UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 October 31, 2006

[   ]	TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For
the transition period from ______________ to ______________

Commission
File Number 000-51841

ATLIN
MINERAL EXPLORATION CORP.

(Name
of small business issuer in its charter)

|NEVADA(State
			or other jurisdiction of incorporation or organization) | 00-0000000(IRS
			Identification No.)
|----------------------------------------------------------------------- | -------------------------------------



|1005-289
			Drake Street, Vancouver, British Columbia, Canada(Address
			of principal executive offices) | V6B
			5Z5(Zip Code)
|-------------------------------------------------------------------------------------------------------- | --------------------



(Issuer’s
telephone number)(604) 732-1304

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | None                                     



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

Common
Stock - $0.001 par value

Check
whether the issuer(1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [   ]

Check if there is no disclosure
of delinquent filers on 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 a check mark
whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes [X] No[   ]

State issuer's revenues for its
most recent fiscal year. $0

---

State the aggregate market
value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and ask price of such common
equity, as of a specified date within the past 60 days. $9,371,250
on January 17, 2007 {$3.50 X 2,677,500}.

State the number of shares
outstanding of each of the issuer's classes of common equity, as of
the latest practicable date.

|Class                               | Outstanding at January 17, 2007
|----------------------------------- | -------------------------------
|Common
				Stock - $0.001 par value | 6,627,500                      



Documents incorporated by
reference. None

Transitional Small Business
Disclosure Format: Yes [   ]  No[X]

---

Forward
Looking Statements

The
information in this annual report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements involve risks and uncertainties, including
statements regarding Atlin Mineral Exploration’s capital needs,
business strategy and expectations. Any statements contained herein
that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “*may”*,
“*will”*, “*should”*,
“*expect”*, “*plan”*,
“*intend”*, “*anticipate”*,
“*believe”*, “*estimate”*,
“*predict”*, “*potential”*
or “*continue”*, the negative of such terms
or other comparable terminology. Actual events or results may differ
materially. In evaluating these statements, you should consider
various factors, including the risks outlined from time to time, in
other reports Atlin Mineral Exploration files with the Securities and
Exchange Commission.

The
information constitutes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements in this Form 10-KSB for the fiscal year
ended October 31, 2006, are subject to risks and uncertainties that
could cause actual results to differ materially from the results
expressed in or implied by the statements contained in this report.
As a result, the identification and interpretation of data and other
information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of
judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results,
and accordingly, no opinion is expressed on the achievability of
those forward-looking statements. No assurance can be given that any
of the assumptions relating to the forward-looking statements
specified in the following information are accurate.

All
forward-looking statements are made as of the date of filing of this
Form 10-KSB and Atlin Mineral Exploration disclaims any obligation to
publicly update these statements, or disclose any difference between
its actual results and those reflected in these statements. Atlin
Mineral Exploration may, from time to time, make oral forward-looking
statements. Atlin Mineral Exploration strongly advises that the above
paragraphs and the risk factors described in this Annual Report and
in Atlin Mineral Exploration’s other documents filed with the
United States Securities and Exchange Commission should be read for a
description of certain factors that could cause the actual results of
Atlin Mineral Exploration to materially differ from those in the oral
forward-looking statements. Atlin Mineral Exploration disclaims any
intention or obligation to update or revise any oral or written
forward-looking statements whether as a result of new information,
future events or otherwise.

Page - 3

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PART I

Item
1.	Description of Business.

## General

Atlin
Mineral Exploration Corp. (“AMEC”) is a Nevada
corporation that was incorporated on September 21, 2005.

AMEC
maintains its statutory residents agent's office at Suite 304, 2470
Saint Rose Parkway, Henderson, Nevada, 89074 and its business office
is located at Suite 1005, 289 Drake Street, Vancouver, British
Columbia, Canada, V6B 5Z5. AMEC's office telephone number is (604)
732-1304.

AMEC
has not been involved in any bankruptcy, receivership or similar
proceedings. There has been no material reclassification, merger
consolidation or purchase or sale of a significant amount of assets
not in the ordinary course of AMEC's business.

## Business of
AMEC

AMEC
is an exploration stage company. Its principal business is the
exploration of its two mineral claims located near Atlin, British
Columbia. As of January 17, 2007, AMEC has not yet conducted
exploration on its claims.

## About
AMEC's Mineral Claims

AMEC's
mineral claims are unencumbered and in good standing and there are no
third party conditions which affect the claims other than conditions
defined by the Province of British Columbia described below. The
combined claims together make up an area of 488 hectares, which is
equivalent to approximately 1200 acres. AMEC has no insurance
covering the claims. AMEC believes that no insurance is necessary
since the claims are unimproved and contain no buildings or
improvements. The tenure number, claim name, owner, good to date,
status, and area as typically recorded in British Columbia is as
follows:

|TenureNumber | ClaimName  | Owner            | Good to
				Date | Status | Area(Hectares)
|------------ | ---------- | ---------------- | ---------------- | ------ | --------------
|529220       | AMEC
				1 | 146718
				 100% | 2008/March/02    | Good   | 244.221       
|529221       | AMEC
				2 | 146718
				 100% | 2008/March/02    | Good   | 244.221       

There
is no assurance that a commercially viable mineral deposit exists on
the claims. Further exploration will be required before an evaluation
as to the economic feasibility of the claims are determined. It is
AMEC's intention to incorporate a British Columbia subsidiary company
and record the deed of ownership in the name of AMEC's subsidiary if
minerals are discovered on the claims and it appears that it would be
economically viable to commercially mine the claims. AMEC's
consulting geologist has written a report and provided us with
recommendations of how AMEC should explore its claims. Until AMEC can
validate otherwise, the property is without known reserves and AMEC
is planning a three phase exploration program as recommended by its
consulting geologist. AMEC has not commenced exploration or work on
the claims.

## Conditions
to Retain Title to AMEC's Mineral Claims

The
mineral claims have an expiry date of March 2, 2008, and in order to
maintain the tenures in good standing it will be necessary for AMEC
to coordinate an agent to perform and record valid exploration work
with value of CDN$4 per hectare in anniversary years 1, 2, and 3, and
CDN$8 per hectare in subsequent years or pay the equivalent sum to
the Province of British Columbia in lieu of work. Failure to perform
and record valid exploration work or pay the equivalent sum to the
Province of British Columbia on the anniversary dates will result in
forfeiture of title to the claims.

## Present
Condition of AMEC's Mineral Claims

AMEC
has not explored or accessed the mineral claims. However, according
to AMEC's geological report its should expect to find an area is on
of gentle to moderate slopes with the highest elevations being
approximately 3,600 feet above sea level.

Page - 4

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The claims have, variously,
sparse cover of evergreen trees and thick growths of willow brush and
berry bushes. There is no equipment, infrastructure or electricity on
the claims.

## Geology of
AMEC's Mineral Claims

AMEC's
mineral claims are the subject of a geological report prepared by
Erik A. Ostensoe, P. Geo., dated November 20, 2005. Mr. Ostensoe has
not been on the claims, but he is familiar with the Atlin mining
district and has reviewed various government publications, maps, and
reports to determine the geology of the claims. The geological report
indicates that the claims are underlain by the Surprise Lake
alaskitic intrusive batholith. A
batholith is a large emplacement of plutonic rock. Plutonic rock is
rock that forms from cooled magma deep in the Earth's crust. This
geology indicates there is potential to locate gold, tungsten,
molybdenum and uranium on the claims.

## Competitive
Conditions

The
mineral exploration business is an extremely competitive industry.
AMEC is competing with many other companies exploring for minerals.
AMEC is one of the smallest exploration companies and a very small
participant in the mineral exploration business. Being a junior
mineral exploration company, AMEC competes with other companies for
financing and joint venture partners. Additionally, AMEC competes for
resources such as professional geologists, camp staff, helicopters
and mineral exploration supplies.

## Raw
Materials

The
raw materials for AMEC's exploration program will be items including
camp equipment, hand exploration tools, sample bags, first aid
supplies, groceries and propane. All of these types of materials are
readily available in either the city of Vancouver or town of Atlin in
British Columbia, Canada from a variety of suppliers.

## Dependence
on Major Customers

AMEC
has no customers.

## Intellectual
Property and Agreements

AMEC
has no intellectual property such as patents or trademarks.
Additionally, AMEC has no royalty agreements or labor contracts.

## Government
Approvals and Regulations

AMEC
will be required to comply with all regulations defined in the
Mineral Tenure Act for the Province of British Columbia. The Act is
well defined by the Province of British Columbia and is available
from AMEC upon request.

The
effect of these existing regulations on the business is that AMEC is
able to carry out its exploration program as planned. However, it is
possible that a future government could change the regulations that
could limit AMEC's ability to explore its claims, but AMEC believes
this is highly unlikely.

