UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-K
 
 x  ANNUAL
REPORT  PURSUANT TO SECTION 13 OR 15(d) OF
THE  SECURITIES  EXCHANGE
 ACT OF
1934
 
 For the
fiscal year ended December 31, 2008
 
 or
 
 o  TRANSITION  REPORT  PURSUANT  TO  SECTION  13
OR  15(d)  OF THE  SECURITIES EXCHANGE ACT OF
1934
 
 For the
transition period from ______ to ______
 
 Commission
file number: 000-26703
 
 ECHO
RESOURCES, INC.
 
 (Exact
name of registrant as specified in its charter)
  Delaware
                              
                              000-26703
                              
                              98-0206030(State
      or other jurisdiction of incorporation)
                              
                              (Commission
      file number)
                              
                              (IRS
      Employer  Identification
No.
 2300
      Palm Beach Lakes Blvd., Suite 218
                              West
      Palm Beach FL
                            
                            33409(Address
      of principal executive offices)
                            
                            (Zip
      Code)
  Registrant's
telephone number, including area code: (561) 697-8740
 
 Securities
registered pursuant to Section 12(b) of the Exchange Act:
 None
 
 Securities
registered pursuant to Section 12(g) of the Exchange Act:
 Common
Stock, Par Value $0.00005 Per Share
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes o   No
x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes o   No
x
 
 Indicate
by check mark whether the issuer (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 if
disclosure  of  delinquent  filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, 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.
 
 Large
      accelerated filer   o
              Accelerated
      filer                     o
 
 Non-accelerated
      filer     o
              smaller
      reporting company    x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).Yes x   No
o
 
 Of the
5,539,040 shares of voting stock of the registrant issued and outstanding as of
February 13, 2009, 552,046 shares were held by non-affiliates. The aggregate
market value of the voting  stock held by non-affiliates of the
registrant computed by reference to the closing bid price of its Common Stock as
reported on the OTC Bulletin Board on February 12, 2009:
US$281,543.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None
 
 
 
 
 
 PART
I
  Item 1. Description of
Business
 
 The
following discussion should be read in conjunction with the Company's audited
financial statements and notes thereto and Item 6 included herein. In connection
with, and because the Company desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward looking statements in the following
discussion and elsewhere in this report and in any other statement made by, or
on its behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to future business
decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from
those expressed in any forward looking statements made by, or on the Company's
behalf. Without limiting the generality of the foregoing, words such as "may",
"anticipate", "intend", "could", "estimate", or "continue" or the negative or
other comparable terminology are intended to identify forward-looking
statements. The Company disclaims any obligation to update forward-looking
statements.
 
 (a)
Business Development
 Echo
Resources, Inc. was incorporated on December 15, 1997 in Delaware as AlphaCom
Corporation. Previously, we were a subsidiary of Lingo Media Inc. ("LMI")
(formerly Alpha Communications Corp.) located at 151 Bloor Street West, Suite
890, Toronto, Ontario, M5S 1S4. On March 20, 2003, Bruce Cohen ("Mr. Cohen")
acquired 1,500,000 shares of our common stock from 1476848 Ontario Inc. We
changed our name in March 2003 to TVE Corporation and in July 2004 to Echo
Resources, Inc. In September 2000, we commenced trading on the Over-The-Counter
Bulletin Board under the symbol "AHMC", our symbol was changed to "ALHO" as of
March 7, 2003 due to a 1:25 reverse stock split and was later changed in March
2003 to "TVEO" due to a name change.
 On June
30, 2004, Gala Enterprises Ltd. ("Gala"), purchased 1,500,000 shares of our
restricted Common Stock for $85,000 from Mr. Cohen, our former majority
shareholder and former sole officer and director. The purpose of this
transaction was to effect a change of control of us from Mr. Cohen to Gala. As
of the date of this filing, Gala directly owns 54% of the issued and outstanding
common stock of Echo. On June 30, 2004, Mr. Pieter DuRand ("Mr. DuRand") assumed
the position as our sole officer and director from Mr. Cohen. In July, 2004, the
Company effected a forward 2 for 1 stock split by way of a stock dividend, and
officially changed its name to "Echo Resources, Inc."
   -1-
 
 Unless
the context indicates otherwise, references hereinafter to the "Company", "we",
"us" or "Echo" include Echo Resources, Inc., a Delaware corporation. Our
principal place of business is 500 Australian Avenue, Suite 700, West Palm
Beach, Florida 33401, and our telephone number at that address is (561)
514-0194.
 (b)
Business of the Company
 The
Company is a start-up, development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
focused on diamond and gold exploration and development of diamond and gold
mines in Canada. In 2007 the Company decided to exit this business plan and seek
a different plan that would require less start-up capital to develop. The
Company's auditors have issued a going concern opinion in our audited financial
statements for the fiscal year ended December 31, 2007. This means that our
auditors believe there is doubt that the Company can continue as an on-going
business for the next twelve months unless it obtains additional capital to pay
its bills. This is because the Company has not generated any revenues and no
revenues are anticipated until it begins removing and selling minerals.
Accordingly, we must raise cash from sources such as investments by others in
the Company and through possible transactions with strategic or joint venture
partners. In the event we raise cash, we will likely use such funds to develop
an new business plan, which is as yet undetermined We do not plan to use any
capital raised for the purchase or sale of any plant or significant equipment.
The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
 Employees
 As of
December 31, 2007, we do not have any employees. We anticipate hiring employees
over the next twelve months if we are successful in implementing our plan of
operations. Presently, the Company does not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, the
Company may adopt such plans in the future.
 Available
Information
 Information
regarding the Company's annual reports on Form 10-KSB, quarterly reports on Form
10-QSB, current reports on Form 8-K, and any amendments to these reports, are
available to the public from the SEC's website at http://www.sec.gov as soon as
reasonably practicable after the Company electronically files such reports with
the Securities and Exchange Commission. Any document that the Company files with
the SEC may also be read and copied at the SEC's public reference room located
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.
    -2-
 
