U.S.            SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

**FORM 10-KSB**

             

| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE                            SECURITIES EXCHANGE ACT OF 1934 |
|-----|-----------------------------------------------------------------------------------------------------------|

 

For the fiscal year ended February 29, 2008.

 

| [     ] | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE                            SECURITIES EXCHANGE ACT OF 1934 |
|-----------------------------|---------------------------------------------------------------------------------------------------------------|

 

For the transition period from ____ to ____.

 

Commission File Number: 000-52645

 

**STRONGBOW RESOURCES INC.**

(Exact Name of Issuer as Specified in Its Charter)

 

|   | __________Nevada__________ | 20-4119257__________ |
|--------|----------------------------|----------------------|

|   | (State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) |
|--------|-----------------------------------------------|--------------------------------------|

|   | or organization) |
|--------|------------------|

 

|   | 503-1311Howe Street, Vancouver, BC,                            Canada | V62 2P3 |
|--------|-----------------------------------------------------------------------|---------|

|   | (Address of Issuer's Principal Executive                            Offices) | (Zip Code) |
|--------|------------------------------------------------------------------------------|------------|

 

| Issuer’s telephone number: | (702) 938-3656 |
|----------------------------------|----------------|

 

Securities registered under section 12(g) of the Exchange Act: Common            Stock, ($0.001 Par Value)

 

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

 

Check whether the issuer (1) filed all reports required to be filed by            Section 13 or 15(d) of the Securities 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 contained in this form, and no disclosure will be contained, to            the best of the registrant’s knowledge, in definitive proxy or information            statements incorporated by reference in Part III of this Form 10-KSB or any amendment            to this Form 10-KSB.x

 

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Exchange). Yes [x] No [    ]

 

Issuer’s revenues for its most recent fiscal year were            $0.00

 

The            aggregate market value of the voting and non-voting common equity held by            non-affiliates as of June 10, 2008 was approximately $18,605,921.

 

As            of June 10, 2008 the Company had 103,019,736 outstanding shares of common            stock.

 

| Transitional Small Business Disclosure Format (check                            one): Yes [   ] |   | Nox |
|-----------------------------------------------------------------------------------------------------------|--------|-----|

 

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**PART            I**

 

| **ITEM 1.** | **DESCRIPTION OF                            BUSINESS**. |
|-------------|---------------------------------------------------------|

 

 

**Cautionary Statement Concerning Forward-Looking            Statements**

 

This            report contains "forward-looking statements" within the meaning of the Private            Securities Litigation Reform Act of 1995. These statements are subject to risks and            uncertainties and are based on the beliefs and assumptions of management and            information currently available to management. The use of words such as "believes,"            "expects," "anticipates," "intends," "plans," "estimates," "should," "likely" or            similar expressions, indicates a forward-looking statement.

 

Forward-looking statements are not guarantees of performance. They            involve risks, uncertainties and assumptions. Future results may differ materially from            those expressed in the forward-looking statements. Many of the factors that will            determine these results are beyond our ability to control or predict. Stockholders are            cautioned not to place undue reliance on any forward-looking statements, which speak            only to the date made. For those statements, we claim the protection of the safe harbor            for forward-looking statements contained in the Private Securities Litigation Reform            Act of 1995.

 

Factors that could cause actual results to differ materially from those            expressed or implied by such forward-looking statements include, but are not limited            to:

 

|   | • |   | our ability to finance our business plan; |
|--------|--------|--------|-------------------------------------------|

 

|   | • |   | our ability to deal effectively with competition and                            manage our growth; |
|--------|--------|--------|----------------------------------------------------------------------------------------------------|

 

|   | • |   | the success or commercial viability of our exploration                            and production plans; |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------|

 

|   | • |   | our ability to effectively judge acquisition                            opportunities and integrate acquired assets; |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------|

 

|   | • |   | general economic and business conditions and changes in                            consumer and business consumption habits. |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------|

 

We            operate in a very competitive and rapidly changing environment. New risks emerge from            time to time and it is not possible for our management to predict all risks, nor can we            assess the impact of all risks on our business or the extent to which any risk, or            combination of risks, may cause actual results to differ from those contained in any            forward-looking statements. All forward-looking statements included in this filing are            based on information available to us on the date of the filing. Except to the extent            required by applicable laws or rules, we undertake no obligation to publicly update or            revise any forward-looking statement, whether as a result of new information, future            events or otherwise. All subsequent written and oral forward-lookingstatements attributable to us or persons acting on our behalf are            expressly qualified in their entirety by the cautionary statements contained throughout            this filing.

 

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**Business**

 

Strongbow Resources Inc. (“Strongbow,” “the            company,” or “we,”) is a development stage company incorporated in            the State of Nevada on July 9, 2004. We have been relatively inactive since            inception.

 

We            originally intended to import and market plush toys and related products primarily to            the North American marketplace. However, we were not able to identify a sufficient            number of suitable products which would be available to us. Accordingly, we determined            to focus our business efforts on the exploration, development and acquisition of            mineral properties.

 

In-keeping with our change of focus, we amended our articles of            incorporation during January 2008 to change our name from Plush Mall, Inc. to Strongbow            Resources Inc. During October 2007 we amended our articles of incorporation to increase            the number of our authorized common shares from 75,000,000 to 750,000,000 (par value            $.001) and effect a forward stock split in which 10 shares of our common stock was            exchanged for each share of common stock then outstanding. The Forward Stock Split was            effectuated based on market conditions and upon a determination by our Board of            Directors that the Forward Stock Split was in our best interests and of the            shareholders.

             

On            November 28, 2007 we entered into a term sheet agreement (the “Agreement”)            with Holloman Minerals Limited (“Holloman Minerals”) which sets forth the            basis for a joint venture through which we may earn an 80% interest in seven (7)            Australian uranium mineral exploration leases (the “Leases”). The Leases            comprise 3,792 square kilometres (967,025 acres) located in the Lake Frome Embayment            near Lake Callabonna in the State of South Australia, Australia. During December 2008,            we paid a deposit of $300,000 to Holloman Minerals in connection with this            transaction.

 

Under the Agreement, we earn our 80% interest in the Leases by investing            $2,000,000 in project related expenditures within the first two (2) years, and a total            of $5,000,000 in such expenditures within four (4) years following formation of the            venture. The Agreement is in effect until July 31, 2008 and is contingent upon            completion of a comprehensive joint venture agreement acceptable to both            parties.

 

We            did not participate in any mineral exploration during the year ended February 29, 2008.            As of June 1, 2008 we did not have any proven mineral reserves and we did not have any            revenue.

 

During the remainder of fiscal 2009 we plan to complete joint venture            agreements with Holloman Minerals or other third parties to explore for minerals in            Australia.

 

***Competition***

 

We            operate in a highly competitive industry, competing with other mining and exploration            companies, and institutional and individual investors, which are actively seeking            uranium minerals exploration properties throughout the world together with the            equipment, labor and materials required to exploit such properties. Many of our            competitors have financial resources,staff and facilities            substantially greater than ours. The principal area

 

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of            competition is encountered in the financial ability to cost effectively acquire prime            minerals exploration prospects and then exploit such prospects. Competition for the            acquisition of uranium minerals exploration properties is intense, with many properties            available in a competitive bidding process in which we may lack technological            information or expertise available to other bidders. Therefore, we may not be            successful in acquiring and developing profitable properties in the face of this            competition. No assurance can be given that a sufficient number of suitable uranium            mineral exploration properties will be available for acquisition and            development.

 

***Regulation***

 

Uranium mining operations are subject to comprehensive regulation, which            may cause substantial delays or require capital outlays in excess of those anticipated,            causing an adverse effect on our business operations. If economic quantities of uranium            are found in sufficient quantities to warrant uranium mining operations, such mining            operations are subject to regulation relating to the protection of the environment,            including laws regulating removal of natural resources from the ground and the            discharge of materials into the environment. Uranium mining operations are also subject            to laws and regulations which seek to maintain health and safety standards by            regulating the design and use of mining methods and equipment. Various permits from            government

bodies are required for mining operations to be conducted; no assurance            can be given that such permits will be received. Environmental standards imposed by            authorities may be changed and any such changes may have material adverse effects on            our activities. Moreover, compliance with such laws may cause substantial delays or            require capital outlays in excess of those anticipated, thus resulting in an adverse            effect on us. Additionally, we may be subject to liability for pollution or other            environmental damages which we may elect not to insure against due to prohibitive            premium costs and other reasons. To date we have not been required to spend material            amounts on compliance with environmental regulations. However, we may be required to do            so in future and this may affect our ability to expand or maintain our            operations.

