SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________





FORM
10-KSB/A


(Amendment No. 1)





(Mark
One)





__X__
            Annual
      report under section 13 or 15(d) of the Securities Exchange Act of 1934
      for the fiscal year ended December 31,
2007.





______
              Transition
      report under section 13 or 15(d) of the Securities Exchange Act of 1934
      for the transition period from ____ to
____.





Commission
File Number: 333-143767








BLUEBIRD
EXPLORATION
COMPANY


(Exact
Name of Issuer as Specified in Its Charter)





Delaware
            
            1000
            
            N/AState
      of Incorporation
            
            Primary
      Standard Industrial Employer Classification Code Number #
            
            I.R.S
      Identification No.





Bluebird
Exploration Company


209-3608
Deercrest Drive


North
Vancouver, BC V7G2S8


Telephone: 
604-488-7608


(Address
and Telephone Number of Issuer's Principal Executive Offices)





The
Company Corporation


2711
Centerville Road, Suite 400


Wilmington,
Delaware 19808


Telephone:
302-636-5440


Facsimile:
302-636-5454


(Name,
Address, and Telephone Number of Agent)





Securities
registered under Section 12(b) of the Exchange Act:





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock Par Value $0.0001


(Title of
Class)





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





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











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 fiscal year 2007 -- $0





The
estimated aggregate market values of the voting and non-voting common equity
held by non-affiliates computed by reference to the most recent sale of the
Company’s common stock sold via the Company’s Registration Statement filed on
Form SB-2 deemed effective July 9, 2007 offering of the common equity was
$64,400 on March 14, 2008.





Indicate
the number of shares outstanding of each of the issuer's classes of common stock
at the latest practicable date. As of March 14, 2008 the registrant had
13,220,000 shares of common stock, $0.0001 par value, issued and
outstanding.





Transitional
Small Business Disclosure Format (Check one):   YES
_____     NO __X__








2




Explanatory
Note:




The
Company is filing this amendment to its report filed on Form 10-KSB for the
period December 31, 2007, as filed with the SEC on March 28, 2008, to correct an
error in the filing where the dates for the signatures on the Form 10-KSB and
the Officers' Certifications (Exhibits 31.1 & 31.2) were inadvertently
omitted.






TABLE
OF CONTENTS





Statement
Regarding Forward-Looking Information





PART
      I
            PageItem
      1.
            Description
      of Business
            4Item
      2.
            Description
      of Property
            5Item
      3.
            Legal
      Proceedings
            6Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            6PART
      IIItem
      5.
            Market
      for the Registrant's Common Equity And Related Stockholder
      Matters
            6Item
      6.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            7Item
      7.
            Financial
      Statements
            11Item
      8.
            Changes
      in and Disagreements on Accounting and Financial
    Disclosures
            22Item
      8A.
            Controls
      and Procedures
            22Item
      8B.
            Other
      Information
            23PART
      IIIItem
      9.
            Directors
      and Executive Officers of the Registrant
            23Item
      10.
            Executive
      Compensation
            25Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management
            25Item
      12.
            Certain
      Relationships and Related Transactions
            26Item
      13.
            Exhibits
      and Reports on Form 8K
            26Item
      14.
            Principal
      Accounting Fees and Services
            26








3





THIS
REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES
SUCH AS THE DEPENDENCE OF THE COMPANY ON AND THE ADEQUACY OF CASH FLOWS. THESE
FORWARD-LOOKING STATEMENTS AND OTHER STATEMENTS MADE ELSEWHERE IN THIS REPORT
ARE MADE IN RELIANCE ON THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.





PART
I





Item
1.   Description of Business.





In
General





We intend
to commence operations as an exploration stage company. We will be engaged in
the exploration of mineral properties with a view to exploiting any mineral
deposits we discover.  We own an option to acquire an undivided 100%
beneficial interest in two mineral claims in the Nelson Mining Division, located
due south of Nelson, British Columbia, Canada. There is no assurance that a
commercially viable mineral deposit exists on the claims.  We do not have
any current plans to acquire interests in additional mineral properties, though
we may consider such acquisitions in the future.





Mineral
property exploration is typically conducted in phases.  Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration.  We have not yet commenced the
initial phase of exploration on the claims.  Once we have completed each
phase of exploration, we will make a decision as to whether or not we proceed
with each successive phase based upon the analysis of the results of that
program.  Our director will make this decision based upon the
recommendations of the independent geologist who oversees the program and
records the results.





Our plan
of operation is to conduct exploration work on the claim in order to ascertain
whether it possesses economic quantities of copper, nickel and cobalt.
 There can be no assurance that an economic mineral deposit exists on the
claims until appropriate exploration work is completed.





Even if
we complete our proposed exploration programs on the claims and we are
successful in identifying a mineral deposit, we will have to spend substantial
funds on further drilling and engineering studies before we will know if we have
a commercially viable mineral deposit.








