UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-KSB/Amendment 3


(Check one)
--------------------
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2007

                                       or

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

     For the transition period from ______ to ______



                              ECHO RESOURCES, INC.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                         000-26703                 98-0206030
----------------------------         ------------        -----------------------
(State or other jurisdiction        (Commission          (IRSIdentification No.)
   Employer of incorporation)         file number)


                     500 Australian Avenue South, Suite 700,
                            West Palm Beach FL 33401
        ---------------------------------------- -----------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (561) 514-0194



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




<PAGE>





Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

        Yes |X|   No |_|


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|


State issuer's revenues for its most recent fiscal year ended December 31, 2007:
$0.


Of the 5,539,040 shares of voting stock of the registrant issued and outstanding
as of October  31, 2008 -0- 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 October 31, 2008: US$557,566.


Transitional Small Business Disclosure Format (check one):  Yes |_|  No |X|



<PAGE>



                                Table of Contents

                                                                        Page No.
                                     PART I
ITEM 1.   Business                                                             4
ITEM 2.   Description of Property                                              7
ITEM 3.   Legal Proceedings                                                    7
ITEM 4.   Submission of Matters to a Vote of Security Holders                  8

                                     PART II

ITEM 5.   Market for Common Equity and Related Stockholder Matters             8
ITEM 6.   Management's  Discussion and Analysis of Financial Condition
          and Results of Operation                                             9
ITEM 7.   Financial Statements                                                11
ITEM 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                            11
ITEM 8A.  Controls and Procedures                                             12

                                    PART III

ITEM 9.   Directors and Executive Officers of the Registrant                  13
ITEM 10.  Executive Compensation                                              14
ITEM 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters                          15
ITEM 12.  Certain Relationships and Related Transaction                       15
ITEM 13.  Exhibits and Reports on Form 8-K                                    16
ITEM 14.  Principle Accountant Fees and Services                              16
                                                                              17
Signatures                                                                    26



<PAGE>



                                     PART I

Echo Resources, Inc. is referred to herein as "we", "our" or "us".


                          Forward-Looking Statements.

This Annual Report on Form 10-KSB includes  "forward-looking  statements" within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities  Exchange Act of 1934, as amended.  All statements
other  than  statements  of  historical  fact  included  in this  Annual  Report
regarding our financial position, business strategy, plans and objectives of our
management for future  operations and capital  expenditures,  and other matters,
other than historical facts, are forward-looking statements. Although we believe
that the  expectations  reflected  in such  forward-looking  statements  and the
assumptions upon which the forward-looking  statements are based are reasonable,
we can give no assurance that such expectations will prove to have been correct.

Additional  statements  concerning  important  factors  that could cause  actual
results  to  differ  materially  from  our  expectations  are  disclosed  in the
following  "Risk  Factors"  section  and  elsewhere  in this Annual  Report.  In
addition, the words "believe",  "may", "will", "when",  "estimate",  "continue",
"anticipate",  "intend", "expect" and similar expressions, as they relate to us,
our  business,  or our  management,  are  intended to  identify  forward-looking
statements.  All written and oral forward-looking  statements attributable to us
or persons acting on our behalf subsequent to the date of this Annual Report are
expressly qualified in their entirety by the following Risk Factors.


ITEM 1. Description of Business

(a)  Organizational  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 in Toronto,  Ontario, M5S
1S4. On or about March 7, 2003, we reversed  split our common stock at a 1 to 25
ratio. On March 20, 2003,  Bruce Cohen acquired  1,500,000  shares of our common
stock from  1476848  Ontario  Inc.  In March  2003,  we changed  our name to TVE
Corporation and in July 2004 to Echo Resources, Inc.

     On June 30, 2004,  Gala  Enterprises  Ltd.  ("Gala"),  purchased  1,500,000
shares of our  restricted  shares of common  Stock for $85,000 from Bruce Cohen,
our  former  majority  shareholder/  sole  officer/director,  at which time Gala
assumed  control  of us.  As of the date of this  filing,  Gala  owns 54% of our
outstanding  common  stock.  On June 30,  2004,  Pieter  DuRand  became our sole
officer/  director.  In July,  2004,  we  affected a forward 2 for 1 stock split
through a stock dividend, and changed our name to "Echo Resources, Inc."

