UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549






Form
10-K/A Amendment
No. 2




(Mark
One)




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




For the
fiscal year ended   August
31, 2008




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




For the
transition period from  [   ] to 
[   ]




Commission
file number   000-51988




BLACK HAWK EXPLORATION
  INC.(Name
      of small business issuer in its
charter)





Nevada
            
            27-0670160(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





1174
      Manito NW, PO Box 363, Fox Island WA
              
              98333(Address
      of principal executive offices)
              
              (Zip
      Code)




Issuer's
telephone number  (253)
973-7135




Securities
registered pursuant to Section 12(b) of the Act:




Title
      of each class
              Nil
            
            Name
      of each exchange on which registered
              Nil




Securities
registered pursuant to Section 12(g) of the Act:


Common
      Shares, par value $0.001(Title
      of class)





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 [   ]





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   “ (Do not check if a smaller reporting
      company)
            Smaller
      reporting company  X






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 asked prices of such common equity, as of a
specified date within 60 days.  (See definition of affiliate in Rule
12b-2 of the Exchange Act.)




There is
no public trading market for our common shares in the United States or
elsewhere. Based on the last sale price of our shares of $0.70, our aggregate
market value is $40,811,000.




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




58,301,428
common shares issued and outstanding as of November 30, 2008.




Transitional
Small Business Disclosure Format (Check one):   Yes
[   ];   No [X].




Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). .  Yes [ X] No [ ]





PART I




Item 1.  Description of Business.




This
annual report contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995.  These statements
relate to future events or our future financial performance.  In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology.  These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled "Risk Factors", that may cause our company's or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.




Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.




In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common shares" refer to the common
shares in our capital stock.




As used
in this annual report, the terms "we", "us", "our", and "Black Hawk" mean Black
Hawk Exploration Inc., unless otherwise indicated.




Corporate
History




We were
incorporated in the State of Nevada on April 14, 2005.  We are engaged
in the acquisition and exploration of mining properties.  We maintain
our statutory registered agent's office at Suite 300 - 7251 West Lake Mead Blvd,
Las Vegas, Nevada 89128 and our business office is located at # 305-8391 Beverly
Blvd., Los Angeles, California 90058.




Other
than as set out herein, we have not been involved in any bankruptcy,
receivership or similar proceedings, nor have we been a party to any material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of our business.




Our
Current Business




We are an
exploration stage resource company, and are primarily engaged in the exploration
for and development in the properties in which we have acquired
interests.  We do not currently have any properties.  We are
actively pursuing an acquisition of a resource property.




We will
be engaged in the acquisition, and exploration of mineral properties with a view
to exploiting any mineral deposits we discover that demonstrate economic
feasibility. In 2005 we acquired a 100% undivided right, title and interest in
and to 3 mineral claims comprising 942 hectares located 15 kilometers south of
the Golden Bear Mine and 73 km northwest of the town of Telegraph Creek, British
Columbia, Canada.    In order to acquire the claims, our former
President, Garrett Ainsworth paid $2,000 to Mr. Peter Burjoski, the vendor of
the property, in an arm's length transaction. On August 21, 2005 we reimbursed
Mr. Ainsworth for the purchase. In addition, on December 19, 2005, our
President, Garret Ainsworth staked an additional 410 hectares of property
contiguous with the Samotua Property. This property is called the Bandit claims.
In May 2006 our  former President, Garrett Ainsworth staked another
approximately 400 hectares of property contiguous with the Bandit
claim.  In 2008 we discontinued our pursuit of this
property.


-3-


The
Samotua Property and the Bandit claim shall hereinafter be referred to as our
'mineral claims' or our 'property'.




The
mineral claims are located approximately 15 kilometers south of the Golden Bear
Mine and 73 kilometers northwest of the town of Telegraph Creek, British
Columbia. The mineral claims are within the Atlin Mining Division.




Access to
the mineral claims is gained by helicopter. A helicopter is based in Telegraph
Creek during the summer months and at Dease Lake, British Columbia year round.
The Golden Bear Mine road passes approximately 15 kilometers northeast of the
claims. No infrastructure is located on the property. The mineral claims lie on
the east side of the Coast Mountains in rugged alpine terrain with elevation
ranging between 1500 and 2140 meters.




The
mineral claims are located at latitude 58 o04'
north and longitude 132 o20'
west.




We hold
title to the mineral claims. The mineral claims give us the right to all of the
underlying minerals of the land on which the claims have been staked. We began
exploration on our property in August 2006.    We arranged
for soil sampling of the property. We will arrange for additional work upon
availability of qualified geologists.  Geologists in British Columbia
are currently experiencing unprecedented demand.




The
Samotua property and Bandit claim have both seen various amounts of work in the
past. Chevron Minerals Limited has completed several phases of geochemical soil
and rock sampling, trenching and detailed geological mapping on the Bandit
claim. Geochemical sampling consists of the gathering of samples from property
areas with the most potential to host economically significant mineralization
based on past exploration results.  All samples gathered are normally sent
to a laboratory where they are crushed and analyzed for metal
content.




Geological
mapping involves dividing a portion of the property being explored into small
sections.  Results are then recorded, or mapped, depending on that area of
the grid from which samples are taken. Trenching identifies the continuity and
extent of mineralization, if any, below the surface.




We
have obtained various geological reports on the mineral claims. One report by
Dr. E.A. Schiller and C.E. Fipke, both professional geologists, prepared for
Chevron Exploration and Dia Met Minerals Ltd summarized information compiled
from four assessment reports completed by Chevron Minerals' geologists. The
geological report summarizes the results of exploration in the area of the
property and makes a recommendation for further exploration work.




In the
report, Messrs. Fipke and Schiller conclude that the results of exploration work
clearly indicate a highly prospective gold target has been delineated on the
claims. The authors note that the combination of several factors warrant an
aggressive exploration program. The existence of rocks, similar to those known
to host mineralization elsewhere in the area, also makes the property a target
for additional exploration work.






Messrs.
Fipke and Schiller in their report make specific recommendations based on their
conclusions to determine the potential of the property to host economic
quantities of gold, They believe certain areas of the claim should be examined
in more detail, using air photos by an experienced structural geologist. They
also recommend that the previous geological mapping should be plotted on
topographic maps. In addition, Messrs. Fipke and Schiller believe drill targets
in certain specific areas should be established by heavy mineral sampling.
Magnetic geophysical methods should also be used to locate possible
mineralization.   We discontinued exploration of this property in
2008.




Alberta
Sun Project




On June
15, 2007 we entered into an option agreement with Firestone Ventures to acquire
the Alberta Sun Uranium project. Under the terms of the agreement, we can earn a
60% interest by paying Firestone a total of $210,000 cash (completed) and
issuing 135,000 shares on signing (completed) and paying an additional $70,000
cash, issuing 270,000 shares and incurring $700,000 in exploration expenditures
over the next two years.  We can earn an additional 15% interest by
paying Firestone $100,000, issuing Firestone 400,000 common shares and incurring
another $1 million in exploration expenditures over the following two
years.  Firestone will retain a 1% net smelter royalty (“NSR”) of
which 0.5% can be purchased by us for $500,000 at any
time.   There is an additional 1% NSR to the underlying property
owners.


-4-


The Alberta Sun uranium property (covering over 200,000 acres) is
characterized by easy access across southern Alberta
rangeland.  Results of initial fieldwork on the project include
scintillometer readings of up to 1250 cps (counts per second), visible
alteration, shale beds and abundant hematite and carbonaceous material within
sandstone.  Composite grab samples of isolated organic debris material
returned up to 7640 ppm uranium (0.901 U 3O 8).  Grab rock samples (sandstone) from a separate area 40 km
southeast returned 57 to 150 ppm uranium.  Elevated vanadium,
molybdenum, arsenic, and lead values, important indicators of sandstone-hosted
uranium, occur at both areas.





A 2,384
line kilometer electromagnetic and magnetic airborne survey over four priority
areas has been completed.  TerraNotes Ltd. of Edmonton is carrying out
initial analysis of the survey to be followed by sophisticated modeling of the
dataset which should delineate high-priority areas for drilling.  In,
March 2008 we discontinued our pursuit of this property and terminated the
Alberta Sun option.





Sand
Lake North





On July
13, 2007 we signed a formal option agreement with Perry English (English) for
Rubicon Minerals Corp. pursuant to which we may earn up to a 100% interest in
English’s Sand Lake North project located in Ontario, Canada. Under the terms of
the agreement, we can earn a 100% interest by paying English $44,000 cash
(completed) and issuing 25,000 shares on signing (completed) and paying an
additional $88,000 cash and issuing 75,000 shares and incurring $700,000 in
exploration expenditures over the next two years.  English will retain
a 2% net smelter royalty (“NSR”) of which 1% can be purchased by us for
$1,000,000 at any time.   In August 2008, we discontinued our
pursuit of the Sand Lake North property.  We did not make the annual
payment required to keep the property in good standing under the option
agreement.





Wyoming





In August
2007, we acquired a 100% interest in the Lucky Emma Uranium claims, ("Wyoming
Claims"), located in the recording district of Lander,
Wyoming.  Pursuant to an Asset Purchase Agreement between us and Maria
Regina Caeli Management Corp (the “Seller), we paid $20,000 and issued 50,000
shares to the Seller for a 100% interest in the Wyoming Claims.  In
August 2008, we discontinued our pursuit of the Wyoming property.  We
did not make the annual payment to the State of Nevada in order to keep the
property in good standing.





