UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.   20549
 
 FORM
10-KSB




[
      X ]
            ANNUAL
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year
ended                                                      October
31,
2007





[    ]
            TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from _____________________ to
_____________________


Commission
file
number                                                      000-51841








SOLTERA
      MINING CORP.(Name
      of Small Business Issuer in its
charter)








Incorporated in the State of
      Nevada
            00-0000000(State
      or other jurisdiction of incorporation or
organization)
            (I.R.S.
      Employer Identification No.)1005 – 289 Drake Street, Vancouver, British
      Columbia, Canada
            V6B 5Z5(Address
      of principal executive offices)
            (Zip
      Code)





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








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


Title
      of each class
            Name
      of each exchange on which registeredNone
            N/A








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








common
      stock - $0.001 par value(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 last 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.     [ X ]
Yes         [   ]  No





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ X ]






Page -
1








Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[  X
] Yes         [ 
 ]  No





State
issuer’s revenues for its most recent fiscal
year.                                                                                                           $nil





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 price of such common equity, as of a specified date within the past 60
days: $15,682,500 as of
February 12, 2008 ($0.50 close X 31,365,000 shares)





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





Class
            Outstanding at February 12,
      2008common
      stock - $0.001 par value
            42,565,000





Documents
incorporated by reference:  Exhibit 3.1 (Articles of Incorporation) and
Exhibit 3.2 (By-laws)
both filed as exhibits to Soltera’s registration statement on Form SB-2 filed on
January 24, 2006; Exhibit 3.3 (Certificate of Amendment)
filed as an exhibit to Soltera’s Form 8-K (Current Report) filed on May 31,
2007; Exhibit 10.1 (Property
Agreement) filed as an exhibit to Soltera’s registration statement on
Form SB-2 filed on January 24, 2006; Exhibit 10.2 (Trust Agreement) filed as an
exhibit to Soltera’s Form SB-2 filed on January 24, 2006; Exhibit 10.3 (Management Agreement) filed as
an exhibit to Soltera’s Form 8-K (Current Report) filed on May 2, 2007; Exhibit
10.4 (Letter Agreement)
filed as an exhibit to Soltera’s Form 8-K (Current Report) filed on May 29,
2007;Exhibit 10.5 (Stock
Acquisition Agreement) filed as an exhibit to Soltera’s Form 8-K (Current
Report) filed on August 2, 2007; Exhibit 10.6 (First Option Agreement) filed
as an exhibit to Soltera’s Form 8-K (Current Report) filed on August 2, 2007;
Exhibit 10.7 (Second Option
Agreement) filed as an exhibit to Soltera’s Form 8-K (Current Report)
filed on August 2, 2007; Exhibit 10.8 (Share Transfer Agreement)
filed as an exhibit to Soltera’s Form 8-K (Current Report) filed on August 2,
2007; Exhibit 10.9 (Loan
Agreement) filed as an exhibit to Soltera’s Form 8-K (Current Report)
filed on August 2, 2007; Exhibit 10.10 (Share Transfer Agreement)
filed as an exhibit to Soltera’s Form 8-K (Current Report) filed on September
14, 2007; Exhibit 10.11 (Management Agreement) filed as
an exhibit to Soltera’s Form 8-K (Current Report) filed on September 24, 2007;
and Exhibit 14 (Financial Code
of Ethics) filed as an exhibit to Soltera’s Form 10-QSB (Quarterly
Report) filed on September 18, 2007.








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





Page -
2


Forward
Looking Statements





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





The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.  The forward-looking
statements in this Form 10-KSB for the fiscal year ended October 31, 2007, are
subject to risks and uncertainties that could cause actual results to differ
materially from the results expressed in or implied by the statements contained
in this report.  As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of
judgment.  To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and
accordingly, no opinion is expressed on the achievability of those
forward-looking statements.  No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate.





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





PART
I





Item
1.                      Description
of Business.





(a)
            Business
      Development





Soltera
Mining Corp. (“Soltera”)
is a Nevada corporation that was incorporated on September 21, 2005, under the
name “Atlin Mineral Exploration Corp.”  On May 30, 2007, the company
changed its name to “Soltera Mining Corp.” by a majority vote of its
shareholders.





Incas
Mineral, S.A. is an Argentinean company that was incorporated on July 6, 2007
(“Incas”).  Incas is a
wholly-owned subsidiary of Soltera, with 98% of the shares registered in the
name of Soltera and 2% of the shares registered in the name of Fabio Montanari,
Soltera’s president, who is holding the shares in trust for Soltera pursuant to
the terms and conditions of a bare trust.  See Exhibit 3.4 – Articles
of Incorporation of Incas (translated) and Exhibit 10.12 - Bare Trust for more
details.





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





Soltera
is an exploration stage company engaged in the acquisition and exploration of
mineral properties.  Soltera’s plan of operations is to conduct
mineral exploration activities on the mineral properties in order to assess
whether these claims possess commercially exploitable mineral
deposits.  Soltera’s exploration program is designed to explore for
commercially viable deposits of base and precious minerals, such as base,
radioactive and precious metals, such as copper, zinc, molybdenum, uranium,
silver and gold.  See “Business of Soltera” and “Management’s
Discussion and Analysis or Plan of Operations” below for more
information.





Soltera
has an authorized capital of 75,000,000 shares of common stock with a par value
of $0.001 per share with 42,565,000 shares of common stock currently issued and
outstanding.




Page -
3





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





(b)
            Business
      of Soltera





Soltera
is an Exploration Stage Company, as defined by Statement of Financial Accounting
Standard (“SFAS”) No.7 “Accounting and Reporting for
Development Stage Enterprises”.  Soltera’s principal business
is the acquisition and exploration of mineral resources.  Soltera has
an interest in mineral claims located in Argentina (the “Argentinean Claims”) and near
Atlin, British Columbia (the “Atlin
Claims”).  Soltera has not presently determined whether the
properties it intends to acquire contain mineral reserves that are economically
recoverable.





Soltera
is a start-up, development stage company, which has not generated any revenues
from its mineral exploration activities.





In
September 2007, Soltera, through Incas, began an exploration program on the El
Torno Project and has completed a strategic geochemical prospecting and a
structural geologic survey of the mineralized area.  Also, as of
February 12, 2008, Soltera has completed its Phase 1 exploration work on the
Atlin Claims, but the results have yet to be compiled by its geological
consultants.





During
the next 12 months, Soltera will continue the exploration program on the El
Torno Project with a tactical geochemical prospecting, a geophysical prospecting
another structural geological survey phase and will try to do some
drilling.  Also, Soltera will continue to identify and assess new
projects for acquisition purposes, but will also focus on exploring and adding
value to the project interests acquired over the last few
months.  Soltera will continue to identify and assess undervalued
mineral properties for eventual acquisition.   Management will
also focus on progressing exploration activities on the project interests that
Soltera has secured thus far.  Also, management has undertaken efforts
to locate a joint venture partner for Phase 2 of the mineral exploration program
on the El Torno Project, which is part of the Argentinean Claims.





Property
Interests





The
following is a summary of Soltera’s principal property interests, segregated by
the operations on Soltera’s claims.  Soltera does not have any assets
or mineral properties that are currently in production or contain a
reserve.





A.  Zapaleri
Project – Argentinean Property





On July
6, 2007, Incas entered into an option agreement with Antonio Augustin
Giulianotti.  The option agreement covers one mineral claim in
Argentina covering 6,395 hectares (15,802 acres) (the “Zapaleri
Project”).  There is a legal dispute that affects Incas’ rights
on this mineral that has to be solved by the Mining Chamber of the Jujuy
Province.  As a result of the legal dispute and until it is resolved,
Incas is not required to commence any work or expense on this
project.  After the solution of the legal dispute, if positive, Incas
will have the exclusive right to explore the mineral claims with an option to
acquire a 100% interest in the Zapaleri Project upon fulfilling the following
conditions:





a.
            During
      the term of the option, Incas is obliged to submit to Mr. Giulianotti a
      quarterly report with technical data and detailed expenses on the Zapaleri
      Project.





b.
            Mr.
      Giulianotti will be entitled to a 1% of a Foundry Net Return, which can be
      purchased by Incas for $1 million anytime after production commences on
      the Zapaleri Project.





c.
            After
      commencement of production on the Zapaleri Project, Incas will pay Mr.
      Giulianotti a total of $3.5 million, less any payments made by Incas
      during the option period that can be a maximum of five
      years.  Incas can choose one of the following payment
      plans:





i.
            one
      lump sum payment; or





ii.
            $500,000
      every six months plus a penalty payment of
  $350,000.





d.
            On
      or before June 30, 2008, Incas will pay Mr. Giulianotti
      $20,000.





e.
            On
      or before June 30, 2009, Incas will pay Mr. Giulianotti
      $40,000.






Page -
4





f.
            On
      or before June 30, 2010, Incas will pay Mr. Giulianotti
      $80,000.





g.
            On
      or before July 6, 2010, Incas will make an investment of $1 million in the
      exploration of the Zapaleri
Project.





h.
            From
      June 30, 2011, and until the Zapaleri Project is put into production,
      Incas will pay Mr. Giulianotti $100,000 biannually, with the first payment
      due on or before June 30, 2011.





See
Exhibit 10.7 - Second Option Agreement for more details.





Location
and Access





The
Zapaleri Project is located in the Andean Cordillera in the extreme north-west
of Argentina and is about 100 miles in proximity to the El Torno
Project.





The
access to the Zapaleri Project is difficult and as the area is between 4,000 and
5,500 metres (13,123 and 18,044 feet) in the high Cordillera and there is not a
consolidated road.  The location is near the tripoint of Cerro
Zapaleri where Argentina hares a joint boundary with Bolivia and
Chile.





Climate
and Geomorphology





As there
is no well maintained road to the Zapaleri Project, it can be reached between
November and April when the climate is better as in other period the snow is
abundant.





The
morphology of the area is the typical highland Cordillera with big volcanic
cone.





Geology
and Mineralization





The area
is covered by Volcanic tertiary and quaternary formations with a strong ferric
alteration detectable from the satellites images.  The target can be
an epi- or meso-thermal gold mineralization.





B.  El
Torno Project – Argentinean Property





On July
6, 2007, Incas entered into an option agreement with Manuel Bernal
Mateo.  The option agreement now covers five mineral claims in
Argentina covering 7,863.24 hectares (19,430 acres) (the “El Torno
Project”).  In October 2007, Incas conducted and completed a
geological and mining inspection and audit of the El Torno
Project.  As a result of the inspection and audit, Mr. Montanari was
able to confirm the size of the other two mineral claims.  In the
First Option Agreement the other two mineral claims are listed but there was no
area coverage assigned to them.  These changes resulted in the El
Torno Project being increased from 3,947 hectares to 7,863.24 hectares for the
following mineral claims:  Mina Manolo (600 hectares), Mina La
Despreciada (3,328.53 hectares), Mina El Torno Norte (2,385.43 hectares), Mina
El Torno Sur (1,519.28 hectares), and Mina La Palca (30 hectares).





Incas has
the exclusive right to explore the mineral claims with an option to acquire a
100% interest in the El Torno Project upon fulfilling the following
conditions:





a.
            During
      the term of the option, Incas is obliged to submit to Mr. Mateo a
      quarterly report with technical data and detailed expenses on the El Torno
      Project.





b.
            Mr.
      Mateo will be entitled to a 1% of a Foundry Net Return, which can be
      purchased by Incas for $1 million anytime after production commences on
      the El Torno Project.





c.
            After
      commencement of production on the El Torno Project, Incas will pay Mr.
      Mateo a total of $3.5 million, less any payments made by Incas during the
      option period.  Incas can choose one of the following payment
      plans:





iii.
            one
      lump sum payment; or





iv.
            $500,000
      every six months plus a penalty payment of
  $350,000.






Page -
5





d.
            On
      July 30, 2007, Incas was to lend either Mr. Mateo or Mr. Giulianotti
      $180,000 to be used to purchase a backhoe to be used in the explotation of
      the alluvial bed.  The borrower was to repay the loan with
      $10,000 monthly payments commencing on December 1, 2007. Mr. Mateo has
      signed a special power of attorney with Mr. Giulianotti.  The
      $180,000 loan was transferred to the Borrower in July 2007. However, the
      Borrower returned the funds in August 2007 due to a 30% withholding by the
      Argentinean government. Soltera still anticipates making the loan to the
      Borrower when the Borrower is able to receive the funds without the 30%
      withholding.  On September 25, 2008, Soltera loaned Mr.
      Giulianotti $180,000 to be used to purchase the backhoe to be used in the
      exploration of the alluvial bed.  The borrower will repay the
      loan with $10,000 monthly payments commencing on December 1,
      2007.  To date, Soltera has not received any loan repayments but
      expects Mr. Giulianotti to begin making the loan repayments by March 31,
      2008.  If Mr. Giulianotti does not make payments, Soltera will
      deduct any overdue payments from any amounts that Soltera will owe Mr.
      Giulianotti in the future.  See below and Exhibit 10.9 – Loan
      Agreement for more details.





e.
            On
      or before June 30, 2008, Incas will pay Mr. Mateo
  $50,000.





f.
            On
      or before July 6, 2008, Incas was to conduct a geological and mining
      inspection and audit of the El Torno Project.  In October 2007,
      Incas conducted and completed a geological and mining inspection and audit
      of the El Torno Project.





g.
            On
      or before June 30, 2009, Incas will pay Mr. Mateo
  $100,000.





h.
            On
      or before June 30, 2010, Incas will pay Mr. Mateo
  $200,000.





i.
            On
      or before July 6, 2009, Incas will make an investment of $1 million in the
      exploration of the El Torno
Project.





j.
            From
      June 30, 2011, and until the El Torno Project is put into production,
      Incas will pay Mr. Mateo $150,000 biannually, with the first payment due
      on or before June 30, 2011.





See
Exhibit 10.6 - First Option Agreement for more details.





Location
and Access





The El
Torno Project is also located in the Andean Cordillera in the extreme north-west
of Argentina in the Puna Jujeña, Jujuy Province of Argentina, near the
international border with Bolivia. The region is at altitudes around 4,000
metres (13,123 feet) and the nearest permanent habitation is the village of
Santa Catalina village about 15 kilometres (9.5 miles) to the east.





The
infrastructure on the El Torno Project comprises electricity 20 kilometres (12.5
miles) far (to the village of Santa Catalina) and a road passable all the year
by trucks.  The water is abundant in the river cutting the big vein
and at the border with Bolivia 12 kilometres (7.5 miles) far from the mine there
is a very big river.