(b) Our Business

     We are a start-up, development stage company. To date, we have generated no
revenues. Our current business strategy consists of diamond and gold exploration
and development of diamond and gold mines in Canada.

Competition

     We compete  with other  exploration  companies,  most of which have greater
financial,  operational, and technical resources than us. Additionally,  many of
our competitors have longer operating histories,  more established and a greater
number  of  exploration   properties  and  have   strategic   partnerships   and
relationships that benefit their activities, which we do not currently have.

Hedging Transactions

     We do not  engage in  hedging  transactions  and we have no hedged  mineral
resources.



                                       4
<PAGE>



Production Distribution Methods

     Should we be successful in producing  diamonds and/or gold, we will attempt
to sell them  directly  to metal  type  companies  that  purchase  the metals in
connection with their ongoing trading activities of such metals.

Sources and Availability of Raw Materials We do not use raw materials .

     Dependence  on one or a few  major  customers  We do not  expect  to become
dependent upon a few major customers.

Dependence on Third Party Contractors Not Yet Hired or Equipment Sellers Not Yet
Contracted With

     We will depend on outside  contractors for among other things,  exploration
equipment  rentals or purchases  and , sample  preparation  and assay  services.
Because we have not specifically identified any properties where we will conduct
our  exploration  activities,  we have not  identified  any specific third party
contractors.

Patents, Trademarks, Licenses, Royalty Agreements, Franchise Agreements:

     We do not have any patents,  trademarks,  licenses,  royalty agreements, or
franchise agreements, nor do we anticipate the need in our future operations for
the foregoing.

Compliance  with  Government  Regulations  and Need for Government  Approval and
Environmental Permits

     There are various  levels of  governmental  controls and  regulations  that
govern  environmental  impact  of  mineral/diamond  exploration  activities  and
mineral processing operations,  including performance  standards,  air and water
quality  emission  standards and other design or operational  requirements,  and
health and safety standards. We will be subject to various levels of federal and
state laws and regulations

Employees

     As of  December  31,  2007,  we do not have any  employees.  Should we have
adequate  financial  resources  and  we  successfully   implement  our  Plan  of
Operations. We do not have pension, health, annuity,  insurance,  stock options,
profit sharing or similar benefit plans.

Available Information

     Information regarding our 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 we  electronically
file 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.

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 of our  reports  filed
with the Securities  and Exchange  Commission  ("SEC"),  including our financial
statements  and  related  notes,  in  evaluating  our  prospects.  The risks and
uncertainties  described  below  are  not  the  only  ones  that  impact  on our
operations and business.  Additional risks and uncertainties not presently known
to us, if any of the following risks actually occur,  our business and financial
condition, results or prospects could be harmed.



                                       5
<PAGE>



         RISKS ASSOCIATED WITH OUR PROSPECTIVE BUSINESS AND OPERATIONS

     We have a poor  financial  condition.  Our  auditors  have  issued  a going
concern  opinion in our audited  financial  statements for the fiscal year ended
December  31,  2007 based on the  substantial  doubt that we can  continue as an
on-going  business  for the next  twelve  months  unless  we are able to  obtain
additional  capital  to  meet  our  ongoing  obligations.  We  have  no  revenue
generating  operations and we do not anticipate  revenues until we  sufficiently
develop our operations to the level where we may remove and sell minerals.

     Because our future properties or claims, if any, may never have reserves or
be profitable, your investment in our common shares may be negatively impacted.

     The properties or claims on which we may have the right to explore for gold
in the future will likely not have any confirmed  commercially mineable deposits
of gold that may be mined at a profit.  We may be unable to  develop  our future
properties at a profit, either because:

     *    the  deposits  are not of the quality or size that would  enable us to
          make a profit from actual mining activities; or
     *    because it may not be economically feasible to extract metals from the
          deposits.  In  either  case,  you may lose  part or all of you  entire
          investment.

     Because we are an exploration stage company,  we have no mining operations,
and our future  operations  are subject to  substantial  risks,  we may never be
successful in conducting any future mining operations.

     We are not a mining company, but rather a beginning stage exploration stage
company.  We will be unable to  generate  revenues  or make  profits,  unless we
actually mine deposits, if any actually exist.

     We lack an  operating  history  in any  business  plan we may  adopt in the
future, which will require substantial capital.

