UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-KSB





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


For
the Fiscal Year Ended December 31, 2007





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





Commission
file number: 000-16736





PARK-PREMIER
MINING COMPANY


(Name of
small business issuer in its charter)





Utah
            87-6116557(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





32391
      Horseshoe Drive, Evergreen, Colorado
            80439(Address
      of principal executive offices)
            (Zip
      Code)





Issuer’s
telephone number:(303)
670-3885





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





Securities
registered under Section 12(g) of the Exchange Act:  Common Stock, $0.25 par
value





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.     9





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.    Yes
:    No
9





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





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


Yes 9    No
:





State
issuer’s revenues for its most recent fiscal year.  $0





State the
aggregate market value of the voting stock and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the
specified date within the past 60 days.  None - See Item
5.  “Market for Common Equity and Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities.”





State the
number of shares outstanding of issuer’s classes of common equity, as of the
latest practicable date:


2,000,000
shares as of February 15, 2008





Transitional Small Business Disclosure
Format (check one):  Yes9No:





PART
I





Item
1.                                Description of
Business.





Business
Development





Park-Premier
Mining Company (“Park-Premier”) was incorporated in the State of Utah in
1907.  Park-Premier has one majority-owned subsidiary, Park-Cummings
Mining Company, a Utah corporation (“Park-Cummings”).  Park-Premier
owns 51% of the issued and outstanding shares of
Park-Cummings.  Park-Cummings has no assets and no
operations.  Park-Premier holds a note receivable from Park-Cummings
(the “Park-Cummings Note”).  As of December 31, 2007, the principal
and accrued interest owing under the Park-Cummings Note was
$776,636.  Unless otherwise indicated herein, the terms “Company”
“we”, “us” or “our” refer to Park-Premier and Park-Cummings.





Since
approximately 1985, we have had essentially no operations.





EastSide
Interest.As of the date of this filing, we have a 6.29%
interest in EastSide Group, LLC (“EastSide”).  EastSide was organized
as a Utah limited liability company on March 24, 1999, by property owners,
including Park-Premier, within an area of land known as “Area B” in the
Jordanelle Basin, Wasatch County, Utah.  Eastside was formed to
coordinate and work with Wasatch County and the Jordanelle Special Services
District in facilitating and obtaining approvals for the development of
infrastructure and master planning for property owned by the members of
EastSide.  Most of the approvals have been obtained and the purposes
behind the formation of EastSide have been accomplished.  Accordingly,
EastSide is not currently active.





Convertible
Notes.  From 1987 through December 31, 2007, we entered into
various borrowing, expense and deferral arrangements involving officers,
directors and other affiliated persons or entities owned or controlled by
officers and/or directors, in exchange for which we issued long-term convertible
promissory notes (the “Convertible Notes”).  The Convertible Notes
accrue interest at 12% per annum and are convertible into shares of the
Company’s common stock at a price to be determined by our Board of Directors,
which shall not be more than $0.10 per share.  The Convertible Notes
were due on December 31, 2007 and we are currently past due on the Convertible
Notes.  Since we are past due on the Convertible Notes, by their
terms, we are liable for the costs of collection of the Convertible Notes, not
to exceed 15% of the unpaid balance of the notes.  Conversion of the
Convertible Notes cannot occur since all of the authorized stock in the Company
is presently issued and outstanding.  Approval by the shareholders to
reorganize and restructure the equity of the Company and thereby increase the
number of authorized shares is required before conversion would be
possible.  A special meeting of shareholders is scheduled for February
20, 2008, at which a vote to increase the authorized common stock will be
taken.  Additionally, an election to convert the Convertible Notes by
the noteholders would be required.  See Item 12.  “Certain
Relationships and Related Transactions, and Director Independence.”





Sale
of Property.





Project
“A” Letter Agreement





On
February 15, 2007, we entered into a letter agreement (the “Project “A” Letter
Agreement”) with Talisker Realty Limited, a Delaware corporation (“Talisker
Realty”).  Talisker Realty is a wholly owned lower-tier subsidiary of
the Talisker Corporation (“Talisker”).  Talisker is a private global
real estate development firm based in Toronto, Ontario, Canada with over twenty
years of experience developing numerous real estate projects in the United
States, the United Kingdom, Canada, the Bahamas, and Eastern
Europe.  Under the Project “A” Letter Agreement, the Company has
agreed to sell all its right, title and interest in approximately 303 acres of
land (the “Project “A” Acreage”) located in Wasatch County, Utah (the “Property
Sale”) to Talisker Realty.





The
closing (“Closing”) of the Property Sale is conditional upon (i) approval by the
Company’s directors and shareholders and (ii) execution of two additional letter
agreements by the Company and/or related parties, (the Project “B” Letter
Agreement and the Project “C” Letter Agreement, respectively), as each is
described below.





2


Additionally,
the Company has agreed to pay any taxes related to the Property prior to Closing
and will also pay at Closing any mortgage trust deeds, judgments, mechanic's
liens, damages, claims, tax liens and warrants involving the Property which are
not removed in the title policy delivered at Closing, and has agreed to
indemnify and hold Talisker harmless from and against such to the extent related
to any events and/or ownership of the Property prior to
Closing.  These costs are expected to be approximately
$40,000.  No brokerage, finder’s fee or real estate commission is owed
by the Company in connection with the transaction.





The
Company has agreed to be responsible for the title insurance premium for an
Owner’s Policy of Title Insurance in the full amount of the purchase
price.  Each party shall be responsible for one half of the Closing
costs, with items such as property taxes to be pro-rated as of the
Closing.  The Company and Talisker have also agreed to cooperate in
effectuating a tax-deferred exchange in accordance with Internal Revenue Code
Section 1031 relative to the Property Sale upon the request of the
other.





In
exchange for the Sale Property, Talisker will (i) pay the Company cash in the
amount of $3,250,000 at Closing and (ii) convey by special warranty deed to the
Company unimproved, platted single family lots located in Talisker’s “Tuhaye”
project in Wasatch County, Utah, (the “Tuhaye Lots”), with a targeted combined
value of $3,750,000, within two years of Closing (the “Selection
Period”).  The Selection Period may be extended an additional three
years in the event that the Company has not selected all its Tuhaye Lots and
Talisker has not recorded lot plats regarding a certain portion of
Tuhaye.





The
Tuhaye Lots will be selected by the Company from Talisker’s property inventory
at its Tuhaye project, described below. The value of the Tuhaye Lots will be
their retail prices at the time of selection, as established by Talisker during
the ordinary course of its business and in a manner not intended to discriminate
against the Company.  If the value of the selected Tuhaye Lots is less
than $3,750,000, then Talisker will make a lump sum cash payment to the Company
equal to such deficit at the end of the Selection Period.  Likewise,
if the value of the selected Tuhaye Lots is greater than $3,750,000, then the
Company will make a lump sum cash payment to Talisker equal to such surplus at
the end of the Selection Period.





The
Tuhaye Lots are located in Talisker’s Wasatch County, Utah
project.  Talisker is developing 1,350 residential properties among
three communities in Deer Valley, between the Wasatch and Uinta Mountains in the
Park City, Wasatch County, Utah area:  (i) Tuhaye, consisting of Arts
and Crafts homes accented with stone and timber; (ii) the ski-in, ski-out Empire
Pass resort; and (iii) Red Cloud, the most exclusive of the three properties,
which includes plans for one-to two-and-a-half-acre properties within a gated
community located at the summit of Flagstaff Mountain at Deer Valley
Resort.





By
purchasing a lot in the Talisker development, a membership invitation is
automatically extended to the buyer to join the exclusive Talisker Club, an
all-inclusive luxury resort.  The Talisker Club is 10,000 acres of
pristine wilderness and includes Tuhaye’s private Mark O’Meara Signature golf
course.  The Talisker Club also has direct ski access to Deer Valley
Resort’s® slopes, state-of-the-art fitness facilities and spa services, an
on-mountain restaurant, member’s lodges, and a children’s camp featuring all
season events.  The Company believes that it will be able to
profitably sell the Tuhaye Lots by virtue of these amenities and
locations.





The
Company’s Board of Directors approved the Project “A” Letter Agreement on
February 21, 2007.  A special meeting of shareholders has been called
for February 20, 2008, at which a vote to approve the Project “A” Letter
Agreement will be taken.





Project
“B” Letter Agreement





As a
condition imposed by Talisker Realty to Closing of the Project “A” Letter
Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
are required to enter into the Project “B” Letter Agreement.  Under
the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
into a joint venture with Tuhaye LLC, a Delaware limited liability company, with
respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
right, title and interest in approximately 40 acres of land in Wasatch County,
Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
subsidiary of Talisker.


3


Under the
Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
Project “B” Acreage to the joint venture entity to be formed by Robert Dunlap
and Kathy Dunlap and Tuhaye.  Robert Dunlap and Kathy Dunlap will own
a 50% interest in the joint venture entity and Tuhaye will own the remaining 50%
interest.  The joint venture entity will be managed and operated by
three managers consisting of two selected by Tuhaye and one selected by Robert
Dunlap and Kathy Dunlap.





The
Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
cancellation of a note in the amount of $48,540.  The deemed value
under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
reflects an increase in real property values in the Wasatch County market since
1991, physical and legal road access and water rights acquired by Robert Dunlap
and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
engineering and development work with Wasatch County.





Within 18
months of closing of the Project “B” Letter Agreement, Tuhaye is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Tuhaye is also responsible for
obtaining financing necessary for development of the Project “B” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Tuhaye will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “B” Acreage
and  (ii) a branding fee of eighteen percent (18%) of the actual
retail sales price of all lots, parcels, homes and improvements sold from the
Project “B” Acreage.





The
Company’s disinterested directors determined that Robert Dunlap’s involvement in
the Project “B” Letter Agreement transaction is fair and reasonable and approved
the Project “B” Letter Agreement transaction effective August 15,
2007.  See Item 12.  “Certain Relationships and Related
Transactions, and Director Independence.”