Climate
and Geomorphology





The area
is comprised between 3,800 and 4,300 metres (12,467 and 14,107 feet), but the
latitude over the Capricorn Tropic determinate a good climate, without snow and
with the rain precipitation concentrated in the summer season.  The
winter is gentle and the works are possible the entire year.





The
morphology of the area is also gentle as are absent deep slope and steep
mountain.  For this reason the access road to the El Torno Project
does not need much maintenance.





Geology
and Mineralization





On the El
Torno Project, there is an old mine, exploited from Incas and Jesuits, with more
than 1,000 metres (3,280 feet) of gallery.  Since January 2006, the
owner of the El Torno Project has been exploiting the alluvial part of the
deposit that has a thickness of 2 - 3 metres (6.5 – 9.8 feet) and an alluvial
conoid close to the main vein with a maximum thickness of 8 metres (26
feet).  The deposit is composed by a big quartz vein, sub-vertical,
with a direction North-South, with around 14 kilometres (8.7 miles) of long and
9 to 14 metres (46 feet) of large and by a stock-work system of little quartz
and pyrite vein around the principal quartz vein with a large of 300 metres (984
feet), with two principal direction: 100-130° and 0 – 20°.  The El
Torno Project was investigated by Puma Minerals in 1997 and by Peñoles between
August and December 1999.  Puma Minerals conducted more than 2,100
metres (6,890 feet) of drilling.  Following the exploration consisting
in the reinterpretation of the Puma Minerals work, Peñoles conducted in
trenches, grab samples, detailed geologic survey and geophysical prospecting by
IP methods.  In a second stage, Peñoles carried out an estimation of
the main structure cut by the drills of Puma in an extension of 1.3 kilometres
(0.8 miles).  In the only three geophysical profiles performed by
Peñoles on the first 1.3 kilometres (0.8 miles) it is also observed the presence
of a cloak type structure with moderate to high chargeability, located between
the 50 and 125 metres (164 and 410 feet) of depth whose better anomalies were
not cut by the Puma Minerals drills.






Page -
6





C.  Atlin Claims – Canadian
Property





The Atlin
Claims are unencumbered and in good standing and there are no third party
conditions which affect the Atlin Claims other than conditions defined by the
Province of British Columbia described below. The combined claims together make
up an area of 488 hectares (1,206 acres).  Soltera has no insurance
covering the Atlin Claims. Soltera believes that no insurance is necessary since
the Atlin Claims are unimproved and contain no buildings or improvements. The
tenure number, claim name, owner, good to date, status, and area as typically
recorded in British Columbia is as follows:





Tenure
              Number
            Claim
              Name
            Owner
            Good
      to Date
            Status
            Area
              (Hectares)529220
            Soltera
      1
            146718  100%
            2008/March/02
            Good
            244.221529221
            Soltera
      2
            146718  100%
            2008/March/02
            Good
            244.221





There is
no assurance that a commercially viable mineral deposit exists on the Atlin
Claims.  Further exploration will be required before an evaluation as
to the economic feasibility of the Atlin Claims is determined.  It is
Soltera’s intention to incorporate a British Columbia subsidiary company and
record the deed of ownership in the name of Soltera’s subsidiary if minerals are
discovered on the Atlin Claims and it appears that it would be economically
viable to commercially mine the Atlin Claims.  Soltera’s consulting
geologist has written a report and provided Soltera with recommendations of how
Soltera should explore the Atlin Claims.  Until Soltera can validate
otherwise, the Atlin Claims are without known reserves and Soltera is planning a
three phase exploration program as recommended by its consulting
geologist.  Soltera has completed its Phase 1 exploration work on the
Atlin Claims, but the results have yet to be compiled by its geological
consultants.





Location
and Access





The Atlin
Claims are located approximately 25 miles northeast of Atlin, British Columbia,
Canada.  The coordinates of the center of the claims at 59°48' North
and 133°12' West.  The Atlin Claims occupy a rectangular block with
dimensions 2 kilometers by 2 kilometers (approximately 1.25 miles by 1.25 miles)
and cover and area of 400 hectares (approximately 988 acres).  The
Atlin Claims lie approximately 2 miles north-northeast of the north end of
Surprise Lake. Consolation Creek lies approximately 3.5 miles north and flows
northeasterly into Gladys Lake.





The Atlin
Claims are located in a “saddle” area between two major
drainages:  Surprise Lake to the south and Gladys Lake to the
northeast.  The area is on of gentle to moderate slopes: the highest
elevations are approximately 3,600 feet above sea level.  The Atlin
Claims have, variously, sparse cover of evergreen trees and thick growths of
willow brush and berry bushes.





The town
of Atlin is situated on the east shore of Atlin Lake, in northern British
Columbia, has a population of about 350 permanent residents, and offers most
services required in support of mining activities.  The south end of
Surprise Lake is accessed by local roads and the north end of the lake can be
reach by circuitous routes following miners' roads or by boat.  The
Atlin Claims are a short hike from the north end of Surprise
Lake.  For convenience and practical considerations, the Atlin Claims
are best reached from helicopter flight from Atlin.





Climate
and Geomorphology





The Atlin
district has a favorable climate, with warm summers, cold winters and moderate
precipitation equally in the form of rain and snow.  Permafrost is
present in sheltered areas and may be a slight impediment to mineral property
investigations.  Access to the Atlin Claims is restricted to the
period between May 1 and October 15 due to snow in the area.





The
Surprise Lake batholith is of Cretaceous age and essentially alaskite
composition.  It is elliptical in outline extending easterly from the
west side of Surprise Lake almost to Teslin Lake.  On a larger scale,
it occurs centrally with a vaguely defined ring of granatic plutons of apparent
Jurrasic age. Regional structural within bedded formations are consistently
aligned northwesterly, following Cordilleran trends.  The Atlin Claims
have, variously, sparse cover of evergreen trees and thick growths of willow
brush and berry bushes. There is no equipment, infrastructure or electricity on
the Atlin Claims.






Page -
7





Geology
and Mineralization





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





Conditions
to Retain Title to Atlin Claims





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





Competitive
Conditions





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





Raw
Materials





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





For the
Argentinean Claims, the raw materials for Soltera’s exploration program will be
items including camp equipment, hand exploration tools, sample bags, first aid
supplies, groceries and propane.  All of these types of materials are
readily available in either the city of  Santa Catalina (15 kilometres
(9.3 miles) from the mineral claims), La Quiaca (80 kilometres (50 miles) from
the mineral claims), Vilazon (Bolivia) (80 kilometres (50 miles) from the
mineral claims), San Salvador de Jujuy (380 kilometres (236 miles) from the
mineral claims) or in Salta (430 kilometres (267 miles) from the mineral claims)
from a variety of suppliers for the El Torno Project and the Zapaleri
Project.





Dependence
on Major Customers





Soltera
has no customers.





Intellectual
Property and Agreements.





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





Government
Approvals and Regulations





For the
Argentinean Claims, Soltera will be required to laws regulated by the Mining
Chamber in the Jujuy Province in Argentina. Soltera will be required to conduct
an environmental impact study on some of the Argentinean Claims.





For the Atlin Claims, Soltera will be
required to comply with all regulations defined in the Mineral Tenure Act for
the Province of British Columbia.  The Act is well defined by the
Province of British Columbia and is availablefrom Soltera upon
request.





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






Page -
8





Research
and Development Expenditures





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





Costs
and Effects of Compliance with Environmental Laws





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





Employees





Soltera
does not have any employees other than Fabio Montanari and Nadwynn Sing, the
directors and officers of Soltera.  Soltera intends to retain the
services of independent geologists, prospectors and consultants on a contract
basis to conduct the exploration programs on Soltera’s mineral claims starting
in May or June of 2007, and as required throughout the course of the exploration
program.  The funds that will be used to pay for the independent
geologist, prospectors and consultants will be the funds that already exist in
the corporate treasury and from funds that Soltera may have to raise in the
future.





RISK
FACTORS





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





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





Risks
associated with Soltera:




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




A note
provided by Soltera’s independent auditors in Soltera’s financial statements
from the period from inception on September 21, 2005 to October 31, 2007
contains an explanatory note that indicates that Soltera is an early stage
exploration company and its ability to continue as a going concern is dependent
on continued financial support from its shareholders, raising additional capital
to fund future operations, and to attain profitable operations.  The
explanatory note states that, because of such uncertainties, there may be a
substantial doubt about Soltera’s ability to continue as a going
concern.  This note may make it more difficult for Soltera to raise
additional equity or debt financing needed to run its business and is not viewed
favorably by analysts or investors.  Soltera urges potential investors
to review this report in its entirety before making a decision to invest in
Soltera.





2.
            Soltera
      lacks an operating history and has losses that it expects to continue into
      the future.  If the losses continue Soltera may have to suspend
      operations or cease operations and its stock value may
      decline.






Since
Soltera’s inception on September 21, 2005 to October 31, 2007, Soltera has
incurred net losses of $272,801.  Soltera expects to lose more money
as it spends additional capital to explore its mineral
claims.  Soltera cannot be certain whether it will ever earn a
significant amount of revenues or profit, or, if Soltera does, that Soltera will
be able to continue earning such revenues of profit.  Also, any
economic weakness may limit Soltera’s ability to continue to explore its mineral
claims.  Any of these factors could cause Soltera’s stock price to
decline and result in you losing a portion or all of your
investment.






Page -
9




3.
            Soltera
      could become non-operational if it was unable to retain its directors and
      officers.




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





4.
            Soltera
      does not expect to pay dividends in the foreseeable
  future.




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





5.
            Soltera’s
      management owns an aggregate 26.3% controlling interest in Soltera’s
      common stock.




Soltera’s
management collectively owns 26.3% of Soltera’s outstanding common
stock.  Investors may find the corporate decisions influenced by
Soltera’s management are inconsistent with the interests of other
stockholders.




Risks
associated with Soltera’s business:




6.
            Soltera
      is required to make payments or expenditures.  Failure to do so
      could cause Soltera to lose title to its mineral
  claims.




The
Argentinean Claims require payments for certain bureaucratic processes to
continue to register the claims for exploration. The cost to handle the filing
for the bureaucratic processes is estimated to be approximately $30,000. Failure
to make payments or improper filing could cause Soltera to lose title to any of
the Argentinean Claims.




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




7.
            Soltera
      may not have viable mineral claims.




The El
Torno Project has a history of exploration.  However, as Soltera have
no yet completed sufficient exploration on the El Torno Project, it cannot
confirm the results of the previous exploration work and Soltera cannot confirm
that the El Torno Project contains any viable mineral claims.  Absence
of viable mineral claims on the El Torno Project may cause Soltera’s business to
fail.




To
Soltera’s knowledge a professional geologist has not been on the Zapaleri
Project.  The only information Soltera has on the Zapaleri Project is
a satellite image indicates a large alteration zone, which may be an indication
for possible mineralization.  A site visit to the Zapaleri Project by
a professional geologist could reveal that the mineral claims cannot host a
viable mineral deposit.  Absence of viable mineral claims on the
Zapaleri Project may cause Soltera’s business to fail.




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




8.
            Soltera
      may need to enter a joint venture agreement with a senior mining
      company.  Failure to do so may stall
  exploration.




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






Page -
10





9.
            Soltera
      may not be able to procure exploration consultants causing a delay in its
      exploration program.




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




10.
            Soltera
      may be delayed in exploration and any future mining efforts since access
      to the mineral claims is often restricted by inclement
      weather.




Access to
the El Torno Project is possible all the year, but Soltera may suspend any work
on the El Torno Project during the winter months as in this season the
productivity can be less and the expenses higher.




Access to
the Zapaleri Project is possible only between November and April and when the
legal problem on the property will be solved Soltera will start the exploration
in this period.




Access to
the Atlin Claims is restricted to the period between May 1 and October 15 of
each year due to snow in the area.




As a
result, any attempts to visit, test, or explore any of the properties are
largely limited to these few months of the year when weather permits such
activities.  These limitations can result in significant delays in
exploration efforts, as well as mining and production in the event that
commercial amounts of minerals are found.  Such delays can result in
inability to meet deadlines for exploration expenditures as defined by the
Province of British Columbia or to meet the option terms on the Argentinean
Claims.  If Soltera cannot meet deadlines, this could cause the
business to fail.




11.
            Soltera
      will be subject to compliance of government regulation, this may increase
      the anticipated time and cost of the exploration
  program.




There are
several governmental regulations that materially restrict the exploration of
minerals.  Soltera may be required to obtain work permits, post bonds
and perform remediation work for any physical disturbance to the land in order
to comply with these regulations.  While the planned exploration
program budgets for regulatory compliance, there is a risk that new regulations
could increase the time and costs of doing business and prevent Soltera from
carrying out the exploration program.




12.
            Soltera
      may not be able to obtain clear title to its mineral
    claims.




Under
Argentinean law filings and payments are required to keep claims in good
standing. Soltera will engage a mining notary in Argentina to assist it keeping
the claims in good standing.  However, any errors by Soltera or the
mining notary could cause Soltera to lose title or rights to its Argentinean
Claims.




The
Zapaleri Project dispute may take 12 to 18 months to be resolved.  If
the dispute is not resolved in Soltera’s favor, Soltera will lose title and
rights to the Zapaleri Project.




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




If
Soltera is unable to obtain clear title to any of its mineral claims its
business will likely fail.






Page -
11




Risks
associated with Soltera’s industry:




13.
            Soltera
      may experience losses due to foreign exchange translations as a result of
      the volatility of the value of the US
dollar.




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




14.
            Soltera
      is in an inherently risky business due to the speculative nature of
      mineral property exploration.




Exploration
for commercially viable mineral deposits is a speculative venture involving
substantial risk.  Soltera cannot provide investors with any assurance
that its mineral claims contain commercially viable mineral
deposits.  The exploration program that it will conduct on the mineral
claims may not result in the discovery of commercial viable mineral
deposits.  Problems such as unusual and unexpected rock formations and
other conditions are involved in mineral exploration often result in
unsuccessful exploration efforts. In such a case, Soltera’s business may
fail.




15.
            Soltera
      may become subject to liability due to the numerous
    hazards.




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




16.
            Soltera
      may not be able to market any minerals that may be found since market
      factors in the mining business are out of its
  control.




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




17.
            “Penny
      Stock” rules may make buying or selling Soltera’s shares of common stock
      difficult, and severely limit the market and liquidity of the shares of
      common stock.




Trading
in Soltera’s shares of common stock is subject to certain regulations adopted by
the SEC commonly known as the “penny stock” rules.  Soltera’s shares
of common stock qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934, which imposes additional sales practice
requirements on broker/dealers who sell the common shares in the
aftermarket.  The “penny stock” rules govern how broker/dealers can
deal with their clients and “penny stocks”.  For sales of Soltera’s
common stock, the broker/dealer must make a special suitability determination
and receive from you a written agreement prior to making a sale to
you.  The additional burdens imposed on broker/dealers by “penny
stock” rules may discourage broker/dealers from effecting transactions in
Soltera’s shares of common stock, which severely limit their market price and
liquidity of its shares of common stock.  This could prevent you from
reselling your shares and may cause the price of the shares of the common stock
to decline.  See “Penny Stock Rules” on page 16 for more
details.




