UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549Form 10-KSB/A
 Amendment
#2(Mark one)x  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the fiscal year ended December 31, 2007o  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the transition period from ___________ to
_____________Commission File Number: 000-52482


Georgia
      International Mining Corporation(Exact name of
      registrant as specified in its
charter)  Nevada
                  20-2308107(State
      or other jurisdiction
                  (I.R.S.
      Employerof
      incorporation or organization)
                  Identification
      Number)
  2601
E. Turquoise Drive, Phoenix, AZ  85028  Telephone:
602-206-3582
 (Address and telephone
number of registrant's principal executive offices)


Nevada Corporate
Headquarters, Inc. 101
Convention Center Dr., Suite 700, Las Vegas, Nevada 89109 Telephone: (800)
508-1729(Name, address and telephone number for Agent for
Service)




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


Common
Shares(Title of class)
  Check whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter period that the Registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90
days.     YES o   NO x
  Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).     YES x   NO o
 Check if disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.   x
  The Company's revenues for
the most recent fiscal year were $Nil.The aggregate market value of the
voting stock held by non-affiliates of the Company on October 7 , 2008 was
$1,795,915.As of October 7 , 2008 the Company had 8,265,300 issued
and outstanding shares of common stock.
  GEORGIA
INTERNATIONAL MINING CORP.





Table of Contents


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





Table of Contents
 GEORGIA
INTERNATIONAL MINING CORP.


Part I Item 1.   Description of
Business Business
DevelopmentGeorgia International Mining Corporation (“GIMC”) was
incorporated on January 19, 2005 in the State of Nevada. Upon formation,
8,200,000 shares were issued to twenty-two investors, including our officers and
director for $8,200 or $0.001 per share. Our president and director, Mark Hague
purchased 4,000,000 shares.  There are no bankruptcy, receivership, or
similar proceedings against the parent or operating subsidiary.On July
30, 2005, Georgia International Mining Corporation signed an option agreement
with Gemco Minerals, Inc., a Florida Corporation (Gemco) to purchase three
mineral claims numbers; 506335, 506336 and 506337 located in the Cariboo
District, British Columbia. The claims are part of the Burns Group Mineral Claim
that encompass 3,900 hectare or 12,000 acres. The area size of the three claims
is defined on the geological maps registered in the British Columbia Mining
Office. The option price is $285,000 of which, $35,000 was paid upon signing the
agreement and the remainder balance of $250,000 is payable on two installments
(i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008. The
agreement stipulates that Georgia International Mining Corporation must conduct
mineral exploration as soon its securities become listed on a public market, and
will have one year from that date to complete its exploration program on the
three mineral claims otherwise, Gemco will have the right to cancel this
agreement and Georgia International Mining Corporation will not be entitled to
recover its $35,000 investment.On June 30, 2007, the option to purchase
the three mineral claims expired as the Company was unable to pay the
installment of $125,000, due June 30, 2007 and complete its required exploration
program on the claims. Pursuant to the option agreement, the Company will not be
entitled to recover its initial $35,000 investment in said claims, and the
amount has been written off in the financial statements.On December 13,
2006, Georgia International Mining Corporation incorporated a British Columbia
subsidiary named EG Gold Mines, Inc.  EG Gold Mines, Inc. purchased a
mining claim from the president of GIMC on January 8, 2007. The purchase price
is the same value the President paid for the property in the amount of $7.038.00
($8,000 CDN plus $10 CDN registration fee). The property claim number is 529404,
in the Caribou Mountains, 40 miles south of Wells.  The president, Mark
Hague, accepted a promissory note in the amount of $7.038.To our
knowledge no one has been on our mineral claim. The claim is remote and is best
accessed by helicopter from the town of Wells, British Columbia. There is no
electrical power that can be utilized on the property other than electrical
power that can be provided by gas or diesel generators that we would bring on
site. We have not commenced any work on the property.On April 18, 2007,
the company raised $6,530.00 and issue 65,300 free-trading common shares
pursuant to the SB-2 Registration Statement that was declared effective February
14, 2007.Mark Hague is a director and officer and has no previous
experience in mineral exploration or operating a mining company. Mr. Hague owns
48.39% of our outstanding common stock. Since Mr. Hague owns a majority of our
outstanding shares and he is a director and officer of our company he has the
ability to elect directors and control the future course of our company.
Investors may find the corporate decisions influenced by Mr. Hague are
inconsistent with the interests of other stockholders.SEC Rule 405 under
the Securities Exchange Act defines a "shell company" as a registrant with no or
nominal operations and no or nominal assets or just assets consisting entirely
of cash.  A shell company is required to identify itself as such on the
cover page of its periodic SEC reports.  In the event of certain corporate
reorganizations effecting a change in control of the SEC reporting company with
an otherwise privately held


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 GEORGIA
INTERNATIONAL MINING CORP.


