, Secretary, Treasurer
and a director of Mercer Gold Corp., a reporting company quoted on the OTC
Bulletin Board. From January 2009 to present, Mr. Thomas has served as Chief
Financial Officer, Secretary and Treasurer of Morgan Creek Energy, Inc., a
reporting company quoted on the OTC Bulletin Board. In July 2007 Mr. Thomas took
on the role of Chief Financial Officer for two public resource companies; Hana
Mining Inc. (TSX-V: HMG) and NWT Uranium Corp (TSX-V: NWT; OTCBB: NWURF). Mr.
Thomas resigned from NWT Uranium Corp. and Hana Mining Inc in July 2008 and
March 2010, respectively. Mr. Thomas held various successive management
positions with Kerr McGee Corporations China operations based in Beijing,
China, ending in 2004 with his final position as Director of Business Services.
For a brief period after leaving Kerr McGee, Mr. Thomas acted as a
self-practitioner in the accounting and finance field.

Mr. Thomas attained his Chartered Accountant (CA) designation
from the Canadian Institute of Chartered Accountants in 1977. He holds an Honors
Bachelor of Commerce and Finance from the University of Toronto, Ontario,
Canada.

Paul Robert Lindsay.Mr. Lindsay has been a member of
our Board of Directors since April 5, 2011. Mr. Lindsay has over 33 years of
mineral and mining experience, focused on management and mine development. He
has experience in both underground and surface mining and development of flat
and decline mining operations. He is a specialist in development and construction and has a long
history with Managing Civil & Mechanical Construction on surface and
underground, as well as environmental management working towards I.S.O 14001
accreditation.

49

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Mr. Lindsay was most recently a mining consultant to Koidu
Holdings from January 2010 until present. He was the Mining Manager at the Geita
Gold Mine operated by Anglo Gold Ashanti in Tanzania from 2007 to 2010 and was
also the Mining Manager at their Yatela Gold Mine in Mali during that time. He
was the Senior Mining Engineer for De Beers Venetia Mine in South Africa
(1997-2007) and the Mine Overseer at De Beers Finsch Mine, also located in
South Africa (1981 to 1997).

A resident of South Africa, Mr. Lindsay is an Associate Member
of the South African Institute of Mining & Metallurgy and Fellow Member of
the Institute of Quarrying.

Angelo Viard.Angelo Viard has been a member of our
Board of Directors since December 11, 2009. During the past ten years, Mr. Viard
has been involved in providing companies with advisory services including, but
not limited to, managerial, investment strategy, finance, information
technology, compliance, accounting, business development, mergers and
acquisitions, and capital fund raising in a wide range of industry sectors
across the United States, South America and Europe. From approximately June 2007
through current date, Mr. Viard has been the president/chief executive officer
of VCS Group, Inc. formerly known as Viard Consulting Services. His role as
director of advisory services requires development of an advisory services
sector. Mr. Viards functions include full budgeting responsibilities,
management of budgets and planning, creation of policies and administrative
procedures to restructure business processes, authoring multi-company employee
manuals, design work order tracking and billing interface systems for
accounting, and updating business plans, accounting structures and
organizational changes to maximize business growth. From approximately August
2006 through June 2007, Mr. Viard was the IT operations manager for Bare
Escentuals where he was responsible for developing and coordinating multiple
related projects in alignment with strategic and tactical company goals, served
as a primary customer advocate, planned and coordinated long term systems
strategy, and managed the day to day operations of the IT department, including
LAN/WAN architecture, telecommunications and hardware/software support and
development. From approximately August 2005 through August 2006, Mr. Viard was a
senior IT audit consultant for PricewaterhouseCoopers LLP where he was
responsible for determining the audit documentation, strategy and plan. From
approximately December 2004 through August 2005, Mr. Viard was the chief
executive officer and founder of Technology Mondial Inc., which was a start-up
company specializing in broadband wireless technology in Costa Rica and
management and development of wireless connection planning for Latin America.
Mr. Viard was also previously employed with OpenTV Inc, where he was manager of
information system and technology, Thomas Weisel Partners LLC where he was an
information technology brokerage services manager, BancBoston Robertson Stephens
& Co. where he was a senior system engineer, and Environmental Chemical
Corporation where he was a technical analyst.