Item
2.                      Description
of Property.





Soltera’s
executive offices are located at Suite 1005, 289 Drake Street, Vancouver,
British Columbia, Canada, V6B 5Z5.  Currently, Soltera pays $500 per
month for this space pursuant to the terms and conditions of a management
agreement.  See Exhibit 10.11 – Management Agreement for more
details.





Soltera
has an interest in mineral claims located in Argentina as described in Item 1
above.






Page -
12





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





Item
3.                      Legal
Proceedings.





Soltera
is not a party to any pending legal proceedings and, to the best of Soltera’s
knowledge, none of Soltera’s property or assets are the subject of any pending
legal proceedings, with the exception of the following:





Soltera
is aware of a potential claim dispute on the Zapaleri
Project.  However, management believes that Soltera’s ownership rights
are in good standing.  If Soltera’s ownership rights are lost, Soltera
will promptly file a Form 8-K with the SEC disclosing the loss of ownership
rights.   The legal dispute affects Incas’ rights on the Zapaleri
Project and must be solved by the mining Chamber of the Jujuy
Province.  Soltera is currently waiting for the decision of the mining
Chamber of the Jujuy Province.  As a result of the legal dispute and
until it is resolved, Incas is not required to commence any work or expense on
this project.  After the solution of the legal dispute, if positive,
Incas will have the exclusive right to explore the mineral claims with an option
to acquire a 100% interest in the Zapaleri Project upon fulfilling the
conditions of the Second Option Agreement.





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





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





PART
II





Item
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity
Securities.





(a)           Market
Information





Soltera’s
common stock has been quoted on the NASD OTC Bulletin Board under the symbol
“AMXC” from May 23, 2006 to May 30, 2007, and is now quoted under the symbol
“SLTA”.  The table below gives the high and low bid information for
each fiscal quarter of trading and for the interim period ended February 8,
2008.  The bid information was obtained from Pink Sheets LLC and
reflects inter-dealer prices, without retail mark-up, mark-down or commission,
and may not represent actual transactions.





High
      & Low BidsPeriod
      ended
            High
            Low
            Source08
      February 2008
            $0.52
            $0.42
            Pink
      Sheets LLC31
      January 2008
            $0.59
            $0.40
            Pink
      Sheets LLC31
      October 2007
            $0.69
            $0.45
            Pink
      Sheets LLCJuly
      31, 2007
            $0.65
            $0.30
            Pink
      Sheets LLC30
      April 2007
              (after
      5 for 1 dividend)
            $0.30
            $0.30
            Pink
      Sheets LLC23
      April 2007
            $2.60
            $1.01
            Pink
      Sheets LLC31
      January 2007
            $1.50
            $0.16
            Pink
      Sheets LLC31
      October 2006
            $0.16
            $0.10
            Pink
      Sheets LLC31
      July 2006
            $0.10
            $0.10
            Pink
      Sheets LLC





(b)           Holders
of Record





There are
approximately 26 holders of record of Soltera’s common stock.






Page -
13





(c)           Dividends





Soltera
has declared no cash dividends on its common stock, and is not subject to any
restrictions that limit its ability to pay cash dividends on its shares of
common stock.  Cash dividends are declared at the sole discretion of
Soltera’s Board of Directors.





On April
4, 2007, the Board of Directors declared a stock dividend of 5 shares for every
one share of common stock issued.  The stock dividend was paid out on
April 23, 2007.





(d)  Recent
Sales of Unregistered Securities





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





Fiscal
2005 Sales of Unregistered Securities





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





The
shares include the following:





1.
            On
      September, 2005, Soltera issued 3,950,000 shares of common stock at a
      price of $0.001 per share for the acquisition of mineral claims from
      Soltera’s president at the time;
and




2.
            On
      October 31, 2005, Soltera issued 2,677,500 shares of common stock to 34
      non-affiliate purchasers at a price of $0.02 per share for cash proceeds
      of $53,550.




With
respect to all of the above offerings, Soltera completed the offerings of the
common stock pursuant to Rule 903 of Regulation S of the Act on the basis that
the sale of the common stock was completed in an “offshore transaction”, as
defined in Rule 902(h) of Regulation S.  Soltera did not engage in any
directed selling efforts, as defined in Regulation S, in the United States in
connection with the sale of the units.  Each purchaser represented to
Soltera that the purchaser was not a U.S. person, as defined in Regulation S,
and was not acquiring the shares for the account or benefit of a U.S.
person.  The subscription agreement executed between Soltera and the
purchaser included statements that the securities had not been registered
pursuant to the Act and that the securities may not be offered or sold in the
United States unless the securities are registered under the Act or pursuant to
an exemption from the Act. The purchaser agreed by execution of the subscription
agreement for the common stock: (i) to resell the securities purchased only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act or pursuant to an exemption from registration under the Act; (ii) that
Soltera is required to refuse to register any sale of the securities purchased
unless the transfer is in accordance with the provisions of Regulation S,
pursuant to registration under the Act or pursuant to an exemption from
registration under the Act; and (iii) not to engage in hedging transactions with
regards to the securities purchased unless in compliance with the
Act.  All securities issued were endorsed with a restrictive legend
confirming that the securities had been issued pursuant to Regulation S of the
Act and could not be resold without registration under the Act or an applicable
exemption from the registration requirements of the Act.




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





March 2007 - $1.00 Private Placement
Offering





On March
29, 2007, the board of directors authorized the issuance of 600,000 (100,000
pre-split) restricted shares of common stock at a subscription price of $0.17
($1.00 pre-split) per restricted share.  Soltera raised $100,000 in
cash in this closing, and issued an aggregate 600,000 (100,000 pre-split)
restricted shares of common stock to two non-US subscribers outside the United
States.  Soltera set the value of the restricted shares arbitrarily
without reference to its assets, book value, revenues or other established
criteria of value.  All the restricted shares issued in this offering
were issued for investment purposes in a “private transaction”.





For the
two non-US subscribers outside the United States in these two closings, Soltera
relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of
Regulation S promulgated pursuant to that Act by the Securities and Exchange
Commission.  Management is satisfied that Soltera complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Soltera received from each subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares for their own investment account and not on
behalf of a U.S. person, and (c) there was no prearrangement for the sale of the
shares with any buyer.  No offer was made or accepted in the United
States and the share certificates representing the shares were issued bearing a
legend with the applicable trading restrictions.






Page -
14





April 2007 - Stock
dividend





On April
4, 2007, the board of directors of Soltera declared a stock dividend on its
outstanding shares of common stock.  For every share that a
shareholder owned on April 17, 2007, that shareholder received an additional
five (5) shares on April 23, 2007.  On April 24, 2007, the stock
dividend was ex-dividend and Soltera’s trading price was adjusted
accordingly.  The stock dividend resulted in an increase of the
Soltera’s issued and outstanding share capital from 6,727,500 shares of common
stock to 40,365,000 shares of common stock.





June 2007 - $0.40 Private Placement
Unit Offering





On June
25, 2007, the board of directors authorized the issuance of 1,000,000 restricted
units at a subscription price of $0.40 per restricted unit.  Each
restricted unit consisted of one restricted shares of common stock in the
capital of Soltera and one-half of a non-transferable share purchase
warrant.  Each restricted whole warrant enabled the holder to purchase
one additional restricted share of common stock in the capital of Soltera at a
price of $0.55 per restricted warrant for a period of two years.





This
offering closed on June 28, 2007 and Soltera raised $400,000 in cash and issued
an aggregate 1,000,000 restricted units to one non-US subscriber outside the
United States.





For the
one non-US subscriber outside the United States in this one closing, Soltera
relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of
Regulation S promulgated pursuant to that Act by the Securities and Exchange
Commission.  The value of the restricted units was arbitrarily set by
Soltera and had no relationship to its assets, book value, revenues or other
established criteria of value.  All the restricted common shares
issued in this offering were issued for investment purposes in a “private
transaction”.  Management is satisfied that Soltera complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Soltera received from the subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares and warrants for their own investment
account and not on behalf of a U.S. person, and (c) there was no prearrangement
for the sale of the shares or warrants with any buyer.  No offer was
made or accepted in the United States and the share certificates representing
the shares were issued bearing a legend with the applicable trading
restrictions.






Page -
15





July 2007 - $0.50 Private Placement
Unit Offering





On July
16, 2007, the board of directors authorized the issuance of 1,200,000 restricted
units at a subscription price of $0.50 per restricted unit.  Each
restricted unit consisted of one restricted shares of common stock in the
capital of Soltera and one-half of a non-transferable share purchase
warrant.  Each restricted whole warrant enabled the holder to purchase
one additional restricted share of common stock in the capital of Soltera at a
price of $0.75 per restricted warrant for a period of two years.





This
offering closed on July 25, 2007 and Soltera raised $600,000 in cash and issued
an aggregate 1,200,000 restricted units to one non-US subscriber outside the
United States.





For the
one non-US subscriber outside the United States in this one closing, Soltera
relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of
Regulation S promulgated pursuant to that Act by the Securities and Exchange
Commission.  The value of the restricted units was arbitrarily set by
Soltera and had no relationship to its assets, book value, revenues or other
established criteria of value.  All the restricted common shares
issued in this offering were issued for investment purposes in a “private
transaction”.  Management is satisfied that Soltera complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Soltera received from the subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares and warrants for their own investment
account and not on behalf of a U.S. person, and (c) there was no prearrangement
for the sale of the shares or warrants with any buyer.  No offer was
made or accepted in the United States and the share certificates representing
the shares were issued bearing a legend with the applicable trading
restrictions.





(e)
            Penny
      Stock Rules





The SEC
has also adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks.  Penny stocks are generally equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).





The
shares of Soltera will remain penny stock for the foreseeable
future.  The classification of penny stock makes it more difficult for
a broker-dealer to sell the stock into a secondary market, which makes it more
difficult for a purchaser to liquidate his or her investment.  Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in Soltera will be subject to rules 15g-1 through 15g-10 of the Exchange
Act.  Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the SEC, which:





·
            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’s or dealer’s duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other
requirements;


·
            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
      price;


·
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;


·
            defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and


·
            contains
      such other information and is in such form (including language, type,
      size, and format) as the Commission shall require by rule or
      regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer:





·
            with
      bid and offer quotations for the penny
stock;


·
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


·
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and


·
            monthly
      account statements showing the market value of each penny stock held in
      the customer’s account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.  These disclosure requirements will have the effect of
reducing the trading activity in the secondary market for Soltera’s stock
because it will be subject to these penny stock rules.  Therefore,
stockholders may have difficulty selling those securities.





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





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





Overview





Soltera
was incorporated in the State of Nevada on September 21, 2005 and on May 30,
2007 changed its name from “Atlin Mineral Exploration Corp.” to “Soltera Mining
Corp.”





Soltera
is an exploration stage company.  Soltera’s principal business is the
acquisition and exploration of mineral resources.  Soltera has not
presently determined whether its mineral claims contain mineral reserves that
are economically recoverable.






Page -
16





Management
has decided to expand Soltera’s focus and identify and assess new projects for
acquisition purposes that are more global in nature.  Management will
continue to focus on exploring and adding value to the project interests already
acquired but will also now focus on new projects on an international
level.





Argentina





On July
24, 2007, Soltera agreed to acquire all of the shares of Incas Mineral, S.A.
(“Incas”) from the sole
shareholder of Incas, Fabio Montanari, for the purchase price of $1,500, which
represents the costs for incorporating and organizing Incas in the jurisdiction
of Argentina.





Incas has
two agreements to explore and an option to purchase two projects in the province
of Jujuy, Argentina. The first project is called the “El Torno Project” and the
second project is called the “Zapaleri Project”.  Soltera is currently
focusing its efforts on the El Torno Project.





The El
Torno Project is located in the Andean Cordillera in the extreme north-west of
Argentina near the international border with Bolivia. The region is at altitudes
around 4,000 metres (13,123 feet) and the nearest permanent habitation is the
village of Santa Catalina village about 20 kilometres (12.5 miles) to the
east.





The El
Torno option agreement, between Manuel Bernal Mateo and Incas, is dated July 6,
2007 and covers five mineral claims in Argentina covering 7,863.24 hectares
(19,430 acres).  Incas has the exclusive right to explore the El Torno
Project with an option to acquire a 100% interest in the properties upon
fulfilling certain conditions.  Currently, this option agreement is in
good standing.  See “Item 1. Description of Business - (b) Business of
Soltera” above for more information.





The
Zapaleri Project is also located in the Andean Cordillera in the extreme
north-west of Argentina and is about 100 miles in proximity to El
Torno.





The
Zapaleri option agreement, between Antonio Augustin Giulianotti and Incas, is
dated July 6, 2007 and covers one mineral claim in Argentina covering 6,395
hectares (15,802 acres).  Incas has the exclusive right to explore the
mineral claims with an option to acquire a 100% interest in the mineral claim
upon fulfilling certain conditions.  Currently, this option agreement
is in good standing.  See “Item 1. Description of Business (b)
Business of Soltera” above for more information.





Soltera
is aware of a potential claim dispute on the Zapaleri
Project.  However, management believes that Soltera’s ownership rights
are in good standing.  If Soltera’s ownership rights are lost, Soltera
will promptly file a Form 8-K with the SEC disclosing the loss of the ownership
rights.





Canada





Soltera’s
mineral claims in Atlin, British Columbia, Canada (the “Atlin Claims”) are in good
standing until March 2, 2008 and have been assigned tenure numbers 529220 and
529221 by the Province of British Columbia (the “Province”).  Both
Atlin Claims are identical in size and cover a combined area of 488 hectares
(1,206 acres).  In order to keep the Atlin Claims in good standing,
Soltera must perform and record exploration work of approximately $1,800 by
March 2, 2008 or pay the equivalent amount to the Province in lieu of performing
the exploration work.





Plan
of Operation





Argentina
Exploration Plan





As the
Argentina claim rights are newly acquired through Soltera’s subsidiary Incas
Mineral, S.A., Soltera has not completed its exploration plan for either the El
Torno Project or the Zapaleri Project.  In the next 12 months,
management intends to complete the acquisition of Incas and to keep the two
option agreements in good standing by complying with the terms of the option
agreements.