## Research
and Development Expenditures

AMEC has not
incurred any research or development expenditures since its inception
on September 21, 2005.

## Costs and
Effects of Compliance with Environmental Laws

AMEC
currently has no costs to comply with environmental laws concerning
its exploration program.

## Employees

AMEC
does not have any employees other than Mr. Sing. AMEC intends to
retain the services of independent geologists, prospectors and
consultants on a contract basis to conduct the exploration programs
on AMEC's mineral claims starting in May or June of 2007, and as
required throughout the course of the exploration program. The funds
that will be used to pay

Page - 5

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for the independent geologist, prospectors
and consultants will be the funds that already exist in the corporate
treasury and from funds that AMEC may have to raise in the future.

### Risks
and Uncertainties

An
investment in AMEC's common stock involves a number of very
significant risks. You should carefully consider the following known
material risks and uncertainties in addition to other information in
this report in evaluating the
company and its business
before purchasing shares of the
company's common stock.
AMEC's business, operating results and financial condition could be
seriously harmed due to any of the following known material risks.
The risks described below are not the only ones facing AMEC.
Additional risks not presently known to AMEC may also impair its
business operations. You could lose all or part of your investment
due to any of these risks.

The
primary risk that AMEC faces over the long term is that AMEC's
mineral claims may not contain a commercially viable mineral deposit.
If the mineral claims do not contain a commercially viable deposit
this will have a material effect on AMEC's ability to earn revenue
and income as AMEC will not be able to sell any minerals.

Risks associated with AMEC:

1. AMEC
	is an early exploration stage company and may not be able to
	continue as a going concern and may not be able to raise additional
	financing.

	A
	note provided by AMEC's independent auditors in AMEC's financial
	statements from the period from inception on September 21, 2005 to
	October 31, 2006 contains an explanatory note that indicates that
	AMEC is an early stage exploration company and its ability to
	continue as a going concern is dependent on continued financial
	support from its shareholders, raising additional capital to fund
	future operations, and to attain profitable operations. The
	explanatory note states that, because of such uncertainties, there
	may be a substantial doubt about AMEC's ability to continue as a
	going concern. This note may make it more difficult for AMEC to raise
	additional equity or debt financing needed to run its business and is
	not viewed favorably by analysts or investors. AMEC urges potential
	investors to review this report in its entirety before making a
	decision to invest in AMEC.

1. AMEC
	lacks an operating history and has losses that it expects to
	continue into the future.  If the losses continue AMEC may have to
	suspend operations or cease operations and its stock value may
	decline.

	Since
	AMEC's inception on September 21, 2005 to October 31, 2006 AMEC has
	incurred net losses of $40,806. AMEC expects to lose more money as
	it spends additional capital to explore its mineral claims. AMEC
	cannot be certain whether it will ever earn a significant amount of
	revenues or profit, or, if AMEC does, that AMEC will be able to
	continue earning such revenues of profit. Also, any economic
	weakness may limit AMEC's ability to continue to explore its
	mineral claims. Any of these factors could cause AMEC's stock price
	to decline and result in you losing a portion or all of your
	investment.

1. AMEC
	could become non-operational if it was unable to retain its
	directors and officers.

	AMEC
	has no formal employment agreements with its sole director and
	officer and his departure would result in AMEC being
	non-operational. Management believes that AMEC's future success will
	depend on the abilities and continued services of its sole director
	and officer involved in the managing of AMEC's exploration plan on
	its mineral claims. AMEC is materially dependent on its financial
	and geological consultants. If AMEC is unable to retain the services
	of these consultants, or if AMEC is unable to attract qualified
	employees or consultants, AMEC may be unable to prepare financial
	statements or understand the results of exploration, which could
	cause AMEC's business to fail.

1. AMEC
	does not expect to pay dividends in the foreseeable future.

	AMEC has
	never paid cash dividends on its shares of common stock and has no
	plans to do so in the foreseeable future. AMEC intends to retain
	earnings, if any, to develop an expand its business operations.

Page - 6

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1. AMEC's
	President owns a 60% controlling interest in AMEC's common stock
	and serves as Sole Director and Officer.

	AMEC's
	President owns 60% of AMEC's outstanding common stock and serves as
	Sole Director and Officer. Investors may find the corporate
	decisions influenced by AMEC's President are inconsistent with the
	interests of other stockholders.

Risks associated with AMEC's business:

1. AMEC
	is required to make payments or expenditures. Failure to do so
	could cause AMEC to lose title to its mineral claims.

	The
	mineral claims have an expiry date of March 2, 2008, and in order
	to maintain the mineral claims in good standing it will be
	necessary for AMEC to coordinate an agent to perform and record
	valid exploration work with value of approximately CDN $2,000 in
	anniversary years 1, 2, and 3, and CDN $4,000 in subsequent years
	or pay the equivalent sum to the Province of British Columbia in
	lieu of work. Failure to perform and record valid exploration work
	or pay the equivalent sum to the Province of British Columbia on
	the anniversary dates will result in forfeiture of title to the
	claims.

1. AMEC may not have viable
	mineral claims.

	To AMEC's knowledge a
	professional geologist has not been on its mineral claims. AMEC's
	consulting geologist has prepared a geological report based on
	published information about the geology of the area and on AMEC's
	claims. However, a site visit to the mineral claims by a
	professional geologist could reveal that the mineral claims cannot
	host a viable mineral deposit. Absence of viable mineral claims may
	cause AMEC's business to fail.

1. AMEC
	may need to enter a joint venture agreement with a senior mining
	company. Failure to do so may stall exploration.

	If
	the results of Phase One and Phase Two are successful, AMEC may need
	to enter a joint venture agreement with a senior mining company for
	the further exploration and possible production on its mineral
	claims. AMEC would face competition from other junior mineral
	resource exploration companies who may also seek similar joint
	venture agreements. In addition, if AMEC entered into a joint venture
	agreement, it would likely assign a percentage of its interest in the
	mineral claims to the joint venture partner. If AMEC is unable to
	enter into a joint venture agreement with a senior mining company it
	could cause exploration to stall, which may cause the business to
	fail.

1. AMEC's management has no
	experience in the mineral exploration business. As a result,
	management may be prone to errors and this may cause the business
	to fail.

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

1. AMEC
	may not be able to procure exploration consultants causing a delay
	in its exploration program.

	AMEC
	competes with other mineral exploration companies for access to
	exploration consultants such as geologists, prospectors and field
	crew. If AMEC is unable to engage exploration consultants in a timely
	manner this will result in a delay of AMEC's planned exploration
	program on its mineral claims. If AMEC's exploration program is
	delayed then ongoing legal and accounting fees will reduce AMEC's
	cash balance. If AMEC experiences ongoing delays procuring
	exploration consultants, AMEC will not have enough funds to complete
	its planned exploration program. If delays occur and AMEC is unable
	to raise additional funds, AMEC will not be able to conduct its
	planned exploration program and may cause AMEC's business to fail.

Page - 7

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1. AMEC
	may be delayed in exploration and any future mining efforts since
	access to the mineral claims is often restricted by inclement
	weather.

	Access
	to the mineral claims is restricted to the period between May 1 and
	October 15 of each year due to snow in the area. As a result, any
	attempts to visit, test, or explore the property are largely
	limited to these few months of the year when weather permits such
	activities. These limitations can result in significant delays in
	exploration efforts, as well as mining and production in the event
	that commercial amounts of minerals are found. Such delays can
	result in inability to meet deadlines for exploration expenditures
	as defined by the Province of British Columbia. If AMEC cannot meet
	deadlines, this could cause the business to fail.

1. AMEC
	will be subject to compliance of government regulation, this may
	increase the anticipated time and cost of the exploration program.

	There
	are several governmental regulations that materially restrict the
	exploration of minerals. AMEC will be subject to the mining laws
	and regulations as contained in the Mineral Tenure Act of the
	Province of British Columbia as it carries out its exploration
	program. AMEC may be required to obtain work permits, post bonds
	and perform remediation work for any physical disturbance to the
	land in order to comply with these regulations. While the planned
	exploration program budgets for regulatory compliance, there is a
	risk that new regulations could increase the time and costs of
	doing business and prevent AMEC from carrying out the exploration
	program.

1. AMEC
	may not be able to obtain clear title to its mineral claims.

	Under
	British Columbia law, title to British Columbia mineral claims can
	only be held by individuals or British Columbia corporations. Since
	AMEC is a Nevada corporation it is not legally allowed to hold
	claims in British Columbia. AMEC's mineral claims are being held in
	trust by its President. If AMEC confirms economically viable
	mineral deposits on the mineral claims it will incorporate a
	British Columbia subsidiary to hold title the mineral claims and
	its President will transfer the claims to the subsidiary. Until
	AMEC can confirm viable mineral deposits, the President is holding
	the claims in trust for AMEC by means of a trust agreement.
	However, there could be situations such as the death of the
	President that could prevent AMEC from obtaining clear title to the
	mineral claims. If AMEC is unable to obtain clear title to the
	mineral claims the business will likely fail.