 

***Environmental Considerations***

 

Uranium minerals exploration and development and mining activities are            subject to certain environmental regulations, which may prevent or delay the            commencement or continuance of our operations. Uranium minerals exploration and            development and future potential uranium mining operations are or will be subject to            stringent federal, state, provincial, and local laws and regulations relating to            improving or maintaining environmental quality. Our operations are also subject to many            environmental protection laws. Environmental laws often require parties to pay for            remedial action or to pay damages regardless of fault. Environmental laws also often            impose liability with respect to divested or terminated operations, even if the            operations were terminated or divested of many years ago.

 

Future potential uranium mining operations and current exploration            activities are or will be subject to extensive laws and regulations governing            prospecting, development, production, exports, taxes, labor standards, occupational            health, waste disposal, protection and remediation of the environment, protection of            endangered and protected species,  mine safety,  toxicsubstances  and  other matters. Uranium mining is also subject            to risks

 

 

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and            liabilities associated with pollution of the environment and disposal of waste products            occurring as a result of mineral exploration and production. Compliance with these laws            and regulations will impose substantial costs on us and will subject us to significant            potential liabilities.

 

**Risks**

 

***We are a new entrant into the uranium minerals exploration and            development industry without profitable operating            history***. To date, our activities have been limited to            organizational efforts and obtaining working capital. As a result, there is limited            information regarding production or revenue generation. As a result, our future            revenues may be limited. The business of minerals exploration and development is            subject to many risks and if uranium is found in economic quantities, the potential            profitability of future possible uranium mining ventures depends upon factors beyond            our control, including, but not limited to: (i) unanticipated ground and water            conditions and adverse claims to water rights; (ii) geological problems; (iii)            metallurgical and other processing problems; (iv) the occurrence of unusual weather or            operating conditions and other force majeure events; (v) lower than expected ore            grades; (vi) accidents; (vii) delays in the receipt of or failure to receive necessary            government permits; (viii) delays in transportation; (ix) labor disputes; (x)            government permit restrictions and regulation restrictions; (xi) unavailability of            materials and equipment; and (xii) the failure of equipment or processes to operate in            accordance with specifications or expectations.

***Our exploration activities may not be commercially successful,            which could lead us to abandon our plans to develop the property and its investments in            exploration******.***Our            long-term success depends on its ability to establish commercially recoverable            quantities of ore on our mineral properties that can then be developed into            commercially viable mining operations. Mineral exploration is highly speculative in            nature, involves many risks and is frequently non-productive. These risks include            unusual or unexpected geologic formations, and the inability to obtain suitable or            adequate machinery, equipment or labor. The success of uranium exploration is            determined in part by the following factors:

 

a)                                     identification of potential uranium mineralization based on superficial            analysis;

|   | b)    | availability of government-granted exploration                            permits; |
|--------|-----------------|------------------------------------------------------------------------------------|

|   | c)    | the quality of management and geological and technical                            expertise; and |
|--------|-----------------|--------------------------------------------------------------------------------------------------|

|   | d)    | the capital available for exploration. |
|--------|-----------------|----------------------------------------|

Substantial expenditures are required to establish proven and probable            reserves through drilling and analysis, to develop metallurgical processes to extract            metal, and to develop the mining and processing facilities and infrastructure at any            site chosen for mining. Whether a mineral deposit will be commercially viable depends            on a number of factors, which include, without limitation, the particular attributes of            the deposit, such as size, grade and proximity to infrastructure; metal prices, which            fluctuate widely; and government regulations, including, without limitation,            regulations relating to prices, taxes, royalties, land tenure, land use, importing and            exporting of  minerals  and  environmental  protection.             We  may  invest  significant  capital and resources in            explorationactivities and abandon such investments if it is            unable to identify commercially exploitable mineral reserves. Our

inability to acquire or the decision to abandon a project may            reduce  the  trading price  of our common stock and

 

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impair our ability to raise future financing. We cannot provide any            assurance to investors that we will discover or acquire any mineralized material in            sufficient quantities on any of our properties to justify commercial operations.            Further, we will not be able to recover the funds that we spend on exploration if we            are not able to establish commercially recoverable quantities of ore on our mineral            properties.

 

***The risks associated with exploration and development and, if            applicable, mining could cause personal injury or death, environmental damage, delays            in mining, monetary losses and possible legal            liability******.***We are            not currently engaged in mining operations because we are in the acquisition phase and            have no proved uranium reserves. We carry no liability insurance and when purchased,            cost effective insurance contains exclusions and limitations on coverage and may be            unavailable in some circumstances.

 

***We have never earned a            profit****.*We expect to            incur losses during the foreseeable future and we may never be profitable. To enable us            to continue in business we will eventually need to earn a profit or obtain additional            financing until we are able to earn a profit.

 

***Our failure of to obtain capital may significantly restrict our            proposed operations***. We need additional capital to            fund our operating losses and to explore for uranium. We do not know what the terms of            any future capital raising may be but any future sale of our equity securities would            dilute the ownership of existing stockholders and could be at prices substantially            below the market price of our common stock. We may not be able to obtain the capital we            need.

 

***Sales of a substantial number of shares of our common stock in            the public market by certain stockholders could cause a reduction in the market price            of our common stock***. Any significant downward            pressure on the price of our common stock as the selling stockholders sell their shares            of our common stock could encourage short sales by the selling stockholders or others.            Any such short sales could place further downward pressure on the price of our common            stock.

 

***A decline in the price of our common stock could affect our            ability to raise further working capital and adversely impact our            operations******.***A            decline in the price of our common stock could result in a reduction in the liquidity            of our common stock and a reduction in our ability to raise additional capital for our            operations. Because our operations to date have been principally financed through the            sale of equity securities, a decline in the price of our common stock could have an            adverse effect upon our liquidity and our continued operations. A reduction in our            ability to raise equity capital in the future would have a material adverse effect upon            our business plan and operations, including our ability to continue our current            operations.

 

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| **ITEM 2.** | **DESCRIPTION OF                            PROPERTY**. |
|-------------|---------------------------------------------------------|

 

We            maintain a 590 square foot administrative office in a modern high-rise office building            located at 503-1311 Howe Street Vancouver, BC, Canada V6Z2P3. Our office facilities are            leased for $2,400 per month under the terms of a 12 month agreement which expires in            January 2009.

 

| **ITEM 3.** | **LEGAL PROCEEDINGS.** |
|-------------|------------------------|

 

None

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY                            HOLDERS**. |
|-------------|-------------------------------------------------------------------------------------|

 

On            January 7, 2008, Lorne Reicher, a former officer and controlling shareholder, adopted            and approved, via joint written consent with our Board of Directors, an amendment to            our Articles of Incorporation changing our name from Plush Mall, Inc. to Strongbow            Resources Inc. Mr. Reicher was the owner of record of 70,000,000 shares of our common            stock, which represented approximately 68.62% of the common shares then outstanding. No            consideration was paid for the consent.

 

**PART II**

 

**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER            MATTERS.**

 

On            November 23, 2007 our common stock began trading on the OTC Bulletin Board under the            symbol "PMLL." On February 11, 2008 our trading symbol was changed to            “STBR.” The following chart show the high and low bid prices as quoted by            the OTC Bulletin Board Market for each quarter for the fiscal year ended February 29,            2008. Such prices represent quotations between dealers, without dealer markup, markdown            or commissions, and may not represent actual transactions.

 

| **Fiscal                            Quarter**      | **High** | **Low** |
|----------------------------------------------------|----------|---------|
| 1st Fiscal                            Quarter 2008 | N/A      | N/A     |
| 2nd Fiscal                            Quarter 2008 | N/A      | N/A     |
| 3rd Fiscal                            Quarter 2008 | $0.85    | $0.10   |
| 4th Fiscal                            Quarter 2008 | $0.84    | $0.32   |

 

During            October 2007, we amended our articles of incorporation to; a) increase the number of            our authorized common shares from 75,000,000 to 750,000,000 and b) effect a forward            stock split in which 10 shares of our common stock was exchanged for each share of            common stock then outstanding.

 

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There            is currently only a limited market for our common stock. A limited market is            characterized by a relatively limited number of shares in the public float, relatively            low trading volume and the small number of brokerage firms acting as market makers. The            market for low priced securities is generally less liquid and more volatile than            securities traded on national stock markets. Fluctuations in market prices are not            uncommon. No assurance can be given that the market for our common stock will continue            or that the stock price will be maintained.