Canada
Exploration Plan





Soltera’s
original Canadian exploration plan called for exploration to start on May 1,
2006, and in June 2006 management decided to delay the start of exploration to
July 1, 2006.  However, due to competitive exploration conditions
Soltera had difficulty locating an available prospecting team and as a result
exploration has not started on the Atlin Claims.  On January 12, 2007
Soltera paid the Minister of Finance in British Columbia, Canada a fee of $1,835
in lieu of exploration on the Atlin Claims. This extended the expiry date of the
Atlin Claims to March 2, 2008.






Page -
17





On May
22, 2007, Soltera engaged Decoors Mining Corp. of Atlin, British Columbia to
perform the Phase One exploration program on the Atlin Claims.  The
exploration agreement between Soltera and Decoors calls for the Phase One
exploration program to be conducted between June 2007 and October 2007. Decoors
has been presented with the geological report prepared by Erik Ostensoe and will
explore the Atlin Claims as outlined in Ostensoe’s report.  However,
Soltera has given the lead prospector of Decoors, Peter Burjoski authorization
to use different modes of transportation and exploration techniques if Burjoski
believes this will be more efficient in conducting the exploration program.
Based on Ostensoe’s report, a two-person field crew will helicopter onto the
Atlin Claims from Atlin, British Columbia and will stay for a period of 14
days.  During this period the crew will generally survey the Atlin
Claims seeking any outcroppings and locating streams.  The crew will
use global positioning equipment and take approximately 20 rock samples, 20
stream sediment samples, and 20 stream sediment panned concentrate
samples.  All samples will be bagged and tagged for location, date and
time for later analysis. After the 14 day period is over the crew will return to
Atlin by helicopter. The cost of the Phase One program will be CDN$14,000
excluding applicable taxes.





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





If the
Phase Two exploration plan (“Phase Two”) were to proceed,
Soltera’s consulting geologist has indicated that Soltera should budget
approximately CDN$13,900 for Phase Two and it would be conducted in the 2008
exploration season.  A prospector and geologist will helicopter onto
the Atlin Claims and will stay for a period of 10 days.   During
this period the crew will use global positioning equipment and will obtain 50
samples from locations that would be determined in Phase One.  All
samples will be bagged and tagged for location, date and time for later
analysis.  After this 10 day period is over the crew will return to
Atlin by helicopter. The cost estimate for Phase Two was made in November 2005,
management believes that in reality these costs may be 25% to 50% higher in 2008
due to increased exploration costs experienced by prospecting companies like De
Coors Mining. Decoors has cited increased energy, transportation and labor costs
as reasons for this price inflation.





If Phase
Two takes place, management will review its results in winter
2008.  If Soltera is able to continue to confirm elevated metal values
at specific hand drilled targets we would consider Phase Two a success and would
plan for a Phase Three exploration program (“Phase
Three”).  Phase Three is expected to cost at least $18,000
(2005 cost estimate). At this stage, we would seek to link with a major resource
company in a joint venture relationship in recognition of financing
requirements. Phase Three would commence in June 2009 if Phase Two is
successful.





Financial
Condition





As at
October 31, 2007, Soltera had a cash balance of $718,868.  With the
acquisition of Incas Mineral, S.A. and the Argentinean claims Soltera will need
to make strategic decisions on how to deploy its funds.  Soltera’s
current focus is on the El Torno Project and thus it is possible that Soltera
will not have sufficient funds to continue exploration on the Atlin
Claims.  Additionally, Soltera has suffered some Canadian dollar and
Argentinean Peso purchasing power due to the decline of the United States
dollar.





During
the next 12 months, management does not anticipate generating any revenue for
the foreseeable future. When additional funds become required, the additional
funding will come from equity financing from the sale of Soltera’s common stock
or sale of part of Soltera’s interest in its mineral claims.  If
management is successful in completing an equity financing, existing
shareholders will experience dilution of their interest in
Soltera.  Soltera does not have any financing arranged and cannot
provide investors with any assurance that management will be able to raise
sufficient funding from the sale of Soltera common stock to fund further
exploration of the Argentinean Claims or the Atlin Claims.  In the
absence of such financing, Soltera’s business will fail.





Soltera
may consider entering into a joint venture partnership by linking with a more
senior mining company to provide the required funding to its exploration
programs.  Management has undertaken some initial steps to seek a
joint venture partner for further financing.  If Soltera enters into a
joint venture arrangement, Soltera will assign a percentage of its interest in
the mineral claims to the joint venture partner.






Page -
18





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





·
            management’s
      ability to raise additional
funding;


·
            the
      market price for ore;


·
            the
      results of the proposed exploration programs on the mineral property;
      and


·
            management’s
      ability to find joint venture partners for the development of Soltera’s
      property interests




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





Accounting
and Audit Plan




Management
intends to continue to have Soltera’s outside consultant assist in the
preparation of its quarterly and annual financial statements and have these
financial statements reviewed or audited by its independent
auditor.  Soltera’s outside consultant is expected to charge Soltera
approximately $1,250 to prepare its quarterly financial statements and
approximately $1,750 to prepare its annual financial
statements.  Soltera’s independent auditor is expected to charge
approximately $2,500 to review its quarterly financial statements and
approximately $12,000 to audit its annual financial statements.  In
the next 12 months, management anticipates spending approximately $25,000 to pay
for Soltera’s accounting and audit requirements.
  Legal
Expense Plan





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





Results
of Operations




Soltera
has had no operating revenues since its inception on September 21, 2005, through
to October 31, 2007.  Soltera’s activities have been financed from the
proceeds of share subscriptions.  Since inception, on September 21,
2005, to October 31, 2007, Soltera raised a total of $1,152,250 from private
offerings of its shares of common stock.
 
 For the
period from inception on September 21, 2005, to October 31, 2007, Soltera
incurred total expenses of $272,801.  These expenses included (1)
$52,925 in mineral acquisition and exploration costs on its mineral properties;
(2) $85,703 in professional fees; (3) $38,183 for general and administrative
costs; (4) $26,888 for travel and accommodation; (5) $56,250 for management
fees; and (6) $15,000 for donated rent and services.
 
 For the
year ended October 31, 2007, Soltera incurred total expenses of
$234,143.  These expenses included (1) $47,974 in mineral exploration
costs on its mineral properties; (2) $56,250 in management fees; (3) $26,888 in
travel and accommodation; (4) $69,603 in professional fees, which include legal
accounting and auditor’s fees; (5) $28,178 for general and administrative costs;
and (6) $5,250 for donated rent and services.
 
 For the
year ended October 31, 2006, Soltera incurred total expenses of
$30,581.  These expenses included (1) $9,280 for general and
administrative costs; (2) $11,300 in professional fees; (3) $9,000 for donated
rent and services; and (4) $1,001 for the acquisition cost for the Atlin
Claims.


Liquidity
and Capital Resources




Soltera
had working capital of $824,760 as of October 31, 2007, compared with $26,444 as
of October 31, 2006.





There are
no assurances that Soltera will be able to achieve further sales of its shares
of common stock or any other form of additional financing.  If Soltera
is unable to achieve the financing necessary to continue its plan of operations,
Soltera will not be able to continue its exploration of its properties and its
business will fail.






Page -
19





Management
estimates that Soltera’s current cash will be sufficient to fully finance its
operations at current and planned levels through October
2008.  Management intends to manage Soltera’s expenses and payments to
preserve cash until Soltera is profitable, otherwise additional financing must
be arranged.  Specifically, such cash management actions include
donation of rent and services by Soltera’s directors and officers.





Net Cash Used in Operating
Activities




Soltera
had cash of $718,868 and working capital of $824,760 at October 31,
2007.
 
 During
the fiscal year ended October 31, 2007, Soltera used $223,322 in cash for
operating activities compared with $26,356 for the previous fiscal
year.  This was primarily a result of an operating loss of $231,995,
offset by non-cash items for donated rent and services of $5,250, amortization
of $65, an increase of $9,994 in accounts payable, an increase of $4,120 in
amounts due to related party, and an increase of $2,516 in accounts
receivable.





Net Cash Used in Investing
Activities




Net cash
used in investing activities increased to $183,343 for the fiscal year ended
October 31, 2007 as compared with $nil for the previous fiscal year. The
majority of the increase resulted from the advance of a loan receivable of
$180,000.





Net Cash Used in Financing
Activities





Net cash
provided by financing activities increased to $1,098,700 for the fiscal year
ended October 31, 2007 as compared with $nil for the previous fiscal year,
resulting solely from the issuance of common stock for cash
proceeds.





Off-Balance
Sheet Arrangements





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





Material
Commitments for Capital Expenditures





Soltera
had no contingencies or long-term commitments at October 31, 2007.





Critical
Accounting Policies





Soltera’s
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.  Management believes that understanding the basis and nature
of the estimates and assumptions involved with the following aspects of our
financial statements is critical to an understanding of Soltera’s financial
statements.





Use
of Estimates


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





Basic
and Diluted Net Income (Loss) Per Share


Soltera
computed net income (loss) per share in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share”.  SFAS No.
128 requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement.  Basic EPS is computed by dividing
net income (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the
period.  Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method.  In
computing Diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants.  Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.






Page -
20





Cash
and Cash Equivalents


Soltera
considers all highly liquid instruments with maturity of three months or less at
the time of issuance to be cash equivalents.





Mineral
Properties


Cost of
license acquisition, exploration, carrying and retaining unproven mineral lease
properties are expensed as incurred.





Financial
Instruments


Soltera’s
financial instruments consist of cash, accounts payable and accrued liabilities,
notes payable and due to related parties.  Unless otherwise noted, it
is management's opinion that Soltera 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.







Page -
21




Item
7.                      Financial
Statements





Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


October
31, 2007





Index









Report of Independent Registered Public Accounting
      Firm
            F–1Consolidated Balance Sheets
            F–2Consolidated Statements of Operations
            F–3Consolidated Statements of Cash Flows
            F–4Consolidated Statements of Stockholders’
      Equity
            F–5Notes to the Consolidated Financial Statements
            F–6












Page -
22


















Report of
Independent Registered Public Accounting Firm







To the
Directors and Stockholders
 Soltera
Mining Corp.
 (An
Exploration Stage Company)
   We have
audited the accompanying consolidated balance sheets of Soltera Mining Corp. (An
Exploration Stage Company) as of October 31, 2007 and 2006, and the related
consolidated statements of operations, cash flows and stockholders' equity for
the years then ended, and accumulated from September 21, 2005 (Date of
Inception) to October 31, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Soltera Mining Corp. (An
Exploration Stage Company) as of October 31, 2007 and 2006, and the results of
its operations and its cash flows for the years then ended, and accumulated from
September 21, 2005 (Date of Inception) to October 31, 2007 in conformity with
accounting principles generally accepted in the United States.
  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has not generated any revenues and has incurred operating losses
since inception. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to these
matters are also discussed in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
 
 /s/ MANNING ELLIOTT
LLP
















F-1


Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated Balance Sheets


(Expressed
in US dollars)








October
      31,
              2007
              $
            
            
            October
      31,
              2006
              $ASSETSCurrent
      AssetsCash
            
            
            718,868
            
            
            
            27,194Due
      from a related party (Note 7(c))
            
            
            4,120Loan
      receivable – current portion (Note 5)
            
            
            110,000
            
            
            
            –Other
      receivables
            
            
            2,516
            
            
            
            –Total
      Current Assets
            
            
            835,504
            
            
            
            27,194Property
      and Equipment (Note 4)
            
            
            3,278
            
            
            
            –Loan
      receivable non-current portion (Note 5)
            
            
            70,000
            
            
            
            –Total
      Assets
            
            
            908,782
            
            
            
            27,194LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            
            4,809
            
            
            
            –Accrued
      liabilities
            
            
            5,935
            
            
            
            750Total
      Liabilities
            
            
            10,744
            
            
            
            750Contingencies
      and Commitments (Notes 1, 6, and 10)Stockholders’
      EquityCommon
      Stock, 75,000,000 shares authorized, $0.001 par value
              42,565,000
      and 39,765,000 shares issued and outstanding respectively
            
            
            42,565
            
            
            
            39,765Additional
      Paid-In Capital
            
            
            1,113,635
            
            
            
            17,735Donated
      Capital (Note 7(a))
            
            
            15,000
            
            
            
            9,750Accumulated
      Other Comprehensive Income (Loss)
            
            
            (361
            )
            
            
            –Deficit
      Accumulated During the Exploration Stage
            
            
            (272,801
            )
            
            
            (40,806
            )Total
      Stockholders’ Equity
            
            
            898,038
            
            
            
            26,444Total
      Liabilities and Stockholders’ Equity
            
            
            908,782
            
            
            
            27,194








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






F-2


Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated Statements of Operations


(Expressed
in US dollars)











Accumulated
      fromSeptember
      21, 2005
            
            For
      the
            
            
            For
      the(Date
      of Inception)
            
            Year
      Ended
            
            
            Year
      Endedto
      October 31,
            
            October
      31,
            
            
            October
      31,2007
            
            2007
            
            
            2006$
            
            
            $
            
            
            
            $Revenue
            
            –
            
            
            
            –
            
            
            
            –ExpensesDonated
      rent (Note 7)
            
            5,500
            
            
            
            2,250
            
            
            
            3,000Donated
      services (Note 7)
            
            9,500
            
            
            
            3,000
            
            
            
            6,000General
      and administrative
            
            38,183
            
            
            
            28,178
            
            
            
            9,280Professional
      fees
            
            85,703
            
            
            
            69,603
            
            
            
            11,300Management
      fees (Note 7)
            
            56,250
            
            
            
            56,250
            
            
            
            –Mineral
      property costs
            
            52,925
            
            
            
            47,974
            
            
            
            1,001Travel
      and accommodation
            
            26,888
            
            
            
            26,888
            
            
            
            –Total
      Expenses
            
            274,949
            
            
            
            234,143
            
            
            
            30,581Net
      Loss before other items
            
            (274,949
            )
            
            
            (234,143
            )
            
            
            (30,581
            )Other
      IncomeInterest income
            
            2,148
            
            
            
            2,148
            
            
            
            –Net
      Loss
            
            (272,801
            )
            
            
            (231,995
            )
            
            
            (30,581
            )Other
      Comprehensive IncomeForeign
      Currency Translation Adjustment
            
            (361
            )
            
            
            (361
            )
            
            
            –Comprehensive
      Loss
            
            (273,162
            )
            
            
            (232,356
            )
            
            
            (30,581
            )Net
      Loss Per Share – Basic and Diluted
            
            
            
            
            
            (0.01
            )
            
            
            –Weighted
      Average Shares Outstanding
            
            
            
            
            
            40,785,000
            
            
            
            6,627,000







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







F-3


Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated Statements of Cash Flows


(Expressed
in US dollars)