company, a shell
company is required to make extensive additional disclosures regarding the shell
company and the privately held company whose objective may be to become an SEC
reporting, public company.  We have identified ourselves as a shell company
because of our limited operations and assets to date.  It is not our plan
or intention to seek out or entertain proposals for reorganization of our
company with any other company which would result in a change in control or
change in our business objective of being a successful mining
company.   The point at which a potential shell company's operations
and assets would no longer be considered nominal is not defined in the Rule and
has not been clarified by any SEC pronouncements or judicial
interpretations.  We intend to re-evaluate our operations and assets as
well as any additional legal clarification prior to the filing of every report
to determine if it is appropriate to change our self determined
status.We need to raise funds to carry-on with our  objective to
conduct exploration activities on our mineral claim to assess whether the claim
possesses any commercially viable gold deposits. Access to the claim is
restricted to the period of June 1 to October 15 of each year due to snow in the
area. This means that our exploration activities are limited to a period of
about four and a half months per year. If we raise sufficient funds we will
explore our claim between June 1, 2008and October 15, 2008.If our
exploration activities indicate that there are no commercially viable gold
deposits on our claim we will abandon the claim and stake a new claim to explore
in British Columbia. We are able to stake claims online via the Internet with
the Mineral Titles Online service operated by the government of British
Columbia. We will continue to stake an explore claims in British Columbia as
long as we can afford to do so.We are a new and under-funded company
with no history of operations or revenue generation. Our management team has no
mining background. Our competitors are in the business for many years and are
well funded. Our success will depend on the successful implementation of our
business strategies as outlined in this document. Business
of IssuerWe are in the mining business and the purpose of the company
is to explore minerals for commercial use. The main focus is on the precious
metal such as gold, diamond and silver. The secondary focus will be on the prime
industrial metals such as copper and zinc. The mineralization focus is based on
the market breadth and width for each type of mineral. The precious metals are
used to hedge against economic fluctuations and for personal use, such as
jewelry, and therefore its market is much greater than the industrial metals
which, depends on economic conditions related to the manufacturing
sector.We will be engaged in the exploration of potential commercial
mineral deposits. The current claims are without any known
reserves.Investors should be aware that we are an exploration stage
company and the property is without known reserves and the proposed program is
exploratory in nature. There is no assurance that a commercially viable mineral
deposit will exist on the claims mentioned below. Corporate
HistoryGeorgia International Mining Corporation was incorporated on
January 19, 2005 in the State of Nevada. Upon formation, 8,200,000 shares were
issued to twenty-two investors, including our officers and director for $8,200
or $0.001 per share. Our president and director, Mark Hague purchased 4,000,000
shares.  There are no bankruptcy, receivership, or similar proceedings
against the parent or operating subsidiary.On July 30, 2005, Georgia
International Mining Corporation signed an option agreement with Gemco Minerals,
Inc., a Florida Corporation (Gemco) to purchase three mineral claims numbers;
506335, 506336 and 506337 located in the Cariboo District, British Columbia. The
claims are part of the Burns Group Mineral Claim that encompass 3,900 hectare or
12,000 acres. The area size of the three claims is defined on the geological
maps registered in the British Columbia Mining Office. The option price is
$285,000 of which, $35,000 was paid upon signing the agreement and the remainder
balance of $250,000 is payable on two installments (i) $125,000 due on June 30,
2007 and (ii) $125,000 due on June 2008. The agreement stipulates that Georgia
International Mining Corporation must
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2
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 GEORGIA
INTERNATIONAL MINING CORP.
  conduct mineral
exploration as soon its securities become listed on a public market, and will
have one year from that date to complete its exploration program on the three
mineral claims otherwise, Gemco will have the right to cancel this agreement and
Georgia International Mining Corporation will not be entitled to recover its
$35,000 investment. The option agreement does not include any current or future
royalty payments or any other types of payments that will have to be accrued
other then the two installments mentioned above once Georgia International
Mining Corporation starts its mining operations. The region where the claims are
situated enjoys a moderate weather that allows mining companies to conduct tests
or drilling programs during the fall and early spring season. Once Georgia
International Mining Corporation has incurred the exploration expenditures, and
made the payments set out in Section 3 of the Option Agreement to Gemco will own
an undivided 100% of Gemco’s right, title, and interest in and to the
Claims.On December 13, 2006, Georgia International Mining Corporation
incorporated a British Columbia subsidiary named EG Gold Mines, Inc.  EG
Gold Mines, Inc. purchased a mining claim from the president of GIMC on January
8, 2007. The purchase price is the same value the President paid for the
property in the amount of $7.038.00 ($8,000 CDN plus $10 CDN registration fee).
The property claim number is 529404, in the Caribou Mountains, 40 miles south of
Wells.  The president, Mark Hague, accepted a promissory note in the amount
of $7.038.From December 13 to December 18, 2006, GIMC conducted a
shareholder vote via telephone to vote on a name change from Georgia
International Mining Corporation to Empire Gold Mines, Inc.  The company
received 100% of the votes in favour of the name change.  The company has
not yet filed the forms with the Nevada Secretary of State to amended articles
of the company. In February 2007, our director Noelle Anderson
resigned and our president, Mark Hague is sole director and officer of our
company.On April 18, 2007, the company raised $6,530.00 and issue 65,300
free-trading common shares pursuant to the SB-2 Registration Statement that was
declared effective February 14, 2007.On June 30, 2007, the option to
purchase the three mineral claims expired as the Company was unable to pay the
installment of $125,000, due June 30, 2007 and complete its required exploration
program on the claims. Pursuant to the option agreement, the Company will not be
entitled to recover its initial $35,000 investment in said claims, and the
amount has been written off in the financial statements.There are no
bankruptcy, or receivership, or similar proceedings against the parent or
operating subsidiary. Future
Development ProjectsThe Company is designated a Shell Company and is
seeking additional funding to carryout the company’s operations
plan. Our objective is to raise funds to conduct exploration
activities on our mineral claim to assess whether the claim possesses any
commercially viable gold deposits. Access to the claim is restricted to the
period of June 1 to October 15 of each year due to snow in the area. This means
that our exploration activities are limited to a period of about four and a half
months per year. We will explore our claim between June 1, 2008 and October 15,
2008.If our exploration activities indicate that there are no
commercially viable gold deposits on our claim we will abandon the claim and
stake a new claim to explore in British Columbia. We are able to stake claims
online via the Internet with the Mineral Titles Online service operated by the
government of British Columbia. We will continue to stake an explore claims in
British Columbia as long as we can afford to do so.We are a new and
under funded company with no history of operations or revenue generation and we
are designated as a shell company. Our management team has no mining background.
Our competitors are in the business
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 GEORGIA
INTERNATIONAL MINING CORP.
  for many years and are
well funded. Our success will depend on the successful implementation of our
business strategies as outlined in this document. Marketing
and Sales StrategyThe company will need to raise funds to commence
the drilling program. Once we are able to drill and we receive positive results
and they are confirmed and the existing shareholders approve the new stock
issuance, we will contact the commodity traders to secure sales contracts. The
traders usually sign an agreement (namely: Supply Agreement) to purchase one or
two years worth of supplies. This means GIMC will have one or two years of
revenue generated from its mining activities to support its on going operations
while seeking additional contracts or conducting more drilling programs to
increase the volume of its mineral reserves.GIMC intends to be a member
of a mining association (such as British Columbia Mining Association) to create
market awareness. We are in the process of developing our website to communicate
our business initiatives and results to all of our stakeholders (Shareholders,
employees, customers and suppliers). Relevant
RegulationsOur proposed exploration, mining and mineral processing
operations are subject to the laws and regulations of federal, provincial, state
and local governments in the jurisdictions in which we operates. These laws and
regulations are extensive and govern prospecting, development, production,
exports, taxes, labour standards, occupational health and safety, waste
disposal, toxic substances, environmental protection, mine safety and other
matters. Compliance with such laws and regulations increases the costs of
planning, designing, drilling, developing, constructing, operating, closing,
reclaiming and rehabilitating mines and other facilities. Amendments to current
laws and regulations governing operations and activities of mining companies or