4





Location,
Access and Description





The
claims are part of the Bluebird mineral claim group located 9 kilometers due
south of Nelson, British Columbia, in the Nelson Mining Division. The claims
enclose 810 hectares from Apex Creek across the summit of Evening Ridge to
Highway 6 between the towns of Nelson and Salmo.  The center of claim
512465 is located at 117*13’43”W, 49*25’24”N.  The center of claim
512466 is located at 117*11’41” W, 49*25’30”N.  Coordinates are within
National Topographic System (NTS) map-area 082F06W and the Terrain Resources
Integrated Management (TRIM) maps 082F044 and 082F045.  Locations are
given as National Topographic System coordinates using a Universal Transverse
Mercator (UTM) grid and the North American Datum of 1983 (NAD83); the area lies
entirely within Zone 11U of the grid.





The
property is accessed directly from Highway 6 between Nelson and Salmo, 9
kilometers south of Nelson, and also by a well-maintained gravel road which
leads to the Apex Ski Resort.  Access to the claims is on foot via an
overgrown logging road up the right bank of Apex Creek.





The
Bluebird claim group is located in the western Kootenay Mountains of
southeastern British Columbia, in an area of moderate, locally steep topography
with elevations ranging from 920 meters above sea level near Highway 6 to as
much as 1850 meters above sea level on Midnight Ridge.  Despite the
locally steep slopes, nearly all of the property is accessible on foot, with
proper caution.





The
climate is characterized by warm summers, cool equinoxes and mild
winters.  Annual precipitation is 730 centimeters, of which roughly a
third falls as snow during the winter months of November through
March.  Moderate, locally thick growth of subalpine conifers and alder
occurs on north-facing slopes.  Logging roads are lined by poplar,
aspen and alder.





Product
Research and Development





The
Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.





There are
no employees of the Company, excluding the current President and Director, Peter
Lawrence Wells, of the corporation.





Item
2.   Description of Property.





We own an
option to the mineral exploration rights relating to the two mineral claims in
the Bluebird claim group (See “Bluebird Claim Purchase Agreement”
above).  We do not own any real property interest in the claims or
any other property.





Currently,
Mr. Wells is allowing the Company to utilize his home office at no charge to the
Company and he as agreed to do so for as long as practical to both
parties.








5





Item
3.   Legal Proceedings.





The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.





No
director, officer, or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.





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





There
have been no matters submitted to the security holders for a vote.





PART
II





Item
5.   Market for the Registrant’s Common Equity And Related
Stockholder Matters And Small Business Issuer Purchase of Equity
Securities.





SHAREHOLDERS





As of
December 31, 2007, there were approximately 33 holders of record of our common
stock.





DIVIDEND
POLICY





We have
never declared a cash dividend on our common stock and our Board of Directors
does not anticipate that we will pay cash dividends in the foreseeable future.
Any future determination to pay cash dividends will be at the discretion of our
board of directors and will depend upon our financial condition, operating
results, capital requirements, restrictions contained in our agreements and
other factors which our Board of Directors deems relevant.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





The
following table summarizes securities authorized for issuance under equity
compensation plans:





Equity
      Compensation Plan InformationPlan
      Category
            
            Number
      of shares of securities to be issued upon exercise of outstanding options,
      warrants and rights
            
            Weighted-average
      exercise price of outstanding options, warrants and rights
            
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))(a)
            
            (b)
            
            (c
      )Equity
      compensation plans approved by security holders
            
            0
            
            0
            
            0Equity
      compensation plans not approved by security holders
            
            0
            
            0
            
            0Total
            
            0
            
            0
            
            0







6





RECENT
SALES OF UNREGISTERED SECURITIES





We did
not sell any unregistered securities in the year ended December 31,
2007.





Between
December 2005 and December 2006 we completed an offering of 322,000 shares of
our common stock at a price of $0.05 per share to a total of thirty-two
purchasers.  The total amount received from this offering was $16,100.
 These shares were purchased pursuant to Regulation S of the Securities
Act.  In December 2006 the Company’s shareholders approved a forward split
on its common stock of ten (10) shares for one (1) share of existing stock for
shareholders of record on December 19, 2006.  The number of common
stock shares outstanding increased from 1,322,000 to 13,220,000





PURCHASES
OF EQUITY SECURITIES BY THE SMALL BUSINESS ISSUER AND AFFILIATED
PURCHASERS





As of the
date of this annual report the Company nor any affiliated purchaser have
purchased any equity securities in any other entity and neither has repurchased
any of the Company’s equity securities.





Item
6.   Plan of Operation.





The
following discussion should be read in conjunction with the Company’s audited
financial statements, including the notes thereto, appearing elsewhere in this
annual report.





Company
Overview





We intend
to commence operations as an exploration stage company. We will be engaged in
the exploration of mineral properties with a view to exploiting any mineral
deposits we discover.  We own an option to acquire an undivided 100%
beneficial interest in two mineral claims in the Nelson Mining Division, located
due south of Nelson, British Columbia, Canada. There is no assurance that a
commercially viable mineral deposit exists on the claims.  We do not have
any current plans to acquire interests in additional mineral properties, though
we may consider such acquisitions in the future.





Plan
of Operations – General





Based on
previous studies done on the area, the Company plans to undertake an initial
exploration program consisting of two phases.  The first phase would
consist of geological mapping, prospecting and geochemical sampling. Geological
mapping involves plotting previous exploration data relating to a property on a
map in order to determine the best property locations to conduct subsequent
exploration work. Prospecting involves analyzing rocks on the property surface
with a view to discovering indications of potential mineralization.
 Geochemical sampling involves gathering rock and soil samples from
property areas with the most potential to host economically significant
mineralization.  All samples gathered are sent to a laboratory where they
are crushed and analyzed for metal content.