Accumulated
      fromSeptember
      21, 2005
            
            For
      the
            
            
            For
      the(Date
      of Inception)
            
            Year
      Ended
            
            
            Year
      Endedto
      October 31,
            
            October
      31,
            
            
            October
      31,2007
            
            2007
            
            
            2006$
            
            
            $
            
            
            
            $Operating
      ActivitiesNet
      loss for the period
            
            (272,801
            )
            
            
            (231,995
            )
            
            
            (30,581
            )Adjustments
      to reconcile net loss to cash used in operations:Amortization
            
            65
            
            
            
            65
            
            
            
            –Donated
      rent
            
            5,500
            
            
            
            2,250
            
            
            
            3,000Donated
      services
            
            9,500
            
            
            
            3,000
            
            
            
            6,000Impairment
      of Mineral property costs
            
            3,950
            
            
            
            –
            
            
            
            –Change
      in operating assets and liabilitiesOther
      receivables
            
            (2,516
            )
            
            
            (2,516
            )Accounts
      payable and accrued liabilities
            
            10,744
            
            
            
            9,994
            
            
            
            (4,050
            )Due
      from related party
            
            (4,120
            )
            
            
            (4,120
            )
            
            
            (725
            )Net
      Cash Used In Operating Activities
            
            (249,678
            )
            
            
            (223,322
            )
            
            
            (26,356
            )Investing
      ActivitiesProceeds
      from loan receivable
            
            (180,000
            )
            
            
            (180,000
            )
            
            
            –Purchase
      of property and equipment
            
            (3,343
            )
            
            
            (3,343
            )
            
            
            –Net
      Cash Used In Investing Activities
            
            (183,343
            )
            
            
            (183,343
            )
            
            
            –Financing
      ActivitiesProceeds
      from issuance of common stock
            
            1,152,250
            
            
            
            1,098,700
            
            
            
            –Net
      Cash Flows Provided By Financing Activities
            
            1,152,250
            
            
            
            1,098,700
            
            
            
            –Effect
      of Exchange Rate on Changes on Cash
            
            (361
            )
            
            
            (361
            )
            
            
            –Increase
      (Decrease) in Cash
            
            718,868
            
            
            
            691,674
            
            
            
            (26,356
            )Cash
      - Beginning of Period
            
            –
            
            
            
            27,194
            
            
            
            53,550Cash
      - End of Period
            
            718,868
            
            
            
            718,868
            
            
            
            27,194Supplemental
      DisclosuresInterest
      paid
            
            –
            
            
            
            –
            
            
            
            –Income
      taxes paid
            
            –
            
            
            
            –
            
            
            
            –Non-cash
      Financing and Investing ActivitiesCommon
      shares issued for mineral property
            
            3,950
            
            
            
            –
            
            
            
            –










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







F-4






Soltera
      Mining Corp.


(formerly
      Atlin Mineral Exploration Corp.)


(An
      Exploration Stage Company)


Consolidated
      Statement of Stockholders’ Equity


For
      the Period from September 21, 2005 (Date of Inception) to October 31,
      2007


(Expressed
      in US dollars)








Accumulated
            
            DeficitOther
            
            AccumulatedAdditional
            
            
            
            Comprehensive
            
            During
      theCommon
      Stock
            
            Paid-In
            
            Donated
            
            Income
            
            ExplorationShares
            
            Par
      Value
            
            Capital
            
            Capital
            
            (Loss)
            
            Stage
            
            Total#
            
            $
            
            $
            
            $
            
            $
            
            $
            
            $Balance
      – September 21, 2005 (Date of Inception)
            –
            
            –
            
            –
            
            –
            
            –
            
            –
            
            –Common
      stock issued for mineral property at $0.001/share
            23,700,000
            
            23,700
            
            (19,750)
            
            –
            
            –
            
            –
            
            3,950Common
      stock issued for
              cash
      at $0.02/share
            16,065,000
            
            16,065
            
            37,485
            
            –
            
            –
            
            –
            
            53,550Donated
      services and
              Expenses
            –
            
            –
            
            –
            
            750
            
            –
            
            –
            
            750Net
      loss for the period
            –
            
            –
            
            –
            
            –
            
            –
            
            (10,225)
            
            (10,225)Balance
      – October 31, 2005
            39,765,000
            
            39,765
            
            17,735
            
            750
            
            –
            
            (10,225)
            
            48,025Donated
      services and
              Expenses
      (Note 7 (a))
            –
            
            –
            
            –
            
            9,000
            
            –
            
            –
            
            9,000Net
      loss for the year
            –
            
            –
            
            –
            
            –
            
            –
            
            (30,581)
            
            (30,581)Balance
      – October 31, 2006
            39,765,000
            
            39,765
            
            17,735
            
            9,750
            
            –
            
            (40,806)
            
            26,444Common
      stock issued for cash at $0.17/share, net of issuance cost of
      $1,300
            600,000
            
            600
            
            98,100
            
            –
            
            –
            
            –
            
            98,700Common
      stock issued for cash at $0.40/share
            1,000,000
            
            1,000
            
            399,000
            
            –
            
            –
            
            –
            
            400,000Common
      stock issued for cash at $0.50/share
            1,200,000
            
            1,200
            
            598,800
            
            –
            
            –
            
            –
            
            600,000Donated
      services and expenses (Note 7 (a))
            –
            
            –
            
            –
            
            5,250
            
            –
            
            –
            
            5,250Foreign
      exchange currency translation
            –
            
            –
            
            –
            
            –
            
            (361)
            
            –
            
            (361)Net
      loss for the year
            –
            
            –
            
            –
            
            –
            
            –
            
            (231,995)
            
            (231,995)Balance
      – October 31, 2007
            42,565,000
            
            42,565
            
            1,113,635
            
            15,000
            
            (361)
            
            (272,801)
            
            898,038







All per
share amounts have been retroactively restated to reflect the stock dividend
declared on April 4, 2007 on the


basis of
five new shares of common stock for every share of common stock
outstanding.














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







F-5


Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)





1.      Nature
of Operations and Continuance of Business
  Soltera
Mining Corp. (the “Company”) was incorporated in the State of Nevada on
September 21, 2005 under the name Atlin Mineral Exploration Corp.
(“Atlin”)  The Company is an Exploration Stage Company, as defined by
Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by
Development Stage Enterprises”. The Company’s principal business is the
acquisition and exploration of mineral resources. The Company has not presently
determined whether its properties contain mineral reserves that are economically
recoverable.
  On May
30, 2007, the Company changed its name from Atlin to Soltera Mining Corp. On
July 24, 2007, the Company entered into a Stock Acquisition Agreement to acquire
all of the issued and outstanding shares of Incas Mineral, S.A. (“Incas”), a
company incorporated in Argentina, for consideration for $1,500.
  These
consolidated financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has never generated
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations.  As at October 31, 2007, the Company has never generated
any revenues and has accumulated losses of $272,801 since inception. These
factors raise substantial doubt regarding the Company’s ability to continue as a
going concern. These consolidated financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
  The
Company’s common shares trade on the Over The Counter Bulletin Board (OTCBB)
under the symbol, ‘SLTA.OB’.
 
 
 2.      Summary
of Significant Accounting Policies
  a)
              Consolidated
      Financial Statements and Basis of
Presentation
  These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and are
expressed in US dollars. These consolidated financial statements represent the
consolidation of the Company with its Argentinean wholly-owned subsidiary, Incas
Mineral, S.A. (“Incas”).  All intercompany transactions have been
eliminated.  The Company’s fiscal year end is October 31.
  b)
              Use
      of Estimates
  The
preparation of these consolidated financial statements in conformity with US
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.  The Company regularly evaluates estimates and assumptions
related to donated expenses and deferred income tax valuations. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company’s estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be
affected.


F-6




Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated
Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)





2.       Summary
of Significant Accounting Policies (continued)
  c)
              Basic
      and Diluted Net Income (Loss) Per
Share
  The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 128 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders by the weighted average number of
shares outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period using the treasury stock
method and convertible preferred stock using the if-converted method. In
computing Diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. At October 31, 2007, there were 1,100,000
dilutive securities.
  d)
              Comprehensive
      Loss
  SFAS No.
130, “Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the consolidated financial statements.
As at October 31, 2007, the Company’s only component of comprehensive loss was
foreign currency translation adjustments.
  e)
              Cash
      and Cash Equivalents
  The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.
  f)
              Mineral
      Property Costs
  The
Company has been in the exploration stage since its formation on September 21,
2005 and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
incurred to develop such property are capitalized. Such costs will be amortized
using the units-of-production method over the estimated life of the probable
reserve. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations.
  g)
              Long-Lived
      Assets
  In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company tests long-lived assets or
asset groups for recoverability when events or changes in circumstances indicate
that their carrying amount may not be recoverable. Circumstances which could
trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset; current
period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life.
  Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.
  h)
              Property
      and Equipment
  Property
and equipment are recorded at cost. Amortization has been provided on a
straight-line basis over 5 to 10 years.


F-7




Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated
Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)





2.       Summary
of Significant Accounting Policies (continued)
  i)
              Financial
      Instruments
  Financial
instruments, which include cash, loan receivable, other receivables, accounts
payable, accrued liabilities and due from related parties, were estimated to
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments. The Company’s operations are in Canada and
Argentina, which results in exposure to market risks from changes in foreign
currency rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange rates and the degree of volatility
of these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.
  j)
              Income
      Taxes
  Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes”
as of its inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefit
of net operating losses have not been recognized in these consolidated financial
statements because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward in future
years.
  k)
              Foreign
      Currency Translation
  The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52 “Foreign Currency
Translation”, using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency denominated
transactions or balances are included in the determination of income. Foreign
currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
  The
functional currency of the wholly-owned subsidiary is the Argentine Peso. The
financial statements of the subsidiary are translated to United States dollars
in accordance with SFAS No. 52 using period-end rates of exchange for assets and
liabilities, and average rates of exchange for the year for revenues and
expenses. Translation gains (losses) are recorded in accumulated other
comprehensive income (loss) as a component of stockholders’ equity. Foreign
currency transaction gains and losses are included in current
operations.
  l)
              Stock-based
      Compensation
  The
Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments,” using
the fair value method.  The Company has not issued any stock options
or share based payments since its inception.
  m)
              Recently
      Issued Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”.
SFAS 141 (Revised) establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
guidance will become effective for the fiscal year beginning after December 15,
2008. The management is in the process of evaluating the impact SFAS 141
(Revised) will have on the Company’s financial statements upon
adoption.
  In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
become effective for the fiscal year beginning after December 15, 2008. The
management is in the process of evaluating the impact SFAS 160 will have on the
Company’s financial statements upon adoption.


F-8




Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated
Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)


2.
              Summary
      of Significant Accounting Policies
(continued)
  m)
              Recently
      Issued Accounting Pronouncements
(continued)
  In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's consolidated financial statements.
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS No. 157 is to increase consistency and comparability in fair
value measurements and to expand disclosures about fair value
measurements.  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. The adoption of this statement
is not expected to have a material effect on the Company's financial
statements.
  In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, “Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statements No.
109”. FIN 48 clarifies the accounting for uncertainty in income taxes by
prescribing a two-step method of first evaluating whether a tax position has met
a more likely than not recognition threshold and second, measuring that tax
position to determine the amount of benefit to be recognized in the consolidated
financial statements. FIN 48 provides guidance on the presentation of such
positions within a classified statement of financial position as well as on
derecognition, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of this statement is not expected have a
material effect on the Company's consolidated financial statements.
  In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This statement requires employers to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization.  This statement also requires an employer to measure the
funded status of a plan as of the date of its year-end statement of financial
position, with limited exceptions. The provisions of SFAS No. 158 are effective
for employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement did not have
a material effect on the Company's consolidated financial
statements.
  In
September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements.” SAB No. 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying misstatements in
current year consolidated financial statements. SAB No. 108 requires companies
to quantify misstatements using a balance sheet and income statement approach
and to evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 did not have a material effect on the Company’s consolidated financial
statements.




F-9





Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated
Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)


3.       Acquisition
of Incas
  On July
24, 2007, the Company entered into a Stock Acquisition Agreement to acquire all
of the issued and outstanding shares of Incas for consideration of
$1,500.  Pursuant to this agreement, the Company entered into a
Management Agreement with the President and CEO of the Company to provide
management services in consideration of $8,500 per
month.  Additionally, the Company agreed to issue 10% of the then
issued and outstanding share to the President of the Company upon the Company:
(1) receiving a bankable feasibility study on any group of mineral properties
the Company has an interest in and which the President of the Company is
responsible for bringing to the Company; and (2) selling any such properties
before a bankable feasibility study is completed, provided that the President
does not own more than 65% of the then issued and outstanding shares of the
Company. This acquisition has been accounted for using the purchase method of
accounting. The purchase price of $1,500 was allocated entirely to mineral
property costs as the net book value of Incas is nil.  At October 31,
2007, the mineral property costs of $1,500 was charged to operations as the
Company has not yet determined whether there are any proven reserves on the
property.
  
  4.     Property
and Equipment
 
 October
      31,
              October
      31,2007
              2006Accumulated
              Net
      Carrying
              Net
      CarryingCost
              Amortization
              Value
              Value$
              $
              $
              $Furniture
              2,773
              36
              2,737
              –Computer
      and equipment
              570
              29
              541
              –3,343
              65
              3,278
              –
  
 5.      Loan
Receivable
  On July
31, 2007, in conjunction with the mineral property exploration and option
agreement as described in Note 6(b), the Company entered into a loan agreement
(the “Agreement”) with the vendor in exchange for cash proceeds of
$180,000.  Under the terms of the Agreement, the proceeds are to be
used to acquire equipment with the intent to explore and exploit the alluvial
part of the optioned mineral claims held by Incas.  The amount is
unsecured, non-interest bearing, and due on May 1, 2009.  Commencing
December 1, 2007, the Company will receive monthly repayments of $10,000 until
full repayment of the loan.
 
  
 6.  Mineral
Properties
  a)
              On
      September 22, 2006, the Company entered into an agreement with the
      President of the Company to acquire a 100% interest in sixteen mineral
      claims located in the Atlin Mining Division, British Columbia, Canada, in
      consideration for the issuance of 23,700,000 post-forward split shares of
      common stock. The claims are registered in the name of the President, who
      has executed a trust agreement whereby the President agreed to hold the
      claims in trust on behalf of the Company. On March 2, 2007, the Company
      re-staked the sixteen mineral claims into two larger claims and renewed
      the trust agreement with the
President.
  b)
              On
      July 6, 2007, prior to the Company’s acquisition of Incas, Incas entered
      into a mineral property exploration and option agreement with the vendor
      whereby the Company has the exclusive right to explore one mineral claim
      in Argentina with an option to acquire a 100% interest in the mineral
      claim upon fulfilling the conditions set forth: (1) Incas is obliged to
      submit a quarterly report to the vendor with technical data and detailed
      expenses on the mineral claim; (2) Incas will pay to the vendor a 1%
      Foundry Net Return, which can be purchased by Incas for $1,000,000 anytime
      after production commences on the mineral claim; (3) upon completion of
      the option payments, Incas will pay the vendor $3,500,000, less any
      payments made by Incas during the option period; (4)  Incas will
      also pay the vendor $20,000 on June 30, 2008, $40,000 on June 30, 2009,
      and $80,000 on June 30,
2010.