Risks associated with AMEC's industry:

1. AMEC
	may experience losses due to foreign exchange translations as a
	result of the volatility of the value of the US dollar.

	AMEC
	holds a significant portion of its cash reserves in United States
	dollars and a portion of its expenses are due in Canadian dollars.
	Due to foreign exchange rate fluctuations, the value of these
	Canadian dollar expenses can result in both translation gains or
	losses in US dollar terms. If there was to be a significant decline
	in the US dollar versus the Canadian dollar AMEC's Canadian dollar
	expenses would increase. AMEC has not entered into derivative
	instruments to offset the impact of foreign exchange fluctuations.
	Such foreign exchange fluctuations could cause AMEC to experience
	losses.

1. AMEC
	is in an inherently risky business due to the speculative nature of
	mineral property exploration.

	Exploration
	for commercially viable mineral deposits is a speculative venture
	involving substantial risk. AMEC can provide investors with no
	assurance that its mineral claims contain commercially viable
	mineral deposits. The exploration program that it will conduct on
	the mineral claims may not result in the discovery of commercial
	viable mineral deposits. Problems such as unusual and unexpected
	rock formations and other conditions are involved in mineral
	exploration often result in unsuccessful exploration efforts. In
	such a case, AMEC's business may fail.

1. AMEC
	may become subject to liability due to the numerous hazards.

	The
	search for minerals involves numerous hazards. As a result, AMEC
	may become subject to liability for such hazards, including
	pollution, cave-ins and other hazards against which AMEC cannot
	insure or against which it may elect not to insure. AMEC currently
	has no such insurance nor does it expect to get such insurance for
	the foreseeable future. If a hazard were to occur, the costs of
	rectifying the hazard may exceed AMEC's asset value and cause it to
	liquidate all its assets resulting in failure of the business.

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1. AMEC
	may not be able to market any minerals that may be found since
	market factors in the mining business are out of its control.

	The
	mining industry, in general, is intensely competitive and even if
	minerals are discovered, AMEC can provide no assurance to investors
	that a ready market will exist from the sale of any ore that is
	recovered from the mineral claims. Numerous factors beyond AMEC's
	control may affect the marketability of metals. These factors
	include market fluctuations, the proximity and capacity of natural
	resource markets and processing equipment, government regulations,
	including regulations relating to prices, taxes, royalties, land
	tenure, land use, importing and exporting of minerals and
	environmental protection. The exact effect of these factors cannot
	be accurately predicted, but the combination of these factors may
	result in AMEC not receiving an adequate return on invested
	capital.

1. “Penny
	Stock” rules may make buying or selling AMEC's shares of
	common stock difficult, and severely limit the market and liquidity
	of the shares of common stock.

	Trading in AMEC's shares of
	common stock is subject to certain regulations adopted by the SEC
	commonly known as the “penny stock” rules. AMEC's
	shares of common stock qualify as penny stocks and are covered by
	Section 15(g) of the Securities Exchange Act of 1934, which imposes
	additional sales practice requirements on broker/dealers who sell
	the common shares in the aftermarket. The “penny stock”
	rules govern how broker/dealers can deal with their clients and
	“penny stocks”. For sales of AMEC's common stock, the
	broker/dealer must make a special suitability determination and
	receive from you a written agreement prior to making a sale to you.
	The additional burdens imposed on broker/dealers by “penny
	stock” rules may discourage broker/dealers from effecting
	transactions in AMEC's shares of common stock, which severely limit
	their market price and liquidity of its shares of common stock.
	This could prevent you from reselling your shares and may cause the
	price of the shares of the common stock to decline. See “Penny
	Stock Rules” on page 11 for more details.

Item 2.	Description of Property.

AMEC's
executive offices are located at Suite 1005, 289 Drake Street,
Vancouver, British Columbia, Canada, V6B 5Z5. AMEC's President,
Nadwynn Sing, currently provides this space free of charge. This
space may not be available to AMEC free of charge in the future.

AMEC
also has two mineral claims located in the Atlin Mining Division,
British Columbia, Canada as described in Item 1 above.

Item 3.	Legal Proceedings.

AMEC is
not a party to any pending legal proceedings and, to the best of
management's knowledge, none of AMEC's property or assets are the
subject of any pending legal proceedings.

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

No
matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of
the fiscal year covered by this report.

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PART
II

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

(a)
Market Information

AMEC's common stock has been quoted on the NASD
OTC Bulletin Board since May 23, 2006 under the symbol “AMXC”.
The table below gives the high and low bid information for each
fiscal quarter that AMEC's common stock has been quoted. The bid
information was obtained from Pink Sheets LLC and reflects
inter-dealer pricing, without retail mark-up, mark-down or
commission, and may not represent actual transactions.

|High & Low Bids 
|----------------
|Period ended    
|July 31, 2006   
|October 31, 2006
|January 17, 2007

(b) Holders of Record

AMEC has 34 registered
holders of common stock as of January 17, 2007.

(c) Dividends

AMEC has declared no
cash dividends on its common stock in fiscal 2006. AMEC has no
current plans to declare or pay any cash dividend on its common
stock.

(d) Recent Sales of Unregistered Securities

There have been no
sales of unregistered securities within the last three years that
would be disclosed pursuant to Item 701 of Regulation S-B, except for
the following:

Fiscal 2005 Sales of Unregistered Securities

As
of October 31, 2005 AMEC sold 6,627,500 shares of unregistered
securities. All of these 6,627,500 shares were acquired from AMEC in
private placements that were exempt from registration under
Regulation S of the Securities Act of 1933.

The
shares include the following:

1. On
	September, 2005, AMEC issued 3,950,000 shares of common stock at a
	price of $0.001 per share for the acquisition of mineral claims from
	AMEC's President; and
2. On
	October 31, 2005, AMEC issued 2,677,500 shares of common stock to
	thirty four non-affiliate purchasers at a price of $0.02 per share
	for cash proceeds of $53,550.

With
respect to all of the above offerings, AMEC completed the offerings
of the common stock pursuant to Rule 903 of Regulation S of the Act
on the basis that the sale of the common stock was completed in an
"offshore transaction", as defined in Rule 902(h) of
Regulation S. AMEC did not engage in any directed selling efforts, as
defined in Regulation S, in the United States in connection with the
sale of the units. Each purchaser represented to AMEC that the
purchaser was not a U.S. person, as defined in Regulation S, and was
not acquiring the shares for the account or benefit of a U.S. person.
The subscription agreement executed between AMEC and the purchaser
included statements that the securities had not been registered
pursuant to the Act and that the securities may not be offered or
sold in the United States unless the securities are registered under
the Act or pursuant to an exemption from the Act. The purchaser
agreed by execution of the subscription agreement for the common
stock: (i) to resell the securities purchased only in accordance with
the provisions of

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Regulation S, pursuant to registration under the
Act or pursuant to an exemption from registration under the Act; (ii)
that AMEC is required to refuse to register any sale of the
securities purchased unless the transfer is in accordance with the
provisions of Regulation S, pursuant to registration under the Act or
pursuant to an exemption from registration under the Act; and (iii)
not to engage in hedging transactions with regards to the securities
purchased unless in compliance with the Act. All securities issued
were endorsed with a restrictive legend confirming that the
securities had been issued pursuant to Regulation S of the Act and
could not be resold without registration under the Act or an
applicable exemption from the registration requirements of the Act.

Each
purchaser was given adequate access to sufficient information about
us to make an informed investment decision. None of the securities
were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. No registration
rights were granted to any of the purchasers.

(e)
Penny Stock Rules

Trading
in AMEC’s common stock is subject to the “penny
stock” rules. The SEC has adopted regulations that
generally define a penny stock to be any equity security that has a
market price of less than $5.00 per share, subject to certain
exceptions. These rules require that any broker-dealer who recommends
AMEC’s common stock to persons other than prior customers and
accredited investors, must, prior to the sale, make a special written
suitability determination for the purchaser and receive the
purchaser’s written agreement to execute the transaction.
Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition,
broker-dealers must disclose commissions payable to both the
broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens
imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in AMEC’s common
stock, which could severely limit their market price and liquidity of
AMEC’s common stock.