     We have limited  operating  history upon which an  evaluation of our future
success  or  failure  can  be  made.   Our  ability  to  achieve  and   maintain
profitability  and positive  cash flow over time will be dependent  upon,  among
other  things,  our ability to (i) identify and acquire  diamond and gold mining
properties or interests  that 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.

     We require funds to initiate any business plan and cover operating deficits
for the foreseeable  future;  however,  we may be unable to obtain the necessary
funding, which will have a material adverse affect on our business and financial
results.

     Increased   costs   could   increase   our   losses  or  effect   potential
profitability.  We are subject to  unpredictably  rising costs,  including those
costs affected by volatile fuel and electricity commodity prices, which may lead
to   additional   accumulated   losses  or   negatively   affect  our  potential
profitability.

     Increased government  regulation may adversely affect our business.  Should
local, state or federal  regulations  increase our costs of doing business,  our
losses will increase or our potential profitability will be negatively impacted.



                                       6
<PAGE>



     Because we do not have any type of insurance  coverage,  adverse  judgments
will negatively affect our financial condition.  Because we have not secured any
type of insurance  coverage should legal  judgments be rendered  against us, our
results of operations will negatively affected.

                  RISKS RELATED TO OUR COMMON STOCK

     "Penny  stock" rules may make buying or selling our common stock  difficult
and  severely  limit its market and  liquidity.  Trading in our common  stock is
subject to certain  regulations  adopted by the SEC commonly known as the "Penny
Stock  Rules".  Our  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 our common  stock in the market.  The "Penny  Stock"  rules  govern how
broker/dealers  can deal with their clients and "penny stock".  For sales of our
common stock, the broker/dealer  must make a special  suitability  determination
and  receive  from a  clients  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 our common stock, which
could  severely  limit  its  market  price and  liquidity.  This  could  prevent
investors  from reselling our common stock and may cause the price of the common
stock to decline.

     Although publicly traded, our common stock has substantially less liquidity
than the average  trading market for a stock quoted on national  exchanges,  and
our price may fluctuate dramatically in the future. Although our common stock is
listed for trading on the OTC Bulletin  Board,  the trading market in the common
stock has  substantially  less  liquidity  than the average  trading  market for
companies quoted on 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 our common  stock may  fluctuate
significantly  in the future,  and these  fluctuations  may be  unrelated to our
performance.  General market price declines or overall market  volatility in the
future could  adversely  affect the price of our common  stock,  and the current
market price may not be indicative of future market prices.


ITEM 1B. Unresolved Staff Comments

     Contemporaneous  with the  filing of this  Form  10-KSB,  we have  provided
responses to written  comments  dated October 8, 2008,  from the  Securities and
Exchange Commission.


ITEM 2. Description of Property

     Our offices are located at 500 Australian Avenue South, Suite 700 West Palm
Beach,  Florida 33401. Our offices consist of  approximately  200 square feet of
finished office space,  which our shareholder  permits us to use free of charge.
Our offices are adequate for our current needs.

Exploration Properties and Claims

     We currently have no exploration properties or claims.


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.



                                       7
<PAGE>



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, 2007, covered by this report.



                                     PART II


ITEM 5. Market for Common Equity and Related Stockholder Matters.

     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".
Later,  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". There is no established trading market for our common stock.

     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, 2006, and 2007, respectively.  These Quotations
represent prices between dealers, may not include retail markups,  markdowns, or
commissions and may not necessarily represent actual transactions.

         Year 2006                  High     Low
         --------------            ------   ------
         First Quarter              4.30     4.00
         Second Quarter             4.60     4.25
         Third Quarter              4.75     4.45
         Fourth Quarter             4.90     4.65

         Year 2007                  High     Low
         --------------            ------   ------
         First Quarter              4.90     3.25
         Second Quarter             3.25     1.50
         Third Quarter              1.50     1.25
         Fourth Quarter             1.50     1.18

     (b) Holders.  As of December 31, 2007, there were  approximately  5,539,040
shares of our common  stock  outstanding  held by two hundred  (200)  holders of
record.

     (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, 2007.