North
West Territories





Effective
November 14, 2007 we entered into a formal option agreement with Perry English
for Rubicon Minerals Corp. and Precambrian Ventures Ltd (collectively the
“Optionor”) pursuant to which we may earn up to a 100% interest in the
Optionor’s NWT project located in the Northwest Territories, Canada. Under the
terms of the agreement, we can earn a 100% interest by paying the Optionor
$86,000 cash (completed) and issuing 50,000 shares on signing (completed) and
paying an additional $95,000 cash and issuing 100,000 shares over the next three
years.  The Optionor will retain a 2% net smelter royalty (“NSR”) of
which 1% can be purchased by us for $1,000,000 at any time. In August 2008,
we discontinued our pursuit of the North West Territories
property.  We did not make the annual payment required to keep the
property in good standing under the option agreement.





We intend
to formulate an exploration program based on the various reports we have
reviewed.




Our
exploration program is designed to economically explore and evaluate the
properties.


-5-


Product
Research and Development




Our
business plan is focused on the long-term exploration and development of our
mineral properties.




We do not
anticipate that we will expend any significant funds on research and development
over the next twelve months ending August 31, 2009.




Employees




Currently
there are no full time or part-time employees of our company (other than our
directors and officer who, at present, have not signed employment or consulting
agreements with us). We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officer or directors). We do and will continue
to outsource contract employment as needed. However, if we are successful in our
initial and any subsequent drilling programs we may retain additional
employees.




Purchase
or Sale of Equipment





We do not
intend to purchase any significant equipment over the next twelve months ending
August 31, 2009.




Competition




The gold
mining industry is fragmented. We compete with other exploration companies
looking for gold. We are one of the smallest exploration companies in existence.
We are an infinitely small participant in the gold mining market. While we
compete with other exploration companies, there is no competition for the
exploration or removal of minerals from our property. Readily available gold
markets exist in Canada and around the world for the sale of gold.




We may
not have access to all of the supplies and materials we need to begin
exploration that could cause us to delay or suspend operations. Competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as explosives, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials after this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.




Government
Regulations and Supervision




Our
mineral exploration program will be subject to the laws of the jurisdiction in
which we operate.  We are currently sourcing projects in the North
West Territories and other Canadian jurisdictions such as Ontario.  We
anticipate that the jurisdiction in which we operate in the future will have
regulations similar to  the Mineral Tenure Act(British
Columbia) and Regulation. This act sets forth rules for




Locating
claims




Posting
claims




Working
claims




Reporting
work performed




The Mineral Tenure Act(British
Columbia) and Regulation also governs the work requirements for a claim
including the minimum annual work requirements necessary to maintain a claim.
The holder of a mineral claim must perform exploration and development work on
the claim of $100 in each of the first three years and $200 in the eighth and
subsequent years.


-6-


We may also be subject to a mineral exploration code similar to
the British Columbia Mineral
Exploration Code(the "Code") that tells us how
and where we can explore for minerals. We must comply with these laws to operate
our business. The purpose of the Codeis to assist persons who
wish to explore for minerals in British Columbia to understand the process
whereby exploration activities are permitted and regulated. The Codeestablishes province
wide standards for mineral exploration and development activities. The Codealso manages and
administers exploration and development activities to ensure maximum extraction
with a minimum of environmental disturbance. The Codedoes not apply to
certain exploration work we will be conducting. Specifically, work that does not
involve mechanical disturbance of the surface including:




Prospecting
using hand-held tools




Geological
and geochemical surveying




Airborne
geophysical surveying




Hand-trenching
without the use of explosives




The
establishment of gridlines that do not require the felling of trees




Exploration
activities that we intend on carrying out which are subject to the provisions of
the Codeare as
follows:




Drilling,
trenching and excavating using machinery




Disturbance
of the ground by mechanical means




Compliance
with these rules and regulations will require us to meet the minimum annual work
requirements. Also, prior to proceeding with any exploration work subject to the
Codewe must apply for
a notice of work permit. In this notice we will be required to set out the
location, nature, extent and duration of the proposed exploration activities.
The notice is submitted to the regional office of the Mines Branch, Energy
Division.




We
currently do not have any pending applications for government approval of our
exploration program. We only require one permit for exploration and we have not
yet applied for it since it is not required until later stages of exploration
(i.e. drilling). We estimate that this exploration permit can be obtained within
2 weeks.




Environmental
Law




The Code
deals with environmental matters relating to the exploration and development of
mining properties. The goal of this Act is to protect the environment through a
series of regulations affecting:




1. Health
and Safety




2.
Archaeological Sites




3.
Exploration Access




We are
responsible to provide a safe working environment, to not disrupt archaeological
sites, and to conduct our activities to prevent unnecessary damage to the
property.




We
anticipate no discharge of water into active stream, creek, river, lake or any
other body of water regulated by environmental law or regulation. No endangered
species will be disturbed. Restoration of the disturbed land will be completed
according to law. All holes, pits and shafts will be sealed upon abandonment of
the property. It is difficult to estimate the cost of compliance with the
environmental law since the full nature and extent of our proposed activities
cannot be determined until we start our operations and we know what that will
involve from an environmental standpoint.




We
believe that compliance with these regulations will not adversely affect our
business operations in the future.


-7-


RISK FACTORS




Much of
the information included in this current report includes or is based upon
estimates, projections or other "forward looking statements".  Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations.  While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein.




Such
estimates, projections or other "forward looking statements" involve various
risks and uncertainties as outlined below.  We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".




Our
common shares are considered speculative during the development of our new
business operations.  Prospective investors should consider carefully
the risk factors set out below.




W
e need to continue as a going concern if our business is to succeed, if we do
not we will go out of business.




Our
independent accountant's report to our audited financial statements for the
period ended August 31, 2008, indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern.
 Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
obtaining adequate financing to pay our liabilities.  If we are not able to
continue as a going concern, it is likely investors will lose their
investments.




Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.




Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The expenditures to be made by us in the exploration of the mineral
claim may not result in the discovery of mineral deposits. Problems such as
unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. If the results
of our exploration do not reveal viable commercial mineralization, we may decide
to abandon our claim and acquire new claims for new exploration. The acquisition
of additional claims will be dependent upon us possessing capital resources at
the time in order to purchase such claims. If no funding is available, we may be
forced to abandon our operations.




If
we do not obtain additional financing, our business will fail.




Our
current operating funds are less than necessary to complete all intended
exploration of the property, and therefore we will need to obtain additional
financing in order to complete our business plan.  As of August 31, 2008,
we had cash in the amount of $26,393. We currently have minimal operations
and we have no income.




Our
business plan calls for significant expenses in connection with the exploration
of the property.  We do not currently have sufficient funds to conduct
initial exploration on the property and require additional financing in order to
determine whether the property contains economic mineralization.  We will
also require additional financing if the costs of the exploration of the
property are greater than anticipated .




We will
require additional financing to sustain our business operations if we are not
successful in earning revenues once exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market prices for copper, silver and gold, investor acceptance of our property
and general market conditions.  These factors may make the timing, amount,
terms or conditions of additional financing unavailable to us.




The most
likely source of future funds presently available to us is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders.  The only other anticipated alternative for the financing of
further exploration would be our sale of a partial interest in the property to a
third party in exchange for cash or exploration expenditures, which is not
presently contemplated.


-8-


Because
we have commenced limited business operations, we face a high risk of business
failure.




We have
commenced limited exploration on our properties.  Accordingly, we have no
way to evaluate the likelihood that our business will be successful.  We
were incorporated on April 14, 2005 and have been involved primarily in
organizational activities and the acquisition of our mineral property.  We
have not earned any revenues as of the date of this prospectus.




Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues.  We therefore expect to
incur significant losses into the foreseeable future.  We recognize that if
we are unable to generate significant revenues from development of the mineral
claims and the production of minerals from the claims, we will not be able to
earn profits or continue operations.




There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.




We
lack an operating history and we expect to have losses in the
future.




We have
not started our proposed business operations or realized any revenues. We have
no operating history upon which an evaluation of our future success or failure
can be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon the following:




·
            Our
      ability to locate a profitable mineral property;·
            Our
      ability to generate revenues; and·
            Our
      ability to reduce exploration
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
will cause us to go out of business.




We
have no known ore reserves and we cannot guarantee we will find any gold or if
we find gold, that production will be profitable. Even if we are successful in
discovering gold or other mineralized material we may not be able to realize a
profit from its sale. If we cannot make a profit, we may have to cease
operations.




We have
no known ore reserves. We have not identified any gold on the mineral claims and
we cannot guarantee that we will ever find any gold. The report we reviewed in
selecting the mineral claims for exploration are old and may be out of date.
Even if we find that there is gold on our mineral claims, we cannot guarantee
that we will be able to recover the gold. If we cannot find gold or it is not
economical to recover the gold, we will have to cease operations.




Because of the inherent dangers
involved in mineral exploration, there is a risk that we may incur liability or
damages as we conduct our business.




The
search for valuable minerals involves numerous hazards.  As a result, we
may become subject to liability for such hazards, including pollution, cave-ins
and other hazards against which we cannot insure or against which we may elect
not to insure.  The payment of such liabilities may have a material adverse
effect on our financial position.


-9-




Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material. If we do not find mineralized
material, we will cease operations.




Because
we are small and do not have much capital, we must limit our exploration.
Because we may have to limit our exploration, we may not find mineralized
material, although our mineral claims may contain mineralized material. If we do
not find mineralized material, we will cease operations.






If
we become subject to onerous government regulation or other legal uncertainties,
our business will be negatively affected.




There are
several governmental regulations that materially restrict mineral property
exploration and development. Under Alberta, Ontario and NWT mining law, to
engage in certain types of exploration will require work permits, the posting of
bonds, and the performance of remediation work for any physical disturbance to
the land. While these current laws do not affect our current exploration plans,
if we proceed to commence drilling operations on the mineral claims, we will
incur modest regulatory compliance costs.






In
addition, the legal and regulatory environment that pertains to the exploration
of ore is uncertain and may change. Uncertainty and new regulations could
increase our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues.  In addition to new laws and regulations being adopted, existing
laws may be applied to mining that have not as yet been applied.  These new
laws may increase our cost of doing business with the result that our financial
condition and operating results may be harmed.