Project
“C” Letter Agreement





As an
additional condition imposed by Talisker Realty to Closing of the Project “A”
Letter Agreement, Park-Premier must enter into the Project “C” Letter Agreement,
which memorializes the agreement of Park-Premier to enter into a joint venture
with Ranch 248 LLC, a Delaware limited liability company and a wholly owned
lower-tier subsidiary of Talisker, or its designee (“Ranch 248”), with respect
to the development and sale of all of Park-Premier’s right, title and interest
in approximately 30 acres of land in Wasatch County, Utah (the “Project “C”
Acreage”) to Ranch 248.  The Company will convey the Project “C”
Acreage to the joint venture at a deemed value of $3,500,000 and the Company and
Ranch 248 will jointly develop and sell the Project “C” Acreage.  No
brokerage, finder’s fee or real estate commission will be incurred by the
Company in connection with the transaction.  The joint venture with
Ranch 248 will be managed by two representatives appointed by Ranch 248 and one
representative selected by the Company.  Both Ranch 248 and the
Company will be prohibited from selling their interests in the joint venture for
a period of four years from formation of the joint venture.





Within 18
months of closing of the Project “C” Letter Agreement, Ranch 248 is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Ranch 248 is also responsible
for obtaining financing necessary for development of the Project “C” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Ranch 248 will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “C” Acreage, (ii) a
construction development fee equal to the eight percent (8%) of the costs
associated with the construction of homes on the Project “C” Acreage, and (iii)
a branding fee of eighteen percent (18%) of the actual retail sales price of all
lots, parcels, homes and improvements sold from the Project “C”
Acreage.





The
Company’s Board of Directors approved the Project “C” Letter Agreement on
February 21, 2007.  A special meeting of shareholders has been called
for February 20, 2008, at which a vote to approve the Project “C” Letter
Agreement will be taken.





4


Employees





We have
no full-time employees and do not expect to hire any full-time personnel in the
near future.  Our President, Mr. Robert W. Dunlap, is retained on a
part-time basis.  See Item 10.  “Executive
Compensation.”








Item
2.                                Description of
Property.





Mining
Claims





We own
patented mining claims and associated interests covering approximately 333 acres
of land situated in the East Elkhorn Mining District, Wasatch County,
Utah.  The patented mining claims of Park-Premier are referred to
collectively as the “Property”.  The Property is unimproved, vacant
land, acquired by government patent and mineral location.  The
Property is not subject to any mortgages or encumbrances.





We are
currently on a waiting list to acquire water rights sufficient for the proposed
sale and development of the Property and anticipate that we will receive
confirmation of water rights for the Property by the end of fiscal
2008.  As of the date of this filing, the Property is not covered by
insurance.





Historically
used in mineral exploration and grazing, the Property has not generated revenue
from mineral operations for many years.  Additionally, we have not
identified a sufficient quantity or quality of mineralization on the Property,
nor do we expect to do so in the future.  Instead, we have held the
Property for its real estate development potential as development in the East
Elkhorn Mining District has increased.  The East Elkhorn Mining
District of Wasatch County has been experiencing substantial development growth
over the last five years.  There are a significant number of competing
properties in various stages of development in the East Elkhorn Mining
District.  As a result, we believe that the value of the Property has
appreciated and we have acquired zoning, access, and infrastructure rights
necessary for development of the Property.





We have
determined that further costs for roads, water, utilities, and development
densities associated with developing the Property are prohibitively high and
development of the Property solely by the Company would not be
feasible.  As a result, in February 2007, we entered into the Project
“A” and Project “C” Letter Agreements for purposes of selling and developing the
Property.  See Item 1.  “Description of Business – Business
Development – Sale of Property – Project “A” Letter Agreement; Project “B”
Letter Agreement; and Project “C” Letter Agreement.”





Our
shareholders will vote on the Project “A” and “C” Letter Agreements on February
20, 2008 and we anticipate that the transactions contemplated in the Project
“A”, “B” and “C” Letter Agreements will close by the end of the second quarter
of 2008, resulting in the sale of the Property.  The Property that is
not subject to sale or exchange will be part of a joint venture as described in
the Project “C” Letter Agreement.  Under the Project “C” Letter
Agreement, the joint venture property, consisting of approximately 30 acres,
will be developed by our joint venture partner, Ranch 248, and the Company is
not obligated to fund the costs or expenses of development.  See Item
1.  “Description of Business – Business Development – Sale of Property
– Project “A” Letter Agreement; Project “B” Letter Agreement; and Project “C”
Letter Agreement.”





We do not
anticipate that compliance with federal, state, or local provisions regarding
environmental protection has had, or will have, a material effect on our
ownership of the Property or the pending Property Sale.





Principal
Offices





Robert W.
Dunlap, our President and a member of our Board of Directors, provides our
principal office without charge.  We do not have a written lease
agreement with Mr. Dunlap.








5


Item
3.                                Legal
Proceedings.





We are a
party to civil litigation in the Fourth Judicial District Court for Wasatch
County, Utah styled Terry B.
Brodkin, Plaintiff, vs. Tuhaye Golf, LLC, et al.,
Defendants, Case No. 070500421 (the “Civil Action”) that was filed on or about
October 31, 2007.  The plaintiff in the Civil Action seeks to
establish access rights to his landlocked property and asserts several theories
in an attempt to do so.  We are apparently named as a defendant in the
Civil Action as a necessary party for Plaintiff to obtain relief.





In the
Civil Action, plaintiff alleges that in 1999, certain landowners, including us,
formed a Utah limited liability company known as EastSide Group, LLC
(“Eastside”) to marshal consensus for a coordinated plan to develop certain land
in Wasatch County, Utah known as Area B – North, Jordanelle Basin (“Area B –
North”).  Plaintiff alleges that on July 31, 2000, the Wasatch County
Commission granted a petition filed by Eastside and adopted a Master Plan for
development of Area B – North.  Plaintiff alleges that his predecessor
in interest also owned land in Area B – North but was not contacted to be a
member of EastSide due to the dormant nature of the business entity owning the
property and the scattered location of its shareholders.





Plaintiff
further alleges that in 2001, a group of landowners in Area B – North affected
by the Master Plan entered into an agreement to grant reciprocal, permanent, and
non-exclusive ingress and egress easements between parcels to accommodate
development (the “2001 Agreement”).  Plaintiff alleges that his
predecessor was not contacted to be a party to the 2001
Agreement.  However, after the 2001 Agreement was executed, Plaintiff
alleges that his predecessor realized his land was included in the 2001
Agreement and recorded quit-claim deeds in December of 2002 to inform the
parties of this fact.





Plaintiff
alleges that he bought his predecessor’s land in 2004 after conducting
“extensive due diligence into the access rights” for his property, including a
realization that his property was included in the Master Plan and the 2001
Agreement.  Plaintiff alleges the existence of verbal agreements
between one or more of the parties to the 2001 Agreement to grant access to his
property.





Plaintiff
requests a Declaratory Judgment that he is an intended third-party beneficiary
to the 2001 Agreement since his land was included in the Master
Plan.  Although neither he nor his predecessor were parties to the
2001 Agreement, Plaintiff alleges that he has fully performed all his
obligations under it and that the refusal by two of the parties to grant access
to him constitutes breach of the 2001 Agreement.  Plaintiff further
requests damages due to the breach of $5.5 million, because his land was
landlocked and he was unable to consummate a sale of his
property.  Finally, Plaintiff asks for an easement by necessity for
his landlocked property and asserts entitlement to access by private
condemnation under Utah law.





We do not
believe that the Civil Action will affect Talisker’s obligations under the
Project “A” and “C” Letter Agreements to complete the Property Sale pursuant to
those agreements.  We believe the claim is without merit and we intend
to vigorously contest the claim.








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





Not
Applicable.








6


PART
II





Item
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity
Securities.





Market
Information





As of the
date of this report, no public market exists for our shares and none has existed
for several years.





Holders





As of
January 24, 2008, there were 834 record holders of our common
stock.





Dividends





During
the fiscal year ended December 31, 2007, no cash dividends were declared on our
common stock.  In the event conditions precedent to Projects “A” and
“C” are satisfied as described in Item 1 above, dividends may be paid at some
point in the foreseeable future.





Equity
Compensation Plan





The
Company has no equity compensation plan under which equity securities of the
Company are authorized for issuance.





Recent
Sales of Unregistered Securities





Convertible
Notes





From 1987
through December 31, 2007, we entered into various arrangements involving
officers, directors and other affiliated persons or entities owned or controlled
by officers and/or directors and issued Convertible Notes in connection
therewith.  See Item 1.  “Description of Business – Business
Development – Convertible Notes” and Item 12.  “Certain Relationships
and Related Transactions, and Director Independence.”





The
Convertible Notes accrue interest at 12% per annum and are convertible into
shares of the Company’s common stock at a price to be determined by our Board of
Directors, which shall not be more than $0.10 per share.  Conversion
of the Convertible Notes cannot occur since all of the authorized stock in the
Company is presently issued and outstanding.  Approval by the
shareholders to reorganize and restructure the equity of the Company and thereby
increase the number of authorized shares and decrease the par value per share is
required before conversion would be possible.  Additionally, an
election to convert the Convertible Notes by the holders would be
required.  A special meeting of shareholders is scheduled for February
20, 2008, at which a vote to increase the authorized common stock from 2,000,000
shares to 50,000,000 shares will be taken.  Convertible Notes were
issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended.





The
following table contains the amounts owing under the Convertible Notes as of
December 31, 2007 and 2006, including accrued interest:


Amount
      of Convertible Notes Outstanding
            Number
      of Common Shares Into Which Convertible Notes may be Converted (1)December
      31, 2006
            $842,421
            8,424,210December
      31, 2007
            $1,130,580
            11,305,800




(1)
            Calculated
      based upon a conversion rate of $0.10 per share.  The
      Convertible Notes provide for a conversion price as the Board of Directors
      may deem appropriate, not in excess of $0.10 per
  share.