Mr. Viard is also a member of the Board of Directors of Morgan
Creek Energy Corp., and Mainland Resources Inc. Both companies traded on the
Over-the-Counter Bulletin Board. Mr. Viard holds a master in computer science, a
BS in business management and administration, and an A/A in computer business
administration and network.

Luc Antoine. Luc Antoine has been a member of our Board
of Directors since May 31, 2011. Dr. Antoine is a professional geologist and
geophysicist who has worked on the African continent in such countries as
Algeria, Libya, Tanzania, Sudan, Mozambique, South Africa, Angola, Congo, Gabon,
Mauritania, Senegal, Morocco and Botswana for over 20 years. His expertise is
focused on exploration, data security and quality control, data acquisition, and
on data interpretation.

Dr. Antoine is co-founder and technical director of GeX
Surveys, a company specializing in airborne geophysical data acquisition
contracting services since 2006. He is also co-founder and technical director of
Geoscientific Exploration Services, a company offering geological, geotechnical,
remote sensing and geophysical consulting and contracting services since
1999.

During his career, Dr. Antoine has been extensively involved in
developing exploration programmes for leading mining and mineral companies
including Anglo American Gold Corporation (1986 to 1987) and Anglo American
Golds base metals operations (1980 to 1986), as well as Falconbridge
Exploration (1973 and 1978 to 1979). He also taught exploration methodology at
the University of the Witwatersrand from 1987 to 2002.

50

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A resident of South Africa, Dr. Antoine is an Associate Member
of South African Geophysical Association (President 1993), a member of the
Geological Society of South Africa, the European Association of Geoscientists
and Engineers, and the Society of Exploration Geophysicists.

Term of Office

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our stockholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and
directors described above.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge and belief, none of our directors
or executive officers has been involved in any of the following events during
the past ten years that is material to an evaluation of the ability of such
person to serve as an executive officer or director of our Company:

| | 1. | a petition under the Federal bankruptcy laws or any state
      insolvency law was filed by or against, or a receiver, fiscal agent or
      similar officer was appointed by a court for the business or property of
      such person, or any partnership in which he was a general partner at or
      within two years before the time of such filing, or any corporation or
      business association of which he was an executive officer at or within two
      years before the time of such filing;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 2. | such person was convicted in a criminal proceeding or is
      a named subject of a pending criminal proceeding (excluding traffic
      violations and other minor offenses);                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3. | such person was the subject of any order, judgment, or
      decree, not subsequently reversed, suspended or vacated, of any court of
      competent jurisdiction, permanently or temporarily enjoining him from, or
      otherwise limiting, the following activities:                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 4. | such person was the subject of any order, judgment or
      decree, not subsequently reversed, suspended or vacated, of any Federal or
      State authority barring, suspending or otherwise limiting for more than 60
      days the right of such person to engage in any activity described in
      paragraph 3(i) above, or to be associated with persons engaged in any such
      activity;                                                                                                          

51

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| | 5. | such person was found by a court of competent
      jurisdiction in a civil action or by the Commission to have violated any
      Federal or State securities law, and the judgment in such civil action or
      finding by the Commission has not been subsequently reversed, suspended,
      or vacated;                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 6. | such person was found by a court of competent
      jurisdiction in a civil action or by the Commodity Futures Trading
      Commission to have violated any Federal commodities law, and the judgment
      in such civil action or finding by the Commodity Futures Trading
      Commission has not been subsequently reversed, suspended or
  vacated;                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 7. | such person was the subject of, or a party to, any
      Federal or State judicial or administrative order, judgment, decree, or
      finding, not subsequently reversed, suspended or vacated, relating to an
      alleged violation of:                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 8. | such person was the subject of, or a party to, any
      sanction or order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Exchange Act), any registered entity (as defined in Section 1(a)(29) of
      the United States Commodity Exchange Act), or any equivalent
      exchange, association, entity or organization that has disciplinary
      authority over its members or persons associated with a
  member.