We
may not have access to all of the supplies and materials we need to begin
exploration that could cause us to delay or suspend operations.




Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as explosives, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials after this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.




Because
of the speculative nature of exploration of mineral properties, there is no
assurance that our exploration activities will result in the discovery of new
commercially exploitable quantities of minerals.




We plan
to continue exploration on our mineral claims. The search for valuable minerals
as a business is extremely risky. We can provide investors with no assurance
that additional exploration on our properties will establish that additional
commercially exploitable reserves of gold exist on our properties Problems such
as unusual or unexpected geological formations or other variable conditions are
involved in exploration and often result in exploration efforts being
unsuccessful. The additional potential problems include, but are not limited to,
unanticipated problems relating to exploration and attendant additional costs
and expenses that may exceed current estimates. These risks may result in us
being unable to establish the presence of additional commercial quantities of
ore on our mineral claims with the result that our ability to fund future
exploration activities may be impeded.




Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty in reselling your shares and may cause
the price of the shares to decline.




Our
shares 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 our securities in this offering or in
the aftermarket. In particular, prior to selling a penny stock, broker/dealers
must give the prospective customer a risk disclosure document that: contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; contains a description of the
broker/dealers' duties to the customer and of the rights and remedies available
to the customer with respect to violations of such duties or other requirements
of Federal securities laws; contains a brief, clear, narrative description of a
dealer market, including "bid" and "ask" prices for penny stocks and the
significance of the spread between the bid and ask prices; contains the toll
free telephone number for inquiries on disciplinary actions established pursuant
to section 15(A)(i); defines significant terms used in the disclosure document
or in the conduct of trading in penny stocks; and contains such other
information, and is in such form (including language, type size, and format), as
the SEC requires by rule or regulation. Further, for sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement before making a sale to you. Because of the imposition
of the foregoing additional sales practices, it is possible that brokers will
not want to make a market in our shares. This could prevent you from reselling
your shares and may cause the price of the shares to decline.


-10-


We have no known ore reserves and we cannot guarantee we will
find any gold or if we find gold, that production will be
profitable.




We have
no known ore reserves.  We have not identified any gold on the
property and we cannot guarantee that we will ever find any gold.  We
did not rely upon any expert advice in selecting the property for the
exploration.  Even if we find that there is gold on our property, we
cannot guarantee that we will be able to recover the gold.  Even if we
recover the gold, we cannot guarantee that we will make a profit.  If
we cannot find gold or it is not economical to recover the gold, we will have to
cease operations.




Rain
and snow may make the road leading to our property impassable.  This
will delay our proposed exploration operations and could prevent us from
working.




While we
plan to conduct our exploration year round, it is possible that snow or rain
could cause roads leading to our claims to be impassable.  When roads
are impassable, we are unable to work.




Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material.  If we do not find
mineralized material, we will cease operations.




Because
we are small and do not have much capital, we must limit our
exploration.  Because we may have to limit our exploration, we may not
find mineralized material, although our property may contain mineralized
material.  If we do not find mineralized material, we will cease
operations.




As
we face intense competition in the mining industry, we will have to compete with
our competitors for financing and for qualified managerial and technical
employees.




The
mining industry is intensely competitive in all of its phases. Competition
includes large established mining companies with substantial capabilities and
with greater financial and technical resources than we have. As a result of this
competition, we may be unable to acquire additional attractive mining claims or
financing on terms we consider acceptable. We also compete with other mining
companies in the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for financing or for
qualified employees, our exploration and development programs may be slowed down
or suspended.




Trading
of our stock may be restricted by the SEC's Penny Stock Regulations which may
limit a stockholder's ability to buy and sell our stock.




The U.S.
Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions.  Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors".  The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse.  The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market.  The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account.  The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's
confirmation.  In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for
the stock that is subject to these penny stock rules.  Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities.  We believe that the penny stock rules discourage investor
interest in and limit the marketability of, our common stock.


-11-


We do not expect
to declare or pay any dividends.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.




Anti-Takeover
Provisions




We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
By-laws.  Without any anti-takeover provisions, there is no deterrent
for a take-over of our company, which may result in a change in our management
and directors.




Our
By-laws contain provisions indemnifying our officer and directors against all
costs, charges and expenses incurred by them.




Our
By-laws contain provisions with respect to the indemnification of our officer
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgement, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgement in a
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officer.




Volatility of Stock Price.




Our
common shares are not currently publicly traded.  In the future, the
trading price of our common shares may be subject to wide
fluctuations.  Trading prices of the common shares may fluctuate in
response to a number of factors, many of which will be beyond our
control.  In addition, the stock market in general, and the market for
software technology companies in particular, has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of such companies.  Market and industry factors
may adversely affect the market price of the common shares, regardless of our
operating performance.




In the
past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been
instituted.  Such litigation, if instituted, could result in
substantial costs and a diversion of management's attention and
resources.




Item 2.  Description of Property.




Our
administrative mailing office is located at 8391 Beverly Blvd. #305, Los
Angeles, California and our telephone number is (323) 275-8475.




We will
be engaged in the acquisition, and exploration of mineral properties with a view
to exploiting any mineral deposits we discover that demonstrate economic
feasibility. We acquired a 100% undivided right, title and interest in and to 3
mineral claims comprising 942 hectares located 15 kilometers south of the Golden
Bear Mine and 73 km northwest of the town of Telegraph Creek, British Columbia,
Canada.    In order to acquire the claims, our  former
President, Garrett Ainsworth paid $2,000 to Mr. Peter Burjoski, the vendor of
the property, in an arm's length transaction. On August 21, 2005 we reimbursed
Mr. Ainsworth for the purchase. In addition, on December 19, 2005, our
President, Garret Ainsworth staked an additional 410 hectares of property
contiguous with the Samotua Property. This property is called the Bandit claims.
In May 2006 we acquired an additional 400 hectares contigous to the Bandit claim
when our President staked such claims on our behalf.  The Samotua
Property and the Bandit claim shall hereinafter be referred to as our 'mineral
claims' or our 'property'.  In 2008 we discontinued the pursuit of
this property.


-12-


Samotua
Mineral Property Purchase Agreement




In April
2005, Mr. Garrett Ainsworth, our former President, entered into an agreement
with Mr. Peter Burjoski of Atlin, British Columbia, whereby he acquired a total
of 3 mineral claims located approximately 73 kilometers from Telegraph Creek,
British Columbia. Mr. Ainsworth acquired this property on our behalf for the sum
of $2,000 for a 100% undivided right, title and interest in and to these claims.
On August 21, 2005, we reimbursed Mr. Ainsworth for the Samotua
Property.




Title
to the Samotua Property and the Bandit claim




The
Samotua Property consists of 3 mineral claims totaling 493 hectares. The Bandit
claim consists of one 410 hectare mineral claim.  A "mineral claim" refers
to a specific section of land over which a title holder owns rights to
exploration to ground.  Such rights may be transferred or held in trust.
 The claims comprising the Samotua property are registered 100% in the name
of our former President, Garrett Ainsworth. The claims have been transferred to
us by Mr. Ainsworth. The Bandit claim is registered 100% in the name of Garrett
Ainsworth also. These claims will only be valid as long as we spend a minimum of
$880 in exploration work on each one each year.  Alternatively, we may pay
the same amount per claims in cash to the British Columbia government in order
to maintain the claims in good standing.




If
Garrett Ainsworth, as trustee becomes bankrupt or transfers the claims to a
third party, we may incur significant legal expenses in enforcing our interest
in the claims in British Columbia courts.




The
registration of the claims in the name of a trustee does not impact a third
party's ability to commence an action against us respecting the Samotua property
or the Bandit claim or to seize the claims after obtaining
judgment.




The
claims are all recorded in Mr. Ainsworth's name to a avoid paying additional
fees, however, title to the claims has been conveyed to us by an unrecorded
deed. An unrecorded deed is one in which title to the property has been
transferred to us, but the deed has not been filed with the British Columbia
Land Title Office. Our title to the property is superior to all other unrecorded
deeds. Should Mr. Rolin transfer title to another person and that deed is
recorded before recording our deed, that person will have superior title and we
will have none. If that event occurs, however, Mr. Rolin will be liable to us
for monetary damages for breach of his warranty of title and for breach of his
fiduciary duties to us as director. The extent of these damages will be
calculated so as to place us in the position we would have been in had the
breach of warranty and fiduciary duties not occurred. Damages would include
expenditures incurred by us in respect of the property in addition to loss of
opportunity costs, the quantification of which would depend on any subsequently
successful exploration of the properties.




Under
British Columbia provincial law, if the deed is recorded in our name, we will
have to pay a minimum of $500 and file other documents since we are a foreign
corporation in Canada. We will also be required to form a British Columbia
corporation to hold the property because foreign corporations are not permitted
to hold mineral claims in British Columbia. We have decided that if gold is
discovered on the property and it is economical to remove the gold, we will
record the deed, pay the additional tax, and file as a foreign corporation. We
are in possession of the unrecorded deed and the decision to record or not
record the deed is solely within our province.