more stringent implementation or interpretation thereof could have a material
adverse impact on the Company, cause a reduction in levels of exploration and
delay or prevent the exploration of new mining properties.Failure to
comply with applicable laws, regulations and permitting requirements may result
in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment or remedial actions. Parties engaged in exploration and mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may have civil or criminal fines or
penalties imposed for violation of applicable laws or regulations.GIMC
has registered is an  Extraprovincial Company in the province of British
Columbia during August 2005 in order to conduct mining activities in
Canada.  “Extraprovincial Company” is a legal term and refers to non
Canadian companies who register in any province in Canada to become a resident
of Canada and to conduct business in all the provinces of Canada as oppose to
“Provincial Company” where a company is registered in only one province and
conducting business in only that province. The registration will allow us to
apply for permits to conduct mining activities and to hire the required
personnel. We are not aware of any existing or probable government regulation or
costs that would affect our business. We are required to obtain a permit in
order to operate a mine in British Columbia, Canada. We will apply to the
Ministry of Energy, Mines and Petroleum Resources to obtain a Mineral
Exploration Permit under the mine code of British Columbia, Canada. The process
will take three weeks to complete from the date of the application and will cost
$500. Our research indicated that the mineral claims under the option agreement
with Gemco Minerals Inc. are not under any investigations under the
environmental laws. Gemco has already obtained its permits to operate in the
area and we expect to obtain our permits as well since we, or any of our
directors and executives has no history of any legal or environmental
violations. Under the British Columbia Mineral Tenure Act, title to
British Columbia mineral claims can only be held by individuals or British
Columbia corporations.  In order to commence operations in British
Columbia, GIMC has registered as an Extraprovincial company in British Columbia,
Canada and has applied, through its new subsidiary EG Gold Mines, Inc., for
mining activities permit in accordance with mining code of British
Columbia.
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 GEORGIA
INTERNATIONAL MINING CORP.
  Products
and Services OfferedWe are engaged in the acquisition and exploration
of mineral properties in the Province of British Columbia. Our primary focus is
to raise funds to explore our property.We are an exploration stage
company and all of our properties are presently in the exploration stage. We
have been designated as a “shell” company. We do not have any commercially
viable reserves on any of our properties. There is no assurance that a
commercially viable mineral deposit exists on any of our mineral properties.
Further exploration will be required before a final evaluation as to the
economic and legal feasibility of mining of any of our properties is determined.
There is no assurance that further exploration will result in a final evaluation
that a commercially viable mineral deposit exists on any of our mineral
properties. EmployeesWe
have one employee as of the date of this annual report our director and
president, Mark Hague. CompetitionWhile
the  mineral  property  exploration  business  is 
competitive,  we do not anticipate  having any 
difficulties  retaining  qualified  personnel to conduct
exploration on the Burns Lake and Cariboo Mountain areas.Despite
competition amongst gold producers, there is a strong market for any gold that
is removed from the Burns Lake and Cariboo Mountain claims.  While it is
unlikely that we will discover a mineral deposit on the property, if we do, the
value of the property will be influenced by the market price for gold. 
This price,  to some  degree,  is  influenced  by
the  amount  of  gold  sold by  advanced  gold
production companies.There are a large number of mineral exploration
companies such as us that look to acquire interests in properties and conduct
exploration on them.  Given the large  number  of 
unexplored  or under  explored  mineral  properties 
that are currently available for  acquisition,  we do not expect 
competition  to have a material impact on our business
operations.In the mineral exploration sector, our competitive position
is insignificant.There are numerous mineral exploration companies with
substantially more capital and resources that are able to secure ownership of
mineral properties with a greater potential to host economic
mineralization.  We are not able to complete with such companies. 
Instead, we will attempt to acquire properties without proven mineral deposits
that may have the potential to contain mineral deposits. SubsidiariesWe
have one subsidiary EG Gold Mines, Inc. a province of British Columbia
based-subsidiary. SeasonalityAccess
to the claim is restricted to the period of June 1 to October 15 of each year
due to snow in the area. This means that our exploration activities are limited
to a period of about four and a half months per year. If we raise sufficient
funds we will explore our claim between June 1, 2008 and October 15,
2008. Item 2.   Description of
Property Georgia International
Mining Corporation mailing address is 299 – 1917 West 4th
Avenue, Vancouver, BC. V6J 1M7 (604) 813-8529.  The office is located in
the president’s residence in Langley, British Columbia, Canada.On
December 13, 2006, the company purchased from the President the mining claim
property located in the Caribou Mountains, 40 miles south of Wells. The 1,500
acre property claim number is 529404. To our knowledge no one has been on our
mineral claim. The claim is remote and is best accessed by helicopter from the
town of Wells, British Columbia. There is no electrical power that can be
utilized on the property other than
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 GEORGIA
INTERNATIONAL MINING CORP.
  electrical power that can
be provided by gas or diesel generators that we would bring on site. We have not
commenced any work on the property. TENURE
529404 Item 3.   Legal Proceedings We are not aware of any
legal proceedings or pending legal proceedings against us. We may however be
involved, from time to time, in various legal proceedings and claims incident to
the normal conduct of our business. Item 4.  Submission of Matters to a Vote of
Security Holders None to
report. Part II Item 5. Market for Common Equity and Related Stockholder
Matters Our securities are quoted
on the Over-the-Counter Bulletin Board under symbol “GIMC”. There is no
assurance that a trading market will be sustained. A purchaser of common shares
may, therefore, find it difficult to resell the securities offered herein should
he or she desire to do so for public resale. Furthermore, the common shares are
not marginal and it is unlikely that a lending institution would accept our
common stock as collateral for a loan. Pursuant to this registration statement,
we proposed to publicly offer a maximum of 10,000,000 common shares of which
only 65,300 shares were sold. To date, none of our outstanding shares of common
stock are subject to outstanding options, warrants to purchase or securities
convertible into common stock. We currently have 41
shareholders. Market
InformationOur common stock is quoted on the U.S Over-the-counter
Bulletin Board under symbol “GIMC”.As of March 30, 2008, there have been
no trades.
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 GEORGIA
INTERNATIONAL MINING CORP.
  HoldersAs
of March 30, 2008, there were 41 holders of record of Georgia International
Mining Corporation holding 8,265,300 shares. DividendsGeorgia
International Mining Corporation has not declared, and does not foresee
declaring, any dividends now or in the foreseeable future. Item 6.  Management’s Discussion and Analysis or
Plan of Operation The following analysis of
the results of operations and financial condition of the company for the period
ending December 31, 2007 should be read in conjunction with the company’s
financial statements, including the notes thereto contained elsewhere in this
form 10-KSB. Our financial statements are stated in United States Dollars and
are prepared in accordance with United States Generally Accepted Accounting
Principles.SEC Rule 405 under the Securities Exchange Act defines a
"shell company" as a registrant with no or nominal operations and no or nominal
assets or just assets consisting entirely of cash.  A shell company is
required to identify itself as such on the cover page of its periodic SEC
reports.  In the event of certain corporate reorganizations effecting a
change in control of the SEC reporting company with an otherwise privately
held company, a shell company is required to make extensive additional
disclosures regarding the shell company and the privately held company whose
objective may be to become an SEC reporting, public company.  We have
identified ourselves as a shell company because of our limited operations and
assets to date.  It is not our plan or intention to seek out or entertain
proposals for reorganization of our company with any other company which would
result in a change in control or change in our business objective of being a
successful mining company.   The point at which a potential shell
company's operations and assets would no longer be considered nominal is not
defined in the Rule and has not been clarified by any SEC pronouncements or
judicial interpretations.  We intend to re-evaluate our operations and
assets as well as any additional legal clarification prior to the filing of
every report to determine if it is appropriate to change our self determined
status. Discussion
of Operations & Financial ConditionDuring the twelve months ended
December 31, 2007 the Company recorded a net loss of $67,455  as compared
to a loss of $19,754  for the twelve months ended December 31, 2006. This
is a decrease in the loss of approximately $47,701 . The loss is represents
$0.005 per common share on a cumulative basis since inception. The Company has
not yet generated any revenues from its Mineral Exploration Program. Our ability
to emerge from the exploration stage and conduct mining operations is dependent,
in large part, upon our raising additional equity financing.Selected
annual information