The
“penny stock”
rules also imposes additional sales practice requirements on
broker/dealers who sell penny stock. These rules require a one page
summary of certain essential items. The items include the risk of
investing in penny stocks in both public offerings and secondary
marketing; terms important to in understanding of the function of the
penny stock market, such as “bid”
and “offer”
quotes, a dealers “spread”
and broker/dealer compensation; the broker/dealer compensation, the
broker/dealers duties to its customers, including the disclosures
required by any other penny stock disclosure rules; the customers
rights and remedies in causes of fraud in penny stock transactions;
and, the NASD’s toll free telephone number and the central
number of the North American Administrators Association, for
information on the disciplinary history of broker/dealers and their
associated persons.

Item 6.	Plan of Operation.

THE
FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF ATLIN MINERAL
EXPLORATION CORP. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Overview

AMEC's
mineral claims in Atlin, British Columbia, Canada are in good
standing until March 2, 2008, and have been assigned tenure numbers
529220 and 529221 by the Province of British Columbia (the
“Province”). Both claims are identical in size and cover
a combined area of 488 hectares (approximately 1,200 acres). In order
to keep the claims in good standing, AMEC must perform and record
exploration work of approximately CDN $2,000 by March 2, 2008, or pay
the equivalent amount to the Province in lieu of performing the
exploration work.

Exploration
Plan

AMEC's
original exploration plan called for exploration to commence on May
1, 2006, and in June 2006 management decided to delay the start of
exploration to July 1, 2006. However, due to competitive exploration
conditions in Atlin management has had difficulty locating an
available prospecting team and exploration has not started as of
January 17, 2007. Management will continue to seek a qualified
prospecting team for the 2007 exploration season which is expected to
commence in May or June of 2007. Since the 2007 exploration
commencement date is after the mineral claims' good standing date of
March 2, 2008, AMEC will need to pay the Province approximately CDN
$2,000 in lieu of work in order to retain title to the claims.
Failure to properly make a payment to the Province in lieu of
exploration will result in losing title to the mineral claims.

Page - 11

---

Management
expects that the Phase One exploration program (“Phase One”)
will commence when a two-person field crew will helicopter onto the
claims and will stay for a period of fourteen days. During this
period the crew will generally survey the claims seeking any
outcroppings and locating streams. The crew will use global
positioning equipment and take approximately twenty rock samples,
twenty stream sediment samples, and twenty stream sediment panned
concentrate samples. All samples will be bagged and tagged for
location, date and time for later analysis. After the fourteen day
period is over the crew will return to Atlin by helicopter.

If
Phase One occurs during 2007, the samples obtained during this phase
will be analyzed at a laboratory and management will review the
results in the winter of 2007. Management will engage AMEC's
consulting geologist to interpret the results of Phase One. If AMEC
is able to identify favorable rock formations and structures with
elevated metal values management will plan and conduct a second phase
of exploration.

If
the Phase Two exploration plan (“Phase Two”) were to
proceed, AMEC's consulting geologist has indicated that AMEC should
budget approximately $12,400 for Phase Two and this phase of
exploration would be conducted in the 2008 exploration season. A
prospector and geologist will helicopter onto the claims and will
stay for a period of ten days. During this period the crew will use
global positioning equipment and will obtain fifty samples from
locations that would be determined in Phase One. All samples will be
bagged and tagged for location, date and time for later analysis.
After this ten day period is over the crew will return to Atlin by
helicopter.

If
Phase Two takes place, management will review its results in winter
2008. If AMEC is able to continue to confirm elevated metal values at
specific hand drilled targets management would consider Phase Two a
success and would plan for a Phase Three exploration program (“Phase
Three”). Phase Three is expected to cost at least $18,000. At
this stage, AMEC would seek to link with a more senior mining company
in a joint venture relationship. Phase Three would commence in June
2009 if Phase Two is successful.

Financial
Condition

As
at October 31, 2006, AMEC had a cash balance of $27,194. Management's
original budget was anticipated to cover Phase One and Phase Two.
AMEC has sufficient funds to complete Phase One. However, it has
become apparent that AMEC does not currently have sufficient funds to
complete Phase Two. Management's original estimates were incorrect
because there were delays starting Phase One and ongoing and
increased legal and accounting costs have reduced AMEC's cash
position. Additionally, AMEC has suffered some Canadian dollar
purchasing power due to the decline of the United States dollar. If
the results of Phase One are encouraging, AMEC will have to raise
additional funds starting in April 2007, so that Phase Two could
commence during the 2007 exploration season.

Management
does not anticipate generating any revenue for the foreseeable
future. When additional funds become required, the additional funding
will come from equity financing from the sale of AMEC's common stock
or sale of part of AMEC's interest in its mineral claims. If
management is successful in completing an equity financing, existing
shareholders will experience dilution of their interest in AMEC.
AMEC does not have any financing arranged and cannot provide
investors with any assurance that management will be able to raise
sufficient funding from the sale of AMEC common stock to fund Phase
Two or Phase Three. In the absence of such financing, AMEC's business
will fail.

AMEC
may consider entering into a joint venture partnership by linking
with a more senior mining company to provide the required funding to
complete Phase Three. Management has not undertaken any efforts to
locate a joint venture partner for Phase Three. If AMEC enters into a
joint venture arrangement, AMEC will assign a percentage of its
interest in the mineral claims to the joint venture partner.

Page - 12

---

Based
on the nature of AMEC's business, AMEC anticipates incurring
operating losses in the foreseeable future. AMEC bases this
expectation, in part, on the fact that very few mineral claims in the
exploration stage ultimately develop into producing, profitable
mines. Future financial results are also uncertain due to a number of
factors, some of which are outside AMEC's control. These factors
include, but are not limited to:

- management's
	ability to raise additional funding;
- the
	market price for ore;
- the
	results of the proposed exploration programs on the mineral
	property; and
- management's
	ability to find joint venture partners for the development of AMEC's
	property interests

Due
to AMEC's lack of operating history and present inability to generate
revenues, AMEC's auditors have stated their opinion that there
currently exists a substantial doubt about AMEC's ability to continue
as a going concern. Even if AMEC completes the  current exploration
program, and it is successful in identifying a mineral deposit, AMEC
will have to spend substantial funds on further drilling and
engineering studies before AMEC will know if it has a commercially
viable mineral deposit or reserve.

### Accounting
and Audit Plan

Management
intends to continue to have AMEC's outside consultant assist in the
preparation of its quarterly and annual financial statements and have
these financial statements reviewed or audited by its independent
auditor. AMEC's outside consultant is expected to charge AMEC
approximately $1,250 to prepare its quarterly financial statements
and approximately $1,750 to prepare its annual financial statements.
AMEC's independent auditor is expected to charge  approximately
$1,500 to review its quarterly financial statements and approximately
$5,000 to audit its annual financial statements. In the next twelve
months, management anticipates spending approximately $15,000 to pay
for AMEC's accounting and audit requirements.

### Legal
Expense Plan

Management
expects to incur legal costs of approximately $4,000 per quarter to
support three quarterly 10-QSB filings and $12,000 to support one
annual 10-KSB filing. In the next twelve months, management
anticipates spending approximately $24,000 for legal costs to pay for
three quarterly filings and one annual filing.

### Off-Balance Sheet Arrangements

AMEC
has no off-balance sheet arrangements including arrangements that
would effect its liquidity, capital resources, market risk support
and credit risk support or other benefits.

Page - 13

---

Item 7.	Financial Statements.

Atlin
Mineral Exploration Corp.(An Exploration Stage Company)October
31, 2006

|                                                            | Index
|----------------------------------------------------------- | -----
|Report
				of Independent Registered Public Accounting Firm | F–15 
|Balance
				Sheets                                          | F–16 
|Statements
				of Operations                                | F–17 
|Statements
				of Cash Flows                                | F–18 
|Statements
				of Stockholders’ Equity                      | F–19 
|Notes
				to the Financial Statements                       | F–20 



F-14

---



## Report
of Independent Registered Public Accounting Firm

To
the Directors and StockholdersAtlin Mineral Exploration Corp.(An
Exploration Stage Company)

We
have audited the accompanying balance sheets of Atlin Mineral
Exploration Corp. (An Exploration Stage Company) as of October 31,
2006 and 2005, and the related statements of operations, cash flows
and stockholders' equity for the year ended October 31, 2006 and for
the period from September 21, 2005 (Date of Inception) to October 31,
2005 and accumulated from September 21, 2005 (Date of Inception) to
October 31, 2006. 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 the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Atlin
Mineral Exploration Corp. (An Exploration Stage Company) as of
October 31, 2006 and 2005, and the results of its operations and its
cash flows for the year ended October 31, 2006 and for the period
from September 21, 2005 (Date of Inception) to October 31, 2005 and
accumulated from September 21, 2006 (Date of Inception) to October
31, 2006 in conformity with accounting principles generally accepted
in the United States.