 Item
1A. Risk Factors
 Risk
Factors
 You
should consider each of the following risk factors and any other information set
forth in this Form 10-KSB and the other Company's reports filed with the
Securities and Exchange Commission ("SEC"), including the Company's financial
statements and related notes, in evaluating the Company's business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the Company's operations and business. Additional risks and
uncertainties not presently known to the Company, or that the Company currently
considers immaterial, may also impair its business or operations. If any of the
following risks actually occur, the Company's business and financial condition,
results or prospects could be harmed.
 RISKS
ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS
 The
Company lacks meaningful operating history and will require substantial capital
if it is to be successful.
 The
Company has a very limited operating history upon which an evaluation of its
future success or failure can be made. In fact, it was only recently that the
Company took steps in a plan to engage in the acquisition of interests in
exploration and development mines in Canada, and it is too early to determine
whether such steps will lead to success. The Company's ability to achieve and
maintain profitability and positive cash flow over time will be dependent upon,
among other things, its ability to (i) identify and acquire diamond and gold
mining properties or interests therein that ultimately have probable or proven
diamond and gold reserves, (ii) sell such diamond and gold mining properties or
interests to strategic partners or third parties or commence mining of diamond
and gold, (iii) produce and sell diamond and gold at profitable margins and (iv)
raise the necessary capital to operate during this period. At this stage in the
Company's development, it cannot be predicted how much financing will be
required to accomplish its objectives.
 The
Company needs to raise funds in order to initiate any business plan and cover
operating deficits for the foreseeable future. The Company presently does not
have any revenues, nor does it anticipate operating income in the near future.
No assurances can be given that the Company will be able to obtain the necessary
funding remain in operation. The inability to raise additional funds will have a
material adverse affect on the Company's business, plan of operation and
prospects.
 
 -3-
    The
Company's success is dependent upon a limited number of people.
 The
Company's business will be harmed if it is unable to manage growth.
 The
Company's business may experience periods of rapid growth that will place
significant demands on its managerial, operational and financial resources. In
order to manage this possible growth, the Company must continue to improve and
expand its management, operational and financial systems and controls. The
Company will need to expand, train and manage its employee base. No assurances
can be given that the Company will be able to timely and effectively meet such
demands. The Company's officers and directors may have conflicts of interest and
do not devote full time to the Company's operations. In addition, the Company's
officers do not devote full time to the Company's operations. Until such time
that the Company can afford executive compensation commensurate with that being
paid in the marketplace, its officers will not devote their full time and
attention to the operations of the Company. No assurances can be given as to
when the Company will be financially able to engage its officers on a full time
basis.
 Increased
Costs Could Affect Profitability
 Costs
frequently are subject to variation from one year to the next due to a number of
factors. In addition, costs are affected by the price of commodities such as
fuel and electricity. Such commodities are at times subject to volatile price
movements, including increases that could make production at certain operations
less profitable. A material increase in costs at any significant location could
have a significant effect on the Company's profitability.
 Government
regulation or changes in such regulation may adversely affect the Company's
business.
  The
Company has and will, in the future, engage experts to assist it with respect to
its operations. No assurances can be given that it will be successful in its
efforts. Uncertainty and new regulations and rules could increase the Company's
cost of doing business or prevent it from conducting its business.
 Occurrence
of Events for Which We Are Not Insured May Affect Our Cash Flow and Overall
Profitability
 The
Company does not maintain insurance policies to protect against certain risks
related to our operations because of the high premiums associated with insuring
those risks. In other cases, insurance may not be available for certain risks.
The Company does not maintain insurance policies against political risk. The
occurrence of events for which the Company is not insured may affect our cash
flow and overall profitability.
   
 -4-
    RISKS
RELATED TO THE COMPANY'S COMMON STOCK
 The
Company does not expect to pay dividends in the foreseeable future. The Company
has never paid cash dividends on its common stock and has no plans to do so in
the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.
 "Penny
stock" rules may make buying or selling the common stock difficult and severely
limit their market and liquidity. Trading in the Company's common stock is
subject to certain regulations adopted by the SEC commonly known as the "Penny
Stock Rules". The Company's common stock qualifies as penny stock and is covered
by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), which imposes additional sales practice requirements on
broker/dealers who sell the Company's common stock in the market. The "Penny
Stock" rules govern how broker/dealers can deal with their clients and "penny
stock". For sales of the Company's common stock, the broker/dealer must make a
special suitability determination and receive from clients a written agreement
prior to making a sale. The additional burdens imposed upon broker/dealers by
the "penny stock" rules may discourage broker/dealers from effecting
transactions in the Company's common stock, which could severely limit its
market price and liquidity. This could prevent investors from reselling Echo
common stock and may cause the price of the common stock to
decline.
 Although
publicly traded, the Company's common stock has substantially less liquidity
than the average trading market for a stock quoted on other national exchanges,
and our price may fluctuate dramatically in the future. Although the Company's
common stock is listed for trading on the Over-the-Counter Electronic Bulletin
Board, the trading market in the common stock has substantially less liquidity
than the average trading market for companies quoted on other national stock
exchanges. A public trading market having the desired characteristics of depth,
liquidity and orderliness depends on the presence in the marketplace of willing
buyers and sellers of our common stock at any given time. This presence depends
on the individual decisions of investors and general economic and market
conditions over which we have no control. Due to limited trading volume, the
market price of the Company's common stock may fluctuate significantly in the
future, and these fluctuations may be unrelated to the Company's performance.
General market price declines or overall market volatility in the future could
adversely affect the price of the Company's common stock, and the current
market
 price may
not be indicative of future market prices.
 