Dec
      31, 2007
            
            
            Dec
      31, 2006Revenues
            
            Nil
            
            
            NilNet Loss
            
            $
            67,455
            
            
            $
            19,754Loss per share-basic
      and diluted (cumulative)
            
            $
            0.008
            
            
            $
            0.005Total
    Assets
            
            $
            19,634
            
            
            $
            36,615Total
      Liabilities
            
            $
            116,224
            
            
            $
            72,282Cash dividends
      declared per share
            
            Nil
            
            
            Nil


As of
December 31, 2007, Georgia had total liabilities of $116,224consisting of $1,799
in accounts payable and accrued liabilities and $114,425 due to shareholders.
Liabilities increased approximately $43,944 from 2006 due to an increase in
shareholder’s loans of $48,426 less a reduction in accounts payables
$4,492.Georgia's current assets at December 31, 2007, consisted of
$3,580in cash which increased from $1,615as of December 31, 2006.  Total
assets as of December 31, 2007 were $19,634with Mineral claims recorded at
$7,038.


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INTERNATIONAL MINING CORP.




RevenuesNo
revenue was generated by the Company's operations during the years ended
December 31, 2007 and December 31, 2006. Net
LossThe Company's expenses are reflected in the Statements of
Operations under the category of Expenses. To meet the criteria of United States
generally accepted accounting principles ("GAAP"), all exploration and general
and administrative costs related to projects are charged to operations in the
year incurred.The significant components of expense that have
contributed to the loss of $67,455consist of accounting and audit, legal and
transfer agent fees, in the amounts of $4,293, $3,298 and $19,720
respectively. Plan
of Operations Our plan of operations for
the next twelve months is to raise the $1,000,000 capital as per our SB2 filing
and principally use the offering proceeds to finance the drilling program and to
provide working capital necessary to complete the exploration and drilling phase
for our mineral properties.We have signed an option agreement with Gemco
Minerals Inc. (formerly Firstline Environmental Solutions Inc.) to purchase
three claims, numbers; 506335, 506336 and 506337, located in the Cariboo
District, British Columbia.  The claims are part of the Burns Group Mineral
Claim that, encompass 5,134 hectares (12,685 acres). The option price is
$285,000 of which, $35,000 was paid upon signing the agreement and the remaining
balance of $250,000 is payable on two installments (i) $125,000 due on June 30,
2007 and (ii) $125,000 due on June 2008. The first installment is due to Gemco
within the next three months and GIMC does not currently have the funds in place
to fulfill the installment payment of $125,000 at this time.  GIMC may have
to seek equity or debt financing to pay the next payment or GIMC may lose the
project.  The agreement further stipulates that Georgia must commence
mineral exploration on the properties as soon its securities are listed on a
public market, and will have one year from that date to complete its exploration
program on the three mineral claims. Gemco may cancel this agreement and Georgia
will not be entitled to recover its $35,000 investment as  Georgia did not
complete the exploration by June 30, 2007.On December 8, 2006 the GIMC
received confirmation for the name reservation of Empire Gold Mines, Inc. 
From December 13 to December 18, 2006, GIMC conducted a shareholder vote via
telephone to vote on a name change from Georgia International Mining Corporation
to Empire Gold Mines, Inc.  The company received 100% of the votes in
favour of the name change.  On January 22, 2007, the company prepared and
filed its amended Articles with the State of Nevada changing the company name to
Empire Gold Mines, Inc.  We expect to receive stamped file copies in due
course.On December 13, 2006, Georgia International Mining Corporation
incorporated a British Columbia subsidiary named EG Gold Mines, Inc.  EG
Gold Mines, Inc. also purchased a mining claim from the president of GIMC on
January 8, 2007. The purchase price is the same value the President paid for the
property in the amount of $7.038.00 ($8,000 CDN plus $10 CDN registration fee).
The property claim number is 529404, in the Cariboo Mountains, 40 miles south of
Wells and in close proximity to the above noted three claims on the Burns Group
Mineral Claim. Once we raise sufficient funds our objective is to
conduct exploration activities on our mineral claim to assess whether the claim
possesses any commercially viable gold deposits.   Access to the claim
is restricted to the period of June 1 to October 15 of each year due to snow in
the area. This means that our exploration activities are limited to a period of
about four and a half months per year. We will explore our claim between June 1,
2008 and October 15, 2008.


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 GEORGIA
INTERNATIONAL MINING CORP.




Liquidity
and Capital ResourcesCash and Working CapitalWe had cash of
$3,580as of December 31, 2007, compared to cash of $1,615as of December 31,
2006. We had a working capital deficiency of $103,628as of December 31, 2007,
compared to a working capital deficiency of $70,337as of December 31,
2006.The Company’s assets are recorded at the lower of cost or market
value. The total assets at December 31, 2007 were $19,634. The majority of our
assets are long-term in nature and thus considered to be of lower liquidity. The
Company’s cash inflow has been generated mainly from shareholder loans,
short-term loans and issuance of common stock with minimal revenues and
government incentive programs since inception.Management continually
reviews its overall capital and funding needs to ensure that the capital base
can support the estimated needs of the business. These reviews take into account
current business needs as well as the Company’s future capital requirements.
Based upon these reviews, to take advantage of strong market conditions and to
fully implement our expansion strategy, management believes that the Company
will continue to increase our net capital through the proceeds from sales of our
securities. The Company currently maintains minimal cash balances and is funded
by management and shareholder loans to satisfy monthly cash requirements in the
interim of raising external funding. Cash
Used in Operating ActivitiesCash used in operating activities
increased $22,154to $45,953for 2007, compared to $23,799for 2006. We funded the
cash used in operating activities primarily through shareholders loans and
equity issues of our common shares. Investing
ActivitiesWe did not undertake any investing activities during
2007compared to cash of $35,000 used in investing activities during 2006.
Investing activities during 2005 was primarily comprised of acquisition of
mineral claims. We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. We do
not have any arrangements in place for further sales of our equity
securities. Going
ConcernOur financial statements have been prepared on a going concern
basis, which assumes the realization of assets and settlement of liabilities in
the normal course of business. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future and/
or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they become due. The
outcome of these matters cannot be predicted with any certainty at this time and
raise substantial doubt that we will be able to continue as a going concern. Our
financial statements do not include any adjustments to the amount and
classification of assets and liabilities that may be necessary should we be
unable to continue as a going concern.




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 GEORGIA
INTERNATIONAL MINING CORP.




Item 7.  Financial
Statements




GEORGIA
INTERNATIONAL MINING CORPORATIONCONSOLIDATEDFINANCIAL
STATEMENTSFor the Year ended December 31, 2007





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 GEORGIA
INTERNATIONAL MINING CORP.




MOORE &
ASSOCIATES, CHARTERED ACCOUNTANTS
AND
ADVISORS                       
PCAOB REGISTERED


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To
the Board of DirectorsGeorgia International Mining Corporation(An
Exploration Stage Company)We have audited the accompanying consolidated
balance sheets of Georgia International Mining Corporation (An Exploration Stage
Company) as of December 31, 2007 and December 31, 2006, and the related
consolidated statements of operations, stockholders’ equity and cash flows for
the years ended December 31, 2007 and December 31, 2006 and the period from
inception January 19, 2005 through December 31, 2007. These financial statements
are the responsibility of the Company’s management.  Our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Georgia International Mining
Corporation (An Exploration Stage Company) as of December 31, 2007 and December
31, 2006, and the related consolidated statements of operations, stockholders’
equity and cash flows for the years ended December 31, 2007 and December 31,
2006 and the period from inception January 19, 2005 through December 31, 2007,
in conformity with accounting principles generally accepted in the United States
of America.The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed
in Note 1 to the financial statements, the Company has not generated any
revenues since inception, which raises substantial doubt about its ability to
continue as a going concern.  Management’s plans concerning these matters
are also described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty. /s/
Moore & Associates, CharteredMoore & Associates
CharteredLas Vegas, NevadaMarch 28, 2008


2675
S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501




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 GEORGIA
INTERNATIONAL MINING CORP.







GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage
Company)INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS


Balance Sheets
            Page
            F-1Statements of Operations
            Page
            F-2Statements of Changes in Cash Flows
            Page
            F-3Statements of Stockholders Deficiency
            Page
            F -4Notes to the Financial Statement
            Page
            F-5 to 10





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 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA INTERNATIONAL
MINING CORPORATION(An Exploration Stage Company)ConsolidatedBalance
Sheets


December
      31,
                2007
                $
              
              
              December
      31,
                2006
                $AssetsCash
              
              $
              3,580
              
              
              $
              1,615Miscellaneous
      receivable
              
              
              250
              
              
              
              ----Prepaid
      expenses (note 3)
              
              
              8,766
              
              
              
              ----Current
      assets
              
              
              12,596
              
              
              
              1,615Mineral
      property
              
              
              7,038
              
              
              
              35,000Total
      Assets
              
              $
              19,634
              
              
              $
              36,615Liabilities
      and Stockholders’ DeficitLiabilitiesAccounts
      payable
              
              $
              1,799
              
              
              $
              6,281Due
      to related parties (Note 5)
              
              
              114,425
              
              
              
              65,999Current
      liabilities
              
              
              116,224
              
              
              
              72,280Stockholders’
      Equity ( Deficit )Capital
      stock $0.001 par value, 70,000,000,authorized8,265,300
      issued and outstanding  at December 31, 2007 ( 8,200,000 issued
      and outstanding at December 31 , 2006)
              
              
              14,730
              
              
              
              8,200Deficit
      Accumulated During the Exploration Stage
              
              
              (111,320
              )
              
              
              (43,865
              )( 96,590
              )
              
              
              (35,665
              )Total
      Liabilities and Stockholders’ Deficit
              
              $
              19,634
              
              
              $
              36,615
       The accompanying notes are
an integral part of these financial statements
  F-1
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 GEORGIA
INTERNATIONAL MINING CORP.