7





The first
phase is estimated to cost $8,500 as described below.





Budget –
Phase I





Mobilization/Demobilization
            
            $
            2,000Geologist
      (3 days @ $400/day)
            
            $
            1,200Geotechnician
      (3 days @ $300/day)
            
            $
            900Equipment
      rental, fuel, food, supplies
            
            $
            700Assays
      (20 @ $30 each)
            
            $
            600Helicopter
      (3 hours @ $800/hour)
            
            $
            2,400Report
            
            $
            500Filing
      Fees
            
            $
            200Total
            
            $
            8,500





The
second phase would consist of a follow-up of the initial stage geological
mapping and include a detailed geophysical survey.  As much of the property
remains unmapped, the entire claim block would be flown by airborne magnetic and
electromagnetic surveys.  Horizontal loop electromagnetic (HLEM)
surveying should be carried out over the entire claim block wherever
possible.  This will help determine the probability of sulphide
mineralization occurring within the claim block.  Also HLEM surveying
and ground magnetic surveying would need to be carried out over any areas of
positive results from airborne surveying.





The
second phase would cost approximately $36,500 as outlined below.





Budget –
Phase II





Mobilization\Demobilization
            
            $
            5,000Airborne
      MAG-EM Survey
            
            $
            12,500Horizontal
      Loop Electromagnetic Survey
            
            $
            9,500Data
      Reduction and Report
            
            $
            2,500Administration
      Fees and Taxes
            
            $
            7,000Total
            
            $
            36,500





We plan
to commence the phase one exploration program on the two mineral claims within
the Bluebird group in the second quarter of 2008.  The program and
follow-up report should take approximately one month to complete. We will then
undertake the phase two work program during the Summer/Fall of 2008.  This
program will take approximately one month to complete.  We do not have any
verbal or written agreement regarding the retention of any qualified engineer or
geologist for either of these exploration programs.





Total
expenditures over the next 12 months are therefore expected to be
$61,000.





We will
require additional funding in order to proceed with the exploration on the two
mineral claims within the Bluebird group and satisfy the option agreement by and
between Mr. Wells and the Company.  We anticipate that additional funding
will be in the form of equity financing from the sale of our common stock or
from director loans.  We do not have any arrangements in place for any
future equity financing or loans.








8





Liquidity
and Capital Resources





As of the
date of this report, we have $1,771 of cash available.  We have
current liabilities of $20,284 ($15,118 accounts payable and an unsecured
non-interest bearing loan in the amount of $5,166 due to a related
party.)  We will require additional capital investments or borrowed
funds to meet cash flow projections and carry forward our business objectives.
There can be no guarantee or assurance that we can raise adequate capital from
outside sources to fund the new proposed business direction.





The
Company requires immediate funds in order to continue as a going
concern.  The failure to secure adequate outside funding within the
next 45 to 90 days would have an adverse affect on our plan of operation and a
direct negative impact on shareholder liquidity, which would likely result in a
complete loss of any funds invested in the common stock.





From the
date of inception (July 15, 2005) to December 31, 2007 the Company has recorded
a net loss of $37,613 of which were expenses relating to the initial development
of the Company, costs associated with the Registration Statement filed on Form
SB-2 by the Company, and expenses related to maintaining its status as a
reporting company under the Securities Act of 1934.  The Registration
Statement was deemed effective on July 9, 2007.  To date there is no
public market for the Company’s common stock.





Management
plans to continue to focus efforts on getting the Company’s common stock quoted
on the Over-The-Counter Bulletin Board (OTCBB.)  There can be no
guarantee or assurance that they will be successful in accomplishing this task;
moreover, even if the common stock is listed on the OTCBB there can be no
guarantee that a market would develop for the Company’s common stock. Failure to
create a market for the Company’s common stock would result in business failure
and a complete loss of any investment made into the Company.





The
Company does not anticipate any significant research of any products. The
Company does not expect the purchase or sale of plant or any significant
equipment, and the Company does not anticipate any change in the number of
employees. Other than the Option Agreement, detailed below, the Company has no
current material commitments.





The
Company has no current plans, preliminary or otherwise, to merge with any other
entity.





At this
time, management does not plan to commit any of their own funds towards the
company’s development.  If and when this changes, management will file
the appropriate disclosures in a timely manner.





Off-Balance
Sheet Arrangements





As of the
date of this Annual Report, the Company will be required to secure addition
funds in order to continue as a going concern. The estimated cost to maintain
the reporting status of the Company for the next twelve months has been
estimated at $18,000. The officer and director, Mr. Wells, has indicated to the
Company that he may be willing to provide the funds required to maintain the
reporting status in the form of a non-secured loan if required over the next
twelve months as the expenses are incurred, if no other proceeds are obtained by
the Company. However, there is no contract in place or written agreement
securing this agreement.  Management believes if the Company cannot
maintain its reporting status with the SEC it will have to cease all efforts
directed towards the Company.  As such, any investment previously made
would be lost in its entirety.








9





As of the
date of this Annual Report, other than the below described “Bluebird Claim
Purchase Agreement,” the Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. The term "off-balance sheet
arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under
which the Company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.