The
accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has not generated any revenues
and has incurred operating losses since inception. These factors
raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these
matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

MANNING
ELLIOTT LLP

CHARTERED
ACCOUNTANTS

Vancouver,
Canada

December
11, 2006

F-15

---

Atlin
Mineral Exploration Corp.(An Exploration Stage Company)Balance
Sheets(Expressed in US dollars)

|                                                                                                              | October
					31,2006$ |  | October
					31,2005$
|------------------------------------------------------------------------------------------------------------- | --------------------- |  | ---------------------
|ASSETS                                                                                                        |                       |  |                      
|Current
					Assets                                                                                           |                       |  |                      
|Cash                                                                                                          | 27,194                |  | 53,550               
|Total
					Assets                                                                                             | 27,194                |  | 53,550               
|                                                                                                              |                       |  |                      
|LIABILITIES
					AND STOCKHOLDERS’ EQUITY                                                                     |                       |  |                      
|Current
					Liabilities                                                                                      |                       |  |                      
|Accrued
					liabilities                                                                                      | 750                   |  | 4,800                
|Due
					to related party (Note 3(b))                                                                         | −                     |  | 725                  
|Total
					Liabilities                                                                                        | 750                   |  | 5,525                
|Contingencies
					and Commitments (Note 1)                                                                   |                       |  |                      
|Stockholders’
					Equity                                                                                     |                       |  |                      
|Common
					Stock, 75,000,000 shares authorized, $0.001 par value6,627,500
					shares issued and outstanding | 6,628                 |  | 6,628                
|Additional
					Paid-In Capital                                                                               | 50,872                |  | 50,872               
|Donated
					Capital (Note 3(a))                                                                              | 9,750                 |  | 750                  
|Deficit
					Accumulated During the Exploration Stage                                                         | (40,806)              |  | (10,225)             
|Total
					Stockholders’ Equity                                                                               | 26,444                |  | 48,025               
|Total
					Liabilities and Stockholders’ Equity                                                               | 27,194                |  | 53,550               



(The accompanying notes are an integral part of these financial statements.)
F-16

---

Atlin
Mineral Exploration Corp.(An Exploration Stage
Company)Statements of Operations(Expressed in US dollars)

|                                            | Accumulated
					fromSeptember 21, 2005(Date of Inception)to October
					31,2006$ | For
					the YearEndedOctober 31,2006$ | For
					the period fromSeptember 21, 2005(Date of Inception)to
					October 31,2005$
|------------------------------------------- | ---------------------------------------------------------------------------------- | -------------------------------------- | -------------------------------------------------------------------------------------
|Revenue                                     | −                                                                                  | −                                      | −                                                                                    
|                                            |                                                                                    |                                        |                                                                                      
|Expenses                                    |                                                                                    |                                        |                                                                                      
|Donated
					rent (Note 3)                  | 3,250                                                                              | 3,000                                  | 250                                                                                  
|Donated
					services (Note 3)              | 6,500                                                                              | 6,000                                  | 500                                                                                  
|General
					and administrative             | 10,005                                                                             | 9,280                                  | 725                                                                                  
|Professional
					fees                      | 16,100                                                                             | 11,300                                 | 4,800                                                                                
|Mineral
					property costs                 | 4,951                                                                              | 1,001                                  | 3,950                                                                                
|Total
					Expenses                         | 40,806                                                                             | 30,581                                 | 10,225                                                                               
|Net
					Loss                               | (40,806)                                                                           | (30,581)                               | (10,225)                                                                             
|Net
					Loss Per Share – Basic and Diluted |                                                                                    | −                                      | −                                                                                    
|Weighted
					Average Shares Outstanding    |                                                                                    | 6,627,000                              | 3,920,000                                                                            



(The accompanying notes are an integral part of these financial statements.)
F-17

---

Atlin
Mineral Exploration Corp.(An Exploration Stage
Company)Statements of Cash Flows(Expressed in US dollars)

|                                                     |  | For
					the YearEndedOctober 31,2006$ | For
					the period fromSeptember 21, 2005(Date of Inception)to
					October 31,2005$
|---------------------------------------------------- |  | -------------------------------------- | -------------------------------------------------------------------------------------
|Operating
					Activities                            |  |                                        |                                                                                      
|Net
					loss                                        |  | (30,581)                               | (10,225)                                                                             
|Adjustments
					to reconcile net loss to cash       |  |                                        |                                                                                      
|Donated
					rent                                    |  | 3,000                                  | 250                                                                                  
|Donated
					services                                |  | 6,000                                  | 500                                                                                  
|Mineral
					property costs                          |  | −                                      | 3,950                                                                                
|Change
					in operating assets and liabilities      |  |                                        |                                                                                      
|Accrued
					liabilities                             |  | (4,050)                                | 4,800                                                                                
|Due
					to related party                            |  | (725)                                  | 725                                                                                  
|Net
					Cash Used In Operating Activities           |  | (26,356)                               | −                                                                                    
|Financing
					Activities                            |  |                                        |                                                                                      
|Proceeds
					from issuance of common stock          |  | −                                      | 53,550                                                                               
|Net
					Cash Flows Provided By Financing Activities |  | −                                      | 53,550                                                                               
|(Decrease)
					Increase in Cash                     |  | (26,356)                               | 53,550                                                                               
|Cash
					- Beginning of Period                      |  | 53,550                                 | −                                                                                    
|Cash
					- End of Period                            |  | 27,194                                 | 53,550                                                                               
|Non-cash
					Financing and Investing Activities     |  |                                        |                                                                                      
|Issue
					of common stock for mineral property      |  | −                                      | 3,950                                                                                
|                                                     |  |                                        |                                                                                      
|Supplemental
					Disclosures                        |  |                                        |                                                                                      
|Interest
					paid                                   |  | −                                      | −                                                                                    
|Income
					taxes paid                               |  | −                                      | −                                                                                    



(The accompanying notes are an integral part of these financial statements.)
F-18

---

Atlin
Mineral Exploration Corp.(An Exploration Stage Company)Statement
of Stockholders’ EquityFor the Period from September 21,
2005 (Date of Inception) to October 31, 2006(Expressed in US
dollars)

|                                                             |           |                 |       |  | AdditionalPaid-InCapital$ |  | DonatedCapital$ |  | DeficitAccumulatedDuring
					theExplorationStage$ |  | Total$  
|------------------------------------------------------------ | --------- | --------------- | ----- |  | ------------------------- |  | --------------- |  | -------------------------------------------------- |  | --------
|                                                             |           |                 |      
|                                                             |           |                 |      
|Common
					Stock                                            |           |                 |       | 
|Shares#                                                      |           | Par
					Value$ |       |  |                           | 
|                                                             |           |                 |      
|Balance
					– September 21, 2005(Date of Inception)         | −         |                 | −     |  | −                         |  | −               |  | −                                                  |  | −       
|Common
					stock issued formineral property at $0.001/share | 3,950,000 |                 | 3,950 |  | −                         |  | −               |  | −                                                  |  | 3,950   
|Common
					stock issued forCash at $0.02/share              | 2,677,500 |                 | 2,678 |  | 50,872                    |  | −               |  | −                                                  |  | 53,550  
|Donated
					services andexpenses (Note 3(a))                | −         |                 | −     |  | −                         |  | 750             |  | −                                                  |  | 750     
|Net
					loss for the period                                 | −         |                 | −     |  | −                         |  | −               |  | (10,225)                                           |  | (10,225)
|Balance
					– October 31, 2005                              | 6,627,500 |                 | 6,628 |  | 50,872                    |  | 750             |  | (10,225)                                           |  | 48,025  
|Donated
					services andexpenses (Note 3(a))                | −         |                 | −     |  | −                         |  | 9,000           |  | −                                                  |  | 9,000   
|Net
					loss for the year                                   | −         |                 | −     |  | −                         |  | −               |  | (30,581)                                           |  | (30,581)
|Balance
					– October 31, 2006                              | 6,627,500 |                 | 6,628 |  | 50,872                    |  | 9,750           |  | (40,806)                                           |  | 26,444  



(The accompanying notes are an integral part of these financial statements.)
F-19

---

Atlin Mineral Exploration Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in US dollars)