-13-


All
Canadian lands and minerals that have not been granted to private persons are
owned by either the federal or provincial governments in the name of Her
Majesty.  Ungranted minerals are commonly known as Crown minerals.
Ownership rights to Crown minerals are vested by the Canadian Constitution in
the province where the minerals are located. In the case of our mineral claims,
that is the province of British Columbia. In the 19 thcentury the practice of reserving the minerals from fee simple Crown
grants was established. Minerals are reserved from Crown land dispositions under
the Mineral Tenure Act(British Columbia). The result is that the Crown is the largest mineral
owner in Canada, both as the fee simple owner of Crown lands and through mineral
reservations in Crown grants. Most privately held mineral titles are acquired
directly from the Crown. Our property is one such acquisition. Accordingly, fee
simple title to our property resides with the Crown. Our claims are mineral
claims issued pursuant to the Mineral Tenure Act(British
Columbia). We have exclusive rights to mine and recover all of the minerals
contained within the surface boundaries of the lease continued vertically
downward. The legal significance of these different ownership interests is
simply that the Crown maintains fee simple ownership of the surface rights on
the properties and we have obtained the right to all of the underlying minerals.
Under provisions of the Mineral Tenure Act(British
Columbia) a claim grants the holder the rights to use the surface for
exploration and mining purposes. A disposition of surface rights by the Crown
cannot diminish the rights of the mineral titleholder.




To date
we have performed limited exploration work on our properties. We began
exploration on our property in August 2006.  We were forced to delay
the commencement of this initial exploration due to the shortage of available
qualified geologists and prospectors.  We arranged for soil sampling
of the property.   We are presently in the exploration stage and
there is no assurance that a commercially viable mineral deposit, a reserve,
exists in our property until further exploration is done and a comprehensive
evaluation concludes economic and legal feasibility.




We may
consider seeking the assistance of a major mining company if we find mineralized
materials on the property. We do not intend to try to
develop any reserves we find, if any, ourselves.




The
following information is provided in compliance with "Guide 7 of Industry Guides
Under the Securities Act and the Exchange Act" for issuers engaged or to be
engaged in significant mining operations.




Location
and Access




The
mineral claims are located approximately 15 kilometers south of the Golden Bear
Mine and 73 kilometers northwest of the town of Telegraph Creek, British
Columbia. The mineral claims are within the Atlin Mining Division.




Access to
the mineral claims is gained by helicopter. A helicopter is based in Telegraph
Creek during the summer months and at Dease Lake, British Columbia year round.
The Golden Bear Mine road passes approximately 15 kilometers northeast of the
claims. No infrastructure is located on the property. The mineral claims lie on
the east side of the Coast Mountains in rugged alpine terrain with elevation
ranging between 1500 and 2140 meters.




The
mineral claims are located at latitude 58 o04'
north and longitude 132 o20'
west.




Physiography
and Geology




The
mineral claims are located approximately 15 kilometers south of the Golden Bear
Mine and 73 kilometers northwest of the town of Telegraph Creek, British
Columbia.




We have
obtained various geological reports on the mineral claims. One report by Dr.
E.A. Schiller and C.E. Fipke, both professional geologists, prepared for Chevron
Exploration and Dia Met Minerals Ltd summarized information compiled from four
assessment reports completed by Chevron Minerals'   geologists. The
geological report summarizes the results of exploration in the area of the
property and makes a recommendation for further exploration work.




In the
report, Messrs. Fipke and Schiller conclude that the results of exploration work
clearly indicate a highly prospective gold target has been delineated on the
claims. The authors note that the combination of several factors warrant an
aggressive exploration program. The existence of rocks, similar to those known
to host mineralization elsewhere in the area, also makes the property a target
for additional exploration work.


-14-


The Samotua property and Bandit claim have both seen various
amounts of work in the past. Chevron Minerals Limited has completed several
phases of geochemical soil and rock sampling, trenching and detailed geological
mapping on the Bandit claim. Geochemical sampling consists of the gathering of
samples from property areas with the most potential to host economically
significant mineralization based on past exploration results.  All samples
gathered are normally sent to a laboratory where they are crushed and analyzed
for metal content.




Geological
mapping involves dividing a portion of the property being explored into small
sections.  Results are then recorded, or mapped, depending on that area of
the grid from which samples are taken. Trenching identifies the continuity and
extent of mineralization, if any, below the surface.




The
claims are underlain by a pre-Upper Triassic phyllite package consisting of
siliceous silstones to phyllitic greenstones.




The
source of the above description of the rock formation and mineralization of the
mineral claims was the Government of BC Ministry of Energy and Mines website at
http://www.gov.bc.ca/em. This website contains a detailed description of the
rock formation and mineralization of all staked lands in British
Columbia.




In 2008
we discontinued the pursuit of this property.




Alberta
Sun Uranium Project




On June
15, 2007, we signed a formal option agreement with Firestone Ventures Inc.
(“Firestone”) pursuant to which we May earn up to a 75% interest in Firestone's
Alberta Sun uranium project located in southwestern Alberta, Canada (the
“Alberta Sun Project”). Under the terms of the agreement, we can earn a 60%
interest by paying Firestone a total of CDN $210,000 cash (paid by June 2007),
and issuing 135,000 shares on signing (issued in June, 2007) and paying an
additional CDN $70,000 cash, issuing 270,000 shares and incurring $700,000 in
exploration expenditures over the next two years. We can earn an additional 15%
interest by paying Firestone CDN $100,000, issuing Firestone 400,000 common
shares and incurring another $1 million in exploration expenditures over the
following two years. Firestone will retain a 1% net smelter royalty ("NSR") of
which 0.5% can be purchased by us for $500,000 at any time. There is an
additional 1% NSR to the underlying property owners.




In March
2008, we discontinued the pursuit of this property.




Location
and Access





The
Alberta Sun uranium property (covering over 200,000 acres) is characterized by
easy access across southern Alberta rangeland.





Previous
Work





Results
of initial fieldwork on the project include scintillometer readings of up to
1250 cps (counts per second), visible alteration, shale beds and abundant
hematite and carbonaceous material within sandstone. Composite grab samples of
isolated organic debris material returned up to 7640 parts per million (ppm)
uranium (0.901 U3O8). Grab rock samples (sandstone) from a separate area 40 km
southeast returned 57 to 150 ppm uranium. Elevated vanadium, molybdenum,
arsenic, and lead values, important indicators of sandstone-hosted uranium,
occur at both areas.





A 2,384
line kilometer electromagnetic and magnetic airborne survey over four priority
areas has been completed. TerraNotes Ltd. of Edmonton is carrying out initial
analysis of the survey to be followed by sophisticated modeling of the dataset
which should delineate high-priority areas for drilling.





In March
2008, we terminated the Alberta Sun option agreement.


-15-


Wyoming





In August
2007, we acquired a 100% interest in the Lucky Emma Uranium claims, ("Wyoming
Claims"), located in the recording district of Lander,
Wyoming.  Pursuant to an Asset Purchase Agreement between us and Maria
Regina Caeli Management Corp (the “Seller), we paid $20,000 and issued 50,000
shares to the Seller for a 100% interest in the Wyoming Claims.





In August
2008 we discontinued the pursuit of the Wyoming property.





North
West Territories





Effective
November 14, 2007, we entered into a formal option agreement with Perry English
for Rubicon Minerals Corp. and Precambrian Ventures Ltd (collectively the
“Optionor”) pursuant to which we may earn up to a 100% interest in the
Optionor’s NWT project located in the Northwest Territories, Canada. Under the
terms of the agreement, we can earn a 100% interest by paying the Optionor
CDN$86,000 cash (completed) and issuing 50,000 shares on signing (completed) and
paying an additional CDN$95,000 cash and issuing 100,000 shares over the next
three years.  The Optionor will retain a 2% net smelter royalty
(“NSR”) of which 1% can be purchased by us for $1,000,000 at any
time.





In August
2008, we discontinued the pursuit of the North West territories
property.




Our
Proposed Exploration Program




We are
currently reviewing geologic data for various properties in the North West
Territories and the province of Ontario.  We will develop an
exploration program once we have acquired a resource property.




We intend
to formulate an exploration program based on the various reports we have
reviewed. We anticipate the program to be as follows:




We intend
to implement an exploration program and intend to proceed in the following two
phases all of which it is intended will be performed or supervised by a
geologist with significant exploration experience, and by independent
contractors hired by us.


-16-


Phase 1
will begin with research of the available geologic literature, personal
interviews with geologists, mining engineers and others familiar with the
prospect sites. We have completed this phase of the exploration process on the
properties. This activity took approximately one month.




Our
initial work will be augmented with geologic mapping and geochemical testing of
our claims. The geologic mapping on the property will be done by taking soil
samples throughout the property at approximately 200-300 foot
intervals.  On areas with no rock outcrops, we will do soil survey
grids. We will also analyze surface outcrops of rock and the topography of the
property to assist in the geologic mapping. We anticipate the costs of the
geologic mapping during this Phase to be approximately $8,000.




We may
also conduct limited geochemical testing during Phase 1. Rock samples will be
taken from the property and taken to a lab where a determination of the
elemental make up of the sample and the exact   concentrations of gold will
be made. We will then compare the relative concentrations of gold in samples so
the results from different samples can be compared in a more precise manner and
plotted on a map to evaluate their significance. We anticipate the cost of
geochemical testing to be approximately $8,000 to $12,000. We will commence this
activity immediately after completion of our research and anticipate that the
geochemical testing will take up to six weeks. We anticipate spending up to
$10,000 on initial trenching in this Phase. The trenching during this Phase will
after the geochemical testing and will be completed in approximately two to four
weeks. The trenching in Phase 1 will likely involve hand trenching or very
limited use of machinery for excavation work. The trenching during Phase 1 will
also likely focus on work on existing trenches, if any are found. During Phase 2
trenching will involve more extensive use of machinery and the use of explosives
to assist in excavation.




When
available, existing workings, like trenches, prospect pits, shafts or tunnels
will be examined. If an apparent mineralized zone is identified and narrowed
down to a specific area by the studies, we will begin trenching the area.
Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These
dimensions allow for a thorough examination of the surface of the vein structure
types, if any, generally encountered in the area. They also allow easier
restoration of the land to its pre-exploration condition when we conclude our
operations. Once excavation of a trench is completed, samples are taken to a lab
and then analyzed. Rock chip samples will tested for traces of gold, silver,
lead, zinc and iron, however our primary focus is the search for gold. A careful
interpretation of this available data collected from the various tests aids in
determining whether or not the claims have current economic potential and
whether further exploration is warranted.