7


The
Convertible Notes were due on December 31, 2007 and we are currently past
due on the Convertible Notes.  Since we are past due on the
Convertible Notes, by their terms, we are liable for the costs of collection of
the Convertible Notes, not to exceed 15% of the unpaid balance of the
notes.  Given our history with the Convertible Noteholders, we believe
that we will be able to resolve any issue regarding the past due status of the
notes by working with the noteholders and or paying the balance due on the
notes.





Loan
Agreement





On
January 11, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with
Robert W. Dunlap, President, Chief Executive Officer, Chief Financial Officer,
Treasurer and Director of the Company, under which Mr. Dunlap agreed to provide
us with a revolving line of credit for our short term cash requirements, secured
by with a first priority interest in all of the Company’s
assets.  Advances under the Loan Agreement are subject to Mr. Dunlap’s
sole discretion.  Interest on any advanced funds under the Loan
Agreement accrues at the rate of twelve percent (12%)
annually.  Additionally, we must pay a facility fee in the amount of
five percent (5%) of any advances under the Loan Agreement.  The Loan
Agreement is terminable at will by Mr. Dunlap.





Under the
Loan Agreement, Mr. Dunlap advanced us $30,000 on January 11, 2007 and we issued
a promissory note in that amount to Mr. Dunlap, due and payable on December 31,
2007.  We are currently past due on the January 11, 2007 promissory
note.  Since we are past due, the interest rate on the January 11,
2007 note has changed to the prime rate, as reported in the Wall Street Journal,
plus six percent (6%).  As of February 13, 2008, the prime rate
reported in the Wall Street Journal was six percent (6%), meaning the interest
rate on the past due note is twelve percent (12%).  Under the terms of
the past due note, Mr. Dunlap has the option to increase the interest rate to a
higher rate of his choosing; however, he has not elected to change the interest
rate applicable to the January 11, 2007 promissory note.





Also,
under the Loan Agreement, Mr. Dunlap advanced us $15,000 on May 2, 2007, $30,000
on July 18, 2007, and $70,000 on November 9, 2007, all of which is due upon
demand.  We issued promissory notes on May 2, 2007, July 18, 2007, and
November 9, 2007 in those amounts.  These notes are not past due
because no demand for payment has been made.








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





General





Since
approximately 1985, we have had essentially no operations.  As of the
date of this report, we have no source of income.  We must rely
entirely upon loans from affiliates to pay operating
expenses.  Without such funding, we will not continue to
exist.  There can be no assurance that further loans from affiliates
will continue in the future.





In
February 2007, we entered into the Project “A” and Project “C” Letter Agreements
for purposes of selling and developing our Property.  A special
meeting of shareholders has been scheduled for February 20, 2008 where a vote to
approve the Project “A” and “C” Letter Agreements will be taken.  See
Item 1.  “Description of Business – Business Development – Sale of
Property.”





Plan
of Operation





Over the
course of time, we have endeavored to monitor and plan the development of the
areas where our Property is located.  We estimate that we will be able
to continue our existence only if we complete the Property
Sale.  Other than the Property Sale, we have not identified any
sources of capital and, therefore, our future remains uncertain.  If
the Property Sale is completed, we will participate in the ownership and
development of real property located in Wasatch County, Utah.  See
Item 1.  “Description of Business – Business Development – Sale of
Property” and Item 2.  “Description of Property.”


8


Liquidity





Operating
activities used cash of $141,056 during 2007 and provided cash of $937 during
2006.  We used cash of $9,000 for investing activities during
2006.  We received cash from financing activities in the amount of
$145,000 in 2007 from the issuance of notes payable in the amount of $145,000 to
Mr. Dunlap, the President and a director of our Company.





At
December 31, 2007, we had a working capital deficit of $1,391,246, compared with
a working capital deficit of $1,060,794 at December 31, 2006.  Since
we have no significant source of revenue, working capital will continue to be
depleted by operating expenses.  We presently have no external sources
of cash.





Assets





At
December 31, 2007, we had total assets of $164,864 compared to total assets of
$160,898 at December 31, 2006.  The increase in our total assets is
primarily due to the increase in cash from $127 at December 31, 2006 to $4,071
at December 31, 2007.  Our Property is comprised of approximately 333
acres of land situated in the East Elkhorn Mining District, Wasatch County,
Utah.  See Item 2. “Description of Property.”  We believe
the value of our land is in excess of its carrying value for purposes of
financial reporting as evidenced by the agreements described in Item 1.
“Description of Business”.





Results
of Operations





We have
no current operations other than the potential development of our Property and
we have not generated any revenue.  We rely entirely upon loans to pay
operating expenses.





We
incurred net losses during 2007 and 2006 of $400,460 and $3,763,991,
respectively.  The decrease in our net loss was largely attributable
to the change in market value of conversion liability of $3,552,823 during 2006,
compared with only $70,008 in 2007.





Our
operating expenses were comprised primarily of professional fees (including
legal and accounting) relating to the preparation of our annual reports and
accompanying financial statements.  Since we currently have no source
of revenue, our working capital will continue to be depleted by
expenses.





On
January 1, 2007, we reissued Convertible Notes with a conversion price to be
determined by our Board of Directors, but no more than $0.10 per share in any
event.  The Convertible Notes accrue interest at a rate of 12%
annually.  Effective September 30, 2001, we began valuing our
convertible debt using the accounting method prescribed by EITF
00-19.  Since our stock is very thinly traded, we determined the fair
value of our common stock based on the transaction values negotiated under the
Project “A” Letter Agreement and the Project “C” Letter Agreements, which covers
substantially all of our assets, as well as other financial aspects of our
Company, such as our liabilities and commitments.  Utilizing this
determination, at December 31, 2007 and 2006, the value of the conversion
liability associated with our Convertible Notes was $7,430,299 and $7,360,291,
respectively.





The
Report of the Independent Registered Public Accounting Firm and Note 2 of the
Notes to Financial Statements accompanying this report state that substantial
doubt has been raised about our ability to continue as a going
concern.  We have no business operations and, thus, no revenues to
cover our expenses.





Off-Balance
Sheet Arrangements





We did
not have any off-balance sheet arrangements as of December 31,
2007.








Item
7.                                Financial
Statements.





Please
refer to the pages beginning with F-1.


9


Item
8.                                Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.





On
October 19, 2006, we engaged the accounting firm of Ehrhardt Keefe Steiner &
Hottman PC (“EKS&H”) to serve as our registered independent public
accountants and to audit our financial statements beginning with fiscal year
ending December 31, 2003.  Our Board of Directors approved the
appointment of EKS&H.  We amicably concluded our relationship with
our former independent public accountant, Miller and McCollom, by dismissing
that firm effective with the appointment of EKS&H.





During
the two most recent fiscal years and the subsequent interim period through
October 19, 2006, there were no disagreements with Miller and McCollom on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of Miller
and McCollom would have caused it to make reference to the subject matter of the
disagreement in connection with its report.  Miller and McCollom
furnished a letter addressed to the Securities and Exchange Commission (“SEC”)
stating that it agreed with the above statements.





The audit
report of Miller and McCollom for our financial statements as of December 31,
2002, contained a separate paragraph stating:  “The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern.  As described in Note 2, the Company has limited
working capital and continued operating losses, which raise substantial doubts
about its ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.”





Audit
reports were not obtained from Miller and McCollom for 2005, 2004 or 2003 and as
a result, there were no reportable events as described in Item 304(a)(1)(iv) of
Regulation S-B occurring within the two most recent fiscal years of the date our
replacement of Miller and McCollom and subsequent interim period ending October
19, 2006.





During
our two most recent fiscal years and the subsequent interim period ending
October 19, 2006, the period prior to the engagement of EKS&H, neither us
nor anyone on our behalf consulted EKS&H regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial
statements.  Further, EKS&H has not provided written or oral
advice to us that was an important factor considered by us in reaching a
decision as to any accounting, auditing or financial reporting
issues.








Item
8A.                      Controls
and Procedures.





Under the
supervision and with the participation of Robert W. Dunlap, our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end of
the period covered by this report.  Based on his evaluation, Mr.
Dunlap concluded that the Company’s disclosure controls and procedures are not
effective to ensure that information required to be included in the Company’s
periodic SEC filings is recorded, processed, summarized, and reported within the
time periods specified in the SEC rules and forms.





The
internal control deficiencies noted consisted primarily of inadequate staffing
and supervision that could lead to the untimely identification and resolution of
accounting and disclosure matters and failure to perform timely and effective
reviews.  However, the size of the Company prevents it from being able
to employ sufficient resources to enable it to have adequate segregation of
duties within its internal control system.  Mr. Dunlap oversees our
accounting and general internal control process.  As we have a very
limited staff, we do not have other management staff with financial accounting
experience for purposes of crosschecking or advising Mr. Dunlap on our
accounting or financial reporting processes.  Our current processes
and procedures require substantive manual intervention, estimation and reliance
on several sources of information that are not integrated with our accounting
system.





10


Accordingly,
we have concluded that the above is a result of material weaknesses in our
internal controls over financial reporting.  Other than described
above, there have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
December 31, 2007.





Management’s
Annual Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is a process designed by, or under the supervision of, our chief
financial officer and implemented by our board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.
 
 Our
evaluation of internal control over financial reporting includes an analysis
under the COSO framework, an integrated framework for the evaluation of internal
controls issued to identify the risks and control objectives related to the
evaluation of the control environment by the Committee of Sponsoring
Organizations of the Treadway Commission.
 