 Item
2. Description of Property
 
 The
Company's current mailing address is 2300 Palm Beach Lakes Blvd., Suite 218,
West Palm Beach,  Florida 33409. The property  consists of
approximately 100 square feet of finished office space. Other than this mailing
address, we do not currently maintain any other office facilities. We pay no
rent or other fees for the use of the mailing address as these offices are used
virtually  full-time by other  businesses of
our  shareholder.  We believe that
the  foregoing  space is adequate to meet our current needs
and anticipate  moving our offices during the next twelve (12) months
if we are able to execute our business plan.
   -5-
    Item
3. Legal Proceedings
 
 There are
no material legal proceedings to which we (or any of our officers and directors
in their  capacities as such) are a party or to which our property is
subject and no such material  proceedings  are known by
our  management to be contemplated.
 
 Item 4. Submission of Matters to a
Vote of Security Holders
 
 No  matter  was  submitted  to
a
vote  of  our  shareholders,  through  the
solicitation  of proxies or  otherwise  during the
fourth  quarter of our fiscal year ended December 31, 2006, covered by
this report.
 
 PART
II
 
 
 Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.
 a) Market
Information. Our common stock, par value $0.00005 per share (the "Common
Stock"), was traded on the OTC Bulletin Board market under the symbol "AHMC"
until such time as we amended our articles of incorporation and affected a 1:25
reverse stock split in March 2003 and received the stock symbol "ALHO".
Subsequently, we changed our name to TVE Corporation and received the stock
symbol "TVEO". We then changed our name to Echo Resources, Inc. and received the
stock symbol "ECHR". Our common stock is traded sporadically and no established
liquid trading market currently exists therefore.
 The
following table represents the range of the high and low price for our Common
Stock on the OTC Bulletin Board for each fiscal quarter for the last two fiscal
years ending December 31, 2004, and 2005, respectively. These Quotations
represent prices between dealers, may not include retail markups, markdowns, or
commissions and may not necessarily represent actual transactions.
  Year
      2007
                                      
                                      High
                                      
                                      
                                      LowFirst
      Quarter
                                      
                                      
                                      4.9
                                      
                                      
                                      
                                      3.25Second
      Quarter
                                      
                                      
                                      3.25
                                      
                                      
                                      
                                      1.5Third
      Quarter
                                      
                                      
                                      1.5
                                      
                                      
                                      
                                      1.25Fourth
      Quarter
                                      
                                      
                                      1.5
                                      
                                      
                                      
                                      1.18Year
      2008
                                      
                                      High
                                      
                                      
                                      LowFirst
      Quarter
                                      
                                      
                                      1.18
                                      
                                      
                                      
                                      1.01Second
      Quarter
                                      
                                      
                                      1
                                      
                                      
                                      
                                      0.6Third
      Quarter
                                      
                                      
                                      0.6
                                      
                                      
                                      
                                      0.6Fourth
      Quarter
                                      
                                      
                                      0.6
                                      
                                      
                                      
                                      0.51
 
 -6-
   (b)  Holders.  As
of February 16, 2009,  there
were  approximately  two hundred (200) holders of record of
our common stock.
 
 (c)
Dividend Policy. We have not declared or paid cash dividends or made
distributions in the past, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future. We currently intend
to retain and reinvest future earnings, if any, to finance our
operations.
 
 (d)
Equity Compensation Plans. We have not authorized any compensation plans
(including individual compensation arrangements) under which our equity
securities have been authorized for issuance as of the end of the most recently
completed fiscal year ended December 31, 2005.
 
 Recent
Sales of Unregistered Securities.
 We did
not sell any securities during the period covered by this report that were not
registered under the Securities Act, which was not disclosed in our
10-QSB.
 
 Item
7. Management's Discussion and Analysis
 
 Overview
 
 The
Company is a start-up, development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
focused on diamond and gold exploration and development of diamond and gold
mines in Canada, which the Company elected to abandon in the third quarter of
2007. The Company's auditors have issued a going concern opinion. This means
that its auditors believe there is doubt that the Company can continue as an
on-going business for the next twelve months unless it obtains additional
capital to pay its bills. This is because the Company has not generated any
revenues and no revenues are anticipated until it begins operations from a new
business plan. Accordingly, we must raise cash from sources such as investments
by others in the Company and through possible transactions with strategic or
joint venture partners. We do not plan to use any capital raised for the
purchase or sale of any plant or significant equipment. The following discussion
and analysis should be read in conjunction with the financial statements of the
Company and the accompanying notes appearing subsequently under the caption
"Financial Statements."
   -7-
  
 Results
of Operations
 
 Revenues
 
 There is
no historical financial information about the Company upon which to base an
evaluation of our performance. The Company did not generate any revenues from
operations for the twelve months ended December 31, 2008 nor 2007. Accordingly,
comparisons with prior periods are not meaningful. The Company is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the decision and implementation of
a new business plan.
 
 Operating
Expenses
 
 Operating  expenses
increased by $5,693 from $34,782 for the year ended December 31, 2007 to $40,475
for the year  ended December 31, 2008. The increase in our net
operating loss is due to the a increase in professional fees.
 
 Interest
Expense
 
 Interest
expense for the years ended December 31, 2008 and 2007 were $50,618 and
$43,948.  The increase in our interest expense is due to the interest
payable pursuant to the convertible  promissory notes entered into
with Confederated Finance Corp. ("Convertible Note") and the amortization of the
beneficial conversion feature discount of these notes.
 
 Net
Income/Loss
 
 Net loss
increased $12,363 from net operating loss of $78,730 for the year ended December
31, 2007 to a net operating  loss of $91,093 for the year ended
December 31, 2008. The increase in net operating loss is due to higher
professional fees and increased interest expense of the notes
payable.
 
 As of
December 31, 2008, our accumulated deficit was $619,480.
 
 Assets
and Liabilities
 
 Our total
assets were $14,371 as of December 31, 2008. Our assets consisted  of
cash of $14,371.
 
 Total
Current Liabilities as of December 31, 2008 were $217,764. Our notes payable are
to Confederated Finance Corp. for $197,000. The notes have
been  discounted by $197,000 for their
beneficial  conversion  feature which is
amortized  over the life of the notes.  As of December 31,
2007,  $175,137 of the discount has been amortized.
 
  -8-
  Plan of
Operation
 
 The  Company's  plan
of operation for the next twelve months is to focus on developing and
implementing a new business plan since we have elected to abandon the mining
interests operations.
 