 

The            Securities and Exchange Commission has adopted regulations which generally define a            "penny stock" to be any equity security that has a market price (as defined) of less            than $5.00 per share or an exercise price of less than $5.00 per share, subject to            certain exceptions. As a result, our shares of common stock are subject to rules that            impose additional sales practice requirements on broker-dealers who sell such            securities to persons other than established clients  and "accredited investors".            For  transactions  covered by  these rules, the broker-dealer

must            make a special suitability determination for the purchase of such securities and have            received the purchaser's written consent to the transaction prior to the purchase.            Additionally, for any transaction involving a penny stock, unless exempt, the rules            require the delivery, prior to the transaction, of a risk disclosure document mandated            by the SEC relating to the penny stock market. The broker-dealer must also disclose the            commission payable to both the broker-dealer and the registered representative, current            quotations for the securities and, if the broker-dealer is the sole market maker, the            broker-dealer must disclose this fact and the broker-dealer's presumed control over the            market. Finally, monthly statements must be sent disclosing recent price information            for the penny stock held in the account and information on the limited market in penny            stocks. Consequently, the "penny stock" rules may restrict the ability of            broker-dealers to sell our shares of common stock and may affect the ability of            investors to sell such shares of common stock in the secondary market and the price at            which investors can sell any of such shares.

 

As            of June 10, 2008 we had 35 shareholders of record for our common stock.

 

We            have not declared any dividends and we do not plan to declare any dividends in the            foreseeable future. We plan to retain any earnings to finance the expansion of our            operations.

 

During December 2007, we sold 750,000 shares of our common stock to an            accredited investor at a price of $0.40 per share (total proceeds -            $300,000).

 

During January 2008, we sold 144,736 investment units to two accredited            investors at a price of $0.38 per unit (total proceeds - $55,000). Each unit consisted            of one share of our common stock and one stock purchase warrant providing the option to            purchase of one share of our common stock at a price of $0.50 until January            2010.

 

We            relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in            connection with the sale of these securities. We believe that the investors had            knowledge and experience in financial and business matters which allowed him to            evaluate the merits and risks of an investment in our securities. We did not pay any            underwriting discounts or sales commissions in connection with the sale of these            shares. However, we did pay finders fee of $16,050 in connection with these private            placements.

 

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As            of June 10, 2008 we had 103,019,736 outstanding shares of common stock.

 

**ITEM            6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

 

**General**

 

We            were incorporated on July 9, 2004. We originally intended to import and market            plush toys and related products primarily to the North American marketplace. However we            were not able to identify a sufficient number of suitable products which would be            available to us. Accordingly, we determined to focus our business efforts on the            acquisition, exploration and development of mineral properties.

 

As            of February 29, 2008 we have no mineral properties and generated no revenues from            operations. Between July 2004 and May 2008 we have been relatively inactive. As a            result, a comparison of our operations for the twelve months ended February 29, 2008            with our operations for the twelve months ended February 28, 2007 is not            meaningful.

 

During November 2007 we entered into a term sheet agreement (the            “Agreement”) with Holloman Minerals which sets forth the basis for a joint            venture through which we may earn an 80% interest in seven (7) Australian uranium            mineral exploration leases (the “Leases”). During December 2008, we paid a            deposit of $300,000 to Holloman Minerals in connection with this            transaction.

 

During the fiscal year ended February 29, 2008, we sustained an            operating loss of $69,974 which relates entirely to the administration of our            operations.Of the $42,336 we reported as current liabilities at December 31, 2007,            $20,621 is an advance from a related party.

 

We            intend to seek additional mineral properties in Australia. In that connection, we plan            to identify, negotiate and rely upon third party farm-ins and other joint venture            partners to assist in the exploration and development of current and future            properties.

 

**Liquidity and Capital Resources**

 

Under our Agreement with Holloman Minerals, we earn our 80% interest in            the Leases by investing $2,000,000 in project related expenditures within the first two            (2) years, and a total of $5,000,000 in such expenditures within four (4) years            following formation of the venture. As a participant in the Leases, we will be required            to drill and complete other work on the covered lands. If we elect to drill all the            wells and perform all other work required by the Leases, very early estimates suggest            that the cost will be over $1,000,000 during the twelve months ending June 1, 2009 and            well over $5,000,000 over the terms of the Leases. Further, current projections            indicate administrative and financing costs may approximate $500,000 for the twelve            months ending June 1, 2009.

 

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At            February 29, 2008, we had advances payable of $13,419 to an unrelated party and $20,621            payable to one of a former Officer and Director. These advances were used to support            our administrative operations. All advances are unsecured, non-interest bearing, and            have no set terms of repayment.

 

Our            material future contractual obligations as of February 29, 2008 are shown            below.

 

|   |    Amounts due during twelve months                            ending |
|--------|---------------------------------------------------------------------------------|

|   |                                                              February                            29,                                                         |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Description | Total |   2009   |   2010   |   2011   |
|--------|-------------|-------|-------------------------|------------------------------|--------------------|

 

|   | Advances payable |    $ 34,040 |      $ 34,040 | -- | -- |
|--------|------------------|-----------------------|-----------------------------------|----|----|

 

Our            operations have been financed from the sale of our common stock and advances from our            current and former officers, directors and their affiliates.

 

We            are attempting to raise the capital required to implement our business plan. We believe            our plan of operations we will require approximately $1,500,000 in financing over the            twelve-month period ending June 1, 2009.

 

If            we are unable to raise the financing we need, our business plan will fail and our            stockholders will loose their investment. There can be no assurance that we will be            successful in raising the capital we require, or that if the capital is offered, it            will be subject to terms we consider acceptable. Investors should be aware that even in            the event we are able to raise the funds we require, there can be no assurance that we            will succeed in our drilling or production plans and we may never be            profitable.

 

As            of June 1, 2008 we did not have any off balance sheet arrangements.

 

**Critical Accounting Policies and Estimates**

 

***Measurement Uncertainty***

 

The            process of preparing financial statements requires that we make estimates and            assumptions that affect the reported amounts of assets and liabilities, the 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. Such estimates            primarily relate to unsettled transactions and events as of the date of the financial            statements; accordingly, actual results may differ from estimated amounts. Significant            items subject to such estimates and assumptions include the carrying value of assets,            income taxes, and legal and environmental risks and exposure.

 

Accounts receivable are stated after evaluation as to their            collectibility and an appropriate allowance for doubtful accounts is provided where            considered necessary. Amortization of property and equipment is based on the estimated            useful lives of those assets.

 

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These estimates and assumptions are reviewed periodically and, as            adjustments become necessary they are reported in earnings in the periods in which they            become known.

 

***Joint Venture Activities***

 

Substantially all of our mineral exploration and production activities            are conducted jointly with others, and, accordingly, our financial statements reflect            only our proportionate interest in such activities.

 

***Foreign Currency Translation***

 

Transaction amounts denominated in foreign currencies are translated            into their functional currency equivalents at exchange rates prevailing at the            transaction dates. Carrying values of monetary assets and liabilities reflect the            exchange rates at the balance sheet date. Gains and losses on translation or settlement            are included in the determination of net income for the current period.

 

***Deferred Income Taxes***

 

We            follow the asset and liability method of accounting for future income taxes. Under this            method, future income tax assets and liabilities are recorded based on temporary            differences between the carrying amount of balance sheet items and their corresponding            tax bases. In addition, the future benefits of income tax assets, including unused tax            losses, are recognized, subject to a valuation allowance, to the extent that it is more            likely than not that such future benefits will ultimately be realized. Future income            tax assets and liabilities are measured using enacted tax rates and laws expected to            apply when the tax liabilities or assets are to be either settled or            realized.

 

***Loss per share***

 

We            compute basic loss per share by dividing net loss by the weighted average number of            shares outstanding during the period. The weighted average number of shares is            calculated by taking the number of shares outstanding and weighting them by the amount            of time that they were outstanding. Diluted loss per share is computed after giving            effect to all dilutive potential common shares that were outstanding during the period.            Dilutive potential common shares consist of incremental shares issuable upon the            exercise of stock options and warrants, contingent stock, and conversion of preferred            shares. The dilutive effect of potential common shares is not considered in our EPS            calculation as the impact would be anti-dilutive.

 

See            Note 2 to the financial statements included as part of this report for a discussion of            recent accounting pronouncements.

 

| **ITEM 7.** | **FINANCIAL                            STATEMENTS**. |
|-------------|------------------------------------------------------|

 

Attached.

 

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**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING            AND FINANCIAL DISCLOSURES.**

 

Not            applicable.

 

**ITEM            8A(T). CONTROLS AND PROCEDURES.**

 

Our            Chief Executive and Financial Officer evaluated the effectiveness of our disclosure            controls and procedures as of the end of the period covered by this report; and in            their opinion our disclosure controls and procedures were not effective to ensure that            material information relating to us, is made known to them by others within the            Company, particularly during the period in which this report is being prepared, so as            to allow timely decisions regarding required disclosure. There were no changes in our            internal controls over financial reporting that occurred during the quarter ended            February 29, 2008 that have affected, or are reasonably likely to materially affect,            our internal control over financial reporting.