Phase 1
will take about 3 months and cost up to $30,000. The anticipated date of
completion for Phase 1 assumes adequate capital to complete the various stages
of Phase 1.




Phase 2
involves an initial examination of the underground characteristics of any vein
structure that was identified by Phase 1 of exploration. Phase 2 is aimed at
identifying any mineral deposits of potential economic importance. The methods
employed are:




More
extensive trenching




More
advanced geophysical work including ground magnetic and electrical geophysical
work




Diamond
Drilling




Trenching
identifies the continuity and extent of mineralization, if any, below the
surface. We will rely primarily on more extensive trenching and diamond drilling
during Phase 2 to identify the extent of mineralization. We anticipate the cost
of the trenching during Phase 2 to be approximately $20,000. We will commence
more extensive trenching approximately two to four weeks after completion of
Phase 1 after we have had time to review the results from Phase 1 and data from
more extensive geophysical work in Phase 2. This stage will take approximately
four to six weeks to complete.




Diamond
drilling is an essential component of exploration and aids in the delineation
and definition of any deposits. The extent of this drilling program will be
determined by the occurrences of gold, if any, revealed by Phase 1. If gold
occurrences are revealed during Phase 1 diamond drilling will be done to test
for potential extensions.


-17-


Definition drilling is done with compressed air drills. Holes
will be strategically drilled on the claims in reliance on the information
generated during Phase 1. When drilling the accumulation of drilling mud may
occur. We may use a small sump in order to collect the drilling
mud.




Diamond
drilling will occur after trenching and advanced geophysical work and will
continue for up to two months.




We will
also rely on ground magnetic and electrical geophysical work. Ground magnetic
and electrical methods are used to determine the location of near-surface faults
and to characterize the materials in and near fault zones. The types of
properties considered would include grain size, sediment type and fault zone
alteration.




Magnetic
and electrical geophysics will be used to map shallow subsurface expressions of
faulting. Subsurface electrical conductivity measurements will be used to locate
zones of increased mineralization.




The
geophysical work gives a general understanding of the location and extent of
mineralization at depths that are unreachable by surface excavations and
provides a target for more extensive trenching and core drilling. We anticipate
the approximate cost of the geophysical work to be approximately $10,000 and
anticipate commencing immediately after Phase 1 and completing in approximately
4 weeks. The approximate cost of drilling is estimated to be $50,000 to
$70,000.




After a
thorough analysis of the data collected in Phase 2, we will decide if the
property warrants continued exploration.




Phase 2
will take up to 4 months and cost up to $100,000.




We intend
to interest other companies in the property if we find mineralized
materials.




The two
phases of exploration will be conducted by a qualified geologist with reasonable
experience in exploration of gold and mineral properties.




Following
completion of Phases 1 and 2, our board of directors will make the assessment
whether to continue exploration based on an analysis of results of our initial
exploration efforts and based on advice from our contracted geologist. Criteria
we will consider in making this assessment include the nature and density of the
underlying rock. If the rock encountered is tombstone or granite we are more
likely to proceed with more extensive drift driving as the cost of construction
is lower than if the rock is unstable and/or fractured.




The
primary factor we will take into account in deciding whether to proceed with
extensive drift driving will be the grade and consistency of the ore
encountered. That is to say, our estimate of the amount of gold per ton in the
underlying rock will determine the extent of our underground work.




Geophysical
surveys will require line cutting. Line cutting involves removing bush from the
property in order to produce straight clearings.  This provides grid
boundaries for geophysical and other surveys.




Geophysical
surveying is the search for mineral deposits by measuring the physical property
of near-surface rocks, and looking for unusual responses caused by the presence
of mineralization.  Electrical, magnetic, gravitational, seismic and
radioactive properties are the ones most commonly measured.




A
more  specific program wil be developed when we acquire another
resource property.




Item 3.  Legal Proceedings.




We know
of no material, active or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceedings or pending
litigation.  There are no proceedings in which any of our directors,
officer or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.




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




There
were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended August 31, 2008.


-18-


PART II




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




Our
common stock is quoted on the Over-the-Counter Bulletin Board under the symbol
“BHWX”.




On May 7,
2007, our Board of Directors approved a ten (10) for one (1) forward stock split
of our authorized, issued and outstanding shares of common stock.  We
amended our Articles of Incorporation by the filing of a Certificate of Change
with the Nevada Secretary of State wherein we stated that our Corporation will
issue ten (10) shares for every one (1) share of common stock issued and
outstanding immediately prior to the effective date of the forward stock split.
The change in our Articles of Incorporation was effected with the Nevada
Secretary of State on April 6, 2007. As a result, our authorized capital has
increased from 30,000,000 to 300,000,000 shares of common stock with a par value
of $0.001 each.  We will issue ten (10) shares of common stock in
exchange for every one (1) share of common stock issued and
outstanding.  This will increase our issued and outstanding share
capital from 5,747,000 shares of common stock to 57,470,000 shares of common
stock.




As of
November 30, 2008 there were 50 shareholders and 58,301,428 shares
outstanding.




There are
no outstanding options or warrants to purchase, or securities convertible into,
our common shares.  All of our issued and outstanding shares can be
sold pursuant to Rule 144 of the Securities Act of 1933.




We have
not declared any dividends since incorporation and does not anticipate that we
will do so in the foreseeable future.  Although there are no
restrictions that limit the ability to pay dividends on our common shares, our
intention is to retain future earnings for use in our operations and the
expansion of our business.




Recent
Sales of Unregistered Securities




On
October 20, 2006 we sold 200,000 pre-split shares to one investor at a price of
$0.10 for proceeds of $20,000.




On May
30, 2007, we closed a private placement of 571,428 common shares for gross
proceeds of $400,000.




Equity
Compensation Plan Information




We
currently do not have any stock option or equity plans.




Item 6.  Management's Discussion and
Analysis or Plan of Operation.




Overview




You
should read the following discussion of our financial condition and results of
operations together with the consolidated audited financial statements and the
notes to consolidated audited financial statements included elsewhere in this
filing prepared in accordance with accounting principles generally accepted in
the United States.  This discussion contains forward-looking
statements that reflect our plans, estimates and beliefs.  Our actual
results could differ materially from those anticipated in these forward-looking
statements.


-19-


Plan
of Operations




Cash
Requirements




For the
next 12 months we plan to expend a total of approximately $150,000 in respect of
our mineral properties.  We currently have enough to complete Phase 1
of our exploration program.




We
estimate that we will expend approximately $10,000 on general and administrative
expenses over the next 12 months and working capital of approximately
$10,000.




Based on
our current plan of operations, we have sufficient funds for the next 6 months,
after which time we will require additional funds to continue our exploration
operations. In the event that we are unable to raise additional financing in the
next 6 months, and fail to generate any cash flow, we may modify our operations
plan accordingly. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we may continue to be
unprofitable.




Over the
next twelve months we intend to use all available funds to expand on the
exploration and development of our mineral properties, as follows:




Estimated Funding Required
During the Next Twelve Months




General and
      Administrative
                
                $
                10,000Operations: future property acquisitions
                
                
                130,000Working Capital
                
                
                10,000Total
                
                $
                150,000




Financial Condition, Liquidity and Capital
Resources




Since
inception on April 14, 2005, we have been engaged in exploration and acquisition
of mineral properties. Our principal capital resources have been acquired
through  the issuance of common stock.




At August
31, 2008, we had a working capital of $22,079.




At August
31, 2008, our total assets of $31,393 which consists of cash of $26,393
and prepaid expenses of $5,000. This compares with our assets at
August 31, 2007 our total assets of $284,691 which consisted of $89,305 of cash,
$80,062 of deposits and $115,324 of mineral property costs.




At August
31, 2008, our total liabilities were $4,314, compared to our liabilities of
$9,237 as at August 31, 2007.


We have
had no revenues from inception. We currently have insufficient funding to
complete our proposed exploration program




Results of Operations.




We posted
losses of $283,375 for the year ending August 31, 2008, losses of $326,241 for
the year ended August 31, 2007, and losses of $629,221 since inception to August
31, 2008. The principal component of the loss was the property
option write-off and general and administrative expenses.




Operating
expenses for the year ending August 31, 2008 were $283,375 compared to the year
ending August 31, 2007 that were $326,241.


-20-


Product Research and Development




Our
business plan is focused on the long-term exploration and development of our
mineral properties once acquired.




Purchase
of Significant Equipment




We do not
intend to purchase any significant equipment over the twelve months ending
August 31, 2009.




Employees




Currently
there are no full time or part-time employees of our company (other than our
directors and officer who, at present, have not signed employment or consulting
agreements with us). We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officer or directors). We do and will continue
to outsource contract employment as needed. However, if we are successful in our
initial and any subsequent drilling programs we may retain additional
employees.




Going
Concern




Due to
our being a development stage company and not having generated revenues, in the
consolidated financial statements for the year ended August 31, 2008, we
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.  Our consolidated financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure.




The
continuation of our business is dependent upon us raising additional financial
support.  The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders.  Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.




Recently
Issued Accounting Standards





Black
Hawk does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on Black Hawk's results of operations, financial
position or cash flow.


-21-


APPLICATION
OF CRITICAL ACCOUNTING POLICIES




Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies.  We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.




We have
historically incurred losses, and through August 31, 2008 have incurred losses
of $629,221 from our inception.   During this period, we have
successfully raised $474,300 from our  SB-2 offering and two
subsequent private placements. Because of these historical losses, we will
require additional working capital to develop our business
operations.




We intend
to raise additional working capital through a private placement.  We
are applying for quotation on the Over-the-Counter Bulletin Board and intend to
offer our stock in a private placement after obtaining such
quotation.