1. Exploration
	Stage Company

	Atlin
	Mineral Exploration Corp. (the “Company”) was
	incorporated in the State of Nevada on September 21, 2005. The
	Company is an Exploration Stage Company, as defined by Statement of
	Financial Accounting Standard (“SFAS”) No.7 “Accounting
	and Reporting by Development Stage Enterprises”. The
	Company’s principal business is the acquisition and exploration
	of mineral resources. The Company has not presently determined
	whether its properties contain mineral reserves that are economically
	recoverable.
	These
	financial statements have been prepared on a going concern basis,
	which implies the Company will continue to realize its assets and
	discharge its liabilities in the normal course of business. The
	Company has never generated revenues since inception and has never
	paid any dividends and is unlikely to pay dividends or generate
	earnings in the immediate or foreseeable future. The continuation of
	the Company as a going concern is dependent upon the continued
	financial support from its shareholders, the ability of the Company
	to obtain necessary equity financing to continue operations,
	confirmation of the Company’s interests in the underlying
	properties, and the attainment of profitable operations. The Company
	plans to finance operations for the next twelve months by continued
	financial support from its shareholders and to secure equity
	financing. As at October 31, 2006, the Company has never generated
	any revenues and has accumulated losses of $40,806 since inception.
	These factors raise substantial doubt regarding the Company’s
	ability to continue as a going concern. These financial statements do
	not include any adjustments to the recoverability and classification
	of recorded asset amounts and classification of liabilities that
	might be necessary should the Company be unable to continue as a
	going concern.
	The
	Company filed an SB-2 Registration Statement with the United States
	Securities and Exchange Commission that was declared effective on
	March 14, 2006 to register 2,677,500 shares of common stock for
	resale by existing shareholders of the Company. The Company did not
	receive any proceeds from the resale of shares of common stock by
	selling stockholders. The Company currently trades under the symbol
	AMXC on the OTC Bulletin Board.

1. Summary
	of Significant Accounting Policies

Basis
	of Presentation

	These
	financial statements and related notes are presented in accordance
	with accounting principles generally accepted in the United States,
	and are expressed in US dollars. The Company’s fiscal year-end
	is October 31. Use
	of Estimates

	The
	preparation of financial statements in conformity with U.S. generally
	accepted accounting principles requires management to make estimates
	and assumptions that affect the reported amounts of assets and
	liabilities and disclosure of contingent assets and liabilities at
	the date of the financial statements and the reported amounts of
	revenues and expenses during the reporting period. Actual results
	could differ from those estimates. Basic
	and Diluted Net Income (Loss) Per Share

	The
	Company computes net income (loss) per share in accordance with SFAS
	No. 128, "Earnings per Share". SFAS No. 128 requires
	presentation of both basic and diluted earnings per share (EPS) on
	the face of the income statement. Basic EPS is computed by dividing
	net income (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 using the treasury stock method and convertible
	preferred stock using the if-converted method. In computing Diluted
	EPS, the average stock price for the period is used in determining
	the number of shares assumed to be purchased from the exercise of
	stock options or warrants. Diluted EPS excludes all dilutive
	potential shares if their effect is anti dilutive. At October 31,
	2006, there were no potentially dilutive securities. Comprehensive
	Loss


	SFAS
	No. 130, “Reporting Comprehensive Income,”
	establishes standards for the reporting and display of comprehensive
	loss and its components in the financial statements. As at October
	31, 2006 and 2005, the Company has no items that represent a
	comprehensive loss and, therefore, has not included a schedule of
	comprehensive loss in the financial statements.


F-20

---

Atlin Mineral Exploration Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in US dollars)

1. Summary
	of Significant Accounting Policies (continued)

Cash
	and Cash Equivalents

	The
	Company considers all highly liquid instruments with maturity of
	three months or less at the time of issuance to be cash equivalents. Mineral
	Property Costs

	The
	Company has been in the exploration stage since its formation on
	September 21, 2005 and has not yet realized any revenues from its
	planned operations. It is primarily engaged in the acquisition and
	exploration of mining properties. Mineral property acquisition and
	exploration costs are expensed as incurred. When it has been
	determined that a mineral 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
	amortized using the units-of-production method over the estimated
	life of the probable reserve. If mineral properties are subsequently
	abandoned or impaired, any capitalized costs will be charged to
	operations. Long-Lived
	Assets

	In
	accordance with SFAS No. 144, “Accounting for the Impairment
	or Disposal of Long-Lived Assets”, the carrying value of
	long-lived assets is reviewed on a regular basis for the existence of
	facts or circumstances that may suggest impairment. The Company
	recognizes impairment when the sum of the expected undiscounted
	future cash flows is less than the carrying amount of the asset.
	Impairment losses, if any, are measured as the excess of the carrying
	amount of the asset over its estimated fair value. Financial
	Instruments

	Financial
	instruments, which include cash, accrued liabilities and due to
	related party, were estimated to approximate their carrying values
	due to the immediate or short-term maturity of these financial
	instruments. The Company’s operations are in Canada which
	results in exposure to market risks from changes in foreign currency
	rates. The financial risk is the risk to the Company’s
	operations that arise from fluctuations in foreign exchange rates and
	the degree of volatility of these rates. Currently, the Company does
	not use derivative instruments to reduce its exposure to foreign
	currency risk. Income
	Taxes

	Potential
	benefits of income tax losses are not recognized in the accounts
	until realization is more likely than not. The Company has adopted
	SFAS No. 109 “Accounting for Income Taxes” as of
	its inception. Pursuant to SFAS No. 109 the Company is required to
	compute tax asset benefits for net operating losses carried forward.
	Potential benefit of net operating losses have not been recognized in
	these financial statements because the Company cannot be assured it
	is more likely than not it will utilize the net operating losses
	carried forward in future years. Foreign
	Currency Translation

	The
	Company’s functional and reporting currency is the United
	States dollar. Monetary assets and liabilities denominated in foreign
	currencies are translated in accordance with SFAS No. 52 “Foreign
	Currency Translation”, using the exchange rate prevailing
	at the balance sheet date. Gains and losses arising on settlement of
	foreign currency denominated transactions or balances are included in
	the determination of income. Foreign currency transactions are
	primarily undertaken in Canadian dollars. The Company has not, to the
	date of these financials statements, entered into derivative
	instruments to offset the impact of foreign currency fluctuations. Stock-based
	Compensation

	Prior
	to January 1, 2006, the Company accounted for stock-based awards
	under the recognition and measurement provisions of Accounting
	Principles Board Opinion No. 25, “Accounting for Stock
	Issued to Employees” using the intrinsic value method of
	accounting, under which compensation expense was only recognized if
	the exercise price of the Company’s employee stock options was
	less than the market price of the underlying common stock on the date
	of grant. Effective January 1, 2006, the Company adopted the fair
	value recognition provisions of SFAS No. 123R “Share Based
	Payments”, using the modified retrospective transition
	method. The Company has not issued any stock options or share based
	payments since its inception. Accordingly, there was no effect on the
	Company’s reported loss from operations, cash flows or loss per
	share as a result of adopting SFAS No 123R.


F-21

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Atlin Mineral Exploration Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in US dollars)

