UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended  September 30,
      2009[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:333-156091





Jedediah Resources Corp.(Exact
      name of registrant as specified in its charter)Nevada
            N/A(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)100
      – 111, 5th Ave., S.W., Suite 304
              Calgary, Alberta, Canada
            T2P 3Y6(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number:  (403)
      481-9504Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not applicable





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes
[  ]       No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[  ]       No
[X]





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [  ] No
[X]








Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
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-K
or any amendment to this Form 10-K. Yes
[X]       No
[  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]





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





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
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not available.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  9,940,000 as of December 16,
2009.











Table of Contents


TABLE OF
CONTENTS








PagePART IItem 1.
            Business
            1Item 1A.
            Risk Factors
            12Item 1B.
            Unresolved Staff Comments
            12Item 2.
            Properties
            12Item 3.
            Legal Proceedings
            13Item 4.
            Submission of Matters to a Vote of Security
      Holders
            13PART IIItem 5.
            Market for Registrant’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
            13Item 6.
            Selected Financial Data
            15Item 7.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            15Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            16Item 8.
            Financial Statements and Supplementary
    Data
            16Item 9.
            Changes In and Disagreements With Accountants on
      Accounting and Financial Disclosure
            18Item 9A(T).
            Controls and Procedures
            18Item 9B.
            Other Information
            19PART IIIItem 10.
            Directors, Executive Officers and Corporate
      Governance
            19Item 11.
            Executive Compensation
            21Item 12.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            23Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence
            24Item 14.
            Principal Accountant Fees and Services
            24





PART IVItem 15.
            Exhibits, Financial Statement Schedules
            25








2
 Table of Contents


PART I


Item 1.   Business





Business of
Company





We are an
exploration and development stage company that intends to engage in the
exploration and development of mineral properties.  We have
acquired an option to obtain an 85% interest in a mineral claim that we refer to
as the Bragg Claim. Exploration of this mineral claim is required before a final
determination as to its viability can be made.





Location
and Access





The Bragg
Claim is located approximately 78 miles north by north-west of the central
British Columbia city of Prince George, approximately 25 miles south of the town
of McKenzie and approximately 5 miles west of the hamlet of McLeod Lake. Access
to the property is by way of logging roads, extending north and west from McLeod
Lake. Prior to logging, access was by way of helicopter only.
















3
 Table of Contents





Physiography
and Vegetation





The area
lies between approximately 2,400 feet and 3,000 feet of elevation. The climate
is typical of the interior of British Columbia with long cold winters and
moderate to warm summers. Geological field work can be accomplished from May to
October, but snow may hamper winter work.





Property
Option Agreement





The Bragg
Claim is held 100% by Mr. Donald Bragg. The claim, Tenure # 593568, covers
approximately 594 hectares. The entire area enclosed by the mineral claim is
approximately 1,467 acres, or approximately 2.3 square miles. The claim is in
good standing with the Province of British Columbia until January 31,
2011.





In order
to extend the expiry dates of a mineral claim, the British Columbia government
requires either (1) completion of exploration work on the mineral claim valued
at an amount stipulated by the government and the payment of a filing fee; or
(2) payment to the Province of British Columbia an amount equal to the combined
value of the exploration work stipulated and the filing fee in lieu of
completing exploration work.  When exploration work valued at an
amount stipulated by the government is completed and a filing fee is remitted to
the Province of British Columbia, the expiry dates of the mineral claim can be
extended for a maximum of 10 additional years.  In the event that no
exploration work is completed and a filing fee is paid to the Province of
British Columbia in lieu of completing exploration work, the expiry dates of the
mineral claim can be extended for a maximum of only one additional year each
year.





Under the
terms of the Property Option Agreement (“POA”) between Mr. Donald Bragg, Opal
Resources Canada Ltd. (an unrelated company controlled by Robert Yorke-Hardy),
and JRE, our wholly owned mining exploration subsidiary, we acquired an option
to acquire an 85% interest in the Bragg Claim. We and Mr. Bragg also contracted
with Opal to conduct and oversee all facets of the exploration programs to be
conducted on the claim.





Under
that Agreement, we paid Mr. Bragg an initial sum of CDN$1 to acquire the option
and are required to make the following payments in order to exercise that
option: $1,850 (CDN$2,000) upon the execution of the POA (which we have paid),
$1,842 (CDN$2,000) prior to October 31, 2009 (for which a promissory note
was issued on October 31, 2009), and an additional $4,606 (CDN$5,000) prior
to October 31, 2010.  In addition, we must incur the following amounts in
exploration expenditures in order to exercise our option: an aggregate of
$12,804 (CDN$15,000) prior to October 31, 2009; an aggregate of $24,256
(CDN$28,000) prior to October 31, 2010; and an aggregate of $169,790
(CDN$186,000) prior to October 31, 2011.  We can exercise our
option at any time prior to October 31, 2011 if we complete aggregate payments
of $8,298 (CDN$9,000) to Mr. Bragg and incur an aggregate of $169,790
(CDN$186,000) in exploration expenses on the Bragg Claim.





We will
either satisfy the payment terms of the Property Option Agreement in the time
frame provided, thereby resulting in us exercising this option or we will fail
to satisfy the payment terms and be in default of the Property Option
Agreement.  If we are in default of the Property Option Agreement, the
optionor can terminate Property Option Agreement if we fail to cure any default
within 45 days after the receipt of notice of default.  Our option
will expire if we are in default of the Property Option Agreement and fail to
cure any default within 45 days after the receipt of notice of
default.