 Financial
Condition, Liquidity and Capital Resources
 
 At
December 31, 2008, we had cash and cash  equivalents of $14,371. Our
working capital is presently ($203,393) and there can be no assurance that our
financial  condition  will improve.  We expect to
continue to have minimal  working  capital or a
working  capital  deficit as a result of our current
liabilities.
 
 For the
year ended December 31, 2008, we have not generated cash flow from operations.
Consequently, we have been dependent upon a third party non-affiliate,
Confederated Finance Corp. ("Confederated"), to fund our cash requirements.
Specifically, we entered into a Convertible Promissory Note ("Note") with
Confederated for the principal sum or so much of the principal sum of One
Hundred Thousand Dollars ($100,000) and a second note in the principal sum of
One Hundred Thousand Dollars, ($100,000), as may from time to time have been
advanced and be outstanding, together with accrued interest at the rate of 7%
per annum. The entire unpaid balance of principal (subject to conversion of such
principal as provided in the Note) and all accrued and unpaid interest shall be
due and payable on the day prior to the first anniversary of the Effective Date
of the Note. On December 29, 2008 the Company and Confederated Finance entered
into a replacement Line of Credit Agreement which replace the two existing lines
into one, increased the line principal amount to $400,000 and extended the
maturity to December 31, 2010. Therefore the Company has drawn $197,000 against
this replacement Line of Credit agreement at December 31, 2008.
 As of
December 31, 2008, we had cash of $14,371 and a working capital deficit of
$203,393. As of December 31, 2008, we had no outstanding debt other than
ordinary notes payable to Confederated in connection with accrued interest
payable on the Notes. The Company will seek funds from possible strategic and
joint venture partners and financing to cover any short term operating deficits
and provide for long term working capital. No assurances can be given that the
Company will successfully engage strategic or joint venture partners or
otherwise obtain sufficient financing through the sale of equity.
 
 No trends
have been identified which would materially increase or decrease our results of
operations or liquidity.
 
 We have
short-term liquidity problems that will be addressed by the Convertible Note,
which we have a balance of $203,000  to draw for working capital. For
long-term liquidity, we believe that  we will need to raise additional
capital to remain an ongoing concern; however, as stated above no commitments
have been made as of this date.
 
  -9-
   Going
Concern
 
 We have
suffered recurring losses from operations and are in serious need of additional
financing. These factors among others indicate that we may be unable to continue
as a going concern, particularly in the event that we cannot obtain additional
financing or, in the alternative, affect a merger or acquisition. Our
continuation as a going concern depends upon our ability to generate sufficient
cash flow to conduct our operations and our ability to obtain additional sources
of capital and financing.
 The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. We have a stockholders deficit of $619,480 at
December 31, 2008 and net losses from operations of $91,093 and $78,730,
respectively, for the years ended December 31, 2008 and 2007. These conditions
raise substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.
 Critical
Accounting Policies
 Use of
Estimates: The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ materially
from those estimates.
 Loss per
share: Basic loss per share excludes dilution and is computed by dividing the
loss attributable to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted loss per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the Company. Diluted
loss per share is computed by dividing the loss available to common shareholders
by the weighted average number of common shares outstanding for the period and
dilutive potential common shares outstanding unless consideration of such
dilutive potential common shares would result in anti-dilution. Common stock
equivalents were not considered in the calculation of diluted loss per share as
their effect would have been anti-dilutive for the periods ended December 31,
2008 and 2007.
 
 Off-Balance
Sheet Arrangements
 
 We have
not entered into any off-balance sheet arrangements. We do not anticipate
entering into any off-balance sheet arrangements during the next 12
months.






-10-


Item
8. Financial Statements and Supplementary Data.
 
 Our
financial statements have been examined to the extent indicated in their reports
by Pollard-Kelley Auditing Services, Inc. for the two years ended December 31,
2008 and 2007, and have been prepared in accordance with generally accepted
accounting principles and pursuant to  Regulation S-X as promulgated
by the Securities and Exchange Commission and are included  herein, on
Page F-1 hereof in response to Part F/S of this Form 10-K.
 
 Item 9.
Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.
 
 During
2006 we changed auditors from Malone & Bailey to Pollard-Kelley Auditing
Services, Inc.
 
 Item
9A. Controls and Procedures
 
 We have
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and ourChief Financial
Officer, of the  effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
SecuritiesExchange Act of 1934, as amended (the "Exchange Act") as of December
31, 2008.
 
 Based on
such evaluation, our management has concluded that our disclosure controls and
procedures were not effective as of the end of the fiscal year ended December
31, 2007 because information required to be disclosed by us was not recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms including that we failed to provide our report on
internal control over financial reporting under Item 308 (T) of Regulation
S-B.
 
 Management's
Report on Internal Control Over Financial Reporting. Our Management is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated
under the Exchange Act. Those rules define internal control over financial
reporting as a process designed 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 and includes those policies and procedures that: 1.Pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; 2. Provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
out receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and 3. Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisitions,
use or disposition our assets that could have a material effect on our financial
statements.
 
 Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
   -11-
 Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. In making this assessment, our management used the
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on our assessment, we believe that, as of December 31, 2008, our internal
control over financial reporting is effective based on those
criteria.
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
 Changes
in Internal Control Over Financial Reporting
 There
have been no changes in our internal control over financial reporting during the
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
 
 Item
9B. Other Information
 
 None.
 
 
 PART
III
  
 Item
10. Directors, Executive Officers and Corporate Governance.
 
 (a) Set
forth  below is the
names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the
Company.
 
