U.S.
Securities and Exchange Commission





Washington,
D.C. 20549





FORM
10-Q





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIES AND
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009





or





 ̈             
TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934





For the
transition period from _____________________





Commission
File No. 333-146163





Osler
Incorporated










(Name of
small business issuer in its charter)




Nevada
            N/A(State
      of Incorporation)
            (I.R.S.
      Employer Identification No.)




1400 Paces Lane, Suite 202,
Woodstock, GA, 30189





(Address
of principal executive offices)





678-481-1600





(Registrant's
telephone number, including area code)








(Former
name, address and fiscal year, if changed since last report)


Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No o


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer  ̈
                      Accelerated filer  ̈
                      Non-accelerated filer  ̈
                        (Do not check if a smaller reporting company)
                      Smaller reporting company x


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


Yes x No  ̈


The
number of shares outstanding of the Registrant's common stock, par value $.001
per share, at May 18, 2009 was 54,800,000 shares.










Part I -
FINANCIAL INFORMATION





Osler
Incorporated





(An
Exploration Stage Company)





Balance
Sheets





As
of March 31, 2009 and June 30, 2008




March
      31,
                              
                              
                              June
      30,2009
                              
                              
                              2008(Unaudited)ASSETSCurrent
      Assets:Cash
                              
                              $
                              -
                              
                              
                              $
                              -Total
      Current Assets
                              
                              
                              -
                              
                              
                              
                              -Total
      Assets
                              
                              $
                              -
                              
                              
                              $
                              -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                              
                              $
                              11,728
                              
                              
                              $
                              500Notes
      payable
                              
                              
                              23,616
                              
                              
                              
                              23,616Total
      Current Liabilities
                              
                              
                              35,344
                              
                              
                              
                              24,116Total
      Liabilities
                              
                              
                              35,344
                              
                              
                              
                              24,116STOCKHOLDERS'
      DEFICITStockholders'
      DeficitCommon
      stock, $0.001 par value, 75,000,000 shares authorized54,800,000
      shares issued and outstanding
                              
                              
                              54,800
                              
                              
                              
                              54,800Additional
      paid in capital
                              
                              
                              (27,000
                              )
                              
                              
                              (27,000
                              )Deficit,
      accumulated during the exploration stage
                              
                              
                              (63,144
                              )
                              
                              
                              (51,916
                              )Total
      Stockholders' Deficit
                              
                              
                              (35,344
                              )
                              
                              
                              (24,116
                              )Total
      Liabilities and Stockholders' Deficit
                              
                              $
                              -
                              
                              
                              $
                              -





The
accompanying notes are an integral part of these financial
statements











Osler
Incorporated





(An
Exploration Stage Company)





Statements
of Operations





For
the three months and nine months ended March 31, 2009 and 2008





and
Period from July 30, 2004 (Inception) through March 31, 2009





(Unaudited)





Three Months
                                  
                                  
                                  Nine Months
                                  
                                  
                                  Three Months
                                  
                                  
                                  Nine Months
                                  
                                  
                                  InceptionEnded
                                  
                                  
                                  Ended
                                  
                                  
                                  Ended
                                  
                                  
                                  Ended
                                  
                                  
                                  through03/
      31/09
                                  
                                  
                                  03/31/09
                                  
                                  
                                  03/31/08
                                  
                                  
                                  03/31/08
                                  
                                  
                                  03/31/09Costs
      and Expenses:Mineral
      exploration
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  
                                  
                                  $
                                  750
                                  
                                  
                                  $
                                  4,250General
      and administrative
                                  
                                  
                                  2,332
                                  
                                  
                                  
                                  11,228
                                  
                                  
                                  
                                  (6,084
                                  )
                                  
                                  
                                  31,146
                                  
                                  
                                  
                                  58,894Loss
      from operations
                                  
                                  
                                  (2,332
                                  )
                                  
                                  
                                  (11,228
                                  )
                                  
                                  $
                                  (6,084
                                  )
                                  
                                  $
                                  (31,896
                                  )
                                  
                                  
                                  (63,144
                                  )Net
      loss
                                  
                                  $
                                  (2,332
                                  )
                                  
                                  $
                                  (11,228
                                  )
                                  
                                  $
                                  (6,084
                                  )
                                  
                                  $
                                  (31,896
                                  )
                                  
                                  $
                                  (63,144
                                  )Net
      loss per shareBasic
      and Diluted
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )Weighted
      average number of sharesBasic
      and diluted
                                  