Miscellaneous Rights and Provisions

     Holders  of  our  common  stock  have  no  preemptive   rights.   Upon  our
liquidation,  dissolution or winding up, the holders of our common stock will be
entitled to share ratably in the net assets legally  available for  distribution
to shareholders after the payment of all of our debts and other liabilities. All
outstanding  shares  of our  common  stock  are,  and  the  common  stock  to be
outstanding   upon   completion  of  this  offering  will  be,  fully  paid  and
non-assessable. There are not any provisions in our Articles of Incorporation or
Bylaws that would prevent or delay change in our control.



                                       8
<PAGE>



Preferred Stock

     We are not authorized to issue Preferred Shares of stock in any series.

Options

     We have not  issued and do not have  outstanding  any  options to  purchase
shares of our common stock.  Convertible  Securities We have  convertible  notes
that are described in Item 5 of this Form 10-KSB.

     Purchasers of Equity Securities by the Issuer and Affiliated Purchasers Not
applicable.  Our  common  stock is  registered  pursuant  to  Section  12 of the
Securities and Exchange Act of 1934.  Additionally,  we have not repurchased any
of our shares of common stock.

Recent Sales of Unregistered Securities.

     None


ITEM 6. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation.

Overview

     We are a  development  stage  company that intends to engage in diamond and
gold exploration. We have generated no revenues from our planned operations.

Results of Operations

Revenues

     There is no historical financial information about us upon which to base an
evaluation of our performance.  We did not generate any revenues from operations
for the twelve months ended December 31, 2007 nor 2006. Accordingly, comparisons
with prior periods are not meaningful.

Operating Expenses

     Operating  expenses  increased  by $3,280  from  $31,502 for the year ended
December 31, 2006 to $34,782 for the year ended  December 31, 2007. The increase
in our net operating loss is due to increased professional fees.

Interest Expense

     Interest  expense  for the  years  ended  December  31,  2007 and 2006 were
$43,948 and $47,948.  This $4000 decrease in our interest  expense is due to the
interest  payable on  convertible  promissory  notes  that we entered  into with
Confederated  Finance Corp.  ("Convertible  Note") and the lower amortization of
the beneficial conversion feature discount of these notes.

Net Income/Loss

     Net loss  decreased  $720 from net  operating  loss of $79,450 for the year
ended  December 31, 2006 to a net  operating  loss of $78,730 for the year ended
December  31,  2007.  The  decrease  in net  operating  loss is due to the lower
amortization of the beneficial conversion feature discount of the notes payable.

     As of December 31, 2007, our accumulated deficit was $563,388.

Assets and Liabilities

     Our total  assets were $19,846 as of December  31,  2007,  which  consisted
solely of cash.



                                       9
<PAGE>



     Total Current  Liabilities as of December 31, 2007 were  $167,147,primarily
consisting of our payable to Confederated Finance Corp. for $167,000.  The notes
have been discounted by $165,000 for their beneficial conversion feature,  which
is amortized  over the life of the notes.  As of December 31, 2007,  $136,860 of
the discount has been amortized.

Financial Condition, Liquidity and Capital Resources

     At December  31, 2007,  we had cash and cash  equivalents  of $19,846.  Our
working capital is presently  ($147,301).  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, 2007, 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.

     As of  December  31,  2007,  we had cash of $19,846  and a working  capital
deficit of $147,301.  As of December 31, 2007, we had no outstanding  debt other
than ordinary notes payable to Confederated in connection with accrued  interest
payable on the  Notes.  We 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 we 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  $33,000  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.

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  consolidated  financial  statements  have been  prepared
assuming  that  we will  continue  as a going  concern.  We have a  stockholders
deficit of  $563,388 at December  31,  2007 and net losses  from  operations  of
$78,730 and  $79,450,  respectively,  for the years ended  December 31, 2007 and
2006. These conditions raise  substantial doubt about our ability to continue as
a going  concern.  The  consolidated  financial  statements  do not  include any
adjustments  that might be  necessary  if we are unable to  continue  as a going
concern.



                                       10
<PAGE>



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, 2007 and 2006.

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.


ITEM 7. Financial Statements and Supplementary Data.

     Our financial  statements  prepared in accordance  with generally  accepted
accounting  principles  and pursuant to  Regulation  S-B 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-KSB/A3.


ITEM 8. Changes  In  and  Disagreements   with  Accountants  on  Accounting  and
        Financial Disclosure.

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     On March 12, 2007, we terminated the services of Malone & Bailey, PC as our
independent auditors.