Bluebird
Claim Purchase Agreement





On August
4, 2006, Bluebird Exploration Company (“the Company”) entered into an Option to
Purchase Agreement with Peter Lawrence Wells, our officer and director, who is
the sole beneficial owner of 100% of the two mineral claims identified by Tenure
Numbers 512465 and 512466 located 9 kilometers due south of Nelson, British
Columbia, Canada, in the Nelson Mining Division. The agreement grants the
Company the exclusive right and option to acquire an undivided 100% of the
right, title and interest in and to the claims upon satisfying certain terms and
conditions.  On September 25, 2007 this agreement was amended by the
parties.





The
option to acquire the claims is contingent on the Company incurring exploration
costs on the claims of a minimum of $7,084CAD ($7,000USD) on or before
September 30, 2008; as well as the Company incurring exploration costs on the
claims of a further $25,301CAD ($25,000USD) (for aggregate minimum exploration
costs of $32,385CAD ($32,000USD)) on or before September 30,
2009.  Upon exercise of the option, the Company agrees to pay the
seller, Peter Lawrence Wells, our officer and director, the sum of $25,301CAD
($25,000USD) per annum, commencing January 1, 2010, for so long as the Company
holds any interest in the claims.





Item
7.   Financial Statements.








10




Bluebird
Exploration Company
 (An
Exploration Stage Company)
 
 FINANCIAL
STATEMENTS
 
 DECEMBER
31, 2007
 
 (Audited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 BALANCE
SHEETS
 
 STATEMENTS
OF OPERATIONS
 
 STATEMENT
OF STOCKHOLDERS’ EQUITY
 
 STATEMENTS
OF CASH FLOWS
 
 NOTES
TO THE FINANCIAL STATEMENTS
    
  11
  Report
of Independent Registered Public Accounting Firm
 
 To
the Shareholders of
 Bluebird
Exploration Company
 (an
Exploration Stage Enterprise)
 Vancouver,
Canada
 
 
 
 We have
audited the balance sheets of Bluebird Exploration Company (an Exploration Stage
Enterprise) as at December 31, 2006 and 2007 and the statements of operations,
stockholders’ equity, and cash flows for the years ended December 31, 2006 and
2007 and the period from incorporation on July 15, 2005 to December 31,
2007.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
 
 We
conducted our 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 misstatements.  The Company
has determined that it is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting.  Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as at December 31, 2006 and 2007 and the
results of its operations and its cash flows for the years ended December 31,
2006 and 2007 and the period from incorporation on July 15, 2005 to December 31,
2007 in conformity with U.S. generally accepted accounting
principles.
 
 The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 1 to financial statements, the Company is in the exploration stage, and has
no permanently established source of revenue and is dependent on its ability to
raise capital from shareholders or other sources to sustain
operations.  These factors, along with other matters as set forth in
Note 1, raise substantial doubt that the Company will be able to continue as a
going concern.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 
 
 Vancouver,
      Canada.
              “MacKay
      LLP”March
      11, 2008
              Chartered
      Accountants
 
 
  12
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 BALANCE
SHEETS
 (Audited)
 
 
 
 December
      31,
                2007
              
              
              December
      31,
                2006ASSETSCURRENT
      ASSETSCash
              
              $
              1,771
              
              
              $
              13,173TOTAL
      ASSETS
              
              $
              1,771
              
              
              $
              13,173LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
              
              $
              15,118
              
              
              $
              3,000Due
      to related party (Note 5)
              
              
              5,166
              
              
              
              500TOTAL
      LIABILITIES
              
              
              20,284
              
              
              
              3,500STOCKHOLDERS’
      EQUITY (DEFICIT )Capital
      stock (Note 4)Authorized75,000,000
      shares of common stock, $0.0001 par value,Issued
      and outstanding13,220,000
      (2006 – 13,220,000) shares of common stock
              
              
              132
              
              
              
              132Additional
      paid-in capital
              
              
              18,968
              
              
              
              18,968Deficit
      accumulated during the exploration stage
              
              
              (37,613
              )
              
              
              (9,427
              )(18,513
              )
              
              
              9,673TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)
              
              $
              1,771
              
              
              $
              13,173
 
 
 
 
 ____________________
 Director
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements
  13
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 STATEMENTS
OF OPERATIONS
 (Audited)
 
 
 Twelve
      months
                ended
                December
      31,
                2007
              
              
              Twelve
      months ended
                December
      31,
                2006
              
              
              Cumulative
      results
                of
      operations from
                July
      15,
                2005
      (date of
                inception)
      to
                December
      31,
                2007EXPENSESExploration
      & development
              
              $
              3,415
              
              
              $
              3,565
              
              
              $
              6,980Office
      and general
              
              
              4,061
              
              
              
              879
              
              
              
              5,142Professional
      fees
              
              
              20,710
              
              
              
              4,281
              
              
              
              25,491NET
      LOSS
              
              $
              (28,186
              )
              
              $
              (8,725
              )
              
              $
              (37,613
              )BASIC
      AND DILUTEDNET LOSS PER SHARE
              
              $
              (0.00
              )
              
              $
              (0.00
              )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
              
              
              13,220,000
              
              
              