 Name
                          Age
                          Position(s)
      with CompanyPieter
      DuRand
                          42
                          Chief
      Executive Officer, President, Secretary and
  Director(1)
  -12-
   Business
Experience
 
 Pieter
DuRand, age 42, is a citizen and resident of South Africa. During the past five
(5) years he has served as an advisor and a business consultant individually and
as a representative of other companies to both private and public companies.
Consulting work has been in the field of oil and gas exploration as well as
advising and consulting on promotion of various unrelated products in Europe and
Africa. He served as an interim Director of Medical Makeover Corporation of
America, a Delaware corporation, from February 10, 2004 to March 10, 2004. Mr.
DuRand became a Director of the Company on June 30, 2004 and has continued to
serve as such since.
 Committees
of the Board of Directors
 We
presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors may establish
various committees during the current fiscal year.
 Compensation
of Directors
 Our
director has received cash compensation of $9,000 for his services as a director
and may be reimbursed for their reasonable expenses incurred in attending board
or committee meetings.
 Terms of
Office
 Our
directors are appointed for one-year terms to hold office until the next annual
general meeting of the holders of our Common Stock or until removed from office
in accordance with our by-laws. Our officers are appointed by our board of
directors and hold office until removed by our board of directors.
 Involvement
in Certain Legal Proceedings
 Except as
indicated above, no event listed in Sub-paragraphs (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-K, has occurred with respect to any
of our present executive officers or directors or any nominee for director
during the past five years which is material to an evaluation of the ability or
integrity of such director or officer.
 Compliance
with Section 16(a) of the Securities Exchange Act of 1934
 For
companies registered pursuant to section 12(g) of the Exchange Act, Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of reports furnished to us and written representations that no other
reports were required, Section 16(a) filing requirements applicable to our
officers, directors and greater than ten percent beneficial owners were complied
with on a timely basis for the period which this report relates.
   -13-
  Code of
Ethics
 
 In March
2004, we adopted a Code of Ethics that meets the requirements of Section 406 of
the  Sarbanes-Oxley Act of 2002. We will provide to any person without
charge, upon request, a copy of such Code of Ethics. Persons wishing to make
such a request should contact Pieter DuRand, Chief Executive Officer, 2300 Palm
Beach Lakes Blvd., Suite 218, West Palm Beach,  Florida 33409. (561)
697-8790.
 
 Conflicts
of Interest
 
 None of
our  officers will devote more than a portion of his time to our
affairs. There will be  occasions when the time requirements of our
business conflict with the demands of the officers  other business and
investment activities. Such conflicts may require that we attempt to
employ  additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to us.
 
 Our
officers, directors and principal shareholders may actively negotiate for the
purchase of a portion of their common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction, if any. In the event that
such a transaction occurs, it is anticipated that a substantial premium may be
paid by the purchaser in conjunction with any sale of shares by our officers,
directors and principal shareholders made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact that a substantial
premium may be paid to members of our management to acquire their shares creates
a conflict of interest for them and may compromise their state law fiduciary
duties to the our other shareholders. In making any such sale, members of
Company management may consider their own personal pecuniary benefit rather than
the best interests of the Company and the Company's other shareholders, and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out transaction involving shares held by members
of Company management.
 
 It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of our directors or executive officers, or to any other affiliate of
us except as described under Executive Compensation below.
 
 Although
management has no current plans to cause us to do so, it is possible that we may
enter into an agreement with an acquisition candidate requiring the sale of all
or a portion of the Common Stock held by our current stockholders to the
acquisition candidate or principals thereof, or to other individuals or business
entities, or requiring some other form of payment to our current stockholders,
or requiring the future employment of specified officers and payment of salaries
to them. It is more likely than not that any sale of securities by our current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving us would be determined
entirely by the largely unforeseeable terms of a future agreement with an
unidentified business entity.






-14-




Item
11. Executive Compensation
 
 The
following table shows all the cash compensation paid by the Company, as well as
certain other compensation paid or accrued, during the fiscal year ended
December 31, 2008 to the Company's President and highest paid executive
officers. No restricted stock awards, long-term incentive plan payouts or other
types of compensation, other than the compensation identified in the chart
below, were paid to these executive officers during these fiscal
years.
 
 SUMMARY
COMPENSATION TABLE
 
 Annual
      Compensation
                              
                              
                              Long
      Term Compensation Awards
                              
                              
                              PayoutsName
      and
                                Principal
      Position
                              
                              Year
                              
                              
                              Salary
                              
                              
                              Bonus
                              
                              
                              Other
      Annual Compensation
                              
                              
                              Restricted
      Stock Awards
                              
                              
                              Underlying
      Securities Options/SARs
                              
                              
                              LTIP
      Payouts
                              
                              
                              All
      Other Comp.Pieter
      DuRand
                              
                              
                              2008
                              
                              
                              $
                              9,000
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              02007
                              
                              
                              $
                              9,000
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              02006
                              
                              
                              $
                              9,000
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              02005
                              
                              
                              $
                              9,000
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
 Compensation
of Directors
 
 We have
no standard arrangements for compensating our board of directors for their
attendance at meetings of the Board of Directors.
 
 Bonuses
and Deferred Compensation
 
 We do not
have any bonus,  deferred  compensation or
retirement  plan. Such plans may be  adopted  by
us at such time as deemed  reasonable  by our board of
directors.  We do not have
a  compensation  committee,  all
decisions  regarding compensation are determined by our board of
directors.
 
  -15-
   Stock
Option and Stock Appreciation Rights.
 
 We do not
currently have a Stock Option or Stock Appreciation Rights Plan. No stock
options or stock appreciation rights were awarded during the fiscal year ended
December 31, 2008, or the period ending on the date of this Report.
 
 Termination
of Employment and Change of Control Arrangement
 
 There are
no compensatory  plans or arrangements, including payments to be
received from us, with respect to any person named in cash compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.
 
 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 
 The
following table sets forth, as of December 31, 2008, information with respect to
the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding  shares,
(ii) each director, (iii) each executive officer and (iv) all directors and
executive officers as a group.
  Common
      Stock
                                    Beneficially
      OwnedName
      and Address
                                  
                                  Title
      of Class
                                  
                                  Number
                                  
                                  PercentGala
      Enterprises Ltd.
                                    102
      Van Riebeeck St
                                    Potchefstroom,
      South Africa
                                  
                                  Common
                                  
                                  3,000,000
                                  
                                  54.2%All
      Executive Officers and
                                    Directors
      as a Group
                                    (One
      (1) person)
                                  
                                  Common
                                  
                                  3,000,000
                                  
                                  54.2%
  *     Less
than 1%.
 