 Based on
our evaluation described above, our management has concluded that our internal
control over financial reporting was not effective during the fiscal year ended
December 31, 2007.  Management has determined that (i) our inadequate
staffing and supervision and (ii) the significant amount of manual intervention
required in our accounting and financial reporting process are material
weaknesses in our internal control over financial reporting.
 
 This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation
requirements by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to
provide only management’s report in this annual report.
 
 Respectfully,
 Robert W.
Dunlap, President (Principal Executive, Financial, and Accounting
Officer)


Item
8B.                      Other
Information.





None.








PART
III





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





Directors
and Executive Officers





The
officers and directors of the Company are:


Name
            Age
            Title(s)Robert
      W. Dunlap
            55
            President,
      Chief Executive Officer, Chief Financial Officer, and
      DirectorJeffrey
      L. Lee
            48
            Vice
      President and DirectorSteven
      R. Lee
            44
            Secretary,
      Treasurer and Director





The
directors of the Company are elected to serve until the next annual
shareholders’ meeting or until their respective successors are elected and
qualified.  Officers of the Company hold office until the meeting of
the Board of Directors immediately following the next annual shareholders’
meeting or until removal by the Board of Directors.  Interim
replacements for resigning directors and officers are appointed by the Board of
Directors.  Directors of the Company receive no compensation to date
for their service as directors.  Set forth below are brief




11
 
  descriptions
of the recent employment and business experience of the Company’s officers and
directors.





Robert W. Dunlap has been
President of the Company since September 1987 and a director of the Company
since March 1987.  Mr. Dunlap has been engaged in the oil and gas,
minerals, and real estate industries since 1990.  During that time,
Mr. Dunlap worked for several oil and gas and mineral companies in diverse
consulting capacities, including land manager, corporate counsel and senior
managing landman.  Mr. Dunlap obtained a Bachelor of Science degree in
Psychology from the University of Colorado 1975 and a Juris Doctor degree from
the University of Denver College of Law in 1979.





Jeffrey L. Lee has been Vice
President and a Director of the Company since August 1994.  From
December 1990 to January 1, 2000 he was a Vice President of Sales for Power
Packaging, Inc., a privately owned company specializing in manufacturing and
logistics outsourcing solutions located in Illinois.  Mr. Lee has
concentrated on several family businesses since leaving Power Packaging, Inc.
Mr. Lee is also a general partner of AMI Associates, a Nevada general
partnership, and President of Affiliated Mining, Inc. He is the brother of
Steven R. Lee.





Steven R. Lee has been a
Secretary, Treasurer and a Director of the Company since January
1994.  Mr. Lee was also formerly employed in an administrative
position with Power Packaging, Inc. Mr. Lee is also a general partner of AMI
Associates, a Nevada general partnership.  He is the brother of
Jeffrey L. Lee.





None of
the directors of the Company holds other directorships in reporting
companies.





None of
the directors of the Company has been involved in any bankruptcy or criminal
(excluding traffic violations and other minor offenses)
proceedings.  None of the directors of the Company is subject to any
order, judgment or decree related to his involvement in any type of business,
securities or banking activities or has been found to have violated a federal or
state securities or commodities law.





We do not
have any standing audit, nominating, or compensation committees of the Board of
Directors.





Code
of Ethics





We have
not yet adopted a Code of Business Conduct and Ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer, and persons performing similar functions, because the Company has had
virtually no operations for many years.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires our directors, officers
and holders of more than 10% of our common stock to file with the SEC initial
reports of ownership and reports of changes in ownership of our common stock and
other equity securities.  Based solely on a review of these Section 16
reports, we believe that during and for the fiscal year ended December 31, 2007,
our officers, directors and 10% shareholders timely complied with all Section
16(a) filing requirements.








Item
10.                                Executive
Compensation.





The
following table sets forth information for the Chief Executive Officer (“CEO”)
of the Company, Robert W. Dunlap.  No disclosure need be provided for
any executive officer, other than the CEO, whose total annual compensation and
bonus for the last completed fiscal year did not exceed
$100,000.  Accordingly, no other executive officers of the Company are
included in the table.





The table
below sets forth information the remuneration of our chief executive officer
during our last two completed fiscal years.  There were no executive
officers whose total annual salary and bonus equaled or exceeded
$100,000.





12


Summary
Compensation Table


Name
      and Principal Position
            Year
            Salary
      ($)
            Bonus
      ($)
            Stock
      Awards ($)
            Option
      Awards
              ($)
            Non-Equity
      Incentive Plan Compen-sation
              ($)
            Non-qualified
      Deferred Compen-sation Earnings
              ($)
            All
      Other Compen-sation
              ($)
            Total
      ($)Robert
      W. Dunlap, President
            2007
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            20,540
            20,5402006
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            26,625
            26,625





The
Company does not have any employment contracts with any of its officers or
directors.  See Item 12.  “Certain Relationships and Related
Transactions, and Director Independence.”  Such persons are employed
by the Company on an at will basis, and the terms and conditions of employment
are subject to change by the Company.  Mr. Dunlap, the Company’s chief
executive officer, was not granted any stock options during the fiscal years
ended December 31, 2007 and 2006.





Stock
Option Plans





The
Company has no stock option plans, nor did it grant any options during the
period ended December 31, 2007 and it had no options outstanding at that
date.





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





The
following table sets forth information, as of January 24, 2008, with respect to
the beneficial ownership of the Company’s common stock by each person known by
the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock and by directors and officers of the Company, both
individually and as a group:





Name
      and Address of
              Beneficial
      Owners
            Shares
      Owned Beneficially(1)(2)
            Percent
      of Class
            Post
      Note Conversion Shares Owned Beneficially(2)(3)
            Post
      Note Conversion Percent of Class(3)Robert
      W. Dunlap (4)
              &
      Kathy Dunlap
              32391
      Horseshoe Drive
              Evergreen,
      CO 80439
            507,500
            25.4%
            9,970,450(5)
            74.9%AMI
      Associates(6)
              1708
      Essex Court
              St.
      Charles, IL 60174
            507,500
            25.4%
            507,500
            3.8%Affiliated
      Mining Inc.(7)
              1708
      Essex Court
              St.
      Charles, IL 60174
            -0-
            -0-
            1,002,860(8)
            7.5%Jeffrey
      L. Lee
              1708
      Essex Court
              St.
      Charles, IL 60174
            507,500
            25.4%
            1,790,070(9)
            13.5%Steven
      R. Lee
              41760
      E. 1200 N.
              Gibson
      City, IL 60936
            507,500
            25.4%
            1,790,070(9)
            13.5%Douglas
      K. Lee
              6653
      Conch Ct.
              Boynton
      Beach, FL 33437
            507,500
            25.4%
            1,839,450(10)
            13.8%Claudette
      K. Lee
              357
      Larsen Street
              Sycamore,
      IL 60178
            507,500
            25.4%
            1,790,070(9)
            13.5%






13


Name
      and Address of
              Beneficial
      Owners
            Shares
      Owned Beneficially(1)(2)
            Percent
      of Class
            Post
      Note Conversion Shares Owned Beneficially(2)(3)
            Post
      Note Conversion Percent of Class(3)


Janice
      M. Atkins
              4840
      E. Creek Ridge Trail
              Reno,
      NV 89509
            507,500
            25.4%
            1,839,450(11)
            13.8%Jeanette
      M. Johnson
              220
      North Delilah St.
              Corona,
      CA 92879
            507,500
            25.4%
            1,790,070(9)
            13.5%Estate
      of Bertha Marie Dunlap c/o
              Judyth
      Kerlin
              7165
      E. Louisiana Ave
              Denver,
      CO 80224
            -0-
            -0-
            461,520(12)
            3.5%Lee
      Family Partnership(13)
              1708
      Essex Court
              St.
      Charles, IL 60174
            -0-
            -0-
            279,710
            2.1%Candace
      Thoke
              4N235
      Wildrose Road
              St.
      Charles, IL 60174
            -0-
            -0-
            279,710(14)
            2.1%All
      officers and directors as a group (3 persons)
            1,015,000
            50.8%
            11,184,856(5)(9)
            88.2%




(1)
            Where
      persons listed on this table have the right to obtain additional shares of
      Common Stock through the conversion of convertible securities within 60
      days from January 24, 2008, these additional shares are deemed to be
      outstanding for the purpose of computing the percentage of common stock
      owned by such persons, but are not deemed to be outstanding for the
      purpose of computing the percentage owned by any other
      person.  Conversion of the Convertible Notes cannot occur since
      all of the authorized stock in the Company is issued and
      outstanding.  Thus, the percentages under the heading “Percent
      of Shares Outstanding for the Special Meeting” is based on 2,000,000
      shares of Common Stock outstanding as of January 24, 2008 and does not
      include any conversion of the Convertible
Notes.


(2)
            To
      the Company’s knowledge, except as set forth in the footnotes to this
      table and subject to applicable community property laws, each person named
      in the table has sole voting and investment power with respect to the
      shares set forth opposite such person’s
name.


(3)
            Conversion
      of the Convertible Notes cannot occur since all of the authorized Common
      Stock is issued and outstanding.  The percentages under the
      heading “Percent beneficially owned after Amendment to Articles of
      Incorporation” is based on the conversion all outstanding Convertible
      Notes, including accrued interest owing as of December 31, 2007, into
      Common Stock at the conversion price of $0.10 per share of Common
      Stock.  There would be 13,305,800 shares of common stock issued
      and outstanding assuming the conversion of all Convertible Notes into
      common stock of the Company, to reflect the sum of 2,000,000 shares of
      common stock outstanding December 31, 2007 and 11,305,800 shares issued
      upon conversion.


(4)
            Mr.
      Dunlap is a beneficiary of the estate of Bertha Marie Dunlap, but he is
      not the executor of the estate.  Bertha Marie Dunlap’s estate is
      the holder of a Convertible Note that is convertible into 461,520 shares
      of Common Stock at $0.10 per share.  Mr. Dunlap disclaims
      beneficial ownership of the shares issuable to Ms. Dunlap’s
      estate.