              10,149,973
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements
  14
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
 (Audited)
 FROM
INCEPTION (July 15, 2005) TO DECEMBER 31, 2007
 
 
 Common
      Stock
              
              
              Additional
      Paid-in
              
              
              Deficit
      Accumulated During the ExplorationNumber
      of shares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              TotalBalance,
      July 15, 2005 (Date of Inception)
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Common
      stock issued for cash at $0.0003 per share-
      September 30, 2005
              
              
              10,000,000
              
              
              
              100
              
              
              
              2,900
              
              
              
              -
              
              
              
              3,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (702
              )
              
              
              (702
              )Balance,
      December 31, 2005
              
              
              10,000,000
              
              
              
              100
              
              
              
              2,900
              
              
              
              (702
              )
              
              
              2,298Common
      stock issued for cash @ $0.005 per share.-
      December 14, 2006
              
              
              3,220,000
              
              
              
              32
              
              
              
              16,068
              
              
              
              -
              
              
              
              16,100Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (8,725
              )
              
              
              (8,725
              )Balance,
      December 31, 2006
              
              
              13,220,000
              
              
              
              132
              
              
              
              18,968
              
              
              
              (9,427
              )
              
              
              9,673Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (28,186
              )
              
              
              (28,186
              )Balance,
      December 31, 2007
              
              
              13,220,000
              
              
              $
              132
              
              
              $
              18,968
              
              
              $
              (37,613
              )
              
              $
              (18,513
              )
 
 
 All share
amounts have been restated to reflect the 10 to1 forward split in December
2006.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements
  15
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 STATEMENTS
OF CASH FLOWS
 (Audited)
 
 Twelve
      months
                ended
                December
      31,
                2007
              
              
              Twelve
      months ended
                December
      31,
                2006
              
              
              Cumulative
      results of operations from inception (July 15, 2005) to December
      31,
                2007Cash
      Flows From Operating ActivitiesNet
      loss
              
              $
              (28,186
              )
              
              $
              (8,725
              )
              
              $
              (37,613
              )-
      Change in non-cash working capital accounts payable and accrued
      liabilities
              
              
              12,118
              
              
              
              2,500
              
              
              
              15,118Net
      Cash Used In Operating Activities
              
              
              (16,068
              )
              
              
              (6,225
              )
              
              
              (22,495
              )Cash
      Flows From Investing Activity
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      Flows From Financing ActivitiesProceeds
      from sale of common stock
              
              
              -
              
              
              
              16,100
              
              
              
              19,100Related
      party advance
              
              
              4,666
              
              
              
              500
              
              
              
              5,166Net
      Cash Provided By Financing Activities
              
              
              4,666
              
              
              
              16,600
              
              
              
              24,266Net
      Increase (Decrease) In Cash
              
              
              (11,402
              )
              
              
              10,375
              
              
              
              1,771Cash,
      Beginning Of Period
              
              
              13,173
              
              
              
              2,798
              
              
              
              -Cash,
      End Of Period
              
              $
              1,771
              
              
              $
              13,173
              
              
              $
              1,771
 
 
 
 
 Supplemental
cash flow information.
 Cash paid
for:
 Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements
 
  16
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 NOTES
TO THE  FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 (Audited)
 
 NOTE
1 – NATURE OF CONTINUANCE OF OPERATIONS
 
 Bluebird
Exploration Company (“the Company”) was incorporated in the State of Delaware on
July 15, 2005. The Company is an Exploration Stage Company. The Company has
acquired an option on a mineral property located in the Nelson Mining Division,
British Columbia, Canada, and has not yet determined whether this property
contains reserves that are economically recoverable. The recoverability of
property expenditures will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company’s interest in the underlying
property, the ability of the Company to obtain necessary financing to satisfy
the expenditure requirements under the property agreement and upon future
profitable production or proceeds for the sale thereof.
 
 The
Company has been in the exploration stage since its formation and has not yet to
realize any revenues from its planned operations. The Company was formed for the
purpose of acquiring exploration and development stage natural resources
properties. The Company has not commenced business operations.
 
 These
financial statements have been prepared on a going concern basis. The Company
has incurred losses since inception resulting in an accumulated deficit of
$37,613 and further losses are anticipated in the development of its business
raising substantial doubt about the Company’s ability to continue as a going
concern. Its ability to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in the future and/or to
obtain the necessary financing to meet its obligation and repay its liabilities
arising from normal business operations when they come due. Management has plans
to seek additional capital through a private placement and public offering of
its common stock. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of classification of liabilities that might be necessary in the event
the Company cannot continue in existence.
 
 The
Company filed an SB-2 registration statement with the United States Securities
and Exchange Commission to register 3,220,000 shares of common stock for sale.
This was accepted. The effective date was July 9, 2007.
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
 
 The
Company was incorporated on July 15, 2005 in the State of Delaware. The fiscal
year end of the Company is December 31.
 
 Basis
of Presentation
 
 These
financial statements are presented in United States dollars and have been
prepared in accordance with US generally accepted accounting
principles.
 
 Natural
Resource Properties
 
 The
Company is in the exploration stage and has not yet realized any revenue from
its planned operations. It is primarily engaged in the acquisition, exploration,
and development of natural resource properties. Natural resource property
acquisition and exploration costs are expensed as incurred. When it has been
determined that a natural resource property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be depreciated using the
units-of-production method over the estimated life of the probable
reserve.
 