There are
no assurances that we will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing  and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from
operations, our SB-2 public offerings and/or bank financing are insufficient, we
will have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to us. If adequate working capital is not available we may not
increase our operations.




These
conditions raise substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.




Item 7.  Financial
Statements.




Our
financial statements are stated in United States dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.




The
following consolidated financial statements are filed as part of this annual
report:




Report of Independent Registered Public Accounting
Firm, dated December 5, 2008




Balance
Sheets as at August 31, 2008 and 2007




Statements
of Operations for each of the years ended August 31, 2008 and 2007 and for the
period from April 14, 2005 (incorporation) to August 31, 2008




Statements
of Stockholders' Equity (Deficit) for the year ended August 31, 2008 and 2007
and for the period from April 14, 2005 (incorporation) to August 31,
2008




Statements
of Cash Flows for each of the years ended August 31, 2008 and 2007 and for the
period from April 14, 2005 (incorporation) to August 31,
2008




Notes to the Financial
Statements


-22-


Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


Black
Hawk Exploration, Inc.


Los
Angeles, CA








We have
audited the accompanying balance sheet of Black Hawk Exploration, Inc. (the
“Company”) as of August 31, 2008 and 2007, and the related statements of
operations, stockholders' equity, and cash flows for each of the two years ended
August 31, 2008 and 2007 and the period from April 14, 2005 (inception) through
August 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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 Black Hawk Exploration, Inc. as of
August 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period then ended and the period from
April 14, 2005 (inception) through August 31, 2008 in conformity with accounting
principles generally accepted in the United States of America.





As
discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.











LBB &
Associates Ltd., LLP





Houston,
Texas


December
5, 2008


F-1




BLACK HAWK EXPLORATION INC.


(An
Exploration Stage Company)


BALANCE
SHEETS




August
      31,
                
                
                August
      31,2008
                
                
                2007ASSETSCurrent
      assetsCash
                
                $
                26,393
                
                
                $
                89,305Total
      current assets
                
                
                26,393
                
                
                
                89,305Prepaid
      expenses
                
                
                5,000
                
                
                
                -Deposits
      on mineral property
                
                
                -
                
                
                
                80,062Mineral
      property cost
                
                
                -
                
                
                
                115,324Total
      assets
                
                $
                31,393
                
                
                $
                284,691LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilitiesAccounts payable
                
                $
                4,314
                
                
                $
                4,150Due to related party
                
                
                -
                
                
                
                5,087Total
      current liabilities
                
                
                4,314
                
                
                
                9,237Total
      liabilities
                
                
                4,314
                
                
                
                9,237STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $.001 par value, 300,000,000 shares authorized,58,301,428
      and 58,251,428 shares issued and outstanding as of August 31, 2008 and
      2007, respectively
                
                
                58,301
                
                
                
                58,251Additional
      paid-in capital
                
                
                597,999
                
                
                
                563,049Deficit
      accumulated during the exploration stage
                
                
                (629,221
                )
                
                
                (345,846
                )Total
      Stockholders' Equity (DEFICIT)
                
                
                27,079
                
                
                
                275,454TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
                $
                31,393
                
                
                $
                284,691




The
accompanying notes are an integral part of these financial
statements


F-2


BLACK HAWK EXPLORATION
INC.


(An
Exploration Stage Company)


STATEMENTS
OF OPERATIONS


Years
Ended August 31, 2008 and 2007


and
Period from April 14, 2005 (Inception) through August 31, 2008









Years
      Ended August 31,
                
                
                Inception
      through2008
                
                
                2007
                
                
                August
      31, 2008Cost
      and expenses:Mineral
      costs
                
                $
                530
                
                
                $
                -
                
                
                $
                530General
      and administrative
                
                
                49,794
                
                
                
                34,730
                
                
                
                104,129Impairment
      of mineral property costs
                
                
                233,051
                
                
                
                291,511
                
                
                
                524,562Loss
      from operations
                
                
                (283,375
                )
                
                
                (326,241
                )
                
                
                (629,221
                )Net
      loss
                
                $
                (283,375
                )
                
                $
                (326,241
                )
                
                $
                (629,221
                )Net
      loss per share:Basic
      and diluted
                
                $
                (0.00
                )
                
                $
                (0.01
                )Weighted
      average shares outstanding:Basic
      and diluted
                
                
                58,291,182
                
                
                
                57,342,863





The
accompanying notes are an integral part of these financial
statements


F-3


BLACK HAWK EXPLORATION INC.


(An
Exploration Stage Company)


STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)


Period
from April 14, 2005 (Inception) through August 31, 2008




Common
      Stock
                
                
                Additional
      Paid-in Capital
                
                
                Subscription
      Receivable
                
                
                Deficit
      Accumulated During the Exploration Stage
                
                
                TotalShares*
                
                
                AmountIssuance
      of common stock for cash
                
                
                55,470,000
                
                
                $
                55,470
                
                
                $
                (1,170
                )
                
                $
                (2,000
                )
                
                $
                -
                
                
                $
                52,300Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,095
                )
                
                
                (2,095
                )Balance,
      August 31, 2005
                
                
                55,470,000
                
                
                
                55,470
                
                
                
                (1,170
                )
                
                
                (2,000
                )
                
                
                (2,095
                )
                
                
                50,205Cash
      receipt for subscription receivable
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2,000
                
                
                
                -
                
                
                
                2,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (17,510
                )
                
                
                (17,510
                )Balance,
      August 31, 2006
                
                
                55,470,000
                
                
                
                55,470
                
                
                
                (1,170
                )
                
                
                -
                
                
                
                (19,605
                )
                
                
                34,695Issuance
      of common stock for cash
                
                
                2,571,428
                
                
                
                2,571
                
                
                
                417,429
                
                
                
                -
                
                
                
                -
                
                
                
                420,000Issuance
      of common stock for mineral property costs
                
                
                210,000
                
                
                
                210
                
                
                
                146,790
                
                
                
                -
                
                
                
                -
                
                
                
                147,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (326,241
                )
                
                
                (326,241
                )Balance,
      August 31, 2007
                
                
                58,251,428
                
                
                
                58,251
                
                
                
                563,049
                
                
                
                -
                
                
                
                (345,846
                )
                
                
                275,454Issuance
      of common stock for mineral property costs
                
                
                50,000
                
                
                
                50
                
                
                
                34,950
                
                
                
                -
                
                
                
                -
                
                
                
                35,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (283,375
                )
                
                
                (283,375
                )Balance,
      August 31, 2008
                
                
                58,301,428
                
                
                $
                58,301
                
                
                $
                597,999
                
                
                $
                -
                
                
                $
                (629,221
                )
                
                $
                27,079




*The
      common stock issued has been retroactively restated to reflect a forward
      stock split of 10 new shares for 1 old share, effective March 15,
      2007.




The
accompanying notes are an integral part of these financial
statements


F-4


BLACK HAWK EXPLORATION INC.


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS


Years
Ended August 31, 2008 and 2007


and
Period from April 14, 2005 (Inception) through August 31, 2008




2008
                
                
                2007
                
                
                Inception
      through
                  August
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (283,375
                )
                
                $
                (326,241
                )
                
                $
                (629,221
                )Adjustments
      to reconcile net loss to cash used by operating
activities:Impairment
      of mineral property costs
                
                
                233,051
                
                
                
                291,511
                
                
                
                524,562Net
      change in:Prepaid
      expenses
                
                
                (5,000
                )
                
                
                -
                
                
                
                (5,000
                )Accounts
      payable
                
                
                164
                
                
                
                2,730
                
                
                
                4,314Due
      to related party
                
                
                (5,087
                )
                
                
                5,087
                
                
                
                -CASH
      FLOWS USED IN OPERATING ACTIVITIES
                
                
                (60,247
                )
                
                
                (26,913
                )
                
                
                (105,345
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Deposits
      on mineral property
                
                
                -
                
                
                
                (80,062
                )
                
                
                -Mineral
      property expenditures
                
                
                (2,665
                )
                
                
                (259,835
                )
                
                
                (342,562
                )CASH
      FLOWS USED IN INVESTING ACTIVITIES
                
                
                (2,665
                )
                
                
                (339,897
                )
                
                
                (342,562
                )CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES:Cash
      received from common stock issuance
                
                
                -
                
                
                
                420,000
                
                
                
                474,300CASH
      FLOWS FROM FINANCING ACTIVITIES
                
                
                -
                
                
                
                420,000
                
                
                
                474,300NET
      INCREASE (DECREASE) IN CASH
                
                
                (62,912
                )
                
                
                53,190
                
                
                
                26,393Cash,
      beginning of period
                
                
                89,305
                
                
                
                36,115
                
                
                
                -Cash,
      end of period
                
                $
                26,393
                
                
                $
                89,305
                
                
                $
                26,393SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -SUPPLEMENTAL
      DISCLOSURE OF NON CASH TRANSACTION:Stock
      issued for mineral property costs
                
                $
                35,000
                
                
                $
                147,000
                
                
                $
                182,000Reclassification
      of deposit to mineral property costs
                
                $
                80,062
                
                
                $
                -
                
                
                $
                -




The
accompanying notes are an integral part of these financial
statements


F-5


BLACK
HAWK EXPLORATION INC.


(An
Exploration Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS






NOTE
1 - NATURE OF BUSINESS




Black
Hawk Exploration Inc. ("the Company") was incorporated in Nevada on April 14,
2005, to engage in acquisition and exploration of mineral
properties.




Going
concern




These
financial statements have been prepared in accordance with United States
generally accepted accounting principles, on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has incurred losses
since inception of $629,221. Further losses are anticipated in the development
of its business and there can be no assurance that the Company will be able to
achieve or maintain profitability.