1. Summary
	of Significant Accounting Policies (continued)

Recent
	Accounting Pronouncements

	In
	September 2006, the FASB issued SFAS No. 158, “Employers’
	Accounting for Defined Benefit Pension and Other Postretirement Plans
	– an amendment of FASB Statements No. 87, 88, 106, and 132(R)”.
	This statement requires employers to recognize the overfunded or
	underfunded status of a defined benefit postretirement plan (other
	than a multiemployer plan) as an asset or liability in its statement
	of financial position and to recognize changes in that funded status
	in the year in which the changes occur through comprehensive income
	of a business entity or changes in unrestricted net assets of a
	not-for-profit organization. This statement also requires an employer
	to measure the funded status of a plan as of the date of its year-end
	statement of financial position, with limited exceptions. The
	provisions of SFAS No. 158 are effective for employers with publicly
	traded equity securities as of the end of the fiscal year ending
	after December 15, 2006. The adoption of this statement is not
	expected to have a material effect on the Company's future reported
	financial position or results of operations.
	In
	September 2006, the FASB issued SFAS No. 157, “Fair Value
	Measurements”. The objective of SFAS 157 is to increase
	consistency and comparability in fair value measurements and to
	expand disclosures about fair value measurements. SFAS 157 defines
	fair value, establishes a framework for measuring fair value in
	generally accepted accounting principles, and expands disclosures
	about fair value measurements. SFAS 157 applies under other
	accounting pronouncements that require or permit fair value
	measurements and does not require any new fair value measurements.
	The provisions of SFAS No. 157 are effective for fair value
	measurements made in fiscal years beginning after November 15, 2007.
	The adoption of this statement is not expected to have a material
	effect on the Company's future reported financial position or results
	of operations.
	In
	June 2006, the Financial Accounting Standards Board (FASB) issued
	FASB Interpretation No. 48, “Accounting for Uncertainty in
	Income Taxes, an interpretation of FASB Statements No. 109”.
	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
	statement of financial position as well as on derecognition, interest
	and penalties, accounting in interim periods, disclosure, and
	transition. FIN 48 is effective for fiscal years beginning after
	December 15, 2006. The adoption of this statement is not expected to
	have a material effect on the Company's future reported financial
	position or results of operations.
	In
	March 2006, the FASB issued SFAS No. 156, "Accounting for
	Servicing of Financial Assets, an amendment of FASB Statement No.
	140, Accounting for Transfers and Servicing of Financial Assets and
	Extinguishments of Liabilities". This statement requires all
	separately recognized servicing assets and servicing liabilities be
	initially measured at fair value, if practicable, and permits for
	subsequent measurement using either fair value measurement with
	changes in fair value reflected in earnings or the amortization and
	impairment requirements of Statement No. 140. The subsequent
	measurement of separately recognized servicing assets and servicing
	liabilities at fair value eliminates the necessity for entities that
	manage the risks inherent in servicing assets and servicing
	liabilities with derivatives to qualify for hedge accounting
	treatment and eliminates the characterization of declines in fair
	value as impairments or direct write-downs. SFAS No. 156 is effective
	for an entity's first fiscal year beginning after September 15, 2006.
	The adoption of this statement is not expected to have a material
	effect on the Company's future reported financial position or results
	of operations.
	In
	February 2006, the FASB issued SFAS No. 155, "Accounting for
	Certain Hybrid Financial Instruments-an amendment of FASB Statements
	No. 133 and 140", to simplify and make more consistent the
	accounting for certain financial instruments. SFAS No. 155 amends
	SFAS No. 133, "Accounting for Derivative Instruments and
	Hedging Activities", to permit fair value re-measurement for
	any hybrid financial instrument with an embedded derivative that
	otherwise would require bifurcation, provided that the whole
	instrument is accounted for on a fair value basis. SFAS No. 155
	amends SFAS No. 140, "Accounting for the Impairment or
	Disposal of Long-Lived Assets", to allow a qualifying
	special-purpose entity to hold a derivative financial instrument that
	pertains to a beneficial interest other than another derivative
	financial instrument. SFAS No. 155 applies to all financial
	instruments acquired or issued after the beginning of an entity's
	first fiscal year that begins after September 15, 2006, with earlier
	application allowed. The adoption of this statement is not expected
	to have a material effect on the Company's future reported financial
	position or results of operations.


F-22

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Atlin Mineral Exploration Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2006
(Expressed in US dollars)

1. Related
	Party Balances/Transactions

During
	the year ended October 31, 2006, the Company recognized a total of
	$3,000 (2005 - $250) for donated rent and $6,000 (2005 - $500) for
	donated services for office space and services provided by the
	President of the Company.During
	the period ended October 31, 2005, the Company incurred $725 of
	incorporation and legal costs that were paid directly by the
	President. This amount was repaid during the year ended October 31,
	2006.During
	the period ended October 31, 2005, the Company entered into a
	mineral property agreement and a trust agreement with the President
	of the Company. Refer to Note 4.


1. Mineral
	Properties

	The
	Company entered into an Agreement dated September 22, 2005 with the
	President of the Company to acquire a 100% interest in sixteen
	mineral claims located in the Atlin Mining Division, British
	Columbia, Canada, in consideration for the issuance of 3,950,000
	shares of common stock. The claims are registered in the name of the
	President, who has executed a trust agreement whereby the President
	agreed to hold the claims in trust on behalf of the Company. There
	are situations that could prevent the Company from obtaining clear
	title to the mineral claims such as the bankruptcy or death of the
	President. On March 2, 2006, the Company re-staked the sixteen
	mineral claims into two larger claims and renewed the trust agreement
	with the President.

1. Income
	Taxes

	Potential
	benefits of income tax losses are not recognized in the accounts
	until realization is more likely than not. The Company has net
	operating losses carried forward totalling $27,150 for tax purposes
	which expire starting in 2024. Pursuant to SFAS No. 109 the Company
	is required to compute tax asset benefits for net operating losses
	carried forward. Potential benefit of net operating losses have not
	been recognized in these financial statements because the Company
	cannot be assured it is more likely than not it will utilize the net
	operating losses carried forward in future years. For the years ended
	October 31, 2006 and 2005, the valuation allowance established
	against the deferred tax assets increased by $7,600 and $1,900,
	respectively.
	The
	components of the net deferred tax asset at October 31, 2006 and
	2005, the statutory tax rate, the effective tax rate and the amount
	of the valuation allowance are indicated below:

|                            |  | October
					31,2006$ |  | October
					31,2005$
|--------------------------- |  | --------------------- |  | ---------------------
|Net
					Operating Loss     |  | 27,150                |  | 5,500                
|Statutory
					Tax Rate     |  | 35%                   |  | 35%                  
|Effective
					Tax Rate     |  | –                     |  | –                    
|Deferred
					Tax Asset     |  | 9,500                 |  | 1,900                
|Valuation
					Allowance    |  | (9,500)               |  | (1,900)              
|Net
					Deferred Tax Asset |  | –                     |  | –                    



F-23

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Item
8.	Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

There
are no changes in or disagreements with AMEC’s accountants on
accounting and financial disclosure. AMEC’s Independent
Registered Public Accounting Firm from inception to the current date
is Manning Elliott LLP, Chartered Accountants, 1100 - 1050 West
Pender Street, Vancouver, British Columbia, V6E 3S7, Canada.

Item 8A.	Controls and Procedures.

**Disclosure
Controls and Procedures**

Nadwynn
Sing, AMEC’s Principal Executive Officer and Principal
Financial Officer, has evaluated the effectiveness of AMEC’s
disclosure controls and procedures (as such term is defined in Rules
13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the
“Exchange Act” ))
as of the end of the period covered by this annual report (the
“Evaluation
Date”). Based on such evaluation, Mr. Sing has
concluded that, as of the Evaluation Date, AMEC’s disclosure
controls and procedures are effective in alerting AMEC on a timely
basis to material information required to be included in its reports
filed or submitted under the Exchange Act.

**Changes
in Internal Controls**

During
the quarter of the fiscal year covered by this report, there were no
changes in AMEC’s internal controls or, to AMEC’s
knowledge, in other factors that have materially affected, or are
reasonably likely to materially affect, these controls and procedures
subsequent to the date AMEC carried out this evaluation.

Item 8B.	Other Information.

During
the fourth quarter of the year covered by this Form 10-KSB, AMEC had
no information to be disclosed as required on a Form 8-K that was not
disclosed.

Page - 24

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PART
III

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

(a)	Identify Directors and Executive Officers

The
sole Director and Officer currently serving AMEC is as follows:

|Name             | Age | Positions
				Held and Tenure                                                                                       
|---------------- | --- | --------------------------------------------------------------------------------------------------------------------
|Nadwynn
				Sing | 47  | Principal
				Executive Officer, Principal Financial Officer, President,
				Secretary, Treasurer, and sole Director

The
sole Director named above will serve until the next annual meeting of
the stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their
positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is
contemplated.

## Biographical
information - Nadwynn Sing

Mr.
Sing has acted AMEC's sole Director and Officer since AMEC's
inception on September 21, 2005. During the past five years, Mr. Sing
has been a private investor in the real estate market in Vancouver,
Canada. Mr. Sing has been a purchaser of pre-completion condominiums
and selling these condominiums at completion. Additionally, Mr. Sing
performs property management services on behalf of his elderly
parents who own a number of real estate properties in British
Columbia and Alberta, Canada. Mr. Sing has had no employer during the
past five years.

Given
that Mr. Sing has no previous experience in mineral exploration or
operating a ming company, he intends to perform his job for AMEC by
engaging consultants who have experience in the areas where he is
lacking. Mr. Sing has worked to familiarize himself with AMEC's
business by attending two mineral exploration conferences with one
conference in Kamloops, British Columbia in April 2005 and the other
in Vancouver, British Columbia in January 2006. At these conferences
Mr. Sing attended some technical sessions and attended the trade
shows.

(b)	Identify
Significant Employees

AMEC has no significant
employees other than Mr. Sing who is AMEC's sole Director and
Officer. Mr. Sing will devote approximately 10 hours per week or 25%
of his working time to AMEC's business. For its accounting, AMEC
utilizes the consulting services of Lancaster & David, Chartered
Accountants of Vancouver, Canada to assist in the preparation of its
annual and interim financial statements in accordance with accounting
principles generally accepted in the United States.

(c)	Family
Relationships

There are no family
relationships among AMEC's directors and officers since it has a sole
Director and Officer.

(d)	Involvement
in Certain Legal Proceedings

(1)	No bankruptcy petition has
been filed or against any business of which any director was a
general partner or executive officer at the time of the bankruptcy or
within two years prior to that time.

(2)	No director has been
convicted in a criminal proceeding and is not subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses).

(3)	No director has been
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business,
securities or banking activities.