  17
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 (Audited)
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Segmented
Reporting
 
 SFAS
Number 131, “Disclosure About Segments of an Enterprise and Related
Information”, changed the way public companies report information about segments
of their business in their quarterly reports issued to
shareholders.  It also requires entity-wide disclosures about the
products and services the entity provides, the material countries in which it
holds assets and reports revenues and its major customers.
 
 For the
period ended December 31, 2007, all operations took place in British Columbia,
Canada.
  Comprehensive
Loss
 
 SFAS No.
130, “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive income (loss) and its components in the financial
statements. As at December 31, 2006, and December 31, 2007 the Company has no
items that represent comprehensive income or loss and, therefore, has not
included a schedule of comprehensive loss in the financial
statements.
 
 Use
of Estimates and Assumptions
 
 Preparation
of the financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
certain 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 period.  Accordingly,
actual results could differ from those estimates.
 
 Financial
Instruments
 
 All
significant financial assets, financial liabilities and equity instruments of
the Company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practical the fair
values of financial assets and financial liabilities have been determined and
disclosed; otherwise only available information pertinent to fair value has been
disclosed.
 
 Loss
per Common Share
 
 Basic
earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Dilutive earnings (loss) per share
reflect the potential dilution of securities that could share in the earnings of
the Company. Because the Company does not have any potential dilutive
securities, basic and diluted loss per share are the same.
 
 
  18
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 (Audited)
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Income
Taxes
 
 The
Company follows the liability method of accounting for income
taxes.  Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax balances and tax loss carry-forwards.  Deferred
tax assets and liabilities are measured using enacted or substantially enacted
tax rates expected
 to apply
to the taxable income in the years in which those differences are expected to be
recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
 
 Foreign
Currency Translation
 
 The
Company’s functional and reporting currency is the U.S. dollar. All transactions
initiated in foreign currencies are translated into U.S. dollars in accordance
with SFAS No. 52 "Foreign Currency Translation" as follows:
 a)   monetary
      assets and liabilities at the rate of exchange in effect at the balance
      sheet date;
 b)   non-monetary
      assets at historical exchange rates;
and
 c)   revenue
      and expense items at the average rate of exchange prevailing during the
      period.
 Gains and
losses from foreign currency transactions are included in the statements of
operations.
 
 Stock-based
Compensation
 
 The Company accounts for stock-based
compensation issued to employees based on SFAS No. 123R “Share Based Payment”.
SFAS No. 123R is a revision of SFAS No. 123 “Accounting for Stock-Based
Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued
to Employees” and its related implementation guidance. SFAS 123R establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity’s equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R focuses primarily
on accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS 123R does not change the accounting
guidance for share-based payment transactions with parties other than employees
provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue
No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or
Services”.
 
 SFAS
123R does not address the accounting for employee share ownership plans, which
are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for
Employee Stock Ownership Plans”.
 
 SFAS 123R
requires an entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the
award (with limited exceptions). That cost will be recognized over the period
during which an employee is required to provide service in exchange for the
award – the requisite service period (usually the vesting period). SFAS 123R
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. The scope of SFAS 123R
includes a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans.
 
 As at
December 31, 2007 the Company had not adopted a stock option plan nor had it
granted any stock options.  Accordingly no stock-based compensation
has been recorded to date.
 
  19
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 (Audited)
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Recent
Accounting Pronouncements
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007.
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements” ("SFAS
No. 157"). SFAS 155 establishes framework for measuring fair value and expands
disclosures about fair value measurements. The changes to current practice
resulting from the application of this statement relate to the definition of
fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements.  The statement is effective for fiscal
years beginning after November 15, 2007 and periods within those fiscal
years.
 
 The
Financial Accounting Standards Board has issued SFAS No. 155 “Accounting for Certain Hybrid
Financial Instruments  an amendment of FASB Statements No. 133 and
140” and No. 156 “Accounting for Servicing of
Financial Assets – an amendment of FASB Statement No.140”,but they will
not have a material effect in Company’s results of operations or financial
position.
 
 The
adoption of these new pronouncements is not expected to have a material effect
on the Company’s financial position or results of operations.
 
 Newly
Adopted Accounting Standards
 
 In June
2006, the Financial Accounting Standards Board ("FASB") issued Accounting for
Uncertain Tax Positions - an Interpretation of FASB Statement No. 109, FIN 48,
which prescribes a recognition and measurement model for uncertain tax positions
taken or expected to be taken in the Company's tax returns. FIN 48 provides
guidance on recognition, classification, presentation, and disclosure of
unrecognized tax benefits. FIN 48 was effective for fiscal years beginning after
December 15, 2006. The adoption of FIN 48 has not had a material effect on the
Company's financial statements.
 NOTE 3– MINERAL
PROPERTIES
 
 Pursuant
to an option to purchase agreement dated August 4, 2006 and amended September
25, 2007, the Company obtained the option to acquire a right to a 100% undivided
right, title and interest in a mineral claim in the Nelson Mining Division of
British Columbia, Canada by incurring exploration expenditures of at least
$7,084 ($7,000 CDN) by September 30, 2008 and a further $25,301 ($25,000 CDN) by
September 30, 2009.  Upon the exercise of the option, the company
agrees to pay the vendor, commencing January 1, 2010 the sum of $25,301 ($25,000
CDN) per annum for so long as the company, or its permitted assigns, holds any
interest in the claims.   All obligations  are in
Canadian dollars.
 