                                  
                                  54,800,000
                                  
                                  
                                  
                                  54,800,000
                                  
                                  
                                  
                                  54,800,000
                                  
                                  
                                  
                                  54,800,000





The
accompanying notes are an integral part of these financial
statements











Osler
Incorporated





(An
Exploration Stage Company)





Statements
of Cash Flows





For
the nine months ended March 31, 2009 and 2008





and
Period from July 30, 2004 (Inception) through March 31, 2009





(Unaudited)




Nine
      Months
                                            
                                            
                                            Nine
      Months
                                            
                                            
                                            InceptionEnded
                                            
                                            
                                            Ended
                                            
                                            
                                            throughMarch 31, 2009
                                            
                                            
                                            March 31, 2008
                                            
                                            
                                            March 31, 2009Cash
      flows from operating activities:Net
      loss
                                            
                                            $
                                            (11,228
                                            )
                                            
                                            $
                                            (31,896
                                            )
                                            
                                            $
                                            (63,144
                                            )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            170Impairment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            3,565
                                            
                                            
                                            
                                            3,565Net
      change in:Accounts
      payable and accrued liabilities
                                            
                                            
                                            11,228
                                            
                                            
                                            
                                            (3,354
                                            )
                                            
                                            
                                            11,728Cash
      flows used in operating activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (31,685
                                            )
                                            
                                            
                                            (47,681
                                            )Cash
      flows used in investing activities:Purchase of property and
      equipment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (3,735
                                            )Cash flows used in investing
      activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (3,735
                                            )Cash
      flows from financing activities:Proceeds
      from Notes Payable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            7,516
                                            
                                            
                                            
                                            -Cash
      received from shareholder advances
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            23,616Cash
      received from common stock
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            27,800Cash
      flows provided by financing activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            7,516
                                            
                                            
                                            
                                            51,416Net
      increase (decrease) in cash
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (24,169
                                            )
                                            
                                            
                                            -Cash, beginning of period
                                            
                                            
                                            -
                                            
                                            
                                            
                                            24,169
                                            
                                            
                                            
                                            -Cash,
      end of period
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Supplementary
      Cash Flow InformationInterest
      Paid
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Income
      Taxes Paid
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -





The
accompanying notes are an integral part of these financial
statements











Osler
Incorporated





(An
Exploration Stage Company)





Notes
to Financial Statements





March
31, 2009





(Unaudited)




Note
      1
                Nature
      and Continuance of
Operations





The
Company was incorporated in the State of Nevada on July 30, 2004  to pursue
mineral exploration.





These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year.  Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.  At March 31, 2009, the Company had not yet achieved
profitable operations, has accumulated losses of $63,144 since its inception,
has working capital deficit of $35,344, and expects to incur further losses in
the development of its business, all of which casts substantial doubt about the
Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management has no formal plan in place to address this
concern but considers that the Company will be able to obtain additional funds
by equity financing and/or related party advances, however there is no assurance
of additional funding being available.




Note
      2
                Basis
      of Presentation





The
accompanying financial statements, which should be read in conjunction with the
financial statements and footnotes included in the Company's Form 10-K for the
year ended June 30, 2008 filed with the Securities and Exchange Commission, are
unaudited, but have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included.





Operating
results for the three and nine months ended March 31, 2009 are not necessarily
indicative of the results that may be expected for the full year ending June 30,
2009.




Item
2: Management's Discussion and Analysis of Financial Condition and Results of
Operations





Caution
about Forward-Looking Statements





This
quarterly report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.





Our
unaudited financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.





In this
quarterly report, unless otherwise specified, all dollar amounts are expressed
in United States dollars. All references to "US$" refer to United States dollars
and all references to "common shares" refer to the common shares in our capital
stock.





As used
in this quarterly report, the terms "we", "us", "our", "our company" and "Osler"
mean Osler Inc., unless otherwise indicated.









Overview





The
address of our principal executive office is 1400 Paces Lane, Suite 202,
Woodstock, GA, 30189. Our telephone number is 678-481-1600.





Our
common stock is quoted on the OTC Bulletin Board under the symbol
"OSLE".





We do not
have any subsidiaries.





We were
incorporated on July 30, 2004 under the laws of the state of Nevada





On April
5, 2007 we acquired the Far 1 - 4 mineral claims comprising 82.64 acres
(approximately 33.44 hectares) in Esmeralda County, in the State of Nevada from
James McLeod (the "Far
" property). Due to lack of funding, the Company was unable to pay the
maintenance fees on the anniversary date of September 1, 2008 to maintain the
Far 1 - 4 mineral claims. As such, title to the Far 1-4
mineral claims have been forfeited. Management will continue to seek out
additional mineral claims in the state of Nevada for economic mineral
deposits.