GEORGIA INTERNATIONAL
MINING CORPORATION(An Exploration Stage Company)Consolidated
Statements ofOperations




For
      the periodFor
      the period
              
              
              For
      the Year
              
              
              From
      inceptionEnded
              
              
              Ended
              
              
              January
      19, 2005December
      31,
              
              
              December
      31,
              
              
              to
      December 31,2007
              
              
              2006
              
              
              2007$
              
              
              $
              
              
              $Revenue
              
              
              –
              
              
              
              –
              
              
              
              –General
      and Administration Expenses
              
              
              32,455
              
              
              
              19,754
              
              
              
              76,320Operating
      ( Loss )
              
              
              (32,455
              )
              
              
              (19,754
              )
              
              
              (76,320
              )Writedown
      of mineral property
              
              
              35,000
              
              
              
              ---
              
              
              
              -35,000Provision
      for Income Taxes
              
              
              ----
              
              
              
              -----
              
              
              
              -----Net
      ( Loss)
              
              
              ( 67,455
              )
              
              
              (
      19,754
              )
              
              
              (
      111,320
              )Net
      Loss Per Share
              
              $
              ( 
      0.08
              )
              
              $
              ( 
      0.02
              )
              
              $
              ( 
      0.13
              )Weighted
      Average Shares Outstanding
              
              
              8,205,820
              
              
              
              8,200,000
              
              
              
              8,205,820


The accompanying notes are
an integral part of these financial statementsF-2




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 GEORGIA
INTERNATIONAL MINING CORP.


GEORGIA INTERNATIONAL
MINING CORPORATION(An Exploration Stage Company)Statements ofCash
Flows
  For
      the periodFrom
      inceptionDecember
      31,
                2007
              
              
              December
      31,
                2006
              
              
              January
      19, 2005 to December 31,
                2007$
              
              
              $
              
              
              $Operating
      ActivitiesNet
      Loss
              
              
              (67,455
              )
              
              
              (19,754
              )
              
              
              (111,320
              )Change
      in Non-Cash Working Capital ItemsReceivables
              
              
              (250
              )
              
              
              -----
              
              
              
              (250
              )Prepaid
      Expenses
              
              
              (8,766
              )
              
              
              -----
              
              
              
              (8,766
              )Mineral
      Property Writedown
              
              
              35,000
              
              
              
              -----
              
              
              
              35,000Accounts
      Payable
              
              
              ( 4,482
              )
              
              
              ( 4,045
              )
              
              
              1,799Net
      Cash(used) Provided by Operating Activities
              
              
              (45,953
              )
              
              
              (23,799
              )
              
              
              (83,537
              )Investing
      ActivitiesMineral
      Properties
              
              
              (7,038
              )
              
              
              ------
              
              
              
              (42,038
              )Net
      Cash (Used) in Investing Activities
              
              
              (7,038
              )
              
              
              -----
              
              
              
              (42,038
              )Financing
      ActivitiesCommon
      Shares Issued
              
              
              6,530
              
              
              
              ----
              
              
              
              14,730Related
      Party Payables
              
              
              48,426
              
              
              
              23,850
              
              
              
              114,425Net
      Cash Provided by Financing Activities
              
              
              54,956
              
              
              
              23,850
              
              
              
              129,155Increase
      in Cash
              
              
              1,965
              
              
              
              51
              
              
              
              3,580Cash
      – Beginning of Period
              
              
              1,615
              
              
              
              1,564
              
              
              
              0Cash
      – End of Period
              
              $
              3,580
              
              
              $
              1,615
              
              
              $
              3,580Supplemental
      InformationTaxes
      Paid
              
              
              0
              
              
              
              0
              
              
              
              0Interest
      Paid
              
              
              0
              
              
              
              0
              
              
              
              0
   The
accompanying notes are an integral part of these financial
statements
  F-3
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INTERNATIONAL MINING CORP.





GEORGIA
      INTERNATIONAL MINING CORPORATION(An
      Exploration Stage Company)Consolidated
      Statements ofStockholders’
      DeficiencyFrom
      January 19, 2005 (date of inception) to December 31,
  2007(US
      Dollars)Common
      Stock
                
                
                
                
                
                Accumulated
      Deficit during ExplorationShares
                
                
                Amount
                
                
                Stage
                
                
                TotalBalance
      January 19, 2005
                
                $
                -----
                
                
                $
                -----
                
                
                $
                -----
                
                
                $
                -----Shares
      issued for cash at $0.001 on February 10, 2005
                
                
                8,200,000
                
                
                
                8,200
                
                
                
                -------
                
                
                
                8,200Net
      Loss – December 31, 2005
                
                
                -----
                
                
                
                -----
                
                
                
                (24,111
                )
                
                
                (24,112
                )Balance
      at December 31, 2005
                
                
                8,200,000
                
                
                
                8,200
                
                
                
                (24,111
                )
                
                
                (15,912
                )Net
      Loss – December 31, 2006
                
                
                ------
                
                
                
                -----
                
                
                
                (19,754
                )
                
                
                (19,754
                )Balance
      at December 31, 2006
                
                
                8,200,000
                
                
                
                8,200
                
                
                
                (43,865
                )
                
                
                (35,665
                )Share
      issued for cash April 18, 2007 at $0.010
                
                
                65,300
                
                
                
                6,530
                
                
                
                -----
                
                
                
                6,530Net
      Loss – December 31, 2007
                
                
                -----
                
                
                
                -----
                
                
                
                (67,455
                )
                
                
                (67,455
                )Balance
      at December 31, 2007
                
                
                8,265,300
                
                
                
                14,730
                
                
                
                (111,320
                )
                
                
                (96,590
                )
            The accompanying notes are
an integral part of these financial statements
  F-4


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INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes to Consolidated Financial StatementsFor the Year
December 31, 2007(Unaudited)






1.     Exploration
Stage CompanyGeorgia International Mining Corporation (“the
“Company”) was incorporated under the laws of the State of Nevada on January 19,
2005 with authorized common stock of 70,000,000 shares at $0.001 par
value.  Georgia was organized for the purpose of conducting mining
exploration, developing mining sites and producing minerals to the consumer
markets. The Company has not presently determined whether its properties contain
mineral reserves that are economically recoverable.These consolidated
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has not generated any revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations and to determine the existence, discovery and
successful exploitation of economically recoverable reserves in its resource
properties, confirmation of the Company’s interests in the underlying
properties, and the attainment of profitable operations. These consolidated
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
These factors raise substantial doubt regarding the Company’s ability to
continue as a going concern. 2.     Summary
of Significant Accounting
Policiesa)     Basis of Presentation and
ConsolidationThese consolidated financial statements and related notes
are presented in accordance with accounting principles generally accepted in the
United States, and are expressed in US dollars. These consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary,
E G Gold Mines Canada, Inc. (“E G Gold”), a company incorporated in the Province
of British Columbia, Canada, on December 13, 2006. All intercompany transactions
and balances have been eliminated. The Company’s fiscal year end is December
31.