 

***Management’s Report on Internal Control Over Financial            Reporting***

 

Our            management is responsible for establishing and maintaining adequate internal control            over financial reporting as required by Sarbanes-Oxley (SOX) Section 404.A. Our            internal control over financial reporting is a process designed under the supervision            of our Chief Executive and Financial Officers to provide reasonable assurance regarding            the reliability of financial reporting and the preparation of our financial statements            for external purposes in accordance with Generally Accepted Accounting            Principles.

 

As            of the end of the period covered by this report, management assessed the effectiveness            of our internal control over financial reporting based on the criteria for effective            internal control over financial reporting established in Internal Control - Integrated            Framework issued by the Committee of Sponsoring Organizations of the Treadway            Commission (“COSO”) and SEC guidance on conducting such assessments. Based            on that evaluation, management concluded that during the period covered by this report            our internal controls and procedures were not effective to detect the incorrect            application of GAAP as more fully described below. This was due to deficiencies that            existed in the design or operation of our internal control over financial reporting            that may be considered to be material weaknesses.

 

The            matters involving internal controls and procedures that our management considered to be            material weaknesses were: (1) the lack of a functioning audit committee and lack of a            majority of outside directors, resulting in ineffective oversight in the establishment            and monitoring of required internal controls and procedures; (2) inadequate segregation            of duties consistent with control objectives; (3) insufficient written policies and            procedures for accounting and financial reporting with respect to GAAP and SEC            disclosure requirements; and (4) ineffective controls over period end financial            disclosure and reporting processes. These material weaknesses were identified by our            Chief Executive and Financial Officers in connection with the audit of our financial            statements as of February 29, 2008.

 

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----

 

Management believes that the material weaknesses described above did not            have an affect on our financial results.

 

We            are committed to improving our organization. As part of this commitment, we intend            create an audit committee as soon as practicable. That committee will oversee the            establishment and monitoring of required internal controls and procedures. We also            intend to: (i) increase our accounting personnel and technical accounting expertise            when funds are available which will also permit the segregation of duties, (ii) appoint            one or more outside directors who will also be appointed to our audit committee; and            (iii) prepare and implement sufficient written policies and procedures pertaining to            accounting and financial reporting in accordance with GAAP and SEC disclosure            requirements.

 

Management believes that the creation of an audit committee and the            addition of outside directors will remedy the lack of a majority of outside directors.            In addition, management believes that preparing and implementing improved written            policies and checklists will remedy the following material weaknesses (i) insufficient            written policies  and  procedures  pertaining  to  accounting             and financial  reporting in accordance  with GAAP and SEC

 

 

disclosure requirements; and (ii) ineffective controls over period end            financial close and reporting. Further, management believes that the hiring of            personnel who have accounting expertise and knowledge will result in the proper            segregation of duties and provide more checks and balances.

 

We            will continue to monitor and evaluate the effectiveness of our internal controls and            procedures over financial reporting on an ongoing basis and are committed to taking            further action and implementing additional improvements as necessary and as funds            allow.

             

| **ITEM 8B.** | **OTHER INFORMATION** |
|--------------|-----------------------|

 

None

**PART III**

 

| **ITEM 9.** | **DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL                            PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16A OF THE                            EXCHANGE ACT** |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **Name** | **Age** | **Position** |
|--------|----------|---------|--------------|

             

|   | Darren Hayes | 42 | President, Chief Executive Officer and                            Director |
|--------|--------------|----|----------------------------------------------------------------------------|

|   | Herbert Schmidt | 65 | Chief Financial Officer, Secretary,                            Treasurer and Director |
|--------|-----------------|----|---------------------------------------------------------------------------------------|

|   | John Risinger | 48 | Director |
|--------|---------------|----|----------|

 

Our            Directors are elected for a one-year term and hold office until the next annual meeting            of our shareholders or until their resignation or removal by a vote of our            shareholders. Officers are appointed by the Board of Directors and serve at the            discretion of the Board. There is no family relationship between or among any of our            Directors or Officers.

 

-13-

----

 

 

**Darren Hayes, President, Principal Executive Officer and            Director**

 

Darren Hayes joined our Board of Directors on March 24, 2008 and            undertook his role as our President and Chief Executive Officer on April 9, 2008. Since            2004, Mr. Hayes has also acted as President and Director of Copper Road Resources Inc.            From 2001 to 2004, Mr. Hayes was an international sales representative for            International Parkside Products. He has more than 20 years business management and            consulting experience. Mr. Hayes holds a Free Miners License, a British Columbia            Prospector License, and has been involved in the exploration and development of mining            properties in both Canada and Mexico and Australia. He also has broad experience in            exploring and reviewing prospect data and valuation techniques, determining mine            economics and resource grade capabilities.

 

**Herbert Schmidt, Chief Financial Officer, Secretary, Treasurer and            Director**

 

Herbert Schmidt CPA, joined our Board of Directors and became our Chief            Financial Officer October 22, 2007. On April 9, 2008 he also became our Corporate            Secretary and Treasurer. Mr. Schmidt has been a finance and accounting professional            since 1983 and has distinguished himself in both the public and private accounting            sectors. Since 2001, he has served as the Director of Finance and Administration for            the SLC Companies, a celebrity-based business distributing products endorsed by Suzanne            Somers. In that capacity, he oversaw the creation of the companies’ websites and            designed and implemented their warehousing and distribution system. Prior to that, he            was the Accounting Manager for Miod and Company, a Los Angeles forensic accounting            firm, an independent consultant with clients in entertainment, transportation, and            manufacturing. Prior to 2001, Mr. Schmidt also served as the Chief Financial Officer of            Com-Net Industries, a California networking pioneer, and as Controller for Klausner            Transportation Company, and wrote the original business plan for L.A Gear.

 

**John Risinger, Director**

 

John            Risinger joined our Board of Directors on September 13, 2007. During the last 5 years,            John has acted as President of Larca Pty Ltd. He has had a diversified career in            exploration, production, drilling, and operations spanning more than 40 years. He has            held various international and domestic drilling supervisory roles and managed a wide            range of large scale exploration drilling programs on a turnkey basis, often in            extremely remote areas. His expertise includes strategic management, process            engineering, safety and technical reviews, due diligence, feasibility studies, training            and auditing. Mr. Risinger currently serves a director of Holloman Minerals Ltd. and            Larca Pty Ltd., both of which are involved in the exploration and development of            natural resources in Australia. In addition, John also serves on the board of directors            for RMG Limited and Adavale Resources Limited, both of which are corporations listed on            the Australian Stock Exchange.

 

We            have no independent directors, as that term is defined in Section 121(A) of the listing            standards of the American Stock Exchange.

 

-14-

 

----

 

**Changes in Management**

 

The            following table shows the changes in our officers and directors since March 1,            2007.

|   | Appointed |
|--------|-----------|

|   | to (A) or |
|--------|-----------|

|   | Resigned (R) | Positions Appointed to |
|--------|--------------|------------------------|

| Date | Name | from Positions | Positions Resigned From |
|------|------|----------------|-------------------------|

 

| 9/13/07 | John Risinger | A | Director |
|---------|---------------|---|----------|

| 10/22/07 | Herbert Schmidt | A | Chief Financial Officer

and Director |
|----------|-----------------|---|---------------------------------------|

 
| 3/24/08 | Darren Hayes | A | Director |
|---------|--------------|---|----------|

 
| 4/9/08 | Lorne Reicher | R | President, Chief Executive Officer, Secretary,                        Treasurer

and Director |
|--------|---------------|---|-----------------------------------------------------------------------------------------------|

 
| 4/9/08 | Herbert Schmidt | A | Secretary and Treasurer |
|--------|-----------------|---|-------------------------|

 
| 4/9/08 | Herbert Schmidt | A | Secretary and Treasurer |
|--------|-----------------|---|-------------------------|

 
| 4/9/08 | Darren Hayes | A | President and Chief Executive

Officer |
|--------|--------------|---|----------------------------------------|

Our            operations to date have been limited and we are relatively inactive. As a result, we            have not adopted a code of ethics that applies to our principal executive and financial            officers, nor have we formed separate audit, compensation or nominating committees to            our Board of Directors. Instead, our entire Board of Directors acts in the capacity of            those committees. Our management intends to adopt a code of ethics and create a            separate audit committee as soon as practicable.