     Malone & Bailey performed audits on our financial  statements for the three
year period ended December 31, 2006,  which did not contain any adverse  opinion
or a disclaimer  of opinion,  nor was  qualified as to audit scope or accounting
principles but did carry a modification  as to going concern for the years ended
December 31, 2005 and 2006.

     There  were  no  disagreements  with  Malone  &  Bailey,  with  respect  to
accounting  or  auditing  issues of the type  discussed  in Item  304(a)(iv)  of
Regulation S-B.

     On March 12, 2007 we engaged Pollard-Kelley  Auditing Services, Inc. as our
auditors.

     During our two most recent fiscal years or any  subsequent  interim  period
prior to engaging Pollard-Kelley Auditing Services,  Inc., neither us nor anyone
acting on our behalf,  have consulted  Pollard-Kelley  Auditing Services,  Inc.,
regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of
Regulation S-B.



                                       11
<PAGE>



ITEM 8A. Controls and Procedures.

Evaluation of Disclosure 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 our
Chief Financial  Officer,  of the  effectiveness of our disclosure  controls and
procedures  (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of December 31, 2007.

     Based on such evaluation,  our management has concluded that our disclosure
controls and procedures were not effective as of the end of the last fiscal year
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.

     Management   assessed  the  effectiveness  of  our  internal  control  over
financial  reporting  as of December 31, 2007.  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, 2007, 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.



                                       12
<PAGE>



                                    PART III


ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below is the names,  ages,  positions,  with us and  business
experiences of our executive officers and directors.

Name                     Age      Position(s) with Company
---------------          ---      ---------------------------------------
Pieter DuRand             41      Chief Executive Officer, President,
                                        Secretary and Director

Business Experience

     Pieter  DuRand,  age 41, 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 our  Director  on June 30, 2004 and has
continued to serve as our director since that time.

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 his 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-B, 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
<PAGE>



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,  500
Australian  Avenue  South,  Suite 700,  West Palm Beach,  Florida  33401.  (561)
514-0194.

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 our  management  may consider  their own personal  pecuniary  benefit
rather  than our best  interests  and those of our 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 our 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.


ITEM 10. Executive Compensation

     The following table shows all the cash  compensation paid by us, as well as
certain  other  compensation  paid or  accrued,  during  the  fiscal  year ended
December 31, 2007 to our  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.




                                       14
<PAGE>



                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                     Long Term Compensation
                           Annual Compensation                               Awards                   Payouts
                   ----------------------------------------    --------------------------------  -----------------
                                             Other             Restricted        Securities       LTIP     All
Name and Position                            Annual            Stock             Underlying       Payouts  Other
Principal          Year     Salary   Bonus   Compensation      Awards            Options/SARs              Comp.
------------------ ----    ------   ------  ---------------   ------------      ---------------  -------- --------
<S>                <C>     <C>      <C>     <C>               <C>               <C>              <C>      <C>
Pieter DuRand      2007    $9,000    0       0                 0                 0                0        0
                   2006    $9,000    0       0                 0                 0                0        0
                   2005    $9,000    0       0                 0                 0                0        0
</TABLE>

<PAGE>




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.

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, 2007, 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 11. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of December 31, 2007,  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 Owned
                                    ------------------------------

Name and Address              Title of Class      Number        Percent
-----------------------------------------------------------------------

Gala Enterprises Ltd.           Common           3,000,000     54.2%
102 Van Riebeeck St
Potchefstroom, South Africa

All Executive Officers and
Directors as a Group            Common           3,000,000     54.2%
(One (1) person)
----------------------------
*     Less than 1%.



                                       15
<PAGE>



(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
     March 10, 2008. As of March 10, 2008,  there were  5,539,040  shares of our
     common stock issued and outstanding.

(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, 2007,  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. 12  Certain Relationships and Related Transactions.

     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 we are 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 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Description
-----------   --------------------------------------------
31.1     *     Certificate of the Chief  Executive  Officer and Chief  Financial
               Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1     *     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, 2007, we did not file any reports on Form 8-K.



                                       16
<PAGE>


ITEM 14. PRINCIPLE ACCOUNTANT FEES AND SERVICES

     Pollard-Kelley  Auditing  Services,  Inc.  Audit Fees.  The aggregate  fees
billed for professional services rendered was $5,385 and $4,500 for the audit of
our annual financial  statements for the fiscal year ended December 31, 2007 and
the reviews of the financial  statements  included in our Forms 10-QSB for those
fiscal years.