F-10




Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated
Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)





6.     Mineral
Properties (continued)
  Additional
terms of the agreement are:  (1) Within 12 months of signing the
option agreement, Incas will conduct a geological and mining inspection and
audit of the mineral claim; (2) Within 36 months of signing the option
agreement, Incas will make an investment of $1,000,000 in the exploration of the
mineral claim; (3) From June 30, 2011 until the mineral claim is put into
production, Incas will pay the vendor $100,000 bi-annually, with the first
payment due on June 30, 2011.
  c)
                On
      July 6, 2007, Incas entered into a mineral property exploration and option
      agreement whereby the Company has the exclusive right to explore three
      minerals claims in Argentina with an option to acquire a 100% interest in
      the properties upon fulfilling the conditions set forth: (1) Incas is
      obliged to submit to the vendor o a quarterly report with technical data
      and detailed expenses on the mineral claim; (2) Incas will pay to the
      vendor a 1% Foundry Net Return, which can be purchased by Incas for
      $1,000,000 anytime after production commences on the mineral claim; (3)
      upon completion of the option payments, Incas will pay the vendor
      $3,500,000, less any payments made by Incas during the option period;
      (4)  Incas will also pay the vendor $50,000 on June 30, 2008,
      $100,000 on June 30, 2009, and $200,000 on June 30,
      2010.
 Additional
terms of the agreement are:  (1) Within 12 months of signing the
option agreement, Incas will conduct a geological and mining inspection and
audit of the mineral claim; (2) Within 36 months of signing the option
agreement, Incas will make an investment of $1,000,000 in the exploration of the
mineral claim; (3) From June 30, 2011 until the mineral claim is put into
production, Incas will pay the vendor $150,000 bi-annually, with the first
payment due on June 30, 2011.
  
 7.      Related
Party Balances/Transactions
  a)
              During
      the year ended October 31, 2007, the Company recognized a total of $2,250
      (2006 - $3,000) for donated rent at $250 per month and $3,000 (2006 -
      $6,000) for donated services at $500 per month for office space and
      services provided by the former President of the
      Company.  Commencing May 1, 2007, the Company entered into a
      management agreement with the former President of the Company to provide
      management services in exchange for $2,500 per
      month.  Commencing August 1, 2007, the Company entered into an
      agreement with this same individual in his capacity as the Company’s CFO
      and Corporate secretary to provide services in exchange for $3,500 per
      month and rent in exchange for $500 per month.  During the year
      ended October 31, 2007, the Company paid $18,000 (2006 - $nil) as
      compensation for management services and $1,500 (2006 - $nil) for
      rent.
  b)
              On
      July 24, 2007, the Company entered into a management agreement with the
      President of the Company to provide management services in exchange for
      $8,500 per month.  During the year ended October 31, 2007, the
      Company recorded $38,250 of management services provided by the President
      of the Company.
  c)
              As
      at October 31, 2007, the Company is owed $4,120 (2006 - $nil) from the
      former President of the Company for cash advances.  The amount
      owing is unsecured, non-interest bearing, and due on
    demand.
 
 8.      Common
Stock
  a)
              On
      July 25, 2007, the Company issued 1,200,000 post-forward split units at a
      price of $0.50 per unit for proceeds of $600,000.  Each unit
      consists of one common share and one-half of a non-transferable share
      purchase warrant.  Each whole warrant enables the holder to
      purchase one additional common share at a price of $0.75 per share for a
      period of two years.
  b)
              On
      June 28, 2007, the Company issued 1,000,000 post-forward split units at a
      price of $0.40 per unit for proceeds of $400,000.  Each unit
      consists of one common share and one-half of a non-transferable share
      purchase warrant.  Each whole warrant enables the holder to
      purchase one additional common share of the Company at a price of $0.55
      per share for a period of two
years.
  c)
              On
      April 4, 2007, the Company effected a stock split by declaring a stock
      dividend on the basis of five new shares of common stock for every share
      of common stock outstanding.  The issued and outstanding common
      shares increased from 6,727,500 shares of common stock to 40,365,000
      shares of common stock.  All share amounts have been
      retroactively adjusted for all periods
  presented.
  d)
              On
      March 29, 2007, the Company completed a private placement and issued
      600,000 post-forward split shares of common stock at a price of $0.17 per
      share for proceeds of $98,700, net of share issuance costs of
      $1,300




F-11





Soltera
Mining Corp.


(formerly
Atlin Mineral Exploration Corp.)


(An
Exploration Stage Company)


Consolidated
Notes to the Financial Statements


October
31, 2007


(Expressed
in US dollars)


9.      Share
Purchase Warrants
  The
following table summarizes the continuity of the Company’s share purchase
warrants:
  Number
      of
                Warrants
              Weighted
      average exercise price
                $Balance,
      October 31, 2006
              –
              
              –Issued
              1,100,000
              
              0.66Balance,
      October 31, 2007
              1,100,000
              
              0.66
  As at
October 31, 2007, the following share purchase warrants were
outstanding:
  Number
      of Warrants
              Exercise
      Price
              
              Expiry
      Date500,000
              $
      0.55
              
              June
      28, 2009600,000
              $
      0.75
              
              July
      25, 20091,100,000
  
 10.           Commitments
  (a)
              On
      May 22, 2007, the Company entered into a mining exploration agreement with
      Decoors Mining Corp. to provide exploration services to the Company on the
      BC mineral properties from June to September 2007 for
      $14,000.  A payment of $11,000 was made upon signing the
      agreement to be applied to exploration costs and a final payment of $3,000
      is due upon the completion of a geologist report and valid filing with the
      Province of British Columbia.
  (b)
                Refer to Note 6.
  (c)
                On
      July 24, 2007, the Company entered into a management agreement with the
      President of Company to provide management services in exchange for $8,500
      per month.  In addition, the Company committed to issuing 10% of
      the issued and outstanding common shares of the Company once the Company:
      (i) receives a bankable feasibility study on any group of mineral
      properties in which the President if the Company is responsible for
      bringing to the Company; and (ii) sells any such properties before a
      bankable feasibility study is completed, provided that the President of
      the Company does not own more than 65% of the issued and outstanding
      common shares of the Company at any time.  As at October 31,
      2007, the Company has not issued any common shares to the President of the
      Company with respective to the management
  agreement.
    
 11.           Income
Taxes
  Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has net operating losses
carried forward totalling $253,900 for tax purposes which expire commencing in
2024. Pursuant to SFAS No. 109 the Company is required to compute tax asset
benefits for net operating losses carried forward. Potential benefit of net
operating losses have not been recognized in these financial statements because
the Company cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years. For the years ended October
31, 2007 and 2006, the valuation allowance established against the deferred tax
assets increased by $79,400 and $7,600, respectively.


F-12




Soltera
Mining Corp.
 (formerly
Atlin Mineral Exploration Corp.)
 (An
Exploration Stage Company)
 Consolidated
Notes to the Financial Statements
 October
31, 2007
 (Expressed
in US dollars)
 11.           Income
Taxes (continued)
  The
components of the net deferred tax asset at October 31, 2007 and 2006, the
statutory tax rate, the effective tax rate and the amount of the valuation
allowance are indicated below:
 
 October
      31,
                2007
                $
              
              October
      31,
                2006
                $Net
      Operating Loss
              
              253,900
              
              27,150Statutory
      Tax Rate
              
              35%
              
              35%Effective
      Tax Rate
              
              –
              
              –Deferred
      Tax Asset
              
              88,900
              
              9,500Valuation
      Allowance
              
              (88,900)
              
              (9,500)Net
      Deferred Tax Asset
              
              –
              
              –


F-13






Item
8.                      Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.





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





Item 8A.    Controls and
Procedures.





Disclosure Controls and
Procedures





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





Changes in Internal
Controls





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





Item
8B.  Other Information





During
the fourth quarter of the fiscal year covered by this Form 10-KSB, Soltera
reported all information that was required to be disclosed in a report on Form
8-K.





Soltera
is aware of a potential claim dispute on the Zapaleri
Project.  However, management believes that Soltera’s ownership rights
are in good standing.  If Soltera’s ownership rights are lost, Soltera
will promptly file a Form 8-K with the SEC disclosing the loss of the ownership
rights.





PART
III





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





(a)           Identify
Directors and Executive Officers





Each
director of Soltera holds office until (i) the next annual meeting of the
stockholders, (ii) his successor has been elected and qualified, or (iii) the
director resigns.





The
Directors and Officers of Soltera are as follow:





Name
            Age
            Positions
      Held and TenureFabio
      Montanari
            51
            President,
      Chief Executive Officer, Principal Executive Officer, and Director since
      July 24, 2007Nadwynn
      Sing
            48
            Chief
      Financial Officer, Treasurer, Corporate Secretary, Principal Financial
      Officer, Principal Accounting Officer and Director since September 21,
      2005





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





Fabio
Montanari ●  Mr. Montanari (51 years old)has been a director and
officer of Soltera since July 2007.  Mr. Montanari has been a
geologist since 1985.  Mr. Montanari received his Doctor Degree in
Geology in 1985 from the University of Ferrara (Italy).




Page
- 36





Nadwynn
Sing ●  Mr. Sing (48)has been a director and
officer of Soltera since September 2005.  During the past five years,
Mr. Sing has been a private investor in the real estate market in Vancouver,
Canada.  Mr. Sing has been a purchaser of pre-completion condominiums
and selling these condominiums at completion.  Additionally, Mr. Sing
performs property management services on behalf of his elderly parents who own a
number of real estate properties in British Columbia and Alberta, Canada. Mr.
Sing has had no employer during the past five years.





(b)           Identify
Significant Employees





Soltera’s
only significant employees are Fabio Montanari and Nadwynn Sing, the directors
and officers of Soltera.





(c)           Family
Relationships





There are
no family relationships among the directors, executive officers or persons
nominated or chosen by Soltera to become directors or executive
officers.





(d)           Involvement
in Certain Legal Proceedings





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





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





(3)
            No
      director has been 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.





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





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





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





(f)           Nomination
Procedure for Directors





Soltera
does not have a standing nominating committee; recommendations for candidates to
stand for election as directors are made by the board of
directors.  Soltera has not adopted a policy that permits shareholders
to recommend candidates for election as directors or a process for shareholders
to send communications to the board of directors.





(g)           Audit
Committee Financial Expert





Soltera
has no financial expert.  Management believes the cost related to
retaining a financial expert at this time is prohibitive.  Soltera’s
Board of Directors has determined that it does not presently need an audit
committee financial expert on the Board of Directors to carry out the duties of
the Audit Committee.  Soltera’s Board of Directors has determined that
the cost of hiring a financial expert to act as a director of Soltera and to be
a member of the Audit Committee or otherwise perform Audit Committee functions
outweighs the benefits of having a financial expert on the Audit
Committee.





(h)           Identification
of Audit Committee





Soltera
does not have a separately-designated standing audit
committee.  Rather, Soltera’s entire board of directors performs the
required functions of an audit committee.  Currently, Fabio Montanari
and Nadwynn Sing are the only members of Soltera’s audit committee, but do not
meet Soltera’s independent requirements for an audit committee
member.  See Item 12. (c) Director independence below for more
information on independence.




Page
- 37





Soltera’s
audit committee is responsible for: (1) selection and oversight of Soltera’s
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by Soltera’s employees of concerns regarding accounting and auditing matters;
(4) engaging outside advisors; and, (5) funding for the outside auditor and any
outside advisors engaged by the audit committee.





As of
October 31, 2007, Soltera did not have a written audit committee charter or
similar document.





(i)           Code
of Ethics





Soltera
has adopted a financial code of ethics that applies to all its executive
officers and employees, including its CEO and CFO.  See Exhibit 14 –
Code of Ethics for more information.  Soltera undertakes to provide
any person with a copy of its financial code of ethics free of
charge.  Please contact Nadwynn Sing at (604) 732-1304 to request a
copy of Soltera’s financial code of ethics.  Management believes
Soltera’s financial code of ethics is reasonably designed to deter wrongdoing
and promote honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code.





Item
10.  Executive Compensation.





Soltera
has paid $57,750 in compensation to its named executive officers during its
fiscal year ended October 31, 2007.





SUMMARY
COMPENSATION TABLE





Name
      and principal position
              
              (a)
            Year
              
              
              
              (b)
            Salary
              
              ($)
              
              (c)
            Bonus
              
              ($)
              
              (d)
            Stock
      Awards
              ($)
              
              (e)
            Option
      Awards
              ($)
              
              (f)
            Non-Equity
      Incentive Plan
              ($)
              
              (g)
            Non-qualified
      Deferred Compen-
              sation
      Earnings ($)
              (h)
            All
      other compen-sation
              ($)
              
              (i)
            Total
              
              ($)
              
              (j)Fabio
      Montanari
              CEO
              July
      2007 - present
            2005
              2006
              2007
            n/a
              n/a
              38,250
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              nil
            n/a
              n/a
              38,250Nadwynn
      Sing
              CEO
              Sept
      2005–July 2007
              CFO
              Sept
      2005–present
            2005
              2006
              2007
            nil
              nil
              18,000
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              1,500
            nil
              nil
              19,500





Since
Soltera’s inception, no stock options, stock appreciation rights, or long-term
incentive plans have been granted, exercised or repriced.





Currently,
there are no arrangements between Soltera and any of its directors whereby such
directors are compensated for any services provided as directors.





There are
no employment agreements between Soltera and any named executive officer, and
there are no employment agreements or other compensating plans or arrangements
with regard to any named executive officer which provide for specific
compensation in the event of resignation, retirement, other termination of
employment or from a change of control of Soltera or from a change in a named
executive officer’s responsibilities following a change in control, with the
exception of the following:





Pursuant
to the terms and conditions of a management agreement, Soltera has retained the
continued services of Nadwynn Sing for a term of 12 months beginning August 1,
2007 and expiring on July 31, 2008.  Mr. Sing will provide his
services as the chief financial officer of Soltera and his business management
expertise to Soltera in connection with its business
activities.  Soltera will pay Mr. Sing US$3,500 per month for
providing such services and will reimburse Mr. Sing for any reasonable
out-of-pocket expenses that he incurs in fulfilling the terms of this agreement,
including reimbursement for office rent in the amount of US$500 per
month.  Either party may terminate the agreement with 60 days’
notice.  See Exhibit 10.11 – Management Agreement for more
details.