 The
option was acquired from the president of the company.
 
 
 
 
 
  20
  BLUEBIRD
EXPLORATION COMPANY
 (An
Exploration Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 (Audited)
 NOTE 4– STOCKHOLDERS’
EQUITY
 
 On
September 30, 2005, the Company issued 10,000,000 common shares at $0.0003 for
total cash proceeds of $3,000 to the president and director of the
Company.
 
 On
December 14, 2006, the Company issued 3,220,000 common shares at $0.005 for
total proceeds of $16,100.
 
 On
December 19, 2006 the Company split its shares on a ten for one basis. All
references in these financial statements to a number of shares, price and
weighted average number of common shares outstanding prior to the forward split
have been adjusted to record the effect of the forward split on a retroactive
basis.
 
 As at
December 31, 2007 and 2006 there were no outstanding stock options or
warrants.
 
 NOTE 5– RELATED PARTY
TRANSACTIONS
 
 As
described in Note 3 the Company entered into an option to purchase agreement
with its President on August 4, 2006 and amended September 25,
2007.  The option agreement, if exercised, provides for annual
payments of $25,301 ($25,000 CDN) commencing January 1, 2009.
 
 As of
December 31, 2007 the Company received advances from a director of the Company
in the amount of $5,166.  The amount due to the related party is
unsecured and non-interest bearing with no terms of repayment.
 
 These
transactions have been recorded at the exchange amount, being the amount of
consideration agreed to by the parties.
 
 NOTE
6 – INCOME TAXES
 
 The
Company has adopted FASB No. 109 and FIN 48 for reporting purposes. As of
December 31, 2007 the Company had net operating loss carry forwards of
approximately $37,613 that may be available to reduce future years’ taxable
income and will expire beginning in 2025. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and accordingly, the Company has recorded a valuation allowance for the
future tax loss carryforwards.
 
 NOTE
7 – FINANCIAL INSTRUMENTS
 
 At
December 31, 2007 the Company had the following financial liabilities in
Canadian dollars:
 
 
 US
      equivalent
              Canadian
      DollarsAccrued
      liabilities
              $6,908
              $6,825
 
 At
December 31, 2007 the US dollar amounts were converted at a rate of $0.9881
Canadian dollar to $1.00 US dollar.


21





Item
8.      Changes in and Disagreements on Accounting and
Financial Disclosures.





None.





Item
8A.   Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures




Bluebird’s
chief executive officer and chief financial officer conducted an evaluation of
the effectiveness of the design and operation of the Company’s disclosure
controls and procedures, as defined in Rules 13a-15(e) and Rule 15d-15(e) under
the Exchange Act.  Based upon his evaluation as of December 31, 2007, he
concluded that those disclosure controls and procedures are
effective.




Changes
in Internal Control over Financial Reporting




There
have been no changes in the Company’s internal control over financial reporting
during the quarter ended December 31, 2007 that have materially affected, or are
reasonably likely to affect, the Company’s internal control over financial
reporting.





Management’s
Report on Internal Control over Financial Reporting




The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act.  Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. 
Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.




The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2007.  In making the
assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated
Framework.”  Based on that assessment, management concluded that, as
of December 31, 2007, The Company’s internal control over financial reporting is
materially weak due to the lack of segregation of duties.   This
is based upon the fact that there is currently only one Officer and Director of
the Company.  If and when the Company begins to grow and develop its
business plan the Company plans to add additional independence to its accounting
methods and procedures, although at this time management has no specific plan
regarding this matter.








22





Our
management, including our Chief Executive Officer, does not expect that our
disclosure controls or our internal controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met.  Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs.  Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within our company have been detected.  These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple errors or mistakes. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of the
control.  The design of any system of controls also is partially based
on certain assumptions about the likelihood of future events, and we cannot
assure you hat any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate.  Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.




The
Company’s financial statements, as of December 31, 2007 has been audited by
MacKay LLP, 1100 - 1177 West Hastings Street Vancouver, BC V6E 4T5 an
independent chartered accounting firm, as stated in their report, which is
included herein.





Item
8B.    Other Information





None





PART
III





Item
9.      Directors, Executive Officers, Promoters, and
Control Persons.


Our
executive officer and director and his age as of the date of this report is as
follows:





Directors:





Name of
      Director
            AgePeter
      Lawrence Wells
            42Executive
      Officers:Name of
      Officer
            Age
            OfficePeter
      Lawrence Wells
            42
            President,
      Secretary, Chief Financial Officer & Chief Executive
      Officer








23





Biographical
Information





Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years.





Mr. Peter Wellshas acted as
our president, secretary, treasurer, chief executive officer and as our sole
director since our incorporation on July 15, 2005.  Mr. Wells is a
professional performing arts technician based out of Vancouver,
Canada.  After earning a Bachelors Degree in Fine Arts from University
of British Columbia, he worked as a performing arts professional in the theater
industry in Australia.  Mr. Wells was involved with the production
associated with the Opening and Closing Ceremonies for the 2000 Olympic Games in
Sydney, Australia. Mr. Wells also coordinates trade show marketing and sales for
a host of companies.