We are not aware of any material legal proceedings in which any
of the following persons is a party adverse to our Company or has a material
interest adverse to our Company: (a) any current director, officer, or affiliate
of the Company, or any owner of record or beneficial owner of more than five
percent of any class of voting securities of the Company; (b) any person
proposed for appointment or election as a director or officer of our Company; or
(c) any associate of any such person.

Code of Ethics

We have adopted a Code of Ethics, which applies to our Board of
Directors (we note that our officers are also directors). The text of our Code
of Ethics is posted on our corporate website (www.sonoresourcesinc.com), and we undertake to provide
any person without charge, upon request, a copy of our code of ethics, which may
be requested by writing to us or calling us as follows:

|Sono Resources, Inc.            
|--------------------------------
|2533 N. Carson Street, Suite 125
|Carson City, Nevada 89706       
|Telephone: (775) 348-9330       

Audit Committee

We do not have a separate Audit Committee. Our entire board of
directors serves as our Audit Committee. We have not identified William Thomas
as a financial expert serving on our board of directors/Audit Committee.
However, because Mr. Thomas also serves as an officer of the Company, we do not
consider him to be independent.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and
officers, and the persons who beneficially own more than ten percent of our
common stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports
received by us and on the representations of the reporting persons, we believe
that these persons have complied with all applicable filing requirements during
the fiscal year ended May 31, 2011, except as follows:

52

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|Name                | Position Held                                         | Late or Unfiled Report                                    
|------------------- | ----------------------------------------------------- | ----------------------------------------------------------
|Peter Wilson        | President, Chief Executive
      Officer and Director | Form 3 upon becoming director
      and officer filed late
|William D. Thomas   | Chief Financial Officer and Director                  | Form 3 upon becoming director and officer not
      filed 
|Paul Robert Lindsay | Director                                              | Form 3 upon becoming director
      not filed             
|Angelo Viard        | Director                                              | N/A                                                       
|Luc Antoine         | Director                                              | Form 3 upon becoming director
      not filed             

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

The table below summarizes all compensation awarded to, earned
by or paid to our executive officers by any person for all services rendered in
all capacities to us during our fiscal years ended May 31, 2010 and 2011.

Summary Compensation Table

|Name and
      Principal Position                                                                  |  | Year           |  |   | Salary
      ($) |  |  | Bonus
      ($) |  |  | Stock Awards
    ($) |  |  | Option
      Awards ($) |  |  | Non- Equity
      Incentive Plan Compen- sation
    ($) |  |  | Nonqualified Deferred
      Compen- sation Earnings ($) |  |  | All Other
    Compen- sation ($) |  |   | Total
      ($) | 
|-------------------------------------------------------------------------------------------------- |  | -------------- |  | - | ---------------- |  |  | --------------- |  |  | -------------------- |  |  | ----------------------- |  |  | ------------------------------------------------------- |  |  | ------------------------------------------------------- |  |  | -------------------------------- |  | - | --------------- | 
|Peter Wilson
      President & Chief Executive Officer                                             |  | 2010(1)2011(1) |  | $ | N/A 11,200       |  |  | N/A Nil         |  |  | N/A Nil              |  |  | N/A Nil                 |  |  | N/A Nil                                                 |  |  | N/A Nil                                                 |  |  | N/A Nil                          |  | $ | N/A 11,200      | 
|William Thomas Chief
      Financial Officer                                                       |  | 2010(2)2011(2) |  | $ | N/A 2,240        |  |  | N/A Nil         |  |  | N/A Nil              |  |  | N/A Nil                 |  |  | N/A Nil                                                 |  |  | N/A Nil                                                 |  |  | N/A Nil                          |  | $ | N/A 2,240       | 
|Marcus Johnson
      (Former) President, Chief Executive Officer
      and Chief Financial Officer |  | 2010(3)2011(3) |  | $ | Nil 35,000       |  |  | Nil Nil         |  |  | Nil Nil              |  |  | Nil Nil                 |  |  | Nil Nil                                                 |  |  | Nil Nil                                                 |  |  | Nil Nil                          |  | $ | Nil 35,000      | 