The
continuing operations of the Company and the recoverability of the carrying
value of assets is dependent upon the ability of the Company to obtain necessary
financing to fund its working capital requirements, and upon future profitable
operations. The accompanying financial statements do not include any adjustments
relative to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of this uncertainty.




There can
be no assurance that capital will be available as necessary to meet the
Company's working capital requirements or, if the capital is available, that it
will be on terms acceptable to the Company. The issuances of additional equity
securities by the Company may result in dilution in the equity interests of its
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase the Company's liabilities and future cash commitments.
If the Company is unable to obtain financing in the amounts and on terms deemed
acceptable, the business and future success may be adversely
affected.




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Cash
and Cash Equivalents




Cash and
cash equivalents are defined as cash on hand, demand deposits and short-term,
highly liquid investments with an original maturity of ninety days or
less.




Exploration
Stage Company




The
Company complies with Financial Accounting Standard Board Statement ("SFAS") No.
7 for its characterization of the Company as an Exploration Stage Company. The
Company is devoting its present efforts to establish a new business and nominal
of its planned principal operations have commenced.




Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the period.
Actual results may differ from those estimates.




Mineral
Property Acquisition Costs




The costs
of acquiring mineral properties are capitalized and will be amortized over their
estimated useful lives following the commencement of production or expensed if
it is determined that the mineral property has no future economic value or the
properties are sold or abandoned.




Cost
includes cash consideration and the fair market value of shares issued on the
acquisition of mineral properties. Properties acquired under option agreements,
whereby payments are made at the sole discretion of the Company, are recorded in
the accounts at such time as the payments are made.


F-6


The recoverable amounts for mineral properties is dependent upon
the existence of economically recoverable reserves; the acquisition and
maintenance of appropriate permits, licenses and rights; the ability of the
Company to obtain financing to complete the exploration and development of the
properties; and upon future profitable production or alternatively upon the
Company's ability to recover its spent costs from the sale of its interests. The
amounts recorded as mineral properties reflect actual costs incurred and are not
intended to express present or future values.




The
capitalized amounts may be written down if potential future cash flows,
including potential sales proceeds, related to the property are estimated to be
less than the carrying value of the property. Management of the Company reviews
the carrying value of each mineral property interest quarterly, and whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. Reductions in the carrying value of each property would be recorded
to the extent the carrying value of the investment exceeds the estimated future
net cash flows.




Exploration
and Development Costs




Exploration
costs are expensed as incurred. When it is determined that a mining deposit can
be economically and legally extracted or produced based on established proven
and probable reserves, further exploration costs and development costs incurred
after such determination will be capitalized. The establishment of proven and
probable reserves is based on results of final feasibility studies which
indicate whether a property is economically feasible. Upon commencement of
commercial production, capitalized costs will be transferred to the appropriate
asset category and amortized over their estimated useful lives. Capitalized
costs, net of salvage values, relating to a deposit which is abandoned or
considered uneconomic for the foreseeable future, will be written
off.




Impairment
of Mineral Rights




The
Company reviews mineral rights for indicators of impairment whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset may
not be recoverable, the potential impairment is measured based on a projected
discounted cash flow method using a discount rate that is considered to be
commensurate with the risk inherent in the company's current business model.
During the years ended August 31, 2008 and 2007, the Company recorded impairment
to mineral rights of $233,051 and $291,511, respectively.




Asset
Retirement Obligations




The
Company has adopted the provisions of SFAS No. 143 "Accounting for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale, abandonment
or other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. The
adoption of this standard has had no effect on the Company's financial position
or results of operations. To August 31, 2008 any potential costs relating to the
ultimate disposition of the Company's mineral property interests have not yet
been determinable.




Basic
Loss per Share




Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period. The weighted average
number of shares outstanding during the periods has been retroactively restated
to reflect a forward stock split of 10 new shares for 1 old share, effective
March 15, 2007.




Income
Taxes




The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities. The Company records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.




Financial
Instruments




The
Company's financial instruments consist of cash and accounts payable. Unless
otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments. Because of the short maturity of such assets and liabilities the
fair value of these financial instruments approximate their carrying values,
unless otherwise noted.




Recent
Accounting Pronouncements




The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.


F-7


NOTE 3 - COMMITMENTS – Mineral Rights




During
the year ended August 31, 2008, the Company allowed its mineral property options
to expire.  Accordingly, an impairment charge of $233,051 was recorded to
write-off the assets.




NOTE
4 - RELATED PARTY TRANSACTIONS




During
the year ended August 31, 2007 the Company signed a management contract with a
research and consulting company owned by a direct relative of the president of
the Company for CDN$4,500 per month commencing June 2007. This contract was
terminated upon the president’s resignation in December, 2007.




In the
year ended August 31, 2008 a total of $22,449 was paid to this director. As of
August 31, 2008, no balance was owed to this director.




NOTE
5 - COMMON STOCK




The
Company’s authorized stocks are 300,000,000 common shares at a par value of
$0.001.




In
October 2006, the Company raised $20,000 from the sale of 2,000,000 post-split
common shares at $0.10 per share.




On March
15, 2007, the board of directors approved a ten (10) for one (1) forward stock
split of authorized, issued and outstanding shares of common stock. The Company
amended its Articles of Incorporation by the filing of a Certificate of Change
with the Nevada Secretary of State wherein it stated that it would issue ten
shares for every one share of common stock issued and outstanding immediately
prior to the effective date of the forward stock split. The change in the
Articles of Incorporation was effected with the Nevada Secretary of State on
April 6, 2007. As a result, the authorized capital increased from 30,000,000 to
300,000,000 shares of common stock with a par value of $0.001. The stock split
is presented retroactively in these financial statements.




On May
30, 2007 the Company closed a private placement for an aggregate of 571,428
common shares at a price of $0.70 for total proceeds of $400,000. These common
shares were issued in June 2007.




From June
to August, 2007 the Company issued 210,000 common shares valued at $147,000 in
connection with its mineral property option agreements and acquisition
agreement.




The
Company issued 50,000 shares for a mineral property option in November 2007
valued at $35,000.




As of
August 31, 2008, 58,301,428 shares of the Company’s common stock are issued and
outstanding.




NOTE
6 - INCOME TAXES




The
Company follows Statement of Financial Accounting Standards Number 109 ("SFAS
109"), "Accounting for Income Taxes." Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry-forwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no deferred
tax asset attributable to the net operating loss carry-forward has been
recognized, as it is not deemed likely to be realized.




The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:




August
      31, 2008
                
                
                August
      31, 2007Income
      tax benefit attributable to:Net
      operating loss
                
                $
                96,000
                
                
                $
                111,000Change
      in valuation allowance
                
                
                (96,000
                )
                
                
                (111,000
                )Net
      refundable amount
                
                $
                -
                
                
                $
                -




The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:


August
      31, 2007
                
                
                August
      31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                
                $
                213,900
                
                
                $
                117,600Valuation
      allowance
                
                
                (213,900
                )
                
                
                (117,600
                )Net
      deferred tax asset
                
                $
                -
                
                
                $
                -




At August
31, 2008, the Company had an unused net operating loss carry-forward
approximating $629,000 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2025.


F-8


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




During
the year ended August 31, 2008 and subsequent to August 31, 2008 through the
date hereof, neither Black Hawk nor anyone on our behalf consulted with LBB
& Associates Ltd., LLP. regarding either the application of accounting
principles to a specified transaction, either completed or  proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements,  nor has LBB & Associates Ltd., LLP provided
to us a written report or oral advice regarding such principles or audit opinion
or any matter that was the subject of a disagreement or reportable events set
forth in Item 304(a)(iv) of Regulation S-B with our former
accountant.




Item 8A.  Controls and
Procedures




As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by the annual report, being August 31, 2008, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures.  This evaluation was
carried out under the supervision and with the participation of our company's
management, including our company's president along with our company's
secretary.  Based upon that evaluation, our company's president along
with our company's secretary concluded that our company's disclosure controls
and procedures are effective as at the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.




Disclosure
controls and procedures and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commission's
rules and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Securities Exchange Act of 1934
is accumulated and communicated to management including our president and
secretary as appropriate, to allow timely decisions regarding required
disclosure.




Internal
Controls over Financial Reporting





Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and
procedures that:





(1)
Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;





(2)
Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorization of our management and directors;
and





(3)
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of our assets that could have a
material effect on the financial statements.





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company.


-23-


Currently,
Management and Board review are being utilized to mitigate the risk of material
misstatement in financial reporting, and also to ensure that existing internal
controls remain effective. Based on this assessment, management has concluded
that our internal control over financial reporting was effective as of August
31, 2008.





This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this Annual Report.





There has
been no change in our internal controls over financial reporting during our most
recent fiscal year that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.





Item 8B.  Other Information




None.




PART III




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




DIRECTORS AND EXECUTIVE OFFICER, PROMOTERS AND CONTROL
PERSONS




As at
October 31, 2008, our directors and executive officer, their ages, positions
held, and duration of such, are as follows:




Name
                      Position
      Held with our Company
                      Age
                      Date
      First
                        Elected
      or AppointedSterling
      Mcleod
                      Director,
      President, Secretary and Treasurer
                      31
                      September
      10,
2008




Business
Experience




The
following is a brief account of the education and business experience during at
least the past five years of each director, executive officer and key employee,
indicating the principal occupation during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.




Sterling
Mcleod




Since
2007, Mr. Mcleod has been a mining engineer at Shell Canada




From 2006
to 2007, Mr. Mcleod was a mining engineer at Petro Canada.  From 2003
to 2006 Mr. Mcleod was a mining engineer at
Suncor  Energy.




In 2003,
Mr. Mcleod graduated from the University of British Columbia Institute with a
Bachelor of Mining Engineering. In 2000, Mr. Mcleod obtained a diploma in Mine
Engineering  from the British Columbia Institute of Technology in
Burnaby, British Columbia.