F-5
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INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes
to Consolidated Financial StatementsFor the Year Ended December 31,
2007(Unaudited)






2.     Summary
of Significant Accounting Policies
(continued)b)     Use of
EstimatesThe preparation of these consolidated financial statements in
conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. The Company regularly
evaluates estimates and assumptions related to donated expenses, and deferred
income tax asset valuations. The Company bases its estimates and assumptions on
current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.c)     Cash and
Cash EquivalentsThe Company considers all highly liquid instruments with
maturity of three months or less at the time of issuance to be cash
equivalents.d)     Basic and Diluted Net Income
(Loss) Per ShareThe Company computes net income (loss) per share in
accordance with SFAS No. 128, "Earnings
per Share" (SFAS 128). SFAS 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period including stock options, using the treasury
stock method, and convertible preferred stock, using the if-converted method. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti-dilutive.e)     Financial
InstrumentsThe fair values of cash, investments, accounts payable,
accrued liabilities, amounts due to shareholders and amounts due to related
parties, approximate their carrying values due to the immediate or short-term
maturity of these financial instruments.  Foreign currency transactions are
primarily undertaken in Canadian dollars. The financial risk is the risk to the
Company’s operations that arise from fluctuations in foreign exchange rates and
the degree of volatility to these rates.  Currently, the Company does not
use derivative instruments to reduce its exposure to foreign currency
risk.




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 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes
to Consolidated Financial StatementsFor the Year Ended December 31,
2007(Unaudited)




2.     Summary
of Significant Accounting Principles
(continued)f)     Foreign Currency
Transactions/BalancesThe Company’s functional currency is the United
States dollar. The consolidated financial statements of the Company are
translated to United States dollars in accordance with SFAS No. 52 “Foreign
Currency Translation” (“SFAS No. 52). Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rate
prevailing at the balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are included
in the determination of income. Foreign currency transactions are primarily
undertaken in Canadian dollars. The Company has not, to the date of these
consolidated financials statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.The functional
currency of the wholly owned subsidiary is the Canadian dollar. The financial
statements of the subsidiary are translated to United States dollars in
accordance with SFAS No. 52 using period-end rates of exchange for assets and
liabilities, and average rates of exchange for the year for revenues and
expenses. Translation gains (losses) are recorded in accumulated other
comprehensive income (loss) as a component of stockholders’ equity. Foreign
currency transaction gains and losses are included in current
operations.g)     Mineral Property
CostsThe Company is primarily engaged in the acquisition, exploration
and development of mineral properties. Mineral property acquisition costs are
capitalized in accordance with EITF 04-2 when management has determined that
probable future benefits consisting of a contribution to future cash inflows
have been identified and adequate financial resources are available or are
expected to be available as required to meet the terms of property acquisition
and budgeted exploration and development expenditures.  Mineral property
acquisition costs are expensed as incurred if the criteria for capitalization
are not met.  In the event that mineral property acquisition costs are paid
with Company shares, those shares are valued at market at the time the shares
are due.Mineral property exploration costs are expensed as incurred.
When mineral properties are acquired under option agreements with future
acquisition payments to be made at the sole discretion of the Company, those
future payments, whether in cash or shares, are recorded only when the Company
has made or is obliged to make the payment or issue the shares.  Because
option payments do not meet the definition of tangible property under EITF 04-2,
all option payments are expensed as incurred.When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves and pre feasibility, the costs
incurred to develop such property are capitalized.  Estimated future
removal and site restoration costs, when determinable are provided over the life
of proven reserves on a units-of-production basis.  Costs, which include
production equipment removal and environmental remediation, are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry standards.  Any charge is included in exploration
expense or the provision for depletion and depreciation during the period and
the actual restoration expenditures are charged to the accumulated provision
amounts as incurred.


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 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes
to Consolidated Financial StatementsFor the Year Ended December 31,
2007(Unaudited)




2.     Summary
of Significant Accounting Principles
(continued)i)     Long-Lived
AssetsIn accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset
groups for recoverability when events or changes in circumstances indicate that
their carrying amount may not be recoverable. Circumstances which could trigger
a review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life.Recoverability is assessed
based on the carrying amount of the asset and its fair value which is generally
determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair
value.j)     Comprehensive LossSFAS No.
130, “Reporting
Comprehensive Income” establishes standards for the reporting and display
of comprehensive loss and its components in the financial statements. As at
February 28, 2007, the Company’s only component of comprehensive loss was
foreign currency translation
adjustments.k)     Income
TaxesPotential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has adopted SFAS
No. 109 “Accounting
for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.l)     Stock-based
CompensationPrior to January 1, 2006, the Company accounted for
stock-based awards under the recognition and measurement provisions of
Accounting Principles Board Opinion No. 25, “Accounting
for Stock Issued to Employees” using the intrinsic value method of
accounting, under which compensation expense was only recognized if the exercise
price of the Company’s employee stock options was less than the market price of
the underlying common stock on the date of grant. Effective January 1, 2006, the
Company adopted the fair value recognition provisions of SFAS No. 123R “Share
Based Payments”, using the modified retrospective transition method. The
Company has not issued any stock options or share based payments since its
inception. Accordingly, there was no effect on the Company’s reported loss from
operations, cash flows or loss per share as a result of adopting SFAS No
123R.


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INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes
to Consolidated Financial StatementsFor the Year Ended December 31,
2007(Unaudited)




2.     Summary
of Significant Accounting Principles
(continued)m)     Recent Accounting
PronouncementsIn February 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities – Including an
Amendment of FASB Statement No. 115”.  This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting
for Certain Investments in Debt and Equity Securities” applies to all
entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, “Fair
Value Measurements”. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and
132(R)”. This statement requires employers to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This statement also
requires an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited exceptions. The
provisions of SFAS No. 158 are effective for employers with publicly traded
equity securities as of the end of the fiscal year ending after December 15,
2006. The adoption of this statement is not expected to have a material effect
on the Company's future reported financial position or results of
operations.In September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”. The objective of SFAS No. 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.


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 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes
to Consolidated Financial StatementsFor the Year Ended December 31,
2007(Unaudited)




2.     Summary
of Significant Accounting Principles
(continued)m)     Recent Accounting
Pronouncements (continued)In June 2006, the Financial Accounting
Standards Board (FASB) issued FASB Integration No. 48, “Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes by
prescribing a two-step method of first evaluating whether a tax position has met
a more likely than not recognition threshold and second, measuring that tax
position to determine the amount of benefit to be recognized in the financial
statements. FIN 48 provides guidance on the presentation of such positions
within a classified statement of financial position as well as on
de-recognition, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of this standard is not expected to have a
material effect on the Company’s results of operations or financial
position.In March 2006, the FASB issued SFAS No. 156, "Accounting for
Servicing of Financial Assets, an amendment of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the amortization
and impairment requirements of Statement No. 140. The subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value
eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. The adoption of
this statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.The FASB has issued
SFAS No. 155 “Accounting
for Certain Hybrid Financial Instruments” and SFAS No. 156 “Accounting
for Servicing of Financial Assets”, but they will not have any
relationship to the operations of the Company. Therefore a description and its
impact for each on the Company’s operations and financial position have not been
disclosed.n)     ReclassificationsCertain
reclassifications have been made to the prior year’s consolidated financial
statements to conform to the current period’s presentation. 3.     Prepaid
ExpensesIn March 15, 2007 the Company prepaid $20,000 for
transfer agency fees for a period of one year.  As of December 31, 2007,
$16,234 has been allocated to transfer agent expenses. The Company also issued
$5,000 to TD Canada Trust as a deposit for the corporate visa during the period
ended June 30, 2007.


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 GEORGIA
INTERNATIONAL MINING CORP.