|(1) | Mr. Wilson was appointed as our President and Chief
      Executive Officer on April 5, 2011.                     
|--- | ------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Thomas was appointed as our Chief Financial Officer
      on April 5, 2011.                                   
|(3) | Mr. Johnson resigned as our President, Chief Executive
      Officer and Chief Financial Officer on April 5,
2011.

Outstanding Equity Awards

As at May 31, 2011 there were no unexercised options, stock
that had not vested or outstanding equity incentive plan awards with respect to
any of our officers or directors.

53

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Compensation of Directors

Except as disclosed below, we did not pay our directors any
fees or other compensation for acting as directors during our fiscal year ended
May 31, 2011. Certain of our current or former directors serve or have served as
officers of the Company, and any compensation they received due to their service
as an officer is disclosed in the table above and is not included in the table
below.

|Director
      Compensation      
|---------------------------------
|Name and Principal
      Position
|                                 
|Marcus Johnson (1)(2)            
|Peter Wilson(1)                  
|William Thomas(1)                
|Paul Lindsay                     
|Angelo Viard                     
|Luc Antoine                      

|(1) | See summary compensation table above.                   
|--- | --------------------------------------------------------
|(2) | Mr. Johnson resigned as a director on April 5,
    2011.

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

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of the date of
this annual report by: (i) each person (including any group) known to us to own
more than 5% of any class of our voting securities, (ii) each of our directors,
(iii) each of our officers and (iv) our officers and directors as a group. Each
stockholder listed possesses sole voting and investment power with respect to
the shares shown.

Title of class
    Name and address of beneficial
      owner(1)
    Amount and nature
      of beneficial owner(2)
    Percentage of
      class(3)Persons owning more than 5% of voting
      securitiesCommon Stock
    Brian Hambleton Jones South Africa
    3,250,000
    9.7%Common Stock
    Marc Paul Lindsay South Africa
    3,050,000
    9.1%Officers and DirectorsCommon Stock
    Peter Wilson
    1,250,000
    3.7%Common Stock
    William D. Thomas
    Nil
    NilCommon Stock
    Paul Robert Lindsay
    Nil
    NilCommon Stock
    Angelo Viard
    Nil
    NilCommon Stock
    Luc Antoine
    Nil
    Nil


54

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Common Stock
    All executive officers and directors as a
      group (five persons)
    1,250,000
    3.7%


|1. | The address of our officers and directors our Companys
      address, which is Suite 125-2533 N. Carson Street, Carson City, Nevada
      89706.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Under Rule 13d-3 of the Exchange Act a beneficial owner
      of a security includes any person who, directly or indirectly, through any
      contract, arrangement, understanding, relationship or otherwise has or
      shares: (i) voting power, which includes the power to vote or to direct
      the voting of shares; and (ii) investment power, which includes the power
      to dispose or direct the disposition of shares. Certain shares may be
      deemed to be beneficially owned by more than one person (if, for example,
      persons share the power to vote or the power to dispose of the shares). In
      addition, shares are deemed to be beneficially owned by a person if the
      person has the right to acquire the shares (for example, upon exercise of
      an option) within 60 days of the date as of which the information is
      provided. In computing the percentage ownership of any person, the amount
      of shares outstanding is deemed to include the amount of shares
      beneficially owned by such person (and only such person) by reason of
      these acquisition rights.
|3. | Based on 33,673,278 shares of our common stock issued and
      outstanding as of September 13, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Changes in Control