Page
- 38








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





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





(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of
              Beneficial
      Owner[1]
            (4)
              Percent
              of Class[2]common
      stock
            Fabio
      Montanari
              Via
      il Perugino 8
              Cagliari,
      Italy
              09121
            10,700,000
            25.1%


[1]The
      listed beneficial owner has no right to acquire any shares within 60 days
      of the date of this Form 10-KSB from options, warrants, rights, conversion
      privileges or similar obligations excepted as otherwise
    noted.


[2]Based on 42,565,000 shares of common stock issued and outstanding
      as of February 12, 2008.




(b)           Security
Ownership of Management







(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of Beneficial Owner
            (4)
              Percent
              of Class[1]common
      stock
            Fabio
      Montanari
              Via
      il Perugino 8
              Cagliari,
      Italy
              09121
            10,700,000
            25.1%common
      stock
            Nadwynn
      Sing
              1005
      – 289 Drake Street
              Vancouver,
      British Columbia
              V6B
      5Z5     Canada
            500,000
            1.2%common
      stock
            Directors
      and Executive Officers (as a group)
            11,200,000
            26.3%


[1]Based
      on 42,565,000 shares of common stock issued and outstanding as of February
      12, 2008.





(c)           Changes
in Control





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





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





(a)           Transactions
with Related Persons





Since the
beginning of Soltera’s last fiscal year, no director, executive officer,
security holder, or any immediate family of such director, executive officer, or
security holder has had any direct or indirect material interest in any
transaction or currently proposed transaction, which Soltera was or is to be a
participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the
average of Soltera’s total assets at year-end for the last three completed
fiscal years, except for the following:





1.
            Acquisition
      of Property





On
September 22, 2005, pursuant to the terms and conditions of a property agreement
Soltera acquired the Atlin Claims from Nadwynn Sing, Soltera’s
CFO.  Soltera issued 3,950,000 restricted shares of common stock to
Mr. Sing as consideration for the Atlin Claims.  The Atlin Claims are
registered in the name of Nadwynn Sing and are being held in trust on behalf of
Soltera by Mr. Sing pursuant to the terms and conditions of a trust agreement
dated September 22, 2005.  See Exhibit 10.1 – Property Agreement and
Exhibit 10.2 – Trust Agreement for more details.





2.
            Management
      Agreements





Pursuant
to the terms and conditions of a management agreement, Soltera initially
retained the services of Nadwynn Sing for a term of 12 months beginning May 1,
2007 and expiring on April 30, 2008.  Mr. Sing was to provide his
services as the president and chief executive officer of
Soltera.  Soltera paid Mr. Sing US$2,500 per month for providing such
services.  This agreement was terminated on July 31, 2007, and Soltera
entered into another management agreement with Mr. Sing.  Pursuant to
the terms and conditions of the second management agreement, Soltera retained
the continued services of Mr. Sing for a term of 12 months beginning August 1,
2007 and expiring on July 31, 2008.  Mr. Sing will continue to provide
his services as the chief financial officer of Soltera and his business
management expertise to Soltera in connection with its business
activities.  Soltera Mining Corp. will pay Mr. Sing US$3,500 per month
for providing such services and will reimburse Mr. Sing for any reasonable
out-of-pocket expenses that he incurs in fulfilling the terms of this agreement,
including reimbursement for office rent in the amount of US$500 per
month.  See Exhibit 10.3 – Management Agreement and Exhibit 10.11 –
Management Agreement for more details.






Page
- 39




3.
              Acquisition
      of Subsidiary
  Pursuant
to the terms and conditions of a stock acquisition agreement, Soltera acquired
all of the shares of Incas Mineral, S.A. from Fabio Montanari, Soltera’s
President, for the purchase price of $1,500.  Incas is a wholly-owned
subsidiary of Soltera, with 98% of the shares registered in the name of Soltera
and 2% of the shares registered in the name of Fabio Montanari, Soltera’s
president, who is holding the shares in trust for Soltera pursuant to the terms
and conditions of a bare trust.  See Exhibit 10.5 – Stock Acquisition
Agreement and Exhibit 10.12 - Bare Trust for more details.





(b)           Promoters
and control persons





During
the past two fiscal years, Fabio Montanari and Nadwynn Sing have been promoters
of Soltera’s business, but neither Mr. Montanari nor Mr. Sing have received
anything of value from Soltera nor is any person entitled to receive anything of
value from Soltera for services provided as a promoter of the business of
Soltera.





(c)           Director
independence





Soltera’s
board of directors currently consists of Fabio Montanari and Nadwynn
Sing.  Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the
Securities Act, Soltera’s board of directors has adopted the definition of
“independent director” as set forth in Rule 4200(a)(15) of the NASDAQ
Manual.  In summary, an “independent director” means a person other
than an executive officer or employee of Soltera or any other individual having
a relationship which, in the opinion of Soltera’s board of directors, would
interfere with the exercise of independent judgement in carrying out the
responsibilities of a director, and includes any director who accepted any
compensation from Soltera in excess of $200,000 during any period of 12
consecutive months with the three past fiscal years.  Also, the
ownership of Soltera’s stock will not preclude a director from being
independent.





In
applying this definition, Soltera’s board of directors has determined that
neither Mr. Montanari nor Mr. Sing qualify as an “independent director” pursuant
to the same Rule.





As of the
date of the report, Soltera did not maintain a separately designated
compensation or nominating committee.


Soltera
has also adopted this definition for the independence of the members of its
audit committee.  Fabio Montanari and Nadwynn Sing serve on Soltera’s
audit committee.  Soltera’s board of directors has determined that
neither Mr. Montanari nor Mr. Sing is “independent” for purposes of Rule
4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and
nominating committee members, and are not “independent” for purposes of Section
10A(m)(3) of the Securities Exchange Act.






Page
- 40





Item
13.  Exhibits.





(a)           Index
to and Description of Exhibits.





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation of Atlin Mineral Exploration Corp., filed as an Exhibit
      to Soltera’s Form SB-2 filed on January 24, 2006 and incorporated herein
      by reference.
            Filed3.2
            By-Laws
      of Atlin Mineral Exploration Corp., filed as an Exhibit to Soltera’s Form
      SB-2 filed on January 24, 2006 and incorporated herein by
      reference.
            Filed3.3
            Certificate
      of Amendment of Soltera Mining Corp. dated May 30, 2007, filed as an
      Exhibit to Soltera’s Form 8-K filed on May 31, 2007 and incorporated
      herein by reference
            Filed3.4
            Articles of Incorporation of Incas
      (translated).
            Included10.1
            Property
      Agreement dated September 22, 2005 between Atlin Mineral Exploration Corp.
      and Nadwynn Sing, filed as an Exhibit to Soltera’s Form SB-2 filed on
      January 24, 2006 and incorporated herein by reference.
            Filed10.2
            Trust
      Agreement dated September 22, 2005 between Atlin Mineral Exploration Corp.
      and Nadwynn Sing, filed as an Exhibit to Soltera’s Form SB-2 filed on
      January 24, 2006 and incorporated herein by reference.
            Filed10.3
            Management
      Agreement dated May 1, 2007 between Atlin Mineral Exploration Corp. and
      Nadwynn Sing, filed as an Exhibit to Soltera’s Form 8-K filed on May 2,
      2007 and incorporated herein by reference.
            Filed10.4
            Letter
      Agreement dated May 22, 2007 between Atlin Mineral Exploration Corp. and
      Decoors Mining Corp., filed as an Exhibit to Soltera’s Form 8-K filed on
      May 29, 2007 and incorporated herein by reference.
            Filed10.5
            Stock
      Acquisition Agreement dated July 24, 2007 between Soltera Mining Corp. and
      Fabio Montanari, filed as an Exhibit to Soltera’s Form 8-K (Current
      Report) on August 2, 2007 and incorporated herein by
      reference.
            Filed10.6
            First
      Option Agreement dated July 6, 2007 between Antonio Augustin Giulianotti
      and Incas Mineral, S.A. , filed as an Exhibit to Soltera’s Form 8-K
      (Current Report) on August 2, 2007 and incorporated herein by
      reference.
            Filed10.7
            Second
      Option Agreement dated July 6, 2007 between Manuel Bernal Mateo and Incas
      Mineral, S.A. , filed as an Exhibit to Soltera’s Form 8-K (Current Report)
      on August 2, 2007 and incorporated herein by reference.
            Filed10.8
            Share
      Transfer Agreement dated July 24, 2007 between Nadwynn Sing and Fabio
      Montanari, filed as an Exhibit to Soltera’s Form 8-K (Current Report) on
      August 2, 2007 and incorporated herein by reference.
            Filed10.9
            Loan
      Agreement dated July 30, 2007 among Soltera Mining Corp., Incas Mineral,
      S.A., and Antonio Augustin Giulianotti, filed as an Exhibit to Soltera’s
      Form 8-K (Current Report) on August 2, 2007 and incorporated herein by
      reference.
            Filed10.10
            Share
      Transfer Agreement Amendment #1 dated August 20, 2007 between Nadwynn Sing
      and Fabio Montanari, filed as an Exhibit to Soltera’s Form 8-K (Current
      Report) on September 14, 2007 and incorporated herein by
      reference.
            Filed10.11
            Management
      Agreement dated August 29, 2007, between Soltera Mining Corp. and Nadwynn
      Sing, filed as an Exhibit to Soltera’s Form 8-K (Current Report) on
      September 24, 2007 and incorporated herein by reference.
            Filed10.12
            Bare
      Trust dated July 24, 2007.
            Included14
            Code
      of Ethics, filed as an Exhibit to Soltera’s Form 10-QSB (Quarterly Report)
      on September 18, 2007 and incorporated herein by
reference.
            Filed31
            Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
            Included32
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
            Included






Page
- 41





Item
14.   Principal Accounting Fees and Services




(1)
  Audit Fees




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


2007 -
$12,100 – Manning Elliott LLP – Chartered Accountants


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





(2)
  Audit-Related Fees





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




2007 - $0
– Manning Elliott LLP – Chartered Accountants
 2006 - $0
– Manning Elliott LLP – Chartered Accountants





(3)
  Tax Fees





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




2007 -
$1,850 – Manning Elliott LLP – Chartered Accountants
 2006 - $0
– Manning Elliott LLP – Chartered Accountants





(4)
  All Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2007 - $0
– Manning Elliott LLP – Chartered Accountants
 2006 - $0
– Manning Elliott LLP – Chartered Accountants





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





Page
- 42














SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, Soltera
Mining Corp. has caused this report to be signed on its behalf by the
undersigned duly authorized person.





SOLTERA
MINING CORP.





By:/s/ Fabio Montanari





Name:                      Fabio Montanari


Title:                      CEO, President, and Principal
Executive Officer


Dated:                      February 20, 2008











Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of Soltera Mining Corp. and in the capacities and on the dates
indicated have signed this report below.





Signature
            Title
            Date/s/
      Fabio Montanari
            President,
      Chief Executive Officer,
              Principal
      Executive Officer, and
              Member
      of the Board of Directors
            February
      20, 2008/s/
      Nadwynn Sing
            Chief
      Financial Officer, Treasurer,
              Corporate
      Secretary, Principal Financial Officer, Principal Accounting Officer,
      and
              Member
      of the Board of Directors
            February
      20, 2008







Page
- 43











Exhibit
3.4

















Page
- 44




NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508182
   
 FIRST
TESTIMONY.- No 387.- PUBLIC DEED NUMBER THREE HUNDRED EIGHTY SEVEN.- ARTICLES OF
INCORPORATION  OF THE COMPANY “INCAS MINERAL, S.A.”.- In the City of
San Salvador de Jujuy, Capital of the Province of Jujuy, Republic of Argentina
on the Sixth day of the month of July of the year Two Thousand and Seven, before
me, CESAR RICARDO FRIAS, Acting Notary Public with Registry Thirty Six, appear
Mr. FABIO
MONTANARI, Italian, with Passport from the European Union, Italian
Republic number E571059, CDI 20-60346433-9, single, with domicile at Doctor
Aparicio Street, No six hundred sixty seven of the Borough of Nieva of this City
and Mr. RODOLFO IVAN
RANZONI, Argentinean, with National Identity Document 22616821, CUIT
20-22616821-5, Married once with Claudia Karina Giulanotti, with domicile at
Doctor Aparicio Street, No six hundred sixty seven of the Borough of Nieva of
this City, able persons, to my knowledge both of full age, I give faith.- As the
appearing persons through this act meet and after consideration made for the
need to satisfy common necessities, resolve to establish a CORPORATION, that
will be regulated by the provisions of Law 19950 and its amendments and
complementation.- I) For that effect it is put into consideration the BY LAWS OF
THE CORPORATION whose clauses are established as follows: ARTICLE
FIRST:
   
 Page
- 45
 
 
  CORPORATE
NAME, DOMICILE: Is incorporated INCAS MINERAL, S.A., with corporate domicile in
the City of San Salvador de Jujuy, Doctor Manuel Belgrano Department of this
Province, at Doctor Aparicio Street, No six hundred sixty seven of the Borough
of Nieva of this City with ample powers to install agencies, branches,
correspondents, special domiciles and any other kind of specie or representation
anywhere in the country or abroad.- ARTICLE SECOND: TERM:
Its term will be of NINETY NINE YEARS (99), starting its record in the Public
Registry of Commerce of our Province.- By resolution of Extraordinary General
Assembly taken from the provisions of Article 244 of Law 19550, could be amended
or extended the term or arranged its anticipated dissolution for which it will
require a majority of eighty (80) percent of votes of the total amount of
partners.- ARTICLE
THIRD: CORPORATE PURPOSES: The corporation has the purposes to conduct on
its own and/or through third persons and/or through association to third persons
and/or with participation of third persons in the country or abroad, the
following activities and/or operations: The exploitation, exploration of mines
in all its forms and its related activities, mineral treatment, craftsmanship,
industrialization in all
   Page
- 46
 