 

Our            Bylaws provide that nominations of persons for election to the Board of Directors of            the corporation may be made at a meeting of stockholders by or at the direction of the            Board of Directors.

 

We            do not currently have a process for security holders to send communications to the            Board of Directors.  However, we welcome comments and questions from our            shareholders.  Shareholders can direct communications to our Chief Executive            Officer, Darren Hayes, at our executive offices, 503-1311Howe Street, Vancouver, BC,            Canada.  While we appreciate all comments from shareholders, we may not be able to            individually respond to all communications.  We attempt to address shareholder            questions and concerns on our website at www.strongbowresources dot com, in our press            releases and documents filed with the SEC so that all shareholders  have   access  to             information  about us  at  the  same  time.  Mr.            Hayes  collects  and  evaluates  all

shareholder communications.  If the communication is directed to            the Board of Directors generally or to a specific director, Mr. Hayes will             disseminate  the  communications to the appropriate party at the next            scheduled

 

-15- 

 

----

 

Board of Directors meeting.  If the communication requires a more            urgent response, Mr. Hayes will direct that communication to the appropriateperson as soon as practicable.  All communications addressed to our            directors and executive officers will be reviewed by those parties unless the            communication is clearly frivolous.

 

**Compliance With Section 16a Of The Exchange Act**

 

Section 16(a) of the Securities Exchange Act of 1934, as amended,            requires that our directors and executive officers and persons who beneficially own            more than 10% of our common stock (referred to herein as the “reporting            persons”) file with the Securities and Exchange Commission various reports as to            their ownership of and activities relating to our common stock. Such reporting persons            are required by the SEC regulations to furnish us with copies of all Section 16(a)            reports they file. Based solely upon a review of copies of Section 16(a) reports and            representations received by us from reporting persons, and without conducting any            independent investigation of our own, we believe all Forms 3, 4 and 5 were timely filed            with the Securities and Exchange Commission by such reporting persons.

 

| **ITEM 10.** | **EXECUTIVE COMPENSATION.** |
|--------------|-----------------------------|

 

The            following table shows the compensation paid to our Chief Executive Officer and those            executive officers that earned more than $100,000 during the fiscal years ended            February 28, 2008, 2007 and 2006. No other compensation was paid to any officer other            than the cash compensation set forth below.

 

**Summary Compensation Table**

|   |   |   |  |   |  |  |
|--------|--------|--------|--|--------|--|--|

| **Name and** |   |   | **Stock** | **Option** | **All Other** | **Total** |
|--------------|--------|--------|-----------|------------|---------------|-----------|

| **Principal** | **Salary** | **Bonus** | **Awards** | **Awards** | **Compensation** | **Total** |
|---------------|------------|-----------|------------|------------|------------------|-----------|

| **Position                                                     Year** | **($)** | **   ($)** | **   ($)** | ** ($)** | **   ($)** | **($)** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|----------------------|----------------------|---------------|----------------------|---------|

| Lorne                        Reicher                2008 | **  ** -- | **  --** | **  ** -- | **  ** -- | ** **   -- | ** ** -- |
|------------------------------------------------------------------------------------------------------------------------------------------|---------------------|--------------------|---------------------|---------------------|----------------------|---------------|
| Prior CEO,                        CFO,            2007 | **  ** -- | **  --** | **  ** -- | **  ** -- | ** **   -- | ** ** -- |
|--------------------------------------------------------------------------------------------------------------------|---------------------|--------------------|---------------------|---------------------|----------------------|---------------|
| President,                                              2006 | **  ** -- | **  --** | **  ** -- | **  ** -- | ** **   -- | ** ** -- |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|--------------------|---------------------|---------------------|----------------------|---------------|
| Secretary and | **  ** |   |  | **  ** | ** **   |   |
|---------------|------------------|--------|--|------------------|-------------------|--------|
| Treasurer | **  ** |   | **  ** |   | ** **   |   |
|-----------|------------------|--------|------------------|--------|-------------------|--------|

 

**Director Compensation**

 

Our            Directors are reimbursed for reasonable out-of-pocket expenses in connection with            attendance at Board of Director and committee meetings. Directors have not been            compensated for their service as directors.

 

**Stock-Based Compensation and Stock Option Grants**

 

We            have not granted stock-based compensation or stock options to our executive officers.            We have never had any annuity, pension or retirement benefits for our officers,            directors or employees.

 

 

-16-

 

----

             

             

             

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND            MANAGEMENT.**

 

The            following table shows as of June 10, 2008, the beneficial ownership of shares of common            stock by (i) each person known to us who owns beneficially more than 5% of the            outstanding shares of common stock, (ii) each of our Officers and Directors and (iv)            all of our Executive Officers and Directors as a group. Unless otherwise indicated,            each stockholder has sole voting and investment power with respect to the shares            shown.

 

|   | **Name and address of** | **Number of Shares** | **  Percentage of** |
|--------|-------------------------|----------------------|--------------------------|

|   | **     beneficial                            owner    ** | **of Common                        Stock** | **C**ommon Stock                            (1)**** |
|--------|---------------------------------------------------------------------------------------------|--------------------------------------------|-----------------------------------------------------|

             

|   | Darren Hayes

President, Chief Executive

Officer and Director

4117 Mountain Hwy

North Vancouver, BC V7K 2J7 | 5,000,000 | 4.85% |
|--------|----------------------------------------------------------------------------------------------------------------|-----------|-------|

|   | Herbert Schmidt

Chief Financial Officer, Secretary,

Treasurer and Director

2240 Dolorosa Street

Woodland Hills, CA  91367 | 3,000,000 | 2.91% |
|--------|------------------------------------------------------------------------------------------------------------------------------------|-----------|-------|

|   | John Risinger

Director

Unit 8-9

88 Forrest Street

Cottesloe, WA 6001

Australia | 33,000,000(2) | 32.03% |
|--------|-------------------------------------------------------------------------------------|---------------|--------|

             

|   | All Officers and Directors

as a group (five persons) |  

41,000,000 |  

39.80% |
|--------|-------------------------------------------------------|--------------------|----------------|

             

|   | Holloman Minerals Pty Ltd.

Unit 8-0

88 Forrest Street

Cottesloe, WA, 6017

Australia |  

                             

                             

                             

26,400,000 |  

                             

                             

                             

25.63% |
|--------|-----------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|

-17-

             

----

             

             

|   | Larca Pty Ltd. | 6,600,000 | 6.41% |
|--------|----------------|-----------|-------|

                           Unit 8-9

88 Forrest Street

Cottesloe, WA, 6017

Australia

             

(1) This table is based on 103,019,736 shares of common stock issued and            outstanding on June 10, 2008.

(2) Comprised of shares held indirectly by Holloman Minerals Pty Ltd.            (26,400,000 shares)  and Larca Pty Ltd. (6,600,000 shares), over which Mr.            Risinger has or shares voting or investment power.

             

             

**Changes in Control**

 

To            the knowledge of management, there are no present arrangements or pledges of securities            of which may result in a change in the control of the Company.

 

             

**ITEM 12. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR            INDEPENDENCE.**

 

In            November 2007 we entered into an Term Sheet agreement with Holloman Minerals setting            forth the terms of a proposed joint venture for the exploration and development of            seven (7) Australian mineral exploration licenses. During December 2007 we paid a            $300,000 deposit in connection with this transaction. Definitive joint venture            agreements have not been completed. On March 18, 2008 Holloman Minerals purchased            26,400,000 shares of our common stock and became our largest shareholder. Our Director,            John Risinger is also a Director of Holloman Minerals. In addition, Mr. Risinger serves            as a Director of Larca Pty Ltd, a company with whom we may undertake certain mining            operations.

 

During fiscal 2008, Lorne Reicher, our former Chief Executive Officer            and Director advanced us $17,500 to support administrative operations. Advances from            Mr. Reicher totalling $20,621 since inception remain outstanding at February 29, 2009.            These advances are unsecured, non-interest bearing, and have no set terms of            repayment.