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

ITEM 13.
    CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE


None of the following parties has, in the last two fiscal
years, had any material interest, direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us:

| | 1. | any of our directors or officers;                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                
| | 2. | any person proposed as a nominee for election as a
      director;                                                                                                             
| |    |                                                                                                                                                                                
| | 3. | any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock; or
| |    |                                                                                                                                                                                
| | 4. | any member of the immediate family (including spouse,
      parents, children, siblings and in-laws) of any of the above
    persons.                                          

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

De Joya Griffith & Company, LLC served as our independent
registered public accounting firm and audited our financial statements for the
fiscal years ended May 31, 2011 and 2010. Aggregate fees for professional
services rendered to us by our auditor are set forth below:

|                   |   | Year Ended   |  |   | Year Ended   | 
|------------------ | - | ------------ |  | - | ------------ | 
|                   |   | May 31, 2011 |  |   | May 31, 2010 | 
|Audit Fees         | $ | 35,750       |  | $ | 32,000       | 
|Audit-Related Fees |   | Nil          |  |   | Nil          | 
|Tax Fees           |   | Nil          |  |   | Nil          | 
|All Other Fees     |   | Nil          |  |   | Nil          | 
|Total              | $ | 35,750       |  | $ | 32,000       | 

Audit Fees

Audit fees are the aggregate fees billed for professional
services rendered by our independent auditors for the audit of our annual
financial statements, the review of the financial statements included in each of
our quarterly reports and services provided in connection with statutory and
regulatory filings or engagements.

55

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Audit Related Fees

Audit related fees are the aggregate fees billed by our
independent auditors for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements
and are not described in the preceding category.

Tax Fees

Tax fees are billed by our independent auditors for tax
compliance, tax advice and tax planning.

All Other Fees

All other fees include fees billed by our independent auditors
for products or services other than as described in the immediately preceding
three categories.

Policy on Pre-Approval of Services Performed by Independent
Auditors

It is our Board of Directors policy to pre-approve all audit
and permissible non-audit services performed by the independent auditors. We
approved all services that our independent accountants provided to us in the
past two fiscal years.

|ITEM 15. | EXHIBITS
|-------- | --------

The following exhibits are filed with this Annual Report on
Form 10-K:

|Exhibit |                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                               
|3.1     | Articles of Incorporation(1)                                                                                                                                         
|3.2     | Certificate of Change (11)                                                                                                                                           
|3.3     | Bylaws(1)                                                                                                                                                            
|3.4     | Amended Bylaws (2)                                                                                                                                                   
|3.5     | Articles of Merger
        and Plan of Merger of Geneva Resources Inc. filed with the Nevada Secretary
        of State of February 10, 2011(10)                     
|10.1    | 2007 Stock Incentive Plan of
        Geneva Resources, Inc. (9)                                                                                                      
|10.2    | Letter Agreement
        with Atlantic Ltd. (1)                                                                                                                      
|10.3    | Mineral Property Option Agreement
        between War Eagle Mining Company Inc. and Revelstoke Industries Inc. dated
        October 20, 2006 (3)                    
|10.4    | San Juan Property
        Option Agreement between Petaquilla Minerals Ltd. and Revelstoke Industries
        Inc. dated November 16, 2006 (4)                       
|10.5    | Letter of Intent between Geneva
        Gold Corporation and St. Elias Mines Ltd. dated January 22, 2007 (5)                                                         
|10.6    | Vilcoro Property
        Option Agreement between ST. Elias Mines Ltd. and Geneva Gold Corporation
        dated January 22, 2007 (6)                                
|10.7    | Property Financing and Operating
        Agreement between Allied Minerals and Geneva Resources Inc. dated April
        24, 2007 (7)                                
|10.8    | Executive Services
        Agreement between Geneva Resources Inc. and Stacey Kivel dated May 24,
        2007 (8)                                                   
|10.9    | Mutual Release between Geneva
        Resources Inc. and St. Elias Mines Ltd. (12)                                                                                   
|10.10   | Share Purchase
        Agreement dated March 14, 2011(13)                                                                                                            
|10.11   | Amending Agreement dated April
        20, 2011(14)                                                                                                                  
|10.12   | Amending Agreement
        dated May 18, 2011(15)                                                                                                                    
|10.13   | Amending Agreement dated June
        15, 2011(16)                                                                                                                   
|10.14   | Further Amending
        Agreement dated July 22, 2011 (17)                                                                                                          
|10.15   | Agreement in Principle dated
        August 10, 2011(18)                                                                                                             
|31.1    | Certification
        of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of
        the Securities Exchange Act.                                     
|31.2    | Certification
        of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
        of the Securities Exchange Act                                  
|32.1    | Certification
        of Chief Executive Officer and Chief Financial officer Under Section 1350
        as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.