 (1)  Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares.  Certain shares
may be deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition,  shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the  information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person)  by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as shown
in this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common
stock  actually outstanding on February 27, 2009. As of February 27,
2009, there were 5,539,040  shares of our common stock issued and
outstanding.
 
  -16-
  (2)
Pieter DuRand holds 3,000,000 shares of our common stock through Gala
Enterprises Ltd., a foreign corporation, that is owned by Mr.
DuRand.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 The
following table sets forth information as of December 31, 2008, with respect to
compensation plans (including individual compensation arrangements) under which
our common stock is authorized for issuance, aggregated as follows: (i) all
compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders:
 
 None.
  Item
13. Certain Relationships and Related Transactions and Director
Independence.
 
 Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party during the past two
years, or in any proposed  transaction to which the Company is
proposed to be a party:
 
 (A) 
any director or officer;
 (B) 
any proposed nominee for election as a director;
 (C) 
any person who beneficially owns, directly or indirectly, shares carrying
more than 5% of the voting rights attached to our common stock;
or
 (D) any
relative or spouse of any of the foregoing persons, or any relative
of such spouse, who has the same house as such person or who is a
director or officer of any parent or subsidiary.
 
 Item
14. Principal Accounting Fees and Services.
  Audit
      Fees
                              
                              Audit-Related
      Fees
                              
                              Tax
      Fees
                              
                              All
      Other Fees2008
                              
                              $10,000
                              
                              none
                              
                              none
                              
                              none2007
                              
                              $12,385
                              
                              none
                              
                              none
                              
                              none
   -17-
   We have
no formal audit committee. However, our entire Board of Directors (the "Board")
is our defacto audit committee. In discharging its oversight responsibility as
to the audit process, the Board obtained from the independent auditors a formal
written statement describing all relationships between the auditors and us that
might bear on the auditors' independence as required by Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees." The
Board discussed with the auditors any relationships that may impact their
objectivity and independence, including fees for non-audit services, and
satisfied itself as to the auditors' independence. The Board also discussed with
management, the internal auditors and the independent auditors the quality and
adequacy of its internal controls. The Board reviewed with the independent
auditors their management letter on internal controls.
  The Board
discussed and reviewed with the independent auditors all matters required to be
discussed by auditing standards generally accepted in the United States of
America, including those described in Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees". The Board reviewed the audited
consolidated financial statements of the Company as of and for the year ended
December 31, 2008 with management and the independent auditors. Management has
the responsibility for the preparation of the Company's financial statements and
the independent auditors have the responsibility for the examination of those
statements. Based on the above-mentioned review and discussions with the
independent auditors and management, the Board of Directors approved the
Company's audited consolidated financial statements and recommended that they be
included in its Annual Report on Form 10-K for the year ended December 31, 2008,
for filing with the Securities and Exchange Commission. The Board also approved
the reappointment of Pollard-Kelley Auditing Services, Inc. as independent
auditors.
 
 PART
IV
 
 Item
15. Exhibits and Reports on Form 8-K.
 
 (a) The
exhibits required to be filed herewith by Item 601 of Regulation S-K, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
 
 Exhibit
      No.
                Description31.1
      *
                Certificate
      of the Chief  Executive  Officer and
      Chief  Financial Officer pursuant Section 302 of the
      Sarbanes-Oxley Act of 200232.1
      *
                Certificate
      of the Chief  Executive  Officer and
      Chief  Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
  *    Included
herein
  (b)
Reports on Form 8-K
 
 During
the last quarter of the fiscal year ended  December 31, 2008, we did
not file any reports on Form 8-K.
 
 
 -18-
 
  
 SIGNATURES
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on our behalf and in the capacities and on the dates
indicated.
 
  Echo
Resources, Inc.
 
 (Registrant)
 
 
 Date:
March 30, 2009
  By: /s/ Pieter
DuRand
 Pieter
DuRand, President and Director
 
 
 Pursuant
to the requirements of 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/ Pieter
      DuRand
                                  
                                  CEO,
      President & Director
                                  
                                  March
      30, 2009Pieter
      DuRand
   
 -19-






INDEX
TO FINANCIAL STATEMENTS
 
  Reports
      of Independent Registered Public Accounting Firm
                    F-2Balance
      Sheet
                    F-3Statements
      of Operations
                    F-4Statements
      of Stockholders’ Equity
                    F-5Statements
      of Cash Flows
                    F-6Notes
      to Financial Statement
                    F-7
 
  
  F-1
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 The Board
of Directors and Stockholders
 Echo
Resources, Inc.
 West Palm
Beach, Florida
 
 We have
audited the accompanying balance sheet of Echo Resources, Inc., as of December
31, 2008, and the related statements of operations, stockholders’ equity
(deficit) and cash flows for the two years in the period ended December 31,
2008. 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 audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Echo Resources, Inc. as of December
31, 2008, and the results of its operations and its cash flows for the two years
in the period ended December 31, 2008, in conformity with U.S. generally
accepted accounting principles.
 The
accompanying financial statements have been prepared assuming that Echo
Resources, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Echo Resources, Inc. suffered recurring losses from
operations which raises 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.
 