 

 

| **ITEM 13.** | **EXHIBITS**. |
|--------------|---------------|

 

| **Exhibit Number** | **Description of Exhibit** |
|--------------------|----------------------------|

|   | 3.1 | Articles of Incorporation(1) |
|--------|-----|------------------------------|

|   | 3.2 | Corporate Bylaws(1) |
|--------|-----|---------------------|

|   | 10.1 | Term Sheet between Strongbow Resources Inc and Holloman                            Minerals Limited |
|--------|------|-----------------------------------------------------------------------------------------------------|

 

-18-

----

 

|   | 10.2 | Amendment No. 1 to Term Sheet between Strongbow                            Resources Inc and Holloman Minerals Limited |
|--------|------|------------------------------------------------------------------------------------------------------------------------|

|   | 31 | Rule 13a-14(a)/15d-14(a) Certifications |
|--------|----|-----------------------------------------|

|   | 32 | Section 1350 Certifications |
|--------|----|-----------------------------|

 

| (1) | Previously filed with our Form SB-2 on December 1, 2006                            and incorporated by reference. |
|-----|-------------------------------------------------------------------------------------------------------------------|

 

| **ITEM 14.** | **PRINCIPAL ACCOUNTANT FEES AND                            SERVICES.** |
|--------------|------------------------------------------------------------------------|

 

The            following table sets forth the aggregate fees paid or accrued for professional services            rendered by Dale Matheson Carr-Hilton LaBonte LLP Chartered Accountants for the audit            of our annual financial statements for fiscal years 2008 and 2007, and the aggregate            fees paid or accrued for audit-related services and all other services rendered by Dale            Matheson Carr-Hilton LaBonte for those years.
|   |   |  **  2008** |   **2008** |
|--------|--------|-----------------------|----------------------|

|   | Audit-related fees   | $15,000 |  $7,000      |
|--------|--------------------------------|---------|--------------------------------------------|

|   | Tax                            fees                                                                                                                                      0 |                                                                 0 |   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

|   | Total | **$15,000** | ** $7,000**      |
|--------|-------|-------------|------------------------------------------------|

 

For            the fiscal years ended February 28, 2008 and 2007 audit services, audit-related            services and tax services were pre-approved by our Board of Directors. During both            years, we concluded that the service provided by Dale Matheson Carr-Hilton LaBonte was            compatible with the maintenance of that firm’s independence in the conduct of its            auditing functions.

 

-19-

----

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING            FIRM**

 

To the            Stockholders of Strongbow Resources Inc. (formerly Plush Mall Inc.)

 

We            have audited the accompanying balance sheets of Strongbow Resources Inc. (an            exploration stage company) as at February 29, 2008 and February 28, 2007 and the            statements of operations, stockholders' equity and cash flows for the years then ended            and the period from July 9, 2004 (inception) to February 29, 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 audit.

 

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

 

In            our opinion these financial statements present fairly, in all material respects, the            financial position of Strongbow Resources Inc. as at February 29, 2008 and February 28,            2007 and the results of its operations and its cash flows for the years then ended and            the period from July 9, 2004 (inception) to February 29, 2008 in conformity with            accounting principles generally accepted in the United States of America.

 

The            accompanying financial statements have been prepared assuming that the Company will            continue as a going concern. As discussed in Note 1 to the financial statements, the            Company has incurred losses in developing its business and further losses are            anticipated. The Company requires additional funds to meet its obligations and the            costs of its operations. These factors raise substantial doubt about the Company's            ability to continue as a going concern. Management's plans in this regard are described            in Note 1. The financial statements do not include any adjustments that might result            from the outcome of this uncertainty.

 

 

|   | "DMCL" |
|--------|--------|

|   | DALE MATHESON CARR-HILTON LABONTE LLP |
|--------|---------------------------------------|

|   | CHARTERED ACCOUNTANTS |
|--------|-----------------------|

Vancouver, Canada

June 9,            2008

 

 

-20-

----

 

 

**STRONGBOW RESOURCES INC.**

**(formerly Plush Mall, Inc.)**

**(An Exploration Stage Company)**

 

**BALANCE SHEETS**

 

|                                                                                     |  

                             

February 29,

2008 |  

                             

February 28,

2007 |
|------------------------------------------------------------------------------------------|----------------------------------------------------------------|----------------------------------------------------------------|
|                                                                                     |                                                           |                                                           |
| **ASSETS**                                                                               |                                                           |                                                           |
|                                                                                     |                                                           |                                                           |
| **CURRENT**                                                                              |                                                           |                                                           |
| Cash                                                                                     | $ 1,136                                                        | $ 4,455                                                        |
| Receivable                                                                               | 1,953                                                          | -                                                              |
| Prepaid expenses                                                                         | -                                                              | 1,036                                                          |
| Deposit                                                                                  | 300,000                                                        | -                                                              |
|                                                                                     |                                                           |                                                           |
|                                                                                     | $ 303,089                                                      | $ 5,491                                                        |
|                                                                                     |                                                           |                                                           |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY                            (DEFICIT)**      |                                                           |                                                           |
|                                                                                     |                                                           |                                                           |
|                                                                                     |                                                           |                                                           |
| **CURRENT**                                                                              |                                                           |                                                           |
| Accounts payable and accrued liabilities                                                 | $ 21,715                                                       | $ 10,593                                                       |
| Due to related party                                                                     | 20,621                                                         | 3,121                                                          |
|                                                                                     |                                                           |                                                           |
|                                                                                     | 42,336                                                         | 13,714                                                         |
|                                                                                     |                                                           |                                                           |
| **STOCKHOLDERS’ EQUITY (DEFICIT)**                                                 |                                                           |                                                           |
| Capital stock                                                                            |                                                           |                                                           |
| Authorized:                                                                              |                                                           |                                                           |
| 750,000,000 shares of common stock, $0.001 par                            value,         |                                                           |                                                           |
| Issued and outstanding:                                                                  |                                                           |                                                           |
| 102,894,736 shares of common stock (2007 –                            102,000,000) | 11,095                                                         | 10,200                                                         |
| Additional paid-in capital                                                               | 350,855                                                        | 12,800                                                         |
| Deficit accumulated during the exploration                            stage              | (101,197)                                                      | (31,223)                                                       |
|                                                                                     |                                                           |                                                           |
|                                                                                     | 260,753                                                        | (8,223)                                                        |
|                                                                                     |                                                           |                                                           |
|                                                                                     | $ 303,089                                                      | $ 5,491                                                        |
|                                                                                     |                                                           |                                                           |

 

 

 

The            accompanying notes are an integral part of these financial statements.

 

 

-21-

 

----

 

**STRONGBOW RESOURCES INC.**

**(formerly Plush Mall, Inc.)**

**(An Exploration Stage Company)**

 

**STATEMENTS OF OPERATIONS**

 

|                                    | Year ended

February 29, 2008 | Year ended February 28, 2007 | July 9, 2004 (date of inception) to February 29,                            2008 |
|-----------------------------------------|-------------------------------|------------------------------|----------------------------------------------------------------------------------|
|                                    |                          |                         |                                                                             |
|                                    |                          |                         |                                                                             |
| **GENERAL AND ADMINISTRATIVE EXPENSES** |                          |                         |                                                                             |
| Office and general                      | $ 20,886                      | $ 4,936                      | $ 28,257                                                                         |
| Consulting Fees                         | 27,191                        | 3,303                        | 30,494                                                                           |
| Professional fees                       | 21,897                        | 19,885                       | 42,446                                                                           |
|                                    |                          |                         |                                                                             |
| **NET LOSS**                            | $ (69,974)                    | $ (28,124)                   | $ (101,197)                                                                      |

 

 

|                                                                            |        |               |
|---------------------------------------------------------------------------------|-------------|--------------------|
| BASIC AND DILUTED NET LOSS PER SHARE                                            | $ (0.00)    | $ (0.00)           |
|                                                                            |        |               |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES                            OUTSTANDING | 102,188,104 |  

94,066,667 |

 

 

 

 

 

 

 

 

The            accompanying notes are an integral part of these financial statements.

 

 

-22-

 

----

**STRONGBOW RESOURCES INC.**

**(formerly Plush Mall, Inc.)**

**(An Exploration Stage Company)**

 

**STATEMENT OF STOCKHOLDERS’ EQUITY**

**FOR THE PERIOD FROM JULY 9, 2004 (DATE INCEPTION) TO FEBRUARY 29,            2008**

 

|  

                                                                                    |  

                             

Common Stock | Additional Paid-in Capital                                           | Deficit Accumulated During the Development                            Stage                            | Total                                                                                                        |
|--------------------------------------------------------------------------------------------------|----------------------------------------------------------|----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
| Number of shares                                                                                 | Amount                                                   |                                                                 |                                                                                                   |                                                                                                         |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Balance, July 9, 2004                                                                            | -                                                        | $           - | $                                        - | $                                         - | $                                        - |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Net loss                                                                                         | -                                                        | -                                                                    | -                                                                                                      | (1,699)                                                                                                      | (1,699) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Balance, February 28, 2005                                                                       | -                                                        | -                                                                    | -                                                                                                      | (1,699)                                                                                                      | (1,699) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Net loss                                                                                         | -                                                        | -                                                                    | -                                                                                                      | (1,400)                                                                                                      | (1,400) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Balance, February 28, 2006                                                                       | -                                                        | -                                                                    | -                                                                                                      | (3,099)                                                                                                      | (3,099) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Common stock issued for cash at $0.0001 per share -                            March 2006        |  