GEORGIA
INTERNATIONAL MINING CORPORATION(An Exploration Stage Company)Notes
to Consolidated Financial StatementsFor the Yesr Ended December 31,
2007(Unaudited)




4.    Mineral
Property InterestOn July 30, 2005 Georgia signed an option
agreement with Firstline Environmental Solutions Inc, A Florida Corporation
“FESI” to purchase three mineral claims numbers; 506335, 506336 and 506337
located in the Cariboo District, British Columbia. The claims are part of the
Burns Group Mineral Claim that, encompass 3,900 hectare or 12,000 acres. The
option price is $285,000 of which, $35,000 was paid upon signing the agreement
and the remaining balance of $250,000 is payable on two installments (i)
$125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008.The
agreement stipulates that Georgia must commence mineral exploration on the
properties as soon its securities are listed on a public market, and will have
one year from that date to complete its exploration program on the three mineral
claims. FESI may cancel this agreement and Georgia will not be entitled to
recover its $35,000 investment in the event that Georgia does not complete the
exploration by June 30, 2007.On June 30, 2007, the option to purchase
the three mineral claims expired as the Company was unable to pay the
installment of $125,000, due June 30, 2007 and complete its required exploration
program on the claims. Pursuant to the option agreement, the Company will not be
entitled to recover its initial $35,000 investment in said claims, and the
amount has been written off in the financial statements.On January 8,
2007 the Company’s wholly owned subsidiary, E G Gold Mines Inc. entered into an
agreement with the President to acquire 100% of his rights to mineral claim
#204547 which is located approximately 40 miles south of Wells, British
Columbia, Canada.  The claim is situated in the Cariboo Mountains and
contains 25 cells (approximately 1,500 acres) of gold mining
property.The purchase price is $7,038 USD ($8,010 CDN) which is the same
amount the President paid for the claim on original acquisition including the
$10 CDN registration fee. The parties have signed a promissory note whereby the
full amount of $7,038 is due on demand, has no specific terms of repayment, is
non-interest bearing and is unsecured. 5.     Related
Party TransactionsDuring the period ended December 31, 2007 the
Company’s President and Director loaned the Company $114,425 (December 31, 2006:
$65,999) to finance working capital.  The loan does not bear any interest
and no specific repayment date.All loans are recorded at face value and
are expected to be paid during the 2007 fiscal year.  As such, these loans
are recorded as current liabilities. 6.     Common
StockIn March 2007, the Company authorized subscription
agreements for 65,300 common shares at $0.10 per share pursuant to the issuer’s
Registration Statement filed on Form SB-2 which became effective February 14,
2007. The proceeds of $6,530 were deposited in April 2007 and the shares were
issued April 18, 2007.


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 GEORGIA
INTERNATIONAL MINING CORP.




Item
8.Changes
in and disagreements with Accountants on Accounting and Financial
Disclosure  There have been no
disagreements on accounting and financial disclosures from the inception of the
Company through to the date of this Report.Item 8A.   Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures
 
 Under
the supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report.  As defined in Rules 13a-15(e) and 15d-15(e),
the term disclosure controls and procedures means controls and other procedures
of an issuer that are designed to ensure that information required to be
disclosed by the issuer in the reports that it files or submits under the Act
(Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
 
 Based
on this evaluation, our principal executive officer and principal financial
officer concluded as of the evaluation date that our disclosure controls and
procedures were not effective such that the material information required to be
included in our Securities and Exchange Commission reports is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms relating to our company,
particularly during the period when this report was being
prepared.
 
 Management's
Annual Report on Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.
 
 Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
 
 Management
recognizes that there are inherent limitations in the effectiveness of any
system of internal control, and accordingly, even effective internal control can
provide only reasonable assurance with respect to financial statement
preparation and may not prevent or detect material misstatements. In addition,
effective internal control at a point in time may become ineffective in future
periods because of changes in conditions or due to deterioration in the degree
of compliance with our established policies and procedures.
 
 A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
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  Under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, management conducted an evaluation of the effectiveness
of our internal control over financial reporting, as of the Evaluation Date,
based on the framework set forth in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our evaluation under this framework, management concluded that our
internal control over financial reporting was not effective as of the Evaluation
Date due to our failure to provide our management's report on internal control
over financial reporting.
 
 Management
assessed the effectiveness of the Company's internal control over financial
reporting as of Evaluation Date and identified the following material
weaknesses:
 
 ●      Insufficient
Resources: We have an inadequate number of personnel with requisite expertise in
the key functional areas of finance and accounting.
 
 ●      Inadequate
Segregation of Duties: We have an inadequate number of personnel to properly
implement control procedures.
 
 ●      Lack
of Audit Committee & Outside Directors on the Company's Board of Directors:
We do not have a functioning audit committee or outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and
procedures.
 
 Management
is committed to improving its internal controls and will (1) continue to use
third party specialists to address shortfalls in staffing and to assist the
Company with accounting and finance responsibilities, (2) increase the frequency
of independent reconciliations of significant accounts which will mitigate the
lack of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the
future.
 
 Management,
including our Chief Executive Officer and Chief Financial Officer, has discussed
the material weakness noted above with our independent registered public
accounting firm. Due to the nature of this material weakness, there is a more
than remote likelihood that misstatements which could be material to the annual
or interim financial statements could occur that would not be prevented or
detected.
 
 This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
 
 Changes
in Internal Controls Over Financial Reporting
 
 There
have been no changes in our internal controls over financial reporting that
occurred during the fourth fiscal quarter ended December 31, 2007 that have, or
are reasonably likely to affect, our internal controls over financial
reporting.
 Recent
Accounting PronouncementsIn March 2005, the FASB issued an
interpretation of Statement No. 143, "Accounting for Asset Retirement
Obligations". This interpretation clarifies that the term "conditional asset
retirement obligation" as used in the Statement No. 143, refers to a legal
obligation to perform an asset retirement activity in which the timing and (or)
method of settlement are conditional on a future event that may or may not be
within the control of the entity. The obligation to perform the asset retirement
activity is unconditional even though uncertainty exists about the timing and
(or) method of settlement. Thus, the timing and (or) method of settlement may be




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 GEORGIA
INTERNATIONAL MINING CORP.




conditional on
a future event. Accordingly, an entity is required to recognize a liability for
the fair value of a conditional asset retirement obligation if the fair value of
the liability can be reasonably estimated.The fair value of a liability
for the conditional asset retirement obligation should be recognized when
incurred - generally upon acquisition, construction, or development and (or)
through the normal operation of the asset. Uncertainty about the timing and (or)
method of settlement of a conditional asset retirement obligation should be
factored into the measurement of the liability when sufficient information
exist.


Statement No.
143 acknowledges that in some cases, sufficient information may not be available
to reasonably estimate the fair value of an asset retirement obligation. This
interpretation also clarifies when an entity would have sufficient information
to reasonable estimate the fair value of an asset retirement obligation. This
interpretation is effective no later than the end of fiscal years after December
15, 2005. Management does notexpect FASB interpretation to the Statement No. 143
to have an impact to the Company's consolidated financial position or
consolidated results of operations and cash flows.In May 2005, the FASB
issued Statement No. 154, "Accounting Changes and Error Corrections", a
replacement of APB Opinion 20, "Accounting Changes" and FASB Statement No. 3,
"Reporting Accounting Changes in Interim Financial Statements." This Statement
changes the requirements for the accounting for and reporting of a change in
accounting principle. APB Opinion 20 previously required that most voluntary
changes in  accounting principles be recognized by including in net income
of the period of the change the cumulative effect of changing to the new
accounting principle.FASB Statement No. 154 requires retrospective
application to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the period specific
effects or the cumulative effect of the change. This statement is effective for
accounting changes and corrections of errors made in fiscal periods that begin
after December 15, 2005. Management does not anticipate this statement will
impact the Company's consolidated financial position or consolidated results of
operations and cash flows.In February 2006, the FASB issued Statement
No. 155, "Accounting for Certain Hybrid Financial Instruments", an amendment of
FASB Statement No.133, "Accounting for Derivative Instruments and Hedging
Activities" and FASB Statement No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities." This Statement permits
fair value re measurement for any hybrid financial instrument that contains an
embedded derivative that otherwise would require bifurcation; clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of Statement No. 133, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation; clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives and amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
Management does not anticipate this Statement will impact the Company's
consolidated financial position or consolidated results of operations and cash
flows.In March 2006, the FASB issued Statement No. 156, "Accounting for
Servicing of Financial Assets", an amendment of FASB Statement No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." This Statement amends Statement No. 140 with respect to the
accounting for separately recognized servicing assets and servicing liabilities.
Management does not anticipate this Statement will impact the Company's
consolidated financial position or consolidated results of operations and cash
flows.SFAS NO. 123R- In December 2004, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
123R, "Share-Based Payment" ("FAS 123R"), which revised FAS 123 "Accounting for
Stock-Based Compensation". FAS 123R requires measurement and recognition of the
costs of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of