56

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|(1)  | Filed as an Exhibit to the Companys Registration
      Statement on Form SB-1 filed with the SEC on February 17, 2005 and
      incorporated herein by this reference.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Filed as an Exhibit to the Companys Quarterly Report on
      Form 10-QSB filed with the SEC on January 23, 2006 and incorporated herein
      by this reference.     
|(3)  | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on October 24, 2006 and incorporated herein by
      this reference.          
|(4)  | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on November 24, 2006 and incorporated herein
      by this reference.         
|(5)  | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on January 26, 2007 and incorporated herein by
      this reference.          
|(6)  | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on February 28, 2007 and incorporated herein
      by this reference.         
|(7)  | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on May 11, 2007 and incorporated herein by
      this reference.              
|(8)  | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on June 18, 2007 and incorporated herein by
      this reference.             
|(9)  | Filed as an Exhibit to the Companys Annual Report on
      Form 10-K filed with the SEC on September 15, 2009 and incorporated herein
      by this reference.        
|(10) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on March 15, 2011 an incorporated herein by
      this reference.             
|(11) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on June 18, 2010 and incorporated herein by
      this reference              
|(12) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on May 19, 2010 and incorporated herein by
      this reference               
|(13) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on April 7, 2011 an incorporated herein by
      this reference.              
|(14) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on April 29, 2011 an incorporated herein by
      this reference.             
|(15) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on May 25, 2011 an incorporated herein by this
      reference.               
|(16) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on June 21, 2011 an incorporated herein by
      this reference.              
|(17) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on July 27, 2011 an incorporated herein by
      this reference.              
|(18) | Filed as an Exhibit to the Companys Current Report on
      Form 8-K filed with the SEC on August 17, 2011 an incorporated herein by
      this reference.            

57

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SIGNATURES

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

| | SONO RESOURCES INC.
| | -------------------
| |                    
| | By:                
| |                    
| |                    
| |                    
| |                    
| | By:                
| |                    
| |                    
| |                    

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature              | Title                                                         | Date            
|---------------------- | ------------------------------------------------------------- | ----------------
|                       |                                                               |                 
|                       |                                                               |                 
|/s/  Peter Wilson      | President, Chief Executive Officer and a
      director       | November 4, 2011
|Peter Wilson           |                                                               |                 
|                       |                                                               |                 
|                       |                                                               |                 
|/s/  William D. Thomas | Chief Financial Officer, Secretary, Treasurer, and a director | November 4, 2011
|William D. Thomas      |                                                               |                 
|                       |                                                               |                 
|                       |                                                               |                 
|/s/ Paul Lindsay       | Director                                                      | November 4, 2011
|Paul Lindsay           |                                                               |                 

---