70,000,000                                       |  

7,000                                                        |  

-                                                                                              |  

-                                                                                                    |  

7,000 |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Common stock issued for cash at $0.0005 per share -                            March 2006        |  

32,000,000                                       |  

3,200                                                        |  

12,800                                                                                         |  

-                                                                                                    |  

16,000 |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Net loss                                                                                         | -                                                        | -                                                                    | -                                                                                                      | (28,124)                                                                                                     | (28,124) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Balance, February 28, 2007                                                                       | 102,000,000                                              | 10,200                                                               | 12,800                                                                                                 | (31,223)                                                                                                     | (8,223) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Common stock issued for cash at $0.40 per share –                            December 2007 |  

750,000                                          |  

750                                                          |  

299,250                                                                                        |  

-                                                                                                    |  

300,000 |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Units issued for cash at $0.38 per share – January                            2008         |  

144,736                                          |  

145                                                          |  

54,855                                                                                         |  

-                                                                                                    |  

55,000 |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Finders fee paid on private placements                                                           | -                                                        | -                                                                    | (16,050)                                                                                               | -                                                                                                            | (16,050) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Net Loss                                                                                         | -                                                        | -                                                                    | -                                                                                                      | (69,974)                                                                                                     | (69,974) |
|                                                                                             |                                                     |                                                                 |                                                                                                   |                                                                                                         |   |
| Balance, February 29, 2008                                                                       | 102,894,736                                              | $ 11,095                                                             | $ 350,855                                                                                              | $ (101,197)                                                                                                  | $ 260,753 |

 

The            accompanying notes are an integral part of these financial statements.

 

 

-23-

 

----

 

**STRONGBOW RESOURCES INC.**

**(formerly Plush Mall, Inc.)**

**(An Exploration Stage Company)**

 

**STATEMENTS OF CASH FLOWS**

 

|                                                                     | Year ended

February 29, 2008 | Yearended February 28,

2007 | July 9, 2004 (date of inception) to February 29,                            2008 |
|--------------------------------------------------------------------------|-------------------------------|------------------------------|----------------------------------------------------------------------------------|
|                                                                     |                          |                         |                                                                             |
|                                                                     |                          |                         |                                                                             |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                 |                          |                         |                                                                             |
| Net loss                                                                 | $ (69,974)                    | $ (28,124)                   | $ (101,197)                                                                      |
| Changes in operating assets and liabilities                              |                          |                         |                                                                             |
| Prepaid expenses                                                         | 1,036                         | (1,036)                 | -                                                                                |
| Accounts receivable                                                      | (1,953)                       | -                            | (1,953)                                                                          |
| Deposit                                                                  | (300,000)                     | -                            | (300,000)                                                                        |
| Accounts payable and accrued liabilities                                 | 11,122                        | 10,593                  | 21,715                                                                           |
|                                                                     |                          |                         |                                                                             |
| **NET CASH USED IN OPERATING ACTIVITIES**                                | (359,769)                     | (18,567)                     | (381,435)                                                                        |
|                                                                     |                          |                         |                                                                             |
|                                                                     |                          |                         |                                                                             |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                 |                          |                         |                                                                             |
| Proceeds from issuance of common stock                                   | 338,950                       | 23,000                  | 361,950                                                                          |
| Related party advances                                                   | 17,500                        | 22                      | 20,621                                                                           |
|                                                                     |                          |                         |                                                                             |
| **NET CASH PROVIDED BY FINANCING                            ACTIVITIES** | 356,450                  | 23,022                  | 382,571                                                                          |
|                                                                     |                          |                         |                                                                             |
| **INCREASE  (DECREASE)**                                            | (3,319)                  | 4,455                        | -                                                                           |
|                                                                     |                          |                         |                                                                             |
| **CASH, BEGINNING**                                                      | 4,455                    | -                       | 1,136                                                                            |
|                                                                     |                          |                         |                                                                             |
| **CASH, ENDING**                                                         | $ 1,136                  | $ 4,455                 | $ 1,136                                                                     |
|                                                                     |                          |                         |                                                                             |

 

Supplemental disclosures with respect to cash flows:

 

| Cash paid for interest | $    -    | $    -    | $    -  |
|------------------------|----------------------------------------------|-----------------------------------------|-----------------------------|

 

| Cash paid for income taxes | $    -    | $    -    | $    -  |
|----------------------------|-----------------------------------------|-----------------------------------------|-----------------------------|

 

 

The            accompanying notes are an integral part of these financial statements.

 

-24-

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**STRONGBOW RESOURCES, INC.**

**(formerly Plush Mall, Inc.)**

**(An Exploration Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

 

| **FEBRUARY 29, 2008** |
|-----------------------|

 

 

**NOTE 1 – NATURE OF OPERATIONS**

             

Strongbow Resources Inc. (the “Company”) was incorporated in            the State of Nevada on July 9, 2004. The Company is in the exploration stage and            focuses its business efforts on the exploration, development and acquisition of mineral            properties.

             

The            accompanying financial statements have been prepared assuming the Company will continue            as a going concern. As of February 29, 2008, the Company has not yet achieved            profitable operations and has accumulated a deficit of $101,197. Its ability to            continue as a going concern is dependent upon the ability of the Company to obtain the            necessary financing to meet its obligations and pay its liabilities arising from normal            business operations when they come due. The outcome of these matters cannot be            predicted with any certainty at this time and raise substantial doubt that the Company            will be able to continue as a going concern. These financial statements do not include            any adjustments to the amounts and classification of assets and liabilities that may be            necessary should the Company be unable to continue as a going concern. Management            intends to obtain additional funding by borrowing funds from its directors and            officers, or a private placement of common stock.

 

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING            POLICIES**

             

**Basis of presentation**

The            accounting and reporting policies of the Company conform to accounting principles            generally (“GAAP”) accepted in the United States of America applicable to            exploration stage enterprises. The functional currency is the U.S. dollar and the            financial statements are presented in U.S. dollars.

 

**Financial instruments**

Fair            value of the Company's financial instruments, consisting of cash, receivable and            accounts payable and accrued liabilities and amount due to related party, are estimated            to be equal to their carrying value. It is management's opinion that the Company is not            exposed to significant interest, currency or credit risks arising from these financial            instruments.

 

**Income taxes**

The            Company has adopted Statement of Financial Accounting Standards "SFAS" No. 109 -            "Accounting for Income Taxes" No. 109 requires the use of the asset and liability            method of accounting of income taxes. Under the asset and liability method of SFAS No.            109, deferred tax assets and liabilities are recognized for the future tax consequences            attributable to temporary differences between the financial statements carrying amounts            of assets and liabilities and their respective tax bases. Deferred tax assets            andliabilities are measured using enacted tax rates expected to            apply to taxable income in the years in which those temporary differences are expected            to be recovered or settled.

 

-25-

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In            June 2006, the Financial Accounting Standards Board (“FASB”) issued            Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation            of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty            in income taxes by prescribing a two-step method of first evaluating whether a tax            position has met a more likely than not recognition threshold and, second, measuring            that tax position to determine the amount of benefit to be recognized in the financial            statements. FIN 48 provides guidance on the presentation of such positions within a            classified balance sheet as well as on de-recognition, interest and penalties,            accounting in interim periods, disclosure and transition. FIN 48 was adopted by the            Company on March 1, 2007.

             

**Loss per share**

The            Company computes net loss per share in accordance with SFAS No. 128 "Earnings per            Share" which requires presentation of both basic and diluted earnings per share            (“EPS”) on the face of the statement of operations. Basic EPS is computed            by dividing net loss available to common shareholders by the weighted average number of            shares outstanding during the period. Diluted EPS gives effect to all dilutive            potential common shares outstanding during the period including convertible debt, stock            options, and warrants, using the treasury stock method. Diluted loss per share figures            are equal to those of basic loss per share for each period since the warrants have been            excluded as they are anti-dilutive.

             

**Foreign currency translation**

The            financial statements are presented in United States dollars. In accordance with SFAS            No. 52, “Foreign Currency Translation”, foreign denominated monetary assets            and liabilities are translated into their United States dollar equivalents using            foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets            and liabilities are translated at the transaction date. Revenue and expenses are            translated at average rates of exchange during the period. Related translation            adjustments are reported as a separate component of stockholders’ equity, whereas            gains or losses resulting from foreign currency transactions are included in results of            operations.