 
 
 Pollard-Kelley
Auditing Services, Inc.
 Independence,
Ohio
 March 17,
2009
 
 F-2
 
  Echo
Resources, Inc.
 Balance
Sheet
 
 
 December
      31, 2008ASSETSCURRENT
      ASSETSCash
                                                              
                                                              $
                                                              14,371Accounts
      receivable
                                                              
                                                              
                                                              0Total
      current assets
                                                              
                                                              
                                                              14,371OTHER
      ASSETSMining
      claim interest
                                                              
                                                              
                                                              0Total
      other assets
                                                              
                                                              
                                                              0Total
      Assets
                                                              
                                                              $
                                                              14,371LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payableAccrued
      interest
                                                              
                                                              $
                                                              42,627Note
      payable
                                                              
                                                              
                                                              175,137Total
      current liabilities
                                                              
                                                              
                                                              217,764Total
      Liabilities
                                                              
                                                              
                                                              217,764STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.0001 par value, 10,000 shares authorized, 0 issued and
      outstanding
                                                              
                                                              
                                                              0Common
      stock, $0.00005 par value, authorized 49,990,000 shares;5,539,040
      issued and outstanding
                                                              
                                                              
                                                              277Additional
      paid-in capital
                                                              
                                                              
                                                              415,810Deficit
      accumulated during the development stage
                                                              
                                                              
                                                              (619,480
                                                              )Total
      stockholders’ equity
                                                              
                                                              
                                                              (203,393
                                                              )Total
      Liabilities and  Stockholders’ Equity
                                                              
                                                              $
                                                              14,371
  The
accompanying notes are an integral part of the financial
statements
  F-3
 
 
 Echo
Resources, Inc.
 Statements
of Operations
 The Year
Ended December 31,
  
 2008
                                            
                                            
                                            
                                            ‘2007REVENUES
                                            
                                            $
                                            0
                                            
                                            
                                            $
                                            0OPERATING
      EXPENSES:General
      and administrative expenses
                                            
                                            
                                            12,985
                                            
                                            
                                            
                                            18,502Professional
      fees
                                            
                                            
                                            27,490
                                            
                                            
                                            
                                            16,280Total
      expenses
                                            
                                            
                                            40,475
                                            
                                            
                                            
                                            34,782Interest
      expense
                                            
                                            
                                            50,618
                                            
                                            
                                            
                                            43,948Net
      income (loss)
                                            
                                            $
                                            (91,093
                                            )
                                            
                                            $
                                            (78,730
                                            )Income
      (loss) per weighted average common share
                                            
                                            $
                                            (0.01
                                            )
                                            
                                            $
                                            (0.01
                                            )Number
      of weighted average common shares outstanding
                                            
                                            
                                            5,539,040
                                            
                                            
                                            
                                            5,539,040
 
 The
accompanying notes are an integral part of the financial
statements
  F-4
 
  
 
 Echo
Resources, Inc.
 Statement
of Stockholders’ Equity (Deficit)
  
 Number
      of
                                        Shares
                                      
                                      
                                      Common
                                        Stock
                                      
                                      
                                      Additional
                                        Paid-in
      Capital
                                      
                                      
                                      Deficit
                                        Accumulated
                                        During
      the
                                        Development
                                        Stage
                                      
                                      
                                      Total
                                        Stockholders’
                                        EquityBEGINNING BALANCE,
      January 1, 2005
                                      
                                      
                                      5,539,040
                                      
                                      
                                      $
                                      277
                                      
                                      
                                      $
                                      415,810
                                      
                                      
                                      $
                                      (292,280
                                      )
                                      
                                      $
                                      123,807Net
      loss
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      (187,537
                                      )
                                      
                                      
                                      (187,537
                                      )BALANCE,December 31,
      2005
                                      
                                      
                                      5,539,040
                                      
                                      
                                      
                                      277
                                      
                                      
                                      
                                      415,810
                                      
                                      
                                      
                                      (479,817
                                      )
                                      
                                      
                                      (63,730
                                      )Beneficial
      Conversion Feature Discount
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      15,000
                                      
                                      
                                      
                                      15,000Net
      loss
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      (79,450
                                      )
                                      
                                      
                                      (79,450
                                      )BALANCE,December 31,
      2006
                                      
                                      
                                      5,539,040
                                      
                                      
                                      
                                      277
                                      
                                      
                                      
                                      415,810
                                      
                                      
                                      
                                      (544,267
                                      )
                                      
                                      
                                      (128,180
                                      )Beneficial
      Conversion Feature Discount
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      47,000
                                      
                                      
                                      
                                      47,000Net
      loss
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      (78,730
                                      )
                                      
                                      
                                      (78,730
                                      )BALANCE,
      December 31, 2007
                                      
                                      
                                      5,539,040
                                      
                                      
                                      
                                      277
                                      
                                      
                                      
                                      415,810
                                      
                                      
                                      
                                      (563,388
                                      )
                                      
                                      
                                      (147,301
                                      )Beneficial
      Conversion Feature Discount
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      35,001
                                      
                                      
                                      
                                      35,001Net
      loss
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      (91,093
                                      )
                                      
                                      
                                      (91,093
                                      )BALANCE,
      December 31, 2008
                                      
                                      
                                      5,539,040
                                      
                                      
                                      $
                                      277
                                      
                                      
                                      $
                                      415,810
                                      
                                      
                                      $
                                      (619,480
                                      )
                                      
                                      $
                                      (203,393
                                      )
  The
accompanying notes are an integral part of the financial
statements
  F-5
 
  
 Echo
Resources, Inc.
 Statements
of Cash Flows
 For
the Year Ended December 31,
 
 2008
                                              
                                              
                                              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                              
                                              $
                                              (91,093
                                              )
                                              
                                              $
                                              (78,730
                                              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Amortization
      of beneficial conversion feature discount
                                              
                                              
                                              38,277
                                              
                                              
                                              
                                              32,554Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accounts payable - trade
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0Increase
      (decrease) in accrued interest expense
                                              
                                              
                                              12,341
                                              
                                              
                                              
                                              11,393Net
      cash provided (used) by operating activities
                                              
                                              
                                              (40,475
                                              )
                                              
                                              
                                              (34,783
                                              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Deposit
      on options
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0Net
      cash provided (used) by investing activities
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from stockholder loan payable
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0Proceeds
      from note payable
                                              
                                              
                                              35,000
                                              
                                              
                                              
                                              47,080Net
      cash provided by financing activities
                                              
                                              
                                              35,000
                                              
                                              
                                              