Competitive
Conditions





The
mineral exploration business is a competitive industry.  We are competing
with many other exploration companies looking for minerals.  We compete
with numerous other companies which have resources far in excess of ours.
 Being a junior mineral exploration company, we compete with such other
companies for financing and joint venture partners and exploration resources
including professional geologists, camp staff, and mineral exploration
supplies.





Results
of Operations





For the
three and nine months ended March 31, 2009, the Company experienced a net loss
of $2,332 and $11,228, respectively compared to a net loss of $6,084 and
$31,896, respectively, for the comparative period in 2008.





General
and administrative expenses for the three and nine months periods ended March
31, 2009 were $2,332 and $11,228, respectively, versus $6,084 and $31,146,
respectively for the same period in 2008.   This decrease in 2009
can be attributed to a decrease in professional fees incurred for maintaining
the Company's publicly reporting status.





Revenues





We have
not earned any revenues since our inception and we do not anticipate earning
revenues in the upcoming quarter.





During
the six month period ended March 31, 2009, the Company satisfied its working
capital needs by using cash generated from operations and equity from
shareholder's initial seed financing and shareholder loans. As of March 31,
2009, the Company has cash on hand in the amount of $0. Management does not
expect that the current level of cash on hand will be sufficient to fund our
operations for the next twelve month period. In the event that additional funds
are required to maintain operations, we may be able to obtain loans from our
shareholders, but there are no agreements or understandings in place currently.
We believe we will require additional funding to expand our business and ensure
its future profitability. We anticipate that any additional funding will be in
the form of equity financing from the sale of our common stock. However, we
do not have any arrangements in place for any future equity financing. In the
event we are not successful in selling our common stock, we may also seek to
obtain short-term loans from our director.





Item
3. Quantitative Disclosures About Market Risks





As a
"smaller reporting company", we are not required to provide the information
required by this Item.





Item
4. Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer, principal accounting officer and principal financial officer) to allow
for timely decisions regarding required disclosure. In designing and evaluating
our disclosure controls and procedures, our management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.





As of
March 31, 2009, the end of the three month period covered by this report, our
president (our principal executive officer, principal accounting officer and
principal financial officer) carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on the
foregoing, our president (our principal executive officer, principal accounting
officer and principal financial officer) concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this annual
report.









There
have been no changes in our internal controls over financial reporting that
occurred during the three months ended March 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.





PART II:
OTHER INFORMATION





Items
1. Legal Proceedings





We know
of no material, existing or pending legal proceedings against our company, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.





Item
1A. Risk Factors





Much of
the information included in this quarterly report includes or is based upon
estimates, projections or other "forward looking statements". Such forward
looking statements include any projections or estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.





Such
estimates, projections or other "forward looking statements" involve various
risks and uncertainties as outlined below. We caution the reader that important
factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results
expressed in any such estimates, projections or other "forward looking
statements".





Our
common shares are considered speculative during the development of our new
business operations. Prospective investors should consider carefully the risk
factors set out below.





RISKS
RELATED TO OUR BUSINESS





If
we do not obtain additional financing, our business may fail.


Our
business plan calls for significant expenses in connection with the exploration
of our mineral claim and we do not currently have any commitments from our
management, shareholders or any third parties to provide us with funding nor
have we made any arrangements to secure any additional financing to
date.  If we are unable to raise additional funds, we will not be able
to continue to explore and develop our mineral property and our business may
fail.





We
rely upon key personnel and if he leaves us, our business plan and results of
operations could be adversely affected.




We rely
heavily on our Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and Director, Lance Friedman for our success. His experience and input
create the foundation for our business and he is responsible for the
directorship and control over our business activities. We do not currently have
an employment agreement or "key man" insurance policy on Mr. Friedman. Moving
forward, should we lose the services of Mr. Friedman, for any reason, we will
incur costs associated with recruiting a replacement and delays in our
operations. If we are unable to replace him with another suitably trained
individual or individuals, we may be forced to scale back or curtail our
business plan and exploration activities. As a result of this, your investment
in us could become devalued or worthless.




We
will be subject to numerous risks if we commence mining operations, of which
there can be no assurance.