Mr. Wells
does not have any professional training or technical credentials in the
exploration, development and operation of mines.





Mr. Wells
intends to devote approximately 10% of his business time to our
affairs.





Term
of Office





Our sole
director is appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our sole officer is appointed by our board of directors
and hold office until removed by the board.





No
executive Officer or Director has been convicted in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding that
is currently pending.





Significant
Employees





We have
no significant employees other than the officers and directors described
above.





There are
no other persons nominated or chosen to become directors or executive officers,
nor do we have any employees other than above mentioned officer and director.
The By-laws of the Company require no less than one member on the board of
directors and no more than ten.  We have not entered into any
employment agreements with any of our employees, and employment arrangements are
all subject to the discretion of our board of directors.








24





Item
10.     Executive Compensation.





Summary Compensation
Table




Name
      and principal position
            Fiscal
      Year
            Salary
            Bonus
            Other
      annual compensation
            Restricted
      stock award(s)
            Securities
      underlying options/ SARs
            LTIP
      payouts
            All
      other compensationPeter
      Lawrence Wells Director, President
            2007
            0
            0
            0
            0
            0
            0
            0





There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended December 31, 2007. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period ended
December 31, 2007.  No compensation is anticipated within the next six
months to any officer or director of the Company.




Stock Option
Grants




The
Company did not grant any stock options to the executive officer during the most
recent fiscal period ended December 31, 2007. The Company has also not granted
any stock options to the executive officer at any time.





There are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees of the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries, if any.





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





The
following table sets forth certain information with respect to the beneficial
ownership of our common stock as it relates to our named Director and executive
Officer, and each person known to the Company to be the beneficial owner of more
than five percent (5%) of said securities, and all of our directors and
executive officers as a group:





Title
      of Class
            Name
      and addressof
      beneficial owner
            Amount
      of beneficial ownership
            Percent
      of classCommon
      stock
            Peter
      Lawrence Wells
            10,000,000
            75.6%Common
      stock
            All
      officers and directors as a group that consists of one
    person
            10,000,000
            75.6%








25





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





Currently,
there are no contemplated transactions that the Company may enter into with our
officers, directors or affiliates. If any such transactions are contemplated we
will file such disclosure in a timely manner with the SEC on the proper form
making such transaction available for the public to view.





The
Company has no formal written employment agreement or other contracts with our
current officer, and there is no assurance that the services to be provided by
him will be available for any specific length of time in the
future.  Mr. Wells devoting at a minimum of twelve to fifteen hours
per month of his available time to the Company’s affairs.  The amounts
of compensation and other terms of any full time employment arrangements would
be determined, if and when, such arrangements become necessary.





DIRECTOR
INDEPENDENCE.





The
Company has one member of the Board of Directors, Peter Lawrence Wells, whom is
also the sole officer of the Company.





At this
present time the sole Director; Peter Lawrence Wells represents the sole member
of the Audit Committee. The Company has no other committees of the
Board.





Item
13.     Exhibits.





The
following exhibits are incorporated into this Form 10-KSB Annual
Report:





EXHIBIT
      NO.
            DESCRIPTION23.1
            CONSENT
      OF MACKAY LLP, CHARTERED ACCOUNTANTS31.1
            Certification
      pursuant to Section 13a-14 of CEO/CFO Peter Lawrence
  Wells32.1
            Certification
      pursuant to Section 1350 of CEO/CFO Peter Lawrence
  Wells





Item
14.     Principal Accounting Fees and Services.





OUR INDEPENDENT ACCOUNTANT





In 2005,
the Board of Directors selected as our independent accountant MacKay LLP,
1100 - 1177 West Hastings Street Vancouver, BC V6E 4T5 an independent chartered
accounting firm whom audited our financial statements for the years ended
December 31, 2006 and 2007.








26





1. AUDIT
FEES.





Our audit
fees for the years ended December 31, 2006 and 2007 were as
follows:





2006
            
            2007$6,000.00
            
            $9,000.00





2. AUDIT
RELATED FEES.





2006
            
            2007-
            
            $5,822





3. AUDIT
RELATED FEES.





Our tax
return fees for the years ended December 31, 2006 and 2007 were as
follows:





2006
            
            2007-
            
            -





4. ALL
OTHER FEES.





2006
            
            2007-
            
            -





*
Includes bookkeeping services, EDGAR filing fees and legal
services.





5 (I).
PRE-APPROVAL POLICIES.





Our Audit
Committee does not pre-approve any work of our independent auditor, but rather
approves independent auditor engagements before each engagement.





5 (II).
PERCENTAGE OF SERVICES APPROVED BY OUR AUDIT COMMITTEE.





There
were no services performed by our independent auditor of the type described in
Item 9(e)(2) of Schedule 14A. Our Audit Committee considers that the work done
for us by MacKay LLP is compatible with maintaining MacKay LLP’s
independence.





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





BLUEBIRD
      EXPLORATION COMPANYDated:
      March 27, 2008
            
            /s/
      Peter Lawrence WellsPeter
      Lawrence WellsChief
      Executive Officer andChief
      Financial Officer andDirector














27