                                              47,080Net
      increase (decrease) in cash
                                              
                                              
                                              (5,475
                                              )
                                              
                                              
                                              12,297CASH,beginning of
      period
                                              
                                              
                                              19,846
                                              
                                              
                                              
                                              7,549CASH,end of
      period
                                              
                                              $
                                              14,371
                                              
                                              
                                              $
                                              19,846SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Non-Cash
      Financing Activities:Exchange
      of assets for reduction in notes payable
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              50,000
 
  The
accompanying notes are an integral part of the financial
statements
 F-6
 
 
 The
accompanying notes are an integral part of the financial statements
 Echo
Resources, Inc.
 NOTES
TO FINANCIAL STATEMENTS
  NOTE
1 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a) The
Company  Echo Resources, Inc. is a Delaware chartered
development stage corporation which conducts business from its headquarters in
West Palm Beach, Florida.
  The
following summarize the more significant accounting and reporting policies and
practices of the Company:
  (b) Use of
estimatesThe financial statements have been prepared in
conformity with generally accepted accounting principles.  In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the statements of financial condition and revenues and expenses for the
year then ended.  Actual results may differ significantly from those
estimates.
  (c) Start-up
costsCosts of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position (SOP)
98-5.
  (d) Stock compensation for services
rendered The Company may issue shares of common stock in exchange for
services rendered.  The costs of the services are valued according to
generally accepted accounting principles and have been charged to
operations.
  (e) Net income (loss) per shareBasic loss per share is computed by dividing the net income (loss) by the
weighted average number of common shares outstanding during the
period.
  (f) Property and equipmentAll
property and equipment are recorded at cost and depreciated over their estimated
useful lives, using the straight-line method.  Upon sale or
retirement, the cost and related accumulated depreciation are eliminated from
their respective accounts, and the resulting gain or loss is  included
in the results of operations.  Repairs and maintenance charges, which
do not increase the useful lives of the assets, are charged to operations as
incurred.
 
 NOTE
2 –
GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company’s financial position
and operating results raise substantial doubt about the Company’s ability to
continue as a going concern, as reflected by the net loss of $619,480
accumulated through December 31, 2008.  The ability of the Company to
continue as a going concern is dependent upon commencing operations, developing
sales and obtaining additional capital and financing.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.  The Company is currently
seeking additional capital to allow it to begin its planned
operations
  NOTE
3 –
NOTES PAYABLE
 
 In
September 2004,  Echo issued a convertible  promissory note
to allow advances up to $100,000.  As of September 30, 2005, $100,000
had been advanced to the company. The note bears seven percent
interest,  is convertible at the lender's option at $2 per share, and
is payable in one year. The lender has agreed to a third extension
of  the maturity date for an additional year, to September 2008. The
note has been discounted for its beneficial  conversion
feature,  which will be amortized over the life of the note. A summary
of the notes is as follows:
 
 Notes
      PayableGross
      proceeds from notes
                                              
                                              $
                                              100,000Less:
      Beneficial conversion feature
                                              
                                              
                                              (100,000
                                              )Add:
      Amortization of discount
                                              
                                              
                                              100,000Value
      of note on December 31, 2008
                                              
                                              $
                                              100,000
  F-7
  
 Echo
Resources, Inc.
 NOTES
TO FINANCIAL STATEMENTS
 
  NOTE 3
– NOTES
PAYABLE, continued
 
 In
September 2005, the Company issued another convertible promissory note with
exactly the same terms as the first note, principal up to $100,000, interest at
7%, maturity in one year and convertible at the lenders option at $2 per share.
At December 31, 2006, $65,000 had been advanced under this note. $22,000 was
advanced under this note through the first half of 2007. The Company sold its
mining claim interest to this creditor for a reduction of the promissory note
balance in the amount of $50,000 in the third quarter of 2007. $25,000 was
advanced under this loan at the end of the third quarter of 2007. The note was
due September 30, 2006 and a one year extension of the due date to September
30,2009, has been received.
 
 The
second note has been discounted for its beneficial  conversion
feature,  which will be amortized over the life of the note. A summary
of the notes is as follows:
 
 Notes
      PayableGross
      proceeds from notes
                                      
                                      $
                                      145,000Less:
      Loan set-off
                                      
                                      
                                      (50,000
                                      )Less:
      Beneficial conversion feature
                                      
                                      
                                      (97,000
                                      )Add:
      Amortization of discount
                                      
                                      
                                      75,137Value
      of note on December 31, 2008
                                      
                                      $
                                      75,137
 
 On
December 29, 2008 the Company and Confederated Finance entered into a
replacement Line of Credit Agreement which replace the two existing lines into
one, increased the line principal amount to $400,000 and extended the maturity
to December 31, 2010. Therefore the Company has drawn $197,000 against this
replacement Line of Credit agreement at December 31, 2008. The $197,000 advance
has $21,863 of beneficial conversion feature discount remaining to be amortized
at December 31, 2008, (see reconciliations above).
 
 NOTE 4 –
CASH AND CASH EQUIVALENTS
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
investments with maturity of three months or less when purchased to be cash
equivalents
 
 NOTE 6
–NON-CASH
TRANSACTIONS
 
 In the
third quarter of 2007, the Company sold the mining claim to the holder of its
notes payable in exchange for a reduction in the outstanding balance of the
notes payable in the amount of $50,000. The Company recorded no gain or loss on
this transaction.
 
 NOTE 7 –
INVESTMENT
 
 The 20%
interest in two Canadian mining claims that Echo purchased in 2004 required it
to fund 50% of the exploration estimated work program beginning September 2005
in order to maintain the interest. In August 2005, this deadline was extended to
February 26, 2006.
 
 In August
2005, the Company purchased an additional 20% of this mining claim in exchange
for $50,000 in cash.
 
 In the
third quarter of 2007, the Company sold the mining claim to the holder of its
notes payable in exchange for a reduction in the outstanding balance of the
notes payable in the amount of $50,000. The Company recorded no gain or loss on
this transaction.
   F-8