The
mineral exploration and mining business is competitive in all of its phases. We
currently have no mining operations of any kind; however, if we do commence
mining activities in the future, we will be subject to numerous risks,
including:




o
 competitors with greater financial, technical and other resources, in the
search for and the acquisition of attractive mineral properties;


o
       our ability to select and acquire suitable producing properties or
      prospects for mineral exploration;


o
 the accuracy of our reserve estimates, if any, which may be affected by
the following factors beyond our control:




-
              declines
      in the market price of the various metals we
  mine;
 
 -
              increased
      production or capital costs;
 
 -
              reduction
      in the grade or tonnage of the
deposit;
  
  -
              increase
      in the dilution of the ore; or
 
 -
              reduced
      recovery rates;





o
 risks and hazards associated with environmental hazards, political and
country risks, civil unrest or terrorism, industrial accidents, labor disputes,
unusual or unexpected geologic formations, cave-ins, explosive rock failures;
and flooding and periodic interruptions due to inclement or hazardous weather
conditions; and


o
 our failure to maintain insurance on certain risks associated with any
exploration activities we may undertake in the future.


If we do
begin exploration activities in the future, of which there can be no assurance,
we will be subject to the above risks. If any of the above risks occur, we may
be forced to curtail or abandon our operations and/or exploration and
development activities, if any. As a result, any investment in us could decrease
in value and/or become worthless.




Our
determinations of whether our planned activities and estimates of potential
reserves, if any, may be inaccurate.


We are
currently in the exploration stage. Before we can begin a development project,
if ever, we must first determine whether it is economically feasible to do so.
This determination is based on estimates of several factors,
including:




o
            expected
      recovery rates of metals from the ore;o
            facility
      and equipment costs;o
            capital
      and operating costs of a development project;o
            future
      metals prices;o
            currency
      exchange and repatriation risks;o
            tax
      rates;o
            inflation
      rates;o
            availability
      of credit.





Any
development projects we may undertake in the future will likely not have an
operating history upon which to base these estimates and as a result, actual
cash operating costs and returns from a development project, if any, may differ
substantially from our estimates. Consequently, it may not be economically
feasible to continue with a development project, if one is started.




Our
planned mineral exploration efforts are highly speculative.




Mineral
exploration is highly speculative. It involves many risks and is often
nonproductive. Even if we believe we have found a valuable mineral deposit, it
may be several years before production is possible. During that time, it may
become no longer feasible to produce those minerals for economic, regulatory,
political, or other reasons. Additionally, we may be required to make
substantial capital expenditures and to construct mining and processing
facilities. As a result of these costs and uncertainties, we may be unable to
start, or if started, to finish our exploration activities.




Mining
operations in general involve a high degree of risk, which we may be unable, or
may not choose to insure against, making exploration and/or development
activities we may pursue subject to potential legal liability for certain
claims.




Our
operations are subject to all of the hazards and risks normally encountered in
the exploration, development and production of minerals. These include unusual
and unexpected geological formations, rock falls, flooding and other conditions
involved in the drilling and removal of material, any of which could result in
damage to, or destruction of, mines and other producing facilities, damage to
life or property, environmental damage and possible legal liability. Although we
plan to take adequate precautions to minimize these risks, and risks associated
with equipment failure or failure of retaining dams which may result in
environmental pollution, there can be no assurance that even with our
precautions, damage or loss will not occur and that we will not be subject to
liability which will have a material adverse effect on our business, results of
operation and financial condition. If this were to happen, we could be forced to
curtail or abandon our business activities.




Because
we have only recently commenced business operations, we face a high risk of
business failure and this could result in a total loss of your
investment.




We have
not begun the initial stages of exploration activities, and thus have no way to
evaluate the likelihood whether we will be able to operate our business
successfully.  We were incorporated on July 30, 2004 and to date have
been involved primarily in organizational activities, obtaining financing and
acquiring our mineral claims.  We have not earned any revenues and we
have never achieved profitability as of the date of this
prospectus.  Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises.  The likelihood of success must be
considered in the light of problems, expenses, difficulties, complications and
delays encountered in connection with the exploration of the mineral property
that we plan to undertake.  These potential problems include, but are
not limited to, unanticipated problems relating to exploration and additional
costs and expenses that may exceed current estimates.  We have no
history upon which to base any assumption as to the likelihood that our business
will prove successful, and we can provide no assurance to investors that we will
generate any operating revenues or ever achieve profitable
operations.  If we are unsuccessful in addressing these risks our
business will likely fail and you will lose your entire investment in this
offering.