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508183
 
 Its
orders, product export, import for itself or third persons of items, tools,
machinery or mining product and in fact, the exploitation, industrialization and
trade of material or product related direct or indirectly with mining.- The
mining activity can be conducted with the addition of self services or from
third persons, in the country or abroad.- To conduct its purpose the corporation
can perform individually or in partnership or associated with third persons or
groups of management collaboration or any other form of association.- ARTICLE FOURTH: To
conduct and/or execute the corporate purpose the corporation can perform all
kind of legal act, implied or expressively authorized by Laws without
restrictions of any nature, of any kind or manner whatsoever, as long as they
are related direct or indirectly with the execution of purposes.- ARTICLE FIFTH:
CAPITAL STOCK: The Capital stock will be up to the amount of NINETY THOUSAND
pesos, represented by ONE HUNDRED AND EIGHTY (180) “A“  SERIES COMMON
SHARES,  nominative, non endorsable, with par value of FIVE HUNDRED
pesos each ($500) and with right to five votes, each share.- The capital stock
can be increased five time its value by decision of the Ordinary General
Assembly (Articles Assembly (Articles
 
 Page
- 47
 
 
 188 and
235 of Law 19550 and its amendments).- The Assembly can delegate in the Board of
Directors the time of issue and the conditions and ways to pay the integration
of shares.- ARTICLE
SIXTH: TRANSFERABILITY OF SHARES: Shares can be freely transferred
between shareholders or third persons, with duly communication effectively to
the corporation of such assignment.- ARTICLE SEVENTH:
TITLES AND SHARES: The titles representing shares and temporary certificates,
will contain the provisions prescribed in Articles 211 and 212 of Law 19550.
Without prejudice, if the Board of Directors see it fit, will follow the system
of notarized share accordingly to Article 208 of the Law of Commercial
Companies.- ARTICLE
EIGHTH: PREFERENCE RIGHT: Shareholders will have Preference Right and
right to Increase the subscription of new issue of shares proportionally to
their respective possession, unless the issue of special destination to the
interest of the corporation being formed, in the conditions prescribed in
Article 197 of Law 19550.- ARTICLE NINTH:
DEFAULT: In case of default in the integration of shares the Board of Directors
can choose any of the procedures of Article 173 of Law 19550. ARTICLE TENTH:
TRANSFER OF NOMINATIVE SHARES NON ENDORSABLE: The
 
 
 
 
 Page
- 48
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508184
 
 Transfer
of nominative shares non endorsable and of Rights applied to them, must be
notified in writing (effectively) to the Board of Directors of the Corporation
to order the register of shares, then being effective before the corporation and
third persons from the moment of registry or record.- ARTICLE ELEVENTH: ON
BONDS: The corporation can issue Bonds of Fruition and Participation according
to conditions established from Article 227 to 232 of Law 19550.- ARTICLE TWELFTH: The
corporation can incur in debts from public or private creditors, through the
issue of bonds or negotiable paper with guarantee, common or special,
convertible or not, according to the provision established in Section VII from
Chapter II of Law 19550.- ARTICLE THIRTEENTH:
BOARD OF DIRECTORS ORGANIZATION AND PERFORMANCE: The direction and management of
the Corporation will be in the hands of the Board of Directors formed by members
established by the Assembly between a minimum of ONE (1) and a maximum of five
(5) with three charges.- The Assembly can choose equal or less number of
deputies for the same term to fill the vacancies caused and will be part of the
Board of Directors in the order of election.- The Board of Directors will
session with the presence of the absolute majority of its members and its
resolutions will
 
 
 Page
- 49
 
 
 
 be taken
with the majority of votes of members present. In case of tied vote the
President will break the tied vote by voting again.- In its first meeting the
Board of Directors will appoint a President, a Vice-President and a Secretary.-
The Board of Directors will meet at least once every thirty days, communicating
the agenda at least three days before the meeting. Also, any Director and/or
Member can request a meeting of the Board and set the matter to be discussed.-
The Assembly will determine the pay for the Board of Directors.- ARTICLE FOURTEENTH:
The Directors must deposit as a guarantee the sum of ONE
THOUSAND  pesos ($100,000) in cash or shares from another corporation,
with a Promissory Note non negotiable or other goods that will subside until the
approval of its performance or by expressed waive or resolved transaction
accordingly to what is prescribed in Article 275 of the Law of Commercial
Companies.- ARTICLE
FIFTEENTH: BOARD OF DIRECTORS POWER AND REPRESENTATION:  The
Board of Directors has extended powers of administration.- It is prohibited
expressly to the Board of Directors to grant warrants and/or guarantees from the
corporation to third persons.- The Legal Representation of the corporation will
be on the hands of the President of the Board and in his absence by the Vice
President or by the directors for special occasions and duly authorized by the
Board of Directors.-
 ARTICLE
SIXTEENTH:
 
 
 Page
- 50
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508185
 
 SUPERVISION:
According to Article 284 of Law 19550 and its amendments, Syndication is waived
and the supervision will be in the hands of the shareholders.- ARTICLE SEVENTEENTH:
ASSEMBLIES: The meetings, ordinary or extraordinary, can be summoned
simultaneously on first and second notice, in the form established on Article
237 of Law 195500, in which case, will take place in second notice the same
date, an hour after the failure of the first. ARTICLE EIGHTEENTH:
QUORUM: Quorum and majority are prescribed accordingly to Articles 234 and 244
of the Law 19550, according to the kind of Assembly, Summons and matter to be
discussed.- ARTICLE
NINETEENTH: FINANCIAL AND ECONOMY EXECUTION. The economy control ends on
the thirty first day of December each year. At the end of the corporate control
the accounting statements will be made according to the legal provisions,
regulations and current techniques.- In the corporate domicile must be copies of
records, balance sheets, administration resulting statement and evolution of net
profit statement., as well as notes, complementary reports and attached charts.-
said documents must be available to shareholders with no less than fifteen days
prior to the meeting summoned for that purpose.- The net profit made
will
 
 
 
 Page
- 51
 
 
 Destined
to a) reach legal reserved fund from five percent to twenty percent.- b) pay the
Board of Directors and Members.- c) Dividends of Common Shares, or to
Facultative or Provision reserve funds according to Article 70 of Law 19550, to
new account or any destination disposed by the Assembly. Dividends must be paid
proportionally to each integration, within a year of its validation. ARTICLE TWENTIETH:
DISSOLUTION AND LIQUIDATION: Once made the dissolution of the corporation, its
liquidation will be in the hands of the acting Board of Directors at that
moment, under he supervision of Members, paying off debts and paying back the
capital, the remains will be shared proportionally to the shareholders
accordingly to their share.- II.- After carefully studying of the clauses it is
resolved to unanimously approved THE BYLAWS OF THE CORPORATION named INCAS
MINERAL, S.A. which clauses are shown above. Also it is expressed that the
Capital Stock is subscribed by: Mr. Fabio Montanari the amount of ONE HUNDRED
SEVENTY(170) SHARES for a total of EIGHTY FIVE THOUSAND PESOS ($85,000) and
Rodolfo Ivan Ranzoni the amount of TEN SHARES (10) for a total of FIVE THOUSAND
PESOS ($5,000) The shareholders make twenty five percent in this act and the
balance in money
 
 
 
 Page
- 52
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508186
 
 Or goods
until the period of two years.- Also it is resolved to appoint as a Member of
the Board of Directors Mr. Fabio Montanari and this Assembly agrees the Board of
Directors formed by one member who will perform as President, who signs this
accepting the charge conferred by the Assembly.- III) Also, it is resolved to
order the notarization and administration approval of this to the undersigned
Notary who is authorized to proceed with all requirements for the Registry of
the Corporation in the Public Registry of Commerce of the Province of Jujuy.-
With no further matter to discussed the meeting of partners and incorporation is
adjourned.- After read and ratified is signed as customary before me the Acting
Notary Public who give faith. There are two signatures of the appearing
persons.- Before me, my signature and seal.- IT IS ACCORDING to its original
presented before me, to folio 820 of Protocol A of mi office.- I issue this
first testimony which I sign and seal in the place and date of its notarization
I give faith.-
  UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC SEAL
 
 THIS IS
AN OFFICIAL AND TRUE TRANSLATION OF THE ORIGINAL
DOCUMENT,        Panama, July 10th,
2007
 
 
 
 Page
- 53
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508655
 
 FIRST TESTIMONY.- No 388.-
PUBLIC DEED NUMBER THREE HUNDRED EIGHTY EIGHT.- SPECIAL POWER OF
ATTORNEY  CONFERRED BY RODOLFO IVAN RANZONI.- In the City of
San Salvador de Jujuy, Capital of the Province of Jujuy, Republic of Argentina
on the Sixth day of the month of July of the year Two Thousand and Seven, before
me, CESAR RICARDO FRIAS, Acting Notary Public with Registry Thirty Six, appear
Mr. RODOLFO IVAN
RANZONI, Argentinean, with National Identity Document 22616821, Married
once with Claudia Karina Giulanotti, with domicile at Doctor Aparicio Street, No
six hundred sixty seven of the Borough of Nieva of this City, to my knowledge
both of full age, I give faith.- As the appearing person confers irrevocably
SPECIAL POWER OF ATTORNEY for the term of five years to FABIO MONTANARI,
Italian, with Passport from the European Union, Italian Republic number E571059,
on his name and behalf proceed to sell, assign and transfer to his favor or to
third persons for the price, term and conditions deem necessary, the shares he
has and belonging to him in the corporation formed to date by means of Public
Deed three hundred eighty seven, presented before me, in this Registry to my
office named “INCAS MINERAL, S.A.”.- For that purpose is authorize to sell,
assign and transfer without rendering account the mentioned shares, to sign and
subscribe the
 
 
 Page
- 54
 
  Private
or public documents needed, to collect and receive, give receipts, payment notes
and also to execute acts necessary for that purpose in the defense and interest
of the Conferrer for the execution of the purpose for which it is granted. Being
this Power simply declaratory and not restricted.- Present in this act Mrs.
CLAUDIA KARINA GIULIANOTTI, Argentinean, National Identity Document 22616821,
spouse of conferrer who grants conformity and acceptance of the Power
conferred.- After read and ratified they signed as customary before me, the
Acting Notary Public I give faith. There are two signatures of the appearing
persons.- Before me, my signature and seal.- IT IS ACCORDING to its original
presented before me, to folio 825 of Protocol A of mi office.- For the
Interested Person I issue this first testimony which I sign and seal in the
place and date of its notarization I give faith.-
  UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC SEAL
 
 THIS IS
AN OFFICIAL AND TRUE TRANSLATION OF THE ORIGINAL
DOCUMENT,        Panama, July 10th,
2007


Page
- 55















Exhibit
10.12

















Page
- 56




BARE
TRUST
 
 
 
 The
undersigned, Fabio
Montanari, of Calle Espinosa 702, Jujuy, Argentina,
DECLARES:
 
 1.  
     THAT the interest in 18 common shares (the “Shares”) in the capital of
Incas Mineral, S.A., a company to be incorporated and organized in the
jurisdiction of Argentina, were not purchased with his money and the undersigned
has no beneficial interest in the Shares, either directly or indirectly, but the
Shares are owned by and controlled by the beneficial owner listed in Schedule
“A” attached to this bare trust (the “Owner”) and is held by the
undersigned as Trustee for the Owner, AND THE UNDERSIGNED COVENANTS AND AGREES
to deal with the Shares in such manner as the Owner may from time to time
direct.
 
 2.  
     THAT the undersigned has no rights or privileges in the
Shares and has no interest or claim in any monies arising from the sale or
transfer of the Shares, AND THE UNDERSIGNED COVENANTS AND AGREES to deal with
any of the said rights and privileges and monies that come into his hands in
such manner as the Owner may direct all at the Owner’s expense.
 
 3.           THAT
THE UNDERSIGNED COVENANTS AND AGREES to notify the Owner immediately upon
receiving any notice, information or documents pertaining to the
Shares.
 
 Dated:  July 24,
2007
 
 
 
 /s/Fabio
Montanari  Fabio
Montanari
 
 
 
  Page
- 57
  Schedule
“A”
 
 Schedule
“A” to the Bare Trust dated July 24, 2007
 with
Fabio Montanari acting as trustee
 
 
 Beneficial
Owner of Shares
 
 Beneficial
      Owner
              Address
              Number
      of SharesSoltera
      Mining Corp.
              1005
      – 289 Drake Street
                Vancouver,
      British Columbia, V6B 5Z5, Canada
              18
      common





Page
- 58













Exhibit 31




















Page
- 59




SOLTERA
MINING CORP.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION




I, Fabio
Montanari, certify that:




1.  
I have reviewed this annual report on Form 10-KSB of Soltera Mining
Corp.;




2.  Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;




3.  Based
on my knowledge, the consolidated financial statements, and other financial
information included in this report, fairly present in all material respects the
consolidated financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this
report;




4.  The
small business issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;




(c)
Evaluated the effectiveness of the small business issuer’s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and




(d)
Disclosed in this report any change in the small business issuer’s internal
control over financial reporting that occurred during the small business
issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer’s internal
control over financial reporting; and




5.  The
small business issuer’s other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the small business issuer’s auditors and the audit committee of the small
business issuer’s board of directors (or persons performing the equivalent
functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer’s internal control over
financial reporting.






Date:  February
20, 2008






/s/
Fabio Montanari


Fabio
Montanari


Principal
Executive Officer







Page
- 60




SOLTERA
MINING CORP.


CERTIFICATIONS
PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION




I,
Nadwynn Sing, certify that:




1.  
I have reviewed this annual report on Form 10-KSB of Soltera Mining
Corp.;




2.  Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;




3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods presented in this report;




4.  The
small business issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;




(c)
Evaluated the effectiveness of the small business issuer’s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and




(d)
Disclosed in this report any change in the small business issuer’s internal
control over financial reporting that occurred during the small business
issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer’s internal
control over financial reporting; and




5.  The
small business issuer’s other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the small business issuer’s auditors and the audit committee of the small
business issuer’s board of directors (or persons performing the equivalent
functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer’s internal control over
financial reporting.






Date:  February
20, 2008






/s/
Nadwynn Sing


Nadwynn
Sing


Principal
Financial Officer







Page
- 61














Exhibit
32


















Page
- 62




CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002








In
connection with the Annual Report of Soltera Mining Corp. (the “Company”) on
Form 10-KSB for the period ending October 31, 2007 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Fabio Montanari,
Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:






(1)
        The Report fully complies with the requirements of section 13(a) or
      15(d) of the Securities Exchange Act of 1934;
  and




(2)
        The information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Company.













/s/
Fabio Montanari


Fabio
Montanari


Principal
Executive Officer






February
20, 2008




Page
- 63




CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002






In
connection with the Annual Report of Soltera Mining Corp. (the “Company”) on
Form 10-KSB for the period ending October 31, 2007 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Nadwynn Sing,
Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:




(1)
        The Report fully complies with the requirements of section 13(a) or
      15(d) of the Securities Exchange Act of 1934;
  and






(2)
        The information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Company.













/s/
Nadwynn Sing


Nadwynn
Sing


Principal
Financial Officer






February
20, 2008







Page
- 64