(5)
            Includes
      9,462,950 shares issuable upon conversion of Convertible Notes at $0.10
      per share.


(6)
            Jeffrey
      L. Lee, Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette M.
      Johnson and Janice M. Atkins are general partners of AMI
      Associates.


(7)
            Affiliated
      Mining, Inc (“Affiliated Mining”) is a private company owned by Jeffrey L.
      Lee, Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette M. Johnson,
      and Janice M. Atkins.  Jeffrey L. Lee, Steven R. Lee and
      Claudette K. Lee are officers and directors of Affiliated
      Mining.


(8)
            Includes
      1,002,860 shares issuable upon conversion of Convertible Notes at $0.10
      per share.


(9)
            Includes
      507,500 shares held by AMI Associates, 279,710 shares issuable upon
      conversion of a Convertible Note held by the Lee Family Partnership, and
      1,002,860 shares issuable upon conversion of Convertible Notes at $0.10
      per share held by Affiliated
Mining.






14


(10)
            Includes
      49,380 shares issuable upon conversion of a Convertible Note at $0.10 per
      share, 507,500 shares held by AMI Associates, 279,710 shares issuable upon
      conversion of a Convertible Note at $0.10 per share held by the Lee Family
      Partnership, 1,002,860 shares issuable upon conversion of Convertible
      Notes at $0.10 per share held by Affiliated
  Mining.


(11)
            Includes
      49,380 shares issuable upon conversion of a Convertible Note at $0.10 per
      share, 507,500 shares held by AMI Associates, 279,710 shares issuable upon
      conversion of a Convertible Note held by the Lee Family Partnership, and
      1,002,860 shares issuable upon conversion of Convertible Notes at $0.10
      per share held by Affiliated
Mining.


(12)
            Includes
      461,520 shares issuable upon conversion of a Convertible Note at $0.10 per
      share.


(13)
            The
      Lee Family Partnership is owned by Jeffrey L. Lee, Steven R. Lee, Douglas
      K. Lee, Claudette K. Lee, Jeanette M. Johnson, Janice M. Atkins, and
      Candace K. Thoke.


(14)
            Includes
      279,710 shares issuable upon conversion of a Convertible Note at $0.10 per
      share held by the Lee Family
Partnership.





Changes
of Control





Conversion
of the Convertible Notes cannot occur since all of the authorized stock in the
Company is issued and outstanding.  Approval by the shareholders to
increase the number of authorized shares and decrease the par value per share is
required before conversion would be possible.  Additionally, an
election to convert the Convertible Notes by the holders would be
required.





Equity
Compensation Plans





The
Company has no equity compensation plan under which equity securities of the
Company are authorized for issuance.





Item
12.                                Certain Relationships and Related
Transactions, and Director Independence.





Loans
Made by Shareholders/Affiliates.





From 1987
through December 31, 2007, we entered into various borrowing, expense and
deferral arrangements involving officers, directors and other affiliated persons
or entities owned or controlled by officers and/or directors, in exchange for
which we issued the Convertible Notes.  The Convertible Notes accrue
interest at 12% per annum and are convertible into shares of the Company’s
common stock at a price to be determined by our Board of
Directors.  The conversion price shall not be more than $0.10 per
share.





The
holders of the Convertible Notes are affiliates of the
Company.  Bertha Marie Dunlap, deceased, is the mother of Robert W.
Dunlap, the President and a director of the Company.  Affiliated
Mining, Inc. is a private company owned by Jeffery L. Lee, Steven R. Lee,
Douglas K. Lee, Claudette K. Lee, Jeanette M. Johnson and Janice M.
Atkins.  Jeffery L. Lee, Steven R. Lee, Douglas K. Lee, Claudette K.
Lee, Jeanette M. Johnson, and Janice M. Atkins are General Partners of AMI
Associates.  In addition to being officers and directors of the
Company and General Partners of AMI Associates, Jeffrey L. Lee, Steven R. Lee,
and Claudette K. Lee, are also officers and directors of Affiliated Mining,
Inc.





The
following table sets forth the amount of Convertible Notes, including accrued
interest, payable to each related partyas of December 31 of the
following years:





Convertible Note Holder
            2007
            2006
            2005
            2004
            2003
            2002Robert
      W. Dunlap
            $946,295
            $677,881
            $621,178
            $562,587
            $459,391
            $416,148Affiliated
      Mining, Inc.
            100,286
            89,541
            79,947
            71,382
            63,734
            56,905Estate
      of Bertha Dunlap
            46,152
            41,207
            36,792
            32,850
            29,330
            26,188Lee
      Family Partnership
            27,971
            24,974
            22,298
            19,909
            17,776
            15,871Douglas
      K Lee
            4,938
            4,409
            3,937
            3,515
            3,138
            2,802Janice
      Atkins
            4,938
            4,409
            3,937
            3,515
            3,138
            2,802Total
            $1,130,580
            $842,421
            $768,089
            $693,758
            $576,507
            $520,716







15


The
Convertible Notes were reissued on January 1, 2002, extending the maturity date
to January 1, 2004.  The Convertible Notes were reissued again on
January 1, 2004, further extending the maturity date to January 1,
2007.  The Convertible Notes were reissued again on January 1, 2007 as
demand notes, with all principal and interest due on December 31, 2007, if not
sooner paid.





The
January 1, 2007 reissued Convertible Notes included additions to principal based
upon cash advances made, unreimbursed expenses paid, and fees earned for
services rendered by Robert W. Dunlap during the interim
periods.  Robert W. Dunlap’s January 1, 2007 reissued Convertible
Notes included additions of $66,000 for cash advances made, $21,456 for
unreimbursed expenses paid, and $41,111 for fees earned.  Robert W.
Dunlap’s January 1, 2007 reissued Convertible Notes representing accrued
interest included additions of $33,197, representing interest accrued at the
rate of 12% per annum on the cash advances, unreimbursed expenses, and fees
earned during the interim periods.





The
January 1, 2007 reissued Convertible Notes were due on December 31, 2007 and we
are currently past due on the Convertible Notes.  Since we are
past due on the Convertible Notes, by their terms, we are liable for the
costs of collection of the Convertible Notes, not to exceed 15% of the unpaid
balance of the notes.  Given our history with the Convertible
Noteholders, we believe that we will be able to resolve any issue regarding the
past due status of the notes by working with the noteholders and or paying the
balance due on the notes.





Conversion
of the Convertible Notes cannot occur since all of the authorized stock in the
Company is issued and outstanding.  Approval by the shareholders to
reorganize and restructure the equity in the Company and thereby increase the
number of authorized shares and decrease the par value per share is required
before conversion would be possible.  Additionally, an election to
convert the Convertible Notes by the noteholders would be
required.  The Convertible Notes were issued in reliance on Section
4(2) of the Securities Act of 1933, as amended.





Loan
Agreement





On
January 11, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with
Robert W. Dunlap, President, Chief Executive Officer, Chief Financial Officer,
Treasurer and Director of the Company, under which Mr. Dunlap agreed to provide
us with a revolving line of credit for our short term cash requirements, secured
by with a first priority interest in all of the Company’s
assets.  Advances under the Loan Agreement are subject to Mr. Dunlap’s
sole discretion.  Interest on any advanced funds under the Loan
Agreement accrues at the rate of twelve percent (12%)
annually.  Additionally, we must pay a facility fee in the amount of
five percent (5%) of any advances under the Loan Agreement.  The Loan
Agreement is terminable at will by Mr. Dunlap.





Under the
Loan Agreement, Mr. Dunlap advanced us $30,000 on January 11, 2007 and we issued
a promissory note in that amount to Mr. Dunlap, due and payable on December 31,
2007.  We are currently past due on the January 11, 2007
promissory note.  Since we are past due, the interest rate on the
note has changed to the prime rate, as reported in the Wall Street Journal, plus
six percent (6%).  As of February 13, 2008, the prime rate reported in
the Wall Street Journal was six percent (6%), meaning the interest rate on
the past due note is twelve percent (12%).  Under the terms of
the past due note, Mr. Dunlap has the option to increase the interest rate to a
higher rate of his choosing; however, he has not elected to change the default
rate applicable to the January 11, 2007 promissory note.





Also,
under the Loan Agreement, Mr. Dunlap advanced us $15,000 on May 2, 2007, $30,000
on July 18, 2007, and $70,000 on November 9, 2007, all of which is due upon
demand.  We issued promissory notes on May 2, 2007, July 18, 2007, and
November 9, 2007 in those amounts.  These notes are not in default
because no demand for payment has been made.







16


Property
Sale





As a
condition imposed by Talisker Realty to Closing of the Project “A” Letter
Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
are required to enter into the Project “B” Letter Agreement.  Under
the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
into a joint venture with Tuhaye LLC, a Delaware limited liability company, with
respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
right, title and interest in approximately 40 acres of land in Wasatch County,
Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
subsidiary of Talisker.





Under the
Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture
entity to be formed by Robert Dunlap and Kathy Dunlap and
Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the
joint venture entity and Tuhaye will own the remaining 50%
interest.  The joint venture entity will be managed and operated by
three managers consisting of two selected by Tuhaye and one selected by Robert
Dunlap and Kathy Dunlap.





The
Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
cancellation of a note in the amount of $48,540.  The deemed value
under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
reflects an increase in real property values in the Wasatch County market since
1991, physical and legal road access and water rights acquired by Robert Dunlap
and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
engineering and development work with Wasatch County.





Within 18
months of closing of the Project “B” Letter Agreement, Tuhaye is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Tuhaye is also responsible for
obtaining financing necessary for development of the Project “B” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Tuhaye will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “B” Acreage
and  (ii) a branding fee of eighteen percent (18%) of the actual
retail sales price of all lots, parcels, homes and improvements sold from the
Project “B” Acreage.