-24-


Committees of the Board




Currently
our company has the following committees:




·
            Audit
      Committee;·
            Nominating
      and Corporate Governance Committee; and·
            Compensation
      Committee.




Our Audit
Committee is currently made up of Sterling Mcleod.  The Audit
Committee is governed by the Audit Committee Charter adopted by the board of
directors on November 15, 2006.




Our
Nominating and Corporate Governance Committee is currently made up of Sterling
Mcleod.  The Nominating and Corporate Governance Committee is governed
by the Nominating and Corporate Governance Committee Charter adopted by the
board of directors on November 15, 2006.




Our
Compensation Committee is currently made up of Sterling Mcleod.  The
Compensation Committee is governed by the Compensation Committee Charter adopted
by the board of directors on November 15, 2006.




Family
Relationships




There are
no family relationships between any of our directors or executive
officer.




Involvement
in Certain Legal Proceedings




Other
than as discussed below, none of our directors, executive officer, promoters or
control persons have been involved in any of the following events during the
past five years:




1.  any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;




2.  any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);




3.  being
subject to any order, judgement, 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; or




4.  being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgement has not been reversed,
suspended, or vacated.




CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.




None of
our directors, executive officer, future directors, 5% shareholders, or any
members of the immediate families of the foregoing persons have been indebted to
us during the last fiscal year or the current fiscal year in an amount exceeding
$60,000.


None of
the current directors or officer of our company are related by blood or
marriage.





On April
14, 2005, we issued a total of 2,000,000 shares of restricted common stock to
Mr. Ainsworth, a former officer and director of our company for a subscription
receivable of $2,000.  On September 11, 2008 Mr. Ainsworth transferred
all of his shares to our new President Sterling Mcleod for cash consideration of
$2,000.


-25-


Section
16(a) Beneficial Ownership Compliance




Section
16(a) of the Securities Exchange Act requires our executive officer and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings.  Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended August 31, 2008, all filing requirements
applicable to its officer, directors and greater than ten percent beneficial
owners were complied with.




Code
of Ethics




Effective
November 15, 2006, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's president
(being our principal executive officer) and our company's secretary (being our
principal financial and accounting officer and controller), as well as persons
performing similar functions.  As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter
wrongdoing and to promote:




(1)
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;




(2) full,
fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the Securities and Exchange Commission and in
other public communications made by us;




(3)
compliance with applicable governmental laws, rules and
regulations;




(4) the
prompt internal reporting of violations of the Code of Business Conduct and
Ethics to an appropriate person or persons identified in the Code of Business
Conduct and Ethics; and




(5)
accountability for adherence to the Code of Business Conduct and
Ethics.




Our Code
of Business Conduct and Ethics requires, among other things, that all of our
company's personnel shall be accorded full access to our president and secretary
with respect to any matter which may arise relating to the Code of Business
Conduct and Ethics.  Further, all of our company's personnel are to be
accorded full access to our company's board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
president or secretary.




In
addition, our Code of Business Conduct and Ethics emphasizes that all employees,
and particularly managers and/or supervisors, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to his or her immediate supervisor
or to our company's president or secretary.  If the incident involves
an alleged breach of the Code of Business Conduct and Ethics by the president or
secretary, the incident must be reported to any member of our board of
directors.  Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary
matter.  It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.




Our Code
of Business Conduct and Ethics is filed herewith with the Securities and
Exchange Commission as Exhibit 14.1 to our annual report filed December 21,
2006.  We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request.  Requests can be
sent to: Black Hawk Exploration Inc., 8391 Beverly Blvd. #305, Los Angeles,
California 90048.


-26-


Audit Committee Financial Expert




Our Board
of Directors has determined that it does not have a member of its audit
committee that qualifies as an "audit committee financial expert" as defined in
Item 401(e) of Regulation S-B, and is "independent" as the term is used in Term
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.




We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting.  In addition, we
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated revenues to date.




Item 10.  Executive Compensation.




There has
not been any compensation awarded to, earned by, or paid to our directors and
executive officer for the last three completed financial years.




Employment/Consulting
Agreements




There are
no written employment or consulting agreements between us and any of our
directors and executive officer.




Long-Term
Incentive Plans




There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officer, except that our directors and
executive officer may receive stock options at the discretion of our board of
directors. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officer, except that stock options may be granted at the discretion of
our board of directors.




We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officer to compensate such officer in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive
officer.




Stock
Option Plan




Currently,
there are no stock option plans in favour of any officer, directors, consultants
or employees of ours.




Stock
Options/SAR Grants




There
were no grants of stock options or stock appreciation rights to any officer,
directors, consultants or employees of ours during the fiscal year ended August
31, 2008.




Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Values




There
were no stock options outstanding as at August 31, 2008.




Directors
Compensation




We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended August 31, 2008.




We have
no present formal plan for compensating our directors for their service in their
capacity as directors, although in the future, such directors are expected to
receive compensation and options to purchase shares of common stock as awarded
by our board of directors or (as to future options) a compensation committee
which may be established in the future.  Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors.  The
board of directors may award special remuneration to any director undertaking
any special services on behalf of our company other than services ordinarily
required of a director.  Other than indicated in this annual report,
no director received and/or accrued any compensation for his or her services as
a director, including committee participation and/or special
assignments.


-27-


Report on Executive Compensation




Our
compensation program for our executive officer is administered and reviewed by
our board of directors.  Historically, executive compensation consists
of a combination of base salary and bonuses.  Individual compensation
levels are designed to reflect individual responsibilities, performance and
experience, as well as the performance of our company.  The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.




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




The
following table sets forth, as at November 30, 2008, certain information with
respect to the beneficial ownership of our common stock by each shareholder
known by us to be the beneficial owner of more than five percent (5%) of our
common stock, and by each of our current directors and executive
officer.  Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise
indicated.  Beneficial ownership consists of a direct interest in the
shares of common stock, except as otherwise indicated.




Name and Address of Beneficial
      Owner
              Amount
      and Nature of
                Beneficial
      Ownership (1)
              Percentage
                of
      Class (1)Sterling
      Mcleod
                506-733
      3 rdAve SW
                Calgary,
      Alberta  T2P 0G7
              20,000,000
      common shares
              34.3%Directors
      and Executive Officer as a Group
              20,000,000
      common shares
              34.3%







(1)
            Based
      on 58,301,428 shares of common stock issued and outstanding as of November
      30, 2008.  Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable.  Beneficial ownership is determined in accordance
      with the rules of the SEC and generally includes voting or investment
      power with respect to securities.  Shares of common stock
      subject to options or warrants currently exercisable, or exercisable
      within 60 days, are deemed outstanding for purposes of computing the
      percentage ownership of the person holding such option or warrants, but
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person




Future
Changes in Control




We are
unaware of any contract or other arrangement, the operation of which may, at a
subsequent date, result in a change in control of our company.




Item 12.  Certain Relationships and Related
Transactions.




Other
than as described under the heading "Executive Compensation", or as set forth
below, there are no material transactions with any of our directors, officer or
control person that have occurred during the last fiscal year.




Item
13.  Exhibits.




Exhibit Number and Exhibit
Title




(3)
            Charter
      and By-laws3.1
            Articles
      of Incorporation (incorporated by reference from our  SB-2
      Registration Statement filed January 17, 2006).3.2
            Bylaws
      (incorporated by reference from our SB-2 Registration Statement filed
      January 17, 2006).(10)
            Material
      Contracts10.1
            None(14)
            Code
      of Ethics14.1
            Code
      of Business Conduct and Ethics(31)
            Section
      302 Certification31.1
            Certification
      of Kevin
      M. Murphy31.2
            Certification
      of Howard Bouch(32)
            Section
      906 Certification32.1
            Certification
      of Kevin M. Murphy & Howard
Bouch


-28-


Item 14.  Principal Accountant
Fees and Services




Audit
Fees




The
aggregate fees billed by LBB & Associates Ltd., LLP for professional
services rendered for the audit of our annual financial statements included in
our Annual Report on Form 10-K for the fiscal year ended August 31, 2008 were
estimated to be $15,400.




Audit
Related Fees




For the
fiscal year ended August 31, 2008, the aggregate fees billed fo assurance and
related services by LBB & Associates Ltd., LLP relating to the performance
of the audit of our financial statements which are not reported under the
caption "Audit Fees" above, was $0.




Tax
Fees




For the
fiscal year ended August 31, 2008, the aggregate fees billed by LBB &
Associates Ltd., LLP for other non-audit professional services, other than those
services listed above, totalled $0.




We do not
use LBB & Associates Ltd., LLP for financial information system design and
implementation.  These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers.  We
do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing
services.




Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before LBB & Associates Ltd., LLP is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:




·
            approved
      by our audit committee (which consists of entire Board of Directors);
      or·
            entered
      into pursuant to pre-approval policies and procedures established by the
      audit committee, provided the policies and procedures are detailed as to
      the particular service, the audit committee is informed of each service,
      and such policies and procedures do not include delegation of the audit
      committee's responsibilities to
management.




The audit
committee pre-approves all services provided by our independent
auditors.  The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the audit committee either before or after the
respective services were rendered.




The audit
committee has considered the nature and amount of fees billed by LBB &
Associates Ltd., LLP and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining LBB & Associates Ltd.,
LLP's independence.


-29-


SIGNATURES




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




Black
Hawk Exploration Inc.





By: /s/ Kevin M.
Murphy
 Kevin M.
Murphy, President, CEO
 
 /s/ Howard
Bouch_______________________________
 Howard
Bouch, CFO
 
 Date:  November
3, 2009
 
 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 and on the
dates indicated.




Signature
                Title
                Date/s/ Kevin M. MurphyKevin
      M. Murphy
                President,
      CEO
                November
      3, 2009/s/ Howard BouchHoward Bouch
                CFO
                November
      3, 2009





-30-