             

**Use of estimates**

The            preparation of financial statements in conformity with GAAP 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. The Company regularly evaluates estimates and assumptions. The Company bases            its estimates and assumptions on current facts, historical experience and various other            factors that it believes to be reasonable under the circumstances, the results of which            form the basis for making judgments about the carrying values of assets and liabilities            and the accrual of costs and expenses that are not readily apparent from other sources.            The actual results experienced by the Company may differ materially and adversely from            the Company's estimates. To the extent there are material differences between the            estimates and the actual results, future results of operations will be affected. The            most significant estimate relates to the estimate of future income tax            rates.

 

-26-

 

----

 

**Recent Accounting Pronouncements**

In            December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in            Consolidated Financial Statements” (“SFAS No. 160”). This Statement            amends Accounting Research Bulletin (ARB) No. 51 to establish accounting and reporting            standards for the non-controlling (minority) interest in a subsidiary and for the            deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a            subsidiary is an ownership interest in the consolidated entity that should be reported            as equity in the consolidated financial statements will have no impact. SFAS No. 160 is            effective for the Company’s fiscal year beginning March 1, 2009. Management has            determined that the adoption of this standard will not have an impact on the            Company’s financial statements.

 

In            December 2007, the FASB issued SFAS 141R, Business Combinations, SFAS 141R replaces            SFAS 141. The statement retains the purchase method of accounting for acquisitions, but            requires a number of changes, including changes in the way assets and liabilities are            recognized. Management has determined that the accounting standard will have no effect            on the Company.

 

In            March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and            Hedging Activities. SFAS 161 is intended to improve financial reporting about            derivative instruments and hedging activities by requiring enhanced disclosures to            enable investors to better understand their effects on an entity's financial position,            financial performance, and cash flows. SFAS 161 achieves these improvements by            requiring disclosure of the fair values of derivative instruments and their gains and            losses in a tabular format. It also provides more information about an entity’s            liquidity by requiring disclosure of derivative features that are credit risk-related.            Finally, it requires cross-referencing within footnotes to enable financial statement            users to locate important information about derivative instruments. SFAS 161 will be            effective for financial statements issued for fiscal years and interim periods            beginning on March 1, 2009, will be adopted by the Company beginning in the first            quarter of 2009. The Company does not expect there to be any significant impact of            adopting SFAS 161 on its financial position, cash flows and results of            operations.

 

On            December 21, 2007, the Securities and Exchange Commission issued Staff Accounting            Bulletin (“SAB”) No. 110. SAB 110 provides guidance to issuers on the            method allowed in developing estimates of expected term of "plain vanilla" share            options in accordance with SFAS No. 123(R), "Share-Based Payment". The staff will            continue to accept, under certain circumstances, the use of a simplified method beyond            December 31, 2007 which

amends question 6 of Section D.2 as included in SAB 107, "Valuation of            Share-Based Payment Arrangements for Public Companies", which stated that the            simplified method could not be used beyond December 31, 2007. SAB 110 is effective            March 1, 2008 for the Company. The Company is currently evaluating the potential            impact, if any, that the adoption of SAB 110 will have on its financial            statements.

 

 

-27-

 

----

 

**NOTE 3 – DEPOSIT ON            ACQUISITION                                                                                                                                         **

 

On            November 28, 2007, the Company entered into an agreement with Holloman Minerals Limited            (“Holloman”). Pursuant to the terms of the agreement, Holloman has granted            the Company the right to acquire up to a 80% interest in Holloman’s CCP Project            (the “Property”), consisting of 7 uranium exploration licenses, located in            the Lake Frome Embayment near Lake Callabonna in the State of South Australia in            consideration of:

             

|   | 1. | The payment to Holloman of a $300,000 (AUD$340,000)                            refundable deposit on or before December 15, 2007 (paid). |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | The investment by the Company of a minimum of $5,000,000                            in work commitment expenditures on the Property in accordance with the                            following schedule: |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | $2,000,000 to be incurred within the first two years                            following execution of the formal joint venture agreement; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | an additional $3,000,000 to be incurred within the first                            four years following execution of the agreement. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------|

**NOTE 4 – RELATED PARTIES TRANSACTIONS**

 

As of            February 29, 2008, a director of the Company had advances outstanding of $20,621 (2007            - $3,121) to the Company. The amounts payable are unsecured, non-interest bearing with            no set terms of repayment.

 

**NOTE 5 – CAPITAL STOCK**

 

On            October 5, 2007, the Company completed a ten for one (10:1) forward stock split of its            common shares. All share and per share information in these financial statements has            been retro-actively restated for all periods presented to give effect to this stock            split.

 

During December 2007, the Company issued 750,000 common shares for            proceeds of $300,000.

 

During January 2008, the Company issued 144,736 units for proceeds of            $55,000 at a subscription price of $0.38 per unit. Each unit consists of one common            share and one share purchase warrant. One share purchase warrant provides the holder            with the option to purchase one common share at a price of $0.50 until January 2010.            The Company paid a finders fee of $16,050 in connection with these private            placements.

 

On            February 29, 2008, the weighted average remaining life and exercise price of all            outstanding warrants was 23 months and $0.50 per share. No value has been attributed to            the warrants.

 

At            February 29, 2008, the Company had no issued or outstanding stock options.

 

-28-

 

----

 

**NOTE 6 – INCOME TAXES**

 

The            provision for income taxes reported differs from the amounts computed by applying            aggregate income tax rates for the loss before tax provision due to the            following:

 

|                                                                                    | **2008**                                                                                               | **2007**                                                                                               |
|-----------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|
|                                                                                    |                                                                                                   |                                                                                                   |
| Loss before income taxes                                                                | $ (69,974)                                                                                             | $ (28,214)                                                                                             |
| Statutory tax rate                                                                      | 35%                                                                                               | 35%                                                                                                    |
|                                                                                    |                                                                                                   |                                                                                                   |
| Expected recovery of income taxes computed at standard                            rates | 22,490                                                                                            | 9,834                                                                                             |
| Valuation Allowance                                                                     | (22,940)                                                                                               | (9,834)                                                                                                |
|                                                                                    |                                                                                                   |                                                                                                   |
|                                                                                    | $                                        - | $                                        - |

 

At            February 29, 2008, the Company had accumulated non-capital loss carry-forwards of            approximately $101,000, which are available to reduce taxable income in future taxation            years and expire as follows:

 

| 2026 | $ |     3,000 |
|------|---|--------------------------|

| 2027 |   |   28,000 |
|------|--------|---------------|

| 2028 |   |   70,000 |
|------|--------|---------------|
|   | $ | 101,000 |
|--------|---|---------|

The            potential future tax benefits of these expenses and losses carried-forward have not            been reflected in these financial statements due to the uncertainty regarding their            ultimate realization.

 

The            Company has not filed income tax returns since inception in the United States and            Canada. Both taxing authorities prescribe penalties for failing to file certain tax            returns and supplemental disclosures. Upon filing there could be penalties and interest            assessed. Such penalties vary by jurisdiction and by assessing practices and            authorities. As the Company has incurred losses since inception there would be no known            or anticipated exposure to penalties for income tax liability. However, certain            jurisdictions may assess penalties for failing to file

returns and other disclosures and for failing to file other            supplementary information associated with foreign ownership, debt and equity positions.            Inherent uncertainties arise over tax positions taken with respect to transfer pricing,            related party transactions, tax credits, tax based incentives and stock based            transactions. Management has considered the likelihood and significance of possible            penalties associated with its current and intended filing positions and has determined,            based on their assessment, that such penalties, if any, would not be expected to be            material.

 

**NOTE 7 – SUBSEQUENT EVENT**

 

During            March 2008, the Company issued 125,000 common shares for proceeds of            $50,000.

 

-29-

 

----

 

**SIGNATURES**

 

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

 
> 
**STRONGBOW RESOURCES                                            INC.**

| Date: | June 13, 2008 |
|-------|---------------|

> By:  /s/ Darren                                                Hayes                                                                                                                                                                                                          Darren Hayes, Principal Executive Officer                                                       and President                                                                                             By:  /s/                                                Herbert                                                Schmidt                                                                                                         Herbert Schmidt, Principal Financial                                                and                                                       Accounting Officer

In            accordance with the Securities 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 | Date |
|-----------|------|

 

| /s/Darren                            Hayes___________________________

Darren Hayes, Chief Executive Officer,                            President |
|----------------------------------------------------------------------------------------------------------------------------------------------------|

| and Director | June 13, 2008 |
|--------------|---------------|

 

| /s/ Herbert                            Schmidt_________________________

Herbert Schmidt, Chief Financial                            Officer,

Secretary, Treasurer and Director |  

                             

June 13, 2008 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|

 

| ________________________________________ |
|------------------------------------------|

John            Risinger, Director

 

-30-