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the award,
recognized over the period during which an employee is required to provide
service in exchange for such award. Implementation is required as of the first
interim or annual reporting period that begins after December 15, 2005 for
public entities that file as small business issuers. The Company
believes that the above standards would not have a material impact on its
financial position, results of operations or cash flows at this
time. Item
8B.Other
Information None to
Report.
































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 GEORGIA
INTERNATIONAL MINING CORP.




Part
III Item
9.Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act The following table sets
forth certain information as of October 7 , 2008. Executive
CompensationThe following table sets forth the salaries and
directors’ fees we expect to pay to our executives on an annual
basis. Person                          Age              Position                                  
TermMark
Hague*                 40                President
&
Director              1
Year*Mark Hague is the President and Director of Georgia International
Mining Corporation.We do not have comparative compensation disclosure
for the past fiscal year due to the company only being in operation for 12
months. We do not have an audit committee, nor do we have a
compensation committee. We anticipate forming these committees at a future Board
of Directors’ meeting.Mark
Hague, Chairman, Chief Executive Officer, President, Chief Financial Officer and
Chief Accounting OfficerSince January 30, 2004 Mr. Hague owns and
operates Marval Enterprises, Ltd., a residential real estate development company
in Lower Mainland Vancouver, British Columbia.  Prior to starting his own
business Mr. Hague from the early 1990’s until December 31, 2003, Mr. Hague was
general manager of Fu Kwai Enterprises Ltd., a company involved in Real Estate
Development in British Columbia, Canada. Through this company, Mr. Hague
developed many properties for commercial and residential use. He also explored
sites for mining companies to house their employees and to store mining
equipments. Mr. Hague continues to be the general manager of Fu Kwai Enterprises
Ltd. and devotes approximately 20 hours per week to Georgia International Mining
Corporation and will devote additional time as need
requires.  Mr. Hague resides in Langley, British
Columbia.Compliance with Section 16(a) of Securities Exchange Act of
1934During the fiscal year ended December 31, 2007, our sole Director
and Officer complied with all applicable Section 16(a) filing requirements. This
statement is based solely on a review of the copies of such reports that reflect
all reportable transactions furnished to us by our Director and Officer and
their written representations that such reports accurately reflect all
reportable transactions. Item
10.Executive
Compensation The following table sets
forth the salaries and directors’ fees paid to our executives on an annual
basis. Executive
CompensationThe following table sets forth the salaries and
directors’ fees we expect to pay to our executives on an annual
basis.




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 GEORGIA
INTERNATIONAL MINING CORP.




Person                           
Position                            
Salary
               Directors’
feesMark Hague(*)
              President
& Director    
    $0.00                         $0.00(*)
Mark Hague is the President and Director of  Georgia  International
Mining Corporation.We do not have comparative compensation disclosure
for the past fiscal year due to the company only being in operation for 12
months. We do not have an audit committee, nor do we have a
compensation committee. We anticipate forming these committees at a future Board
of Directors’ meeting.




Person
            Director’sPosition
            Stock BasedSalary
            Fees
            Compensation
            Total2006
            2007
            2006
            2007
            2006
            2007
            2006
            2007Mark
      Hague
            Chair,
      CEO,CFO, CAO
            0
            0
            0
            0
            $0
            $0
            $0
            $0


We
currently have one director.As of October 7 , 2008, there are no
other arrangements, standard or otherwise, with any director or officer wherein
the director or officer is compensated other than as stated above.We
intend to do one or a combination of the following to compensate our employees,
officers and directors so that they are retained and so that we can attract
qualified personnel as we deem appropriate.Develop a stock option plan
and have our employees, officers and directors opt in to the plan at their
choosing; and/or issue shares to our employees, officers and
directors.We do not have an audit committee or a compensation
committee. Item
11.Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters The following table sets
forth, as of   October 7 , 2008, certain information as to shares
of our common stock owned by (i) each person known by us to beneficially own
more than 5% of our outstanding common stock, (ii) each of our directors, and
(iii) all of our executive officers and directors as a group:




NAME
            
            AMOUNT
      AND NATURE
              OF
      BENEFICIAL SHARES
              OWNED
            
            PERCENT
      OF
              OUTSTANDING
              OWNERSHIPMark
      Hague
            
            4,000,000 common
      shares
            
            48.39%


_________________Mr.
Hague’s shares are not registered.





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 GEORGIA
INTERNATIONAL MINING CORP.
  Item
12.Certain
Relationships and Related Transactions We intend that any
transactions between us and our officers, directors, principal stockholders,
affiliates or advisors will be on terms no less favorable to us than those
reasonably obtainable from third parties.  To date, several related party
transactions have taken place.In September 2006, the president purchased
Claim number 529404 from shareholder Doug Merrick in the amount of $7, 038. On
January 8, 2007, the president sold this same claim to the issuer’s subsidiary,
EG Gold Mines, Inc. for the same purchase price of $7,038.Shareholder,
Tom Hatton is the president of Gemco Minerals and company entered into an
agreement with Gemco on July 30, 2005 as disclosed throughout our
10KSB. Item
13.Exhibits Exhibits(a)     Audited
Consolidated Financial Statements (included in Part 11 of this
Report):


> Auditor’s
>   ReportConsolidated Balance Sheet – December 31, 2007Consolidated
>   Statements of  Operations and Deficit – December 31, 2007Consolidated
>   Statements of Cash Flows – December 31, 2007Consolidated Statement of
>   Stockholders’ Equity – December 31, 2007Notes to Consolidated Financial
>   Statements – December 31, 2007

(b)     None(c)     Exhibit




14.1
            Code of Ethics -
    Amended31.1
            Certification of Chief Executive Officer and
      Chief Financial Officer and Chief Accounting Officer -
      Amended32.1
            Certification of Chief Executive Officer, Chief
      Financial Officer and Chief Accounting Officer -
      Amended




Item
14.Principal
Accountant Fees and Services. Although our audit fees
have increased because we are a reporting company and filing the requisite
quarterly and annual reports with the Securities and Exchange Commission, many
of these same expenses have been incurred to date due to our merger, and during
the last fiscal year we have had two full audits performed whereas only one
would be done in a typical year. However, we are aware that audit fees have
generally increased as a function of the increased reporting requirements
mandated by the recently enacted Sarbanes-Oxley Act.  We are also
optimistic that our business activities will increase, which will require
auditing procedures over a greater transaction base. The auditor’s
fee for fiscal 2007 were approximately $6,000 was paid but yet not
invoiced.






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 GEORGIA
INTERNATIONAL MINING CORP.




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




GEORGIA
      INTERNATIONAL MINING CORPORATION
              (Registrant)By:
            /s/ Ed
      ForisterEd Forister,
      Chief Executive Officer,Chief
      Financial Officer & Chief Accounting OfficerDate:
            October 7, 2008

















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