Page - 25

---

(4)	No director has been found
by a court of a competent jurisdiction (in a civil action), the
Securities Exchange Commission, or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, that has not been reversed, suspended, or vacated.

(e)	Compliance
with Section 16(a) of the Exchange Act

All reports were filed with the
SEC on a timely basis and AMEC is not aware of any failures to file a
required report during the period covered by this annual report.

(f)	Audit
Committee Financial Expert

AMEC does not have a financial
expert serving on an audit committee. AMEC utilizes its consulting
accountants Lancaster & David to assist in the preparation of its
financial statements in accordance with generally accepted accounting
principles (“GAAP”) from its bank statements and
invoices. AMEC does not have an audit committee at this time because
AMEC has no revenue.

(g)	Identification
of Audit Committee

AMEC does not have a separately
designated standing audit committee. Rather, AMEC 's audit committee
is comprised of its board of directors. However, none of the members
of the audit committee meet the independent requirements for an audit
committee member. AMEC's audit committee is responsible for: (1)
selection and oversight of AMEC's independent accountant; (2)
establishing procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous
submission by AMEC's employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for
the outside auditory and any outside advisors engagement by the audit
committee.

(h)	Code
of Ethics

AMEC has adopted a code of
ethics the applices to all its executive officers and employees,
including its CEO and CFO. A copy of AMEC's adopted code of ethics
was previously filed with its registration statement on Form SB-2.
AMEC undertakes to provide any person with a copy of its code of
ethics free of charge. Please contact Nadwynn Sing at 604 732-1304 to
request a copy of AMEC's code of ethics. Management believes AMEC's
code of ethics is reasonably designed to deter wrongdoing and promote
honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations, and
provide accountability for adherence to the code.

Page - 26

---

Item
10.	Executive Compensation.

## Summary
Compensation Table

The table below summarizes all
compensation awarded to, earned by, or paid to AMEC's Officer for all
services rendered in all capacities to AMEC for the fiscal periods
indicated.

|NameandPrincipalPosition                                                        | FiscalYear                          | Annual
				Compensation    | Long
				Term Compensation | AllOtherCompensation($)
|------------------------------------------------------------------------------- | ----------------------------------- | -------------------------- | -------------------------- | -----------------------
|Salary($)                                                                       | Bonus($)                            | OtherAnnualCompensation($) | Awards                     | Payouts                
|RestrictedStockAwards($)                                                        | SecuritiesUnderlyingOptions/SARS(#) | LTIPPayouts($)            
|Nadwynn
				Sing,CEO, CFO, President, and DirectorSeptember 2005 to
				present | 2005                                | Nil                        | Nil                        | Nil                    
|2006                                                                            | Nil                                 | Nil                        | Nil                        | Nil                    

AMEC has no standard
arrangements such as an active employment or consulting contact in
regard to compensating Mr. Sing for his services to AMEC. AMEC
provides no pension plan for Mr. Sing. Mr Sing will not be reimbursed
for past services. Mr. Sing will not receive any monthly, annual or
long-term compensation. AMEC has no policy to compensate its director
for director services such as committee participation or special
assignments. AMEC has no other arrangements with its directors.

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

Security
Ownership of Certain Beneficial Owners (more than 5%)

The
following table sets forth, as of the date of this registration
statement, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5%
or more of the outstanding common stock of AMEC.

|Title
			of Class | Name
			and Address of Beneficial Owner                                           | Number
			of Shares Owned Beneficially | Percent
			of Class Owned Prior To This Offering
|----------------- | --------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------
|Common
			Stock   | Nadwynn
			Sing1005-289 Drake StreetVancouver, British
			ColumbiaCanada, V6B 5Z5 | 3,950,000                              | 60%                                             

Security
Ownership of Management

|Title
			of Class | Name
			and Address of Beneficial Owner                                           | Number
			of Shares Owned Beneficially | Percent
			of Class Owned Prior To This Offering
|----------------- | --------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------
|Common
			Stock   | Nadwynn
			Sing1005-289 Drake StreetVancouver, British
			ColumbiaCanada, V6B 5Z5 | 3,950,000                              | 60%                                             
|Common
			Stock   | Directors
			and Executive Officers as a group                                    | 3,950,000                              | 60%                                             

The
percent of class is based on 6,627,500 of common stock issued and
outstanding as of January 17, 2006.

The
person listed is the sole Director and Officer of AMEC and has full
voting and investment power with respect to the shares indicated.
Under the rules of the Securities and Exchange Commission, a person
(or a group of persons) is deemed to

Page - 27

---

be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares
power to vote or to direct the voting of such security. Accordingly,
more than one person may be deemed to be a beneficial owner of the
same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60
days, such as options or warrants to purchase AMEC's common stock.

Changes
in Control

AMEC
 is not aware of any arrangement that may result in a change of
control of AMEC.

Item 12.	Certain Relationships and Related
Transactions.

(a)	Relationships with Insiders

During the last two fiscal years, no director, executive officer or
security holder has had any direct or indirect material interest in
any transaction or a series of similar transactions that exceed
$60,000 to which AMEC was a party.

(b)	Transactions with Promoters

Nadwynn
Sing is the sole promoter of AMEC. Mr. Sing is the only person who
has taken the initiative in founding and organizing its current
business. Mr. Sing has not received anything of value from AMEC nor
is Mr. Sing entitled to receive anything of value from AMEC for
services provided as a promoter.

Item 13.	Exhibits.

(a)	Index to and Description of Exhibits

|Exhibit
			Number | Description                                                                                                                                                                                                          | Status             
|----------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------
|3.1               | Articles
			of Incorporation of Atlin Mineral Exploration Corp. filed as an
			Exhibit to AMEC's Form SB-2 filed on January 23, 2006 an
			incorporated herein by reference.                                         | Previously
			Filed
|3.2               | By-Laws
			of Atlin Mineral Exploration Corp. filed as an Exhibit to AMEC's
			Form SB-2 filed on January 23, 2006 an incorporated herein by
			reference.                                                           | Previously
			Filed
|10.1              | Property
			Agreement between Nadwynn Sing and Atlin Mineral Exploration Corp.
			dated September 22, 2005 filed as an Exhibit to AMEC's Form SB-2
			filed on January 23, 2006 an incorporated herein by reference. | Previously
			Filed
|10.2              | Trust
			Agreement between Nadwynn Sing and Atlin Mineral Exploration Corp.
			dated September 22, 2005 filed as an Exhibit to AMEC's Form SB-2
			filed on January 23, 2006 an incorporated herein by reference.    | Previously
			Filed
|14.1              | Financial
			Code of Ethics                                                                                                                                                                                          | Previously
			Filed
|31                | Certifications
			pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                         | Included           
|32                | Certifications
			pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
			906 of the Sarbanes-Oxley Act of 2002.                                                                                       | Included           



Page - 28

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Item
14.	Principal Accountant Fees and Services

(1)
Audit Fees and Related Fees

The
aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for AMEC's
audit of annual financial statements and for review of financial
statement included in AMEC's Form 10-QSB or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were:

2006
- $4,485 – Manning Elliott LLP – Chartered Accountants

2005
- $4,000 – Manning Elliott LLP – Chartered Accountants

(2)
Audit-Related Fees

The
aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of
AMEC's financial statements and are not reported in the preceding
paragraph:

2006
- $nil – Manning Elliott LLP – Chartered Accountants

2005
- $nil – Manning Elliott LLP – Chartered Accountants

(3)
Tax Fees

The
aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:

2006
- $nil – Manning Elliott LLP – Chartered Accountants

2005
- $nil – Manning Elliott LLP – Chartered Accountants

(4)
All Other Fees

The
aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other
than services reported in paragraphs (1) and (2) was:

2006
- $nil – Manning Elliott LLP – Chartered Accountants

2005
- $nil – Manning Elliott LLP – Chartered Accountants

(5)AMEC's
audit committee's pre-approval policies and procedures described on
paragraph (c)(7)(i) of Rule2-01 of Regulation S-X were that the audit
committee pre-approve all accounting related activities prior to the
performance of any services by any accountant or auditor.

(6)The
percentage of hours expended on the principal accountant's engagement
to audit AMEC's financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees was nil.

Page - 29

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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, thereto duly authorized.

ATLIN
MINERAL EXPLORATION CORP.

By:
/s/ Nadwynn Sing

Nadwynn
SingPrincipal Executive Officer,Principal Financial Officer
and Sole Director

Date:
January 17, 2007

In
accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities an on the dates indicated.

By:
/s/ Nadwynn Sing

Nadwynn
SingPrincipal Executive Officer,Principal Financial Officer
and Sole Director

Date:
January 17, 2007

Page - 30