     Audit-Related  Fees.  The  aggregate  fees  billed  in each of the last two
fiscal years for assurance and related services by the principal accountant that
are  reasonably  related  to the  performance  of the  audit  or  review  of our
financial statements and not reported under the caption "Audit Fee."

     Tax Fees.  The  aggregate  fees billed in each of the last two fiscal years
for  professional   services  rendered  by  the  principal  accountant  for  tax
compliance, tax advice and tax planning services were $0 and $0 respectively.

     All Other Fees. Other than the services described above, the aggregate fees
billed  for  services  rendered  by the  principal  accountant  was  $0 and  $0,
respectively, for the fiscal years ended December 31, 2007.

     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
our  audited  consolidated  financial  statements  as of and for the year  ended
December 31, 2007 with management and the independent  auditors.  Management has
the  responsibility  for the  preparation  of our 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 our audited
consolidated  financial  statements and recommended that they be included in its
Annual  Report on Form 10-KSB for the year ended  December 31, 2007,  for filing
with the  Securities  and  Exchange  Commission.  The Board  also  approved  the
reappointment of Pollard-Kelley Auditing Services, Inc. as independent auditors.





                                       17
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


Reports of Independent Registered Public Accounting Firms ...................F-2

Balance Sheet................................................................F-3

Statements of Operations.....................................................F-4

Statements of Stockholders' Equity...........................................F-5

Statements of Cash Flows.....................................................F-6

Notes to Financial Statement.................................................F-7













                                       F-1
<PAGE>


             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,  2007,  and the related  statements  of  operations,  stockholders'
equity  (deficit) and cash flows for the two years in the period ended  December
31, 2007.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our 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, 2007,  and the results of its operations and its cash flows for the
two years in the  period  ended  December  31,  2007,  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.


                                       /s/Pollard-Kelley Auditing Services, Inc.
                                          Pollard-Kelley Auditing Services, Inc.
Independence, Ohio
March 12, 2008



                                       F-2
<PAGE>


<TABLE>
<CAPTION>
                              Echo Resources, Inc.
                                  Balance Sheet



                                                                                 December 31, 2007
                                                                                --------------------
<S>                                                                             <C>
                                         ASSETS
CURRENT ASSETS
  Cash                                                                          $             19,846
  Accounts receivable                                                                              0
                                                                                --------------------

          Total current assets                                                                19,846
                                                                                --------------------

OTHER ASSETS
   Mining claim interest                                                                           0
                                                                                --------------------

          Total other assets                                                                       0
                                                                                --------------------

Total Assets                                                                    $             19,846
                                                                                ====================


                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
     Accrued interest                                                           $             30,287
     Note payable                                                                            136,860
                                                                                --------------------

          Total current liabilities                                                          167,147
                                                                                --------------------

Total Liabilities                                                                            167,147
                                                                                --------------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par value, 10,000 shares authorized, 0 issued and
    outstanding                                                                                    0
  Common stock, $0.00005 par value, authorized 49,990,000 shares;
    5,539,040 issued and outstanding                                                             277
  Additional paid-in capital                                                                 415,810
  Deficit accumulated during the development stage                                          (563,388)
                                                                                --------------------

          Total stockholders' equity                                                        (147,301)
                                                                                --------------------

Total Liabilities and  Stockholders' Equity                                     $             19,846
                                                                                ====================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-3
<PAGE>


<TABLE>
<CAPTION>
                              Echo Resources, Inc.
                            Statements of Operations
                           The Year Ended December 31,


                                                                   2007               2006
                                                             -----------------  -----------------
<S>                                                          <C>                <C>

REVENUES                                                     $               0  $               0
                                                             -----------------  -----------------

OPERATING EXPENSES:
   General and administrative expenses                                  18,502             17,377
   Professional fees                                                    16,280             14,125
                                                             -----------------  -----------------

          Total expenses                                                34,782             31,502

Interest expense                                                        43,948             47,948
                                                             -----------------  -----------------

Net income (loss)                                            $         (78,730) $         (79,450)
                                                             =================  =================

Income (loss) per weighted average common share                        $(0.01)            $(0.01)
                                                             =================  =================