The
Company’s disinterested directors determined that the Project “B” Letter
Agreement transaction is fair and reasonable and approved the Project “B” Letter
Agreement transaction, effective August 15, 2007.  See Item
1.  “Description of Business – Business Development – Sale of Property
– Project “C” Letter Agreement.”





Director
Independence





Our
common stock is not traded on any exchange.  As such, we are not
currently subject to corporate governance standards of listed companies, which
require, among other things, that the majority of the board of directors be
independent.





We
presently do not have an audit committee, compensation committee, nominating
committee, executive committee of our Board of Directors, stock plan committee
or any other committees.








Item
13.                                Exhibits.





Regulation
              S-B
              Number
            Exhibit3.1
            Articles
      of Incorporation of the Company as Amended on October 21, 1983
      (1)3.2
            Bylaws
      (2)10.1
            Convertible
      Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2002
      (3)10.2
            Convertible
      Promissory Notes issued to Robert W. Dunlap dated January 1, 2002
      (3)






17


Regulation
              S-B
              Number
            Exhibit


10.3
            Convertible
      Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2002
      (3)10.4
            Convertible
      Promissory Note issued to Lee Family Partnership dated January 1, 2002
      (3)10.5
            Convertible
      Promissory Note issued to Douglas K. Lee dated January 1, 2002
      (3)10.6
            Convertible
      Promissory Note issued to Janice Atkins dated January 1, 2002
      (3)10.7
            Convertible
      Promissory Note issued to Park-Premier Mining Company dated January 1,
      2002 (3)10.8
            Convertible
      Promissory Note issued by Park Cummings Mining Company to Park-Premier
      Mining Company dated January 1, 2004 (4)10.9
            Convertible
      Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2004
      (4)10.10
            Convertible
      Promissory Notes issued to Robert W. Dunlap dated January 1, 2004
      (4)10.11
            Convertible
      Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2004
      (4)10.12
            Convertible
      Promissory Note issued to Lee Family Partnership dated January 1, 2004
      (4)10.13
            Convertible
      Promissory Note issued to Douglas K. Lee dated January 1, 2004
      (4)10.14
            Convertible
      Promissory Note issued to Janice Atkins dated January 1, 2004
      (4)10.15
            Convertible
      Promissory Note issued by Park Cummings Mining Company to Park-Premier
      Mining Company dated January 1, 2007 (4)10.16
            Convertible
      Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2007
      (4)10.17
            Convertible
      Promissory Notes issued to Robert W. Dunlap dated January 1, 2007
      (4)10.18
            Convertible
      Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2007
      (4)10.19
            Convertible
      Promissory Note issued to Lee Family Partnership dated January 1, 2007
      (4)10.20
            Convertible
      Promissory Note issued to Douglas K. Lee dated January 1, 2007
      (4)10.21
            Convertible
      Promissory Note issued to Janice Atkins dated January 1, 2007
      (4)10.22
            Loan
      Agreement between Park-Premier Mining Company and Robert W. Dunlap dated
      January 11, 2007 (4)10.23
            Promissory
      Note issued to Robert W. Dunlap dated January 11, 2007
  (4)10.24
            Letter
      Agreement dated February 15, 2007 between Park-Premier Mining Company and
      Talisker Realty Limited (4)10.25
            Letter
      Agreement dated February 15, 2007 between Robert and Kathy Dunlap and
      Tuhaye LLC (4)10.26
            Letter
      Agreement dated February 15, 2007 between Park-Premier Mining Company and
      Ranch 248 LLC (4)10.27
            Promissory
      Note issued to Robert W. Dunlap dated May 2, 200710.28
            Promissory
      Note issued to Robert W. Dunlap dated July 18,
  2007


10.29
            Promissory
      Note issued to Robert W. Dunlap dated November 9, 200716.1
            Letter
      from Miller and McCollom (5)21
            Subsidiaries
      of Registrant (3)31.1
            Rule
      13a-14(a) Certification32.1
            Certification
      Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002




(1)
            Incorporated
      by reference to the exhibits to the registrant's annual report on Form
      10-KSB for the year ended December 31, 1983, file number
      000-16736.


(2)
            Incorporated
      by reference to the exhibits to the registrant's annual report on Form
      10-KSB for the year ended December 31, 1987, file number
      000-16736.


(3)
            Incorporated
      by reference to the exhibits to the registrant's annual report on Form
      10-KSB for the year ended December 31, 2001, file number
      000-16736.


(4)
            Incorporated
      by reference to the exhibits to the registrant's annual report on Form
      10-QSB for the three months ended March 31, 2003, file number
      000-16736.


(5)
            Incorporated
      by reference to the exhibit to the registrant's current report on Form 8-K
      dated October 19, 2006, filed October 20, 2006, file number
      000-16736.








18


Item
      14.
            Principal
      Accountant Fees and Services.





The fees
billed for professional services rendered by our principal accountant Ehrhardt
Keefe Stiener & Hottman PC are as follows:





Fiscal
      Year
            Audit
      Fees
            Audit-Related
      Fees
            Tax
      Fees
            All
      Other Fees2007
            $23,000
            -
            -
            -2006
            $63,290
      (1)
            -
            -
            -






(1)
            Represents
      cumulative fees billed in 2006 and 2007 of $27,690 and $35,600,
      respectively, related to the audit of our financial statements for fiscal
      years 2006, 2005, 2004 and 2003.





There
were no fees billed for services reasonably related to the performance of the
audit or review of our financial statements outside of those fees disclosed
above under “Audit Fees” for fiscal years 2007 and 2006.  There were
no other fees, other than those described above.





Pre-Approval
Policies and Procedures





Prior to
engaging our accountants to perform a particular service, our board of directors
obtains an estimate for the service to be performed.  The board of
directors in accordance with procedures for the company approved all of the
services described above.





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.




PARK-PREMIER MINING
      COMPANYDated: 
      February 19,
      2008
              By:
              /s/ Robert
      W. DunlapRobert W. Dunlap, President





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




Signature
              
              Title
              
              Date/s/
      Robert W. Dunlap
              
              President, and
      Director
                (Principal Executive, Financial, and Accounting
      Officer)
              
              February 19, 2008Robert
      W. Dunlap/s/
      Jeffrey L. Lee
              
              Vice
      President and Director
              
              February
      19, 2008Jeffrey
      L. LeeSecretary,
      Treasurer and DirectorSteven
      R. Lee





19



































FINANCIAL
STATEMENTS





AND





INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS’ REPORT








PARK-PREMIER
MINING COMPANY





December
31, 2007 and 2006





PARK-PREMIER
MINING COMPANY














C
O N T E N T S














PageIndependent
      Registered Public Accountants’ Report
            F-1Consolidated
      Balance Sheets
            F-2Consolidated
      Statements of Operations
            F-3Consolidated
      Statements of Stockholders’ Deficit
            F-4Consolidated
      Statements of Cash Flows
            F-5Notes
      to Consolidated Financial Statements
            F-6
      to F-12

















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM














Board of
Directors and Stockholders


Park-Premier
Mining Company


Evergreen,
Colorado





We have
audited the accompanying consolidated balance sheets of Park-Premier Mining
Company as of December 31, 2007 and 2006, and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for
the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Park-Premier Mining
Company as of December 31, 2007 and 2006, and the consolidated results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has experienced circumstances which raise substantial
doubt about its ability to continue as a going concern.  Management’s
plans regarding those matters also are described in Note 2.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.










Ehrhardt Keefe Steiner & Hottman
PC





February
19, 2008


Denver,
Colorado







PARK-PREMIER
MINING COMPANY





Consolidated
Balance Sheets








December 31,2007
            
            
            2006ASSETSCURRENT
      ASSETSCash
            
            $
            4,071
            
            
            $
            127Other current
      assets
            
            
            486
            
            
            
            464Total current
    assets
            
            
            4,557
            
            
            
            591Land
      and mining claims
            
            
            160,307
            
            
            
            160,307Total assets
            
            $
            164,864
            
            
            $
            160,898LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
payable
            
            $
            91,704
            
            
            $
            51,939Accounts payable –
      officer
            
            
            20,997
            
            
            
            128,567Accrued interest – related
      parties
            
            
            128,656
            
            
            
            261,452Notes payable -
      officer
            
            
            145,000
            
            
            
            —Convertible notes payable –
      related parties
            
            
            1,009,446
            
            
            
            619,427Total current
      liabilities
            
            
            1,395,803
            
            
            
            1,061,385Conversion
      liability – related parties
            
            
            7,430,299
            
            
            
            7,360,291Total liabilities
            
            
            8,826,102
            
            
            
            8,421,676COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      DEFICITCommon stock, par value $0.25,
      2,000,000 sharesauthorized, issued and
      outstanding
            
            
            500,000
            
            
            
            500,000Discount on common
      stock
            
            
            (146,250
            )
            
            
            (146,250
            )Additional paid-in
      capital
            
            
            505,656
            
            
            
            505,656Accumulated
    deficit
            
            
            (9,520,644
            )
            
            
            (9,120,184
            )(8,661,238
            )
            
            
            (8,260,778
            )Total liabilities and
      stockholders’ deficit
            
            $
            164,864
            
            
            $
            160,898








See notes
to the consolidated financial statements.
 