Because
of the speculative nature of mineral exploration, there is substantial risk that
no commercially viable gold or silver deposits will be found and our business
will fail.




Exploration
for gold and silver is a speculative venture involving substantial
risk.  We can provide investors with no assurance that any mineral
claims we become part of contain commercially viable gold or silver
deposits.  The exploration program that we will conduct on our claims
may not result in the discovery of commercially viable gold or silver
deposits.  Problems such as unusual and unexpected rock formations and
other conditions are involved in gold and silver exploration, which often result
in unsuccessful exploration efforts.  In such a case, we may be unable
to complete our business plan and you could lose your entire investment in this
offering.


Because
of the inherent dangers involved in gold and silver exploration, there is a risk
that we may incur liability or damages as we conduct our business.


The
search for gold and silver involves numerous hazards.  As a result, we
may become subject to liability for such hazards, including pollution, cave-ins
and other hazards against which we cannot insure or against which we may elect
not to insure.  We currently have no such insurance nor do we expect
to get such insurance for the foreseeable future.  If a hazard were to
occur, the costs of rectifying the hazard may exceed our asset value and cause
us to liquidate all our assets causing our business to fail.


As
we undertake exploration of our mining claims, we will be subject to compliance
of government regulation that may increase the anticipated time and cost of our
exploration program.




There are
several governmental regulations that materially restrict the exploration of
minerals.  We will be subject to the mining laws and regulations as
contained in the Chapter 519A of the Nevada Revised Statutes as we carry out our
exploration program.  We may be required to obtain work permits and
perform remediation work for any physical disturbance to the land in order to
comply with these regulations.  While our planned exploration program
budgets for regulatory compliance, there is a risk that new regulations could
increase our time and costs of doing business and prevent us from carrying out
our exploration program.


Because
our management has no experience in the mineral exploration business we may make
mistakes and this could cause our business to fail.


Our
President has no previous experience operating an exploration or a mining
company and because of this lack of experience he may make
mistakes.  Our management lacks the technical training and experience
with exploring for, starting, or operating a mine.  With no direct
training or experience in these areas our management may not be fully aware of
the many specific requirements related to working in this
industry.  Our management's decisions and choices may not take into
account standard engineering or managerial approaches mineral exploration
companies commonly use.  Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to our management's
lack of experience in this industry.


Our
auditors have raised substantial doubt about our ability to continue as a going
concern.


The
accompanying financial statements have been prepared assuming that we will
continue as a going concern.  As discussed in Note 1 to the financial
statements, we were incorporated on July 30, 2004, and we do not have a history
of earnings, and as a result, our auditors have expressed substantial doubt
about our ability to continue as a going concern.  Continued
operations are dependent on our ability to complete equity or debt financings or
generate profitable operations.  Such financings may not be available
or may not be available on reasonable terms.  Our financial statements
do not include any adjustments that may result from the outcome of this
uncertainty.





RISKS
RELATED TO OUR COMMON STOCK





Trading
in our common shares on the OTC Bulletin Board is limited and sporadic making it
difficult for our shareholders to sell their shares or liquidate their
investments.





Our
common shares are currently listed for public trading on the OTC Bulletin Board.
The trading price of our common shares has been subject to wide fluctuations.
Trading prices of our common shares may fluctuate in response to a number of
factors, many of which will be beyond our control. The stock market has
generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of companies with no
current business operation. There can be no assurance that trading prices and
price earnings ratios previously experienced by our common shares will be
matched or maintained. These broad market and industry factors may adversely
affect the market price of our common shares, regardless of our operating
performance.





In the
past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.









Our
stock is a penny stock. Trading of our stock may be restricted by the SEC's
penny stock regulations which may limit a stockholder's ability to buy and sell
our stock.





Our stock
is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9
which generally defines "penny stock" to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules; the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.





The
Financial Industry Regulatory Authority, or FINRA, has adopted sales practice
requirements which may also limit a stockholder's ability to buy and sell our
stock.





In
addition to the "penny stock" rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.





Item
2 Unregistered Sales of Equity Securities and Use of Proceeds





None





Item
3 Defaults Upon Senior Securities





None





Item
4 Submission of Matters to a Vote of Security Holders





None





Item
5 Other Information





None





Item
6: Exhibits





(a)  
The following exhibit is filed as part of this report:





31.1  Certification of Principal Executive Officer and Principal Financial
Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of
2002





32.1 
Certification of Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of    2002





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized May 19, 2009




May
      19, 2009
                    /s/
                    Lance FriedmanMr.
      Lance Friedman,
President