Number of weighted average common shares outstanding                 5,539,040          5,539,040
                                                             =================  =================
</TABLE>









     The accompanying notes are an integral part of the financial statements


                                       F-4
<PAGE>


<TABLE>
<CAPTION>
                              Echo Resources, Inc.
                   Statement of Stockholders' Equity (Deficit)



                                                                                           Deficit
                                                                                         Accumulated
                                                                          Additional      During the         Total
                                                 Number of     Common       Paid-in      Development     Stockholders'
                                                  Shares        Stock       Capital         Stage           Equity
                                               ------------- ----------- ------------- ---------------- ---------------
<S>                                            <C>           <C>         <C>           <C>              <C>

BEGINNING BALANCE, January 1, 2005                 5,539,040 $       277 $     415,810 $       (292,280)$       123,807

Net 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          15,000
Net 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          47,000
Net loss                                                   0           0             0          (78,730)        (78,730)
                                               ------------- ----------- ------------- ---------------- ---------------

BALANCE, December 31, 2007                         5,539,040 $       277 $     415,810 $       (563,388)$      (147,301)
                                               ============= =========== ============= ================ ===============
</TABLE>







     The accompanying notes are an integral part of the financial statements


                                       F-5
<PAGE>


<TABLE>
<CAPTION>
                              Echo Resources, Inc.
                            Statements of Cash Flows
                         For the Year Ended December 31,


                                                                  2007                  2006
                                                           -------------------  --------------------
<S>                                                        <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $           (78,730) $            (79,450)
Adjustments to reconcile net loss to net cash used
  by operating activities:
    Amortization of beneficial conversion feature discount              32,554                46,097
Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable - trade                          0                     0
    Increase (decrease) in accrued interest expense                     11,393                10,815
                                                           -------------------  --------------------

Net cash provided (used) by operating activities                       (34,783)              (22,538)
                                                           -------------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Deposit on options                                                          0                     0
                                                           -------------------  --------------------

Net cash provided (used) by investing activities                             0                     0
                                                           -------------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stockholder loan payable                                       0                     0
Proceeds from note payable                                              47,080                30,000
                                                           -------------------  --------------------

Net cash provided by financing activities                               47,080                30,000
                                                           -------------------  --------------------

Net increase (decrease) in cash                                         12,297                 7,462
                                                           -------------------  --------------------

CASH, beginning of period                                                7,549                    87
                                                           -------------------  --------------------

CASH, end of period                                        $            19,846  $              7,549
                                                           ===================  ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
   Exchange of assets for reduction in notes payable       $            50,000  $                  0
                                                           ===================  ====================
</TABLE>





     The accompanying notes are an integral part of the financial statements

                                       F-6
<PAGE>



                              Echo Resources, Inc.

                          Notes to Financial Statements


NOTE 1 - BASIS OF PRESENTATION

The accompanying audited financial statements of Echo Resources,  Inc., (Echo or
the  Company)have  been  prepared  in  accordance  with  accounting   principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange  Commission  ("SEC"),  and should be read in conjunction
with the  audited  financial  statements  and  notes  thereto  contained  in the
Company's financial statements filed with the SEC on Form 10-KSB. In the opinion
of management,  all  adjustments,  consisting of normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations have been reflected herein.


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  $563,388
accumulated through December 31, 2007. 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
second 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 Payable
                  -------------
          Gross proceeds from notes                $     100,000
          Less: Beneficial conversion feature           (100,000)
          Add: Amortization of discount                  100,000
                                                   -------------
        Value of note on December 31, 2007         $     100,000
                                                   =============

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.  The note was
due  September  30, 2006 and a one year  extension  of the due date to September
30,2008, 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 Payable
                  -------------
          Gross proceeds from notes                $      62,000
          Less: Beneficial conversion feature            (62,000)
          Add: Amortization of discount                   38,616
                                                   -------------
        Value of note on December 31, 2007         $      38,616
                                                   =============


                                       F-7
<PAGE>



                              Echo Resources, Inc.

                          Notes to Financial Statements


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 5 - USE OF ESTIMATES

The  financial  statements  have been  prepared in  conformity  with  accounting
principles  generally  accepted in the United States. 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.


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
<PAGE>



                                   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: November 24, 2008

                                      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
-------------------
Pieter DuRand                CEO, President & Director   November 24, 2008













                                       26