 F-2
 
 PARK-PREMIER
MINING COMPANY





Consolidated
Statements of Operations








Year Ended December 31,2007
            
            
            2006EXPENSESGeneral and
      administrative
            
            $
            22,743
            
            
            $
            31,247Professional
    fees
            
            
            172,536
            
            
            
            72,736Property tax
      expense
            
            
            6,517
            
            
            
            7,486Loss from
    operations
            
            
            (201,796
            )
            
            
            (111,469
            )OTHER
      INCOME (EXPENSE)Interest
expense
            
            
            (128,656
            )
            
            
            (99,699
            )Change in fair value of
      conversion liability
            
            
            (70,008
            )
            
            
            (3,552,823
            )Net
      loss before income taxes
            
            
            (400,460
            )
            
            
            (3,763,991
            )Provision
      for income taxes
            
            
            —
            
            
            
            —Net
      loss
            
            $
            (400,460
            )
            
            $
            (3,763,991
            )Net
      loss per share
            
            $
            (0.20
            )
            
            $
            (1.88
            )Weighted
      average shares outstanding
            
            
            2,000,000
            
            
            
            2,000,000











See notes
to the consolidated financial statements.
 
 F-3
 
 PARK-PREMIER
MINING COMPANY








Consolidated
Statements of Stockholders’ Deficit


DiscountOn
            
            
            Additional
            
            
            
            
            
            TotalCommon Stock
            
            
            Common
            
            
            Paid-In
            
            
            Accumulated
            
            
            Stockholders’Shares
            
            
            Amount
            
            
            Stock
            
            
            Capital
            
            
            Deficit
            
            
            DeficitBalance,
      December 31, 2005
            
            
            2,000,000
            
            
            
            500,000
            
            
            
            (146,250
            )
            
            
            505,656
            
            
            
            (5,356,193
            )
            
            
            (4,496,787
            )Net loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (3,763,991
            )
            
            
            (3,763,991
            )Balance,
      December 31, 2006
            
            
            2,000,000
            
            
            
            500,000
            
            
            
            (146,250
            )
            
            
            505,656
            
            
            
            (9,120,184
            )
            
            
            (8,260,778
            )Net loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (400,460
            )
            
            
            (400,460
            )Balance,
      December 31, 2007
            
            
            2,000,000
            
            
            $
            500,000
            
            
            $
            (146,250
            )
            
            $
            505,656
            
            
            $
            (9,520,644
            )
            
            $
            (8,661,238
            )





See notes
to the consolidated financial statements.
 
 F-4
 
 PARK-PREMIER
MINING COMPANY





Consolidated
Statements of Cash Flows








Year Ended December 31,2007
            
            
            2006Cash
      flows from operating activities:Net loss
            
            $
            (400,460
            )
            
            $
            (3,763,991
            )Adjustments to reconcile net
      loss to net cash provided
              (used) by operating
      activities:Change in value of conversion
      liability
            
            
            70,008
            
            
            
            3,552,823Changes in operating assets
      and liabilities:Accounts
    payable
            
            
            39,765
            
            
            
            33,514Accrued interest – related
      parties
            
            
            128,656
            
            
            
            99,699Accounts payable –
      officer
            
            
            20,997
            
            
            
            78,921Other current
      assets
            
            
            (22
            )
            
            
            (29
            )Total
    adjustments
            
            
            259,404
            
            
            
            3,764,928Net
      cash (used in) provided by operating activities
            
            
            (141,056
            )
            
            
            937Cash
      flows from investing activities:Investment in land and mining
      claims
            
            
            —
            
            
            
            (9,000
            )Net
      cash used in investing activities
            
            
            —
            
            
            
            (9,000
            )Cash
      flows from financing activities:Proceeds from note payable -
      officer
            
            
            145,000
            
            
            
            —Net
      cash provided by financing activities
            
            
            145,000
            
            
            
            —Net
      increase (decrease) in cash
            
            
            3,944
            
            
            
            (8,063
            )Cash,
      beginning of year
            
            
            127
            
            
            
            8,190Cash,
      end of year
            
            $
            4,071
            
            
            $
            127Supplemental
      disclosure of noncash financing activities:The
      Company converted accounts payable – officer and accrued interest –
      related parties,
              totaling
      $390,019, into convertible notes payable – related parties on January 1,
      2007.





See notes
to the consolidated financial statements.
 
 F-5
 
 PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements





Note
1 – Summary of Significant Accounting Policies





Organization





Park-Premier
Mining Company’s principal business activity since its organization in 1907 has
been the exploration of its mining properties.  These properties
consist of partially explored mining claims located in mineralized
areas.  Current operations have diversified the direction of the
Company to include the acquisition, holding, and sale of real
property.





Basis
of Consolidation





The
consolidated financial statements include the accounts of the Company and its
51% owned subsidiary, Park-Cummings Mining Company.  All significant
intercompany transactions and account balances have been
eliminated.  Park-Cummings Mining Company owed $776,636 and $652,646
to the Company at December 31, 2007 and 2006.





No
minority interest is recorded because the subsidiary is indebted to the parent
in an amount in excess of the net assets of the subsidiary.  In the
event that the subsidiary realizes from sales of assets an amount in excess of
the amount due the parent, a minority interest may exist.





Use
of Estimates





The
preparation of the Company’s financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in these financial statements and
accompanying notes.  Actual results could differ from those
estimates.





Among the
more sensitive estimates reflected in the accompanying financial statements is
the Company’s valuation of their common stock, which impacts the fair value of
their conversion liability.  Such valuation involves a high degree of
judgment and uncertainty.  While management believes the estimates of
fair value are reasonable, future sales of equity interests in the Company could
provide evidence that the estimated fair values should be reassessed and
possibly revised.





Cash
and Cash Equivalents





The
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents.  There were no cash
equivalents as of December 31, 2007 or 2006, respectively.





Earnings
(Loss) Per Share





Earnings
(loss) per share of common stock is computed by dividing net income (loss) by
2,000,000 weighted average number of common shares outstanding during the years
ended December 31, 2007 and 2006, respectively.  As discussed in Note
4, the Company has issued convertible notes, which can be converted into common
stock (approximately 11,305,800 and






F-6


PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements


8,424,210
shares at December 31, 2007 and 2006, respectively) upon an increase in the
Company’s authorized stock (all authorized stock of the Company is currently
outstanding).  These shares have not been considered in the
calculation of earnings (loss) per share because doing so would be
anti-dilutive.





Fair
Value of Financial Instruments





The
Company considers that the carrying amount of financial instruments, including
accounts


payable
and accrued liabilities, approximate fair value due to their short-term
maturity.





Valuation
of Long-Lived Assets





The
Company reviews its long-lived assets for impairment, whenever events or changes
in circumstances indicate that the carrying amount may not be
recovered.  The Company looks primarily to the estimated undiscounted
cash flows in its assessment of whether or not long-lived assets have been
impaired.  The Company determined that there was no impairment of its
long-lived assets as of December 31, 2007 and 2006, respectively.





Fair
Value of Conversion Liability - Related Parties





The
Company accounts for convertible debt issued in connection with financing
activities in accordance with SFAS No.  133, Accounting for Derivative
Instruments and Hedging Activities, and EITF Issue 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.  EITF 00-19 provides that derivatives should be
classified as either equity or a liability.  If the derivative is
determined to be a liability, the liability is fair valued each reporting period
with the changes recorded to the consolidated balance sheets and consolidated
statements of operations.  The Company has determined that the
embedded conversion option associated with the related party convertible notes
payable qualifies as a liability under EITF 00-19 and is subject to bifurcation
from the host, as an insufficient number of authorized shares exist to settle
any conversion of such notes.





Recently
Issued Accounting Standards





In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No.  157, Fair Value Measurements,which establishes a fair value hierarchy to measure assts and
liabilities, and expands disclosures about fair value
measurements.  SFAS No.  157 does not require any new fair
value measurements, but provides guidance on how to measure fair value by
providing a fair value hierarchy used to classify the source of the
information.  This statement is effective for fiscal years beginning
after November 15, 2007.  The Company is currently evaluating the
potential impact, if any, of the adoption of SFAS 157 on the Company’s
financial statements.





In
February 2007, the FASB issued SFAS No.  159, The Fair Value Option for Financial
Assets and Financial Liabilities- including an Amendment of FASB Statement
No.  115 (SFAS 159) which allows an entity to choose to measure
certain financial instruments and liabilities at fair




F-7





PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements




value.  Subsequent
measurements for the financial instruments and liabilities an entity elects to
fair value will be recognized in earnings.  SFAS 159 also establishes
additional disclosure requirements.  SFAS 159 is effective for fiscal
years beginning after November 15, 2007, with early adoption permitted
provided that the entity also adopts SFAS No.  157.  The
Company is currently evaluating whether to adopt SFAS 159 and, if adopted, the
impact of such adoption.





In
December 2007, the FASB issued SFAS No.  141 (revised 2007),
Business Combinations
(SFAS 141R), which replaces FASB Statement
No.  141.  SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any non
controlling interest in the acquiree and the goodwill acquired, and a
establishes that acquisition costs will be generally expensed as
incurred.  This statement also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination.  SFAS 141R is effective as of the beginning
of an entity’s fiscal year that begins after December 15, 2008, which will
be the Company’s year beginning January 1, 2009.  The Company is
currently evaluating the potential impact, if any, of the adoption of
SFAS 141R on the Company’s financial statements.





Recently
Adopted Accounting Standards





On
January 1, 2007, the Company adopted the provisions of the FASB issued
Interpretation No.  48 (FIN 48),Accounting for Uncertainty in
Income Taxes--an interpretation of FASB Statement No.  109,which provides a financial
statement recognition threshold and measurement attribute for a tax position
taken or expected to be taken in a tax return.  Under FIN 48, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the
position.  The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate
settlement.  FIN 48 also provides guidance on derecognition of income
tax assets and liabilities, classification of current and deferred income tax
assets and liabilities, accounting for interest and penalties associated with
tax positions, and income tax disclosures.  There was no financial
statement impact to the Company as a result of the adoption.





Income
Taxes





The
Company records deferred taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No.  109, "Accounting for Income
Taxes."  The statement requires recognition of deferred tax assets and
liabilities for temporary differences between the tax bases of assets and
liabilities and the amounts at which they are carried in the financial
statements, based upon the enacted tax rates in effect for the year in which the
differences are expected to reverse.  A valuation allowance is
established when necessary to reduce deferred tax assets to the amount expected
to be realized.





Other





The
Company has no advertising expenses and paid no dividends during the periods
presented.









PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements


Note
2 – Basis of Presentation





The
accompanying consolidated financial statements have been prepared assuming the
Company continues as a going concern.  The Company has not generated
revenue from operations for many years.  In order to maintain the
Company’s existence, a major stockholder of the Company and an Officer of the
Company have loaned the Company funds for working capital.  As
discussed in Note 4, the Company has convertible notes payable in the amount of
$1,009,446 that were rewritten on January 1, 2007, and become due December 31,
2007.  Without such funding from the major stockholders and rewriting
of the convertible notes payable to extend the maturity date of these notes, the
Company could not continue to exist.  However, there can be no
assurance that funding from these sources will continue in the future or the
Company will have sufficient funds to develop its properties.





As of
December 31, 2007, the outstanding principal of the convertible notes payable
and related accrued interest are past due.





Note 3–Common Capital Stock





In
accordance with its Articles of Incorporation, the Company received mines and
mining claims and services, primarily developed costs, on March 6, 1928, in full
payment for its 2,000,000 shares of common capital stock.  The mines
and mining claims acquired in 1928 were recorded on the Company’s books at the
par value of the shares issued less a discount on the common
stock.  The Company’s shares are assessable and there are no unpaid
assessments at December 31, 2007.





Note
4 – Convertible Notes Payable - Related Parties





Convertible
notes payable were issued by the Company with a conversion price to be
determined by the Board of Directors, except that the conversion price shall not
be more than $.10 per share.  All notes, including accrued interest,
were originally issued in 2001 and were rewritten on January 1, 2002, 2004, and
2007, and are due December 31, 2007.  The notes, as rewritten, call
for payment of both principal and interest upon maturity and accrue interest at
an annual rate of 12%.  Convertible notes payable are to four
individuals and two entities and total $1,009,446 and $619,427 at December 31,
2007 and 2006, respectively.





The
Company has entered into a transaction that values substantially all of the
Company’s assets: its real estate.  The Company utilized information
that it obtained in its current negotiations as to the fair market value of its
real estate and then, using this value, considered all other financial aspects
of the Company, such as its liabilities and commitments, to determine the
current fair value of the Company and thus the Company’s common
stock.  The Company then undertook a historical study of the changes
that occurred over the past six years as best as it could determine the events
that caused the increase in the value of the Company’s real
estate.  Thus, the Company was able to determine the fair value of its
common stock on a year-by-year basis.







PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements


At
December 31, 2007 and 2006, the outstanding debt and accrued interest totaling
$1,130,580 and $842,421, respectively, could be converted into 11,305,800 and
8,424,210 shares of common stock, respectively, resulting in 13,305,800 and
10,424,210 total shares of common stock outstanding, respectively.





Since the
conversion agreement requires the Company to physically settle the conversions
only by delivering shares, it is assumed that the Company will be required to
net-cash settle the conversion in accordance with EITF 00-19, because the
Company does not have the sufficient amount of authorized stock to satisfy the
conversion.  The Company has recorded a conversion (derivative)
liability estimated at fair value using the Black-Scholes option pricing
model.  At the end of each reporting period, this conversion liability
is fair valued to reflect changes in stock price as calculated above, as well as
in the number of shares that the debt can be converted into.  The
change in the estimated fair value of the conversion liability at the end of
each reporting period has been recognized as a component of other income
(expense).  The estimated fair value of the conversion liability was
$7,430,299 and $7,360,291 at December 31, 2007 and 2006,
respectively.





The
estimated fair value of the conversion liability was determined using the
Black-Scholes formula applying the following assumptions: risk-free interest
rate of 4.81% and 5.00% at December 31, 2007 and 2006, respectively; remaining
contractual term of three months to three years; volatility of 67%; and, an
estimated fair value of the underlying stock of $.76 and $.97 per share at
December 31, 2007 and 2006, respectively.





As of
December 31, 2007, the outstanding principal of the convertible notes payable
and related accrued interest are past due.





Note
5 – Commitments and Contingencies





Condemnation
by the Bureau of Reclamation as part of the Central Utah Project has taken a
material part of the Company’s properties.  As such, the value of the
Company’s remaining land holdings is stated at cost on the Company’s financial
statements.





On
October 31, 2007, the Company was named as a defendant in the civil litigation
named Terry B. Brodkin v. Tuhaye Golf, LLC, et. al. filed in the District Court
of Wasatch County, Utah.  In the lawsuit, the plaintiff seeks to
establish access rights to his landlocked property.  The plaintiff
also seeks damages in the amount of $5.5 million due to an alleged lost sale of
his property caused by being landlocked.  The Company has evaluated
the position of the plaintiff’s land relative the Company’s land and believes
that any access rights that may be granted to the plaintiff will not cross the
Company’s land.  Furthermore, the Company has assessed the probability
of financial loss from this claim as remote.  The ultimate outcome of
this litigation cannot presently be determined and, accordingly, the financial
statements have not been adjusted to allow for a potential loss from the
claim.  The Company intends to vigorously contest the
claim.








F-10
 
 PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements





Note
6 – Related Party Transactions





Funding
of Expenditures





The
Company has not generated revenue from sales for many years.  The cash
requirements of the Company exceed the cash generated by such
sales.  The President of the Company, Robert W. Dunlap, has loaned
money to the Company.  At December 31, 2007 and 2006, amounts due from
the Company to Robert W. Dunlap were $1,129,814 and $760,802, respectively,
which includes accrued interest and the deferral of a portion of the
compensation earned through such dates.  On January 1, 2007, the
related party convertible notes payable were modified and reissued, extending
the maturity date to December 31, 2007.





Additionally
in 2007, the Company issued a promissory note in the amount of $30,000 to Mr.
Dunlap that calls for payment of both principal and interest upon maturity at
December 31, 2007.  As of December 31, 2007, the outstanding principal
and accrued interest on the $30,000 promissory note is past due.  The
past due note accrues interest at a rate of prime (6% at February 13, 2008) plus
6%, or 12%.  Also, Mr. Dunlap made three additional advances to the
Company during 2007 totaling $115,000, for which the Company issued promissory
notes that are due upon demand.  These additional advances are not
considered past due, as no demand for payment has been made.





Note
7 – Income Taxes





Deferred
tax assets on our balance sheet primarily include Federal net operating loss
carryforwards (collectively “NOLs”) which are expected to result in future tax
benefits.  Realization of these NOLs assumes that we will be able to
generate sufficient future taxable income to realize these
assets.  Deferred tax assets also include temporary differences
between the financial reporting basis and the income tax basis of its assets and
liabilities at enacted tax rates expected to be in effect when such assets or
liabilities are realized or settled.





In
assessing the recoverability of deferred tax assets, the Company considers
whether it is more likely that some portion or all of the deferred tax assets
will not be realized.  The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in
which those temporary differences are expected to be deductible.  We
consider the scheduled reversal of deferred tax liabilities, projected future
taxable income and projections for future taxable income over the periods in
which the deferred tax assets are expected to be deductible.





At
December 31, 2007 and 2006, the Company had NOLs of approximately $915,000 and
$513,000, respectively, available to offset future taxable
income.  The Company’s Federal NOLs, if unused, begin to expire from
2012 to 2027.





The
Company has approximately $393,000 and $325,000 of deferred tax assets as of
December 31, 2007 and 2006, respectively, relating primarily to net operating
loss carryforwards.  SFAS 109 requires the future utilization to be
recorded as a deferred tax asset if management believes if




F-11





PARK-PREMIER
MINING COMPANY
 
 Notes
to Consolidated Financial Statements




it is
more likely than not that we will generate future taxable income.  The
Company periodically assesses the realizability of our available NOLs to
determine whether we believe we will generate enough future taxable income to
utilize some portion or all of the available NOLs.  Based upon the
level of historical taxable income and projections for future taxable income
over the periods in which the deferred tax assets are deductible, management
could not conclude that realization of its deferred tax assets at December 31,
2007 and 2006 was more likely than not, and therefore recorded a valuation
allowance to reduce the net deferred tax assets to zero.





The
following table presents the tax effects of temporary differences that give rise
to significant portions of deferred tax assets at December 31:


2007
            
            
            2006Deferred
      tax assets:Net
      operating loss carryforwards
            
            $
            311,229
            
            
            $
            174,400Related
      party payable and accrued interest
            
            
            50,875
            
            
            
            132,606Other
      temporary differences
            
            
            31,015
            
            
            
            17,501$
            393,119
            
            
            $
            324,508Net
      deferred tax asset before valuation allowance
            
            $
            393,119
            
            
            $
            324,508Valuation
      allowance
            
            
            (393,119
            )
            
            
            (324,508
            )Net
      deferred tax asset
            
            $
            —
            
            
            $
            —





Note
8 – Land and Mining Claims





Land and
mining claims are stated at cost as of December 31, 2007 and 2006.





The
Company did not identify sufficient mineral potential to meet the federal
requirements to maintain its unpatented mining claims under the United States
mining laws and therefore the unpatented claims were withdrawn from mineral
entry.





The
Company continues its effort to develop its remaining land holdings, after the
condemnation of the majority of its acreage by the Bureau of
Reclamation.  However, since much of the Company’s land holdings are
“land-locked” due to the encroachment of the Jordanelle Reservoir Project, there
can be no assurance that the Company’s efforts will be
successful.  The Company is pursing a master development plan with
other adjoining landowners.  The Company believes that the fair market
value of its land holdings is greater than their cost.





The
Company entered into two letter agreements in February 2007, pertaining to the
sale and development of its property.  The Company will also share in
the potential future appreciation of portions of the property.  It is
anticipated that the property sale transactions will close in the first quarter
of 2008.