4
 Table of Contents





Under the
Property Option Agreement, we will acquire an 85% interest in the Bragg Claim
and Mr. Bragg will hold the remaining 15% interest if we exercise our option.
Opal is the operator of the Bragg Claim. Mr. Bragg is the owner and optionor of
the mineral claim and he is responsible for maintaining the mineral claim in
good standing with the B.C. Mineral Titles Branch. Opal is responsible for
conducting the exploration activities on the property in accordance with the B.P
Price Geological Consultants Ltd. Geological Report dated October 3,
2008.  Between research, mobilization, demobilization and a site
visit, Opal is expected to expend one to two weeks for the first year
exploration phase and additional one to two weeks during the second year
exploration phase. The amount of Opal’s time required past these phases cannot
be determined at this time.





Joint Venture





Opal has
completed the fieldwork required for the first phase of our mineral exploration
program. We have received the Geological Summary Report which is under
consideration by our board of directors at this time.





Upon the
completion of both the first and second year exploration phases, we intend to
request that our Geological Consultants review the results of the exploration
program and report back to us with recommendations, if any, with regard to
further exploration programs. Further phases beyond the first and second year of
our exploration program will be dependent upon a number of factors such as our
Geological Consultant’s recommendations and our available funds.





In the
event that we exercise our option, the Property Option Agreement requires that
we, and a sole purpose company to be formed by Mr. Donald Bragg, will enter into
a formalized joint venture. We have not entered into such an agreement at the
present time and the terms discussed herein are a discussion of the expected
terms of such proposed joint venture agreement. We intend to continue to
contract with Opal to oversee and conduct mining operations. In the event that
Opal chooses not remain the operator of the Bragg Claim, and provided that our
board of directors and our consulting geological firm favor further exploration,
we intend to seek out a candidate with similar qualifications to those of Opal
and contract with such persons or parties.





The
purpose of the proposed joint venture will be to further explore the property
containing the Bragg Claim with the eventual goal of putting the property into
commercial production should both a feasibility report recommending commercial
production be obtained and a decision to commence commercial production be made.
The feasibility report refers to a detailed written report of the results of a
comprehensive study on the economic feasibility of placing the property or a
portion of the property into commercial production. It is possible that results
may be positive from the exploration program, but not sufficiently positive to
warrant proceeding at a particular point in time. World prices for minerals may
dictate not proceeding.  Due to the fluctuation in the prices for
minerals, it is also possible that mineral exploration ventures may not be
profitable, resulting in our inability to attract funding from investors to
finance further exploration.





Under the
terms of the proposed joint venture agreement, we expect that both parties will
agree to associate and participate in a single purpose joint venture to carry
out the project. Beneficial ownership of the property will remain in each
party’s name proportional to its respective interest.  Subsequent to
the initial exploration program costs that we will bear, future costs are to be
met by each party in proportion to its interest.








5
 Table of Contents





If we
exercise our option and the joint venture is formed, our initial interest in the
joint venture shall be 85% and Bragg’s company to be formed, which we refer to
as “Braggco,” will be 15%. The interest of each party may be reduced and the
other party’s interest increased by an amount equal to the share of the
exploration costs they would be obliged to pay. If the interest of either us or
Braggco is reduced to less than 5%, then that party will be deemed to have
assigned their interest to the other party, and their sole remuneration and
benefit from the proposed joint venture agreement will be a Royalty equal to 21⁄2%
of the net profits. The respective interest of each party in the joint venture
could be increased or decreased from time to time if any or all of the following
events occur: (1) a party fails to pay its proportionate share of the costs; (2)
a party elects not to participate in the program, and/or; (3) a party elects to
pay less than its proportionate share of the costs for a program. If these terms
operate to cause a party’s interest in the Bragg Claim to be reduced to 5% or
less, that party will assign and convey its interest to the other party and will
receive a royalty equal to 2.5 % of the net profits of production.





The
Property Option Agreement provides that Opal as the initial operator will have
the same rights, duties, and responsibilities in the event that he was the
operator under the proposed Joint Venture Agreement.





The
operator has the full right, power and authority to do everything necessary or
desirable to carry out a program and the project and to determine the manner of
exploration of the property. A management committee consisting of one
representative of each party will oversee the operator and manage or supervise
the management of the business and affairs of the joint venture. Each
representative may cast that number of votes that is equal to that party’s
interest. A simple majority of the management committee prevails and the
management committee’s decisions made in accordance with the proposed joint
venture agreement are binding on all parties. The proposed Joint Venture
Agreement contemplates that the agreement will stay in effect for so long as any
part of the property or project is held in accordance with the agreement, unless
earlier terminated by agreement of all parties.





Geological
Report





We
selected the Bragg mineral property based upon a geological report prepared by
our geological consultant’s firm. The report, authored by Barry Price, M.Sc.,
P.Geo. recommends that we launch an initial exploration program on the Bragg
Claim stated to cost us approximately $13,050 (CDN$15,000) for Phase I
(first year) of the exploration program, $11,300 (CDN$13,000) for Phase II
(second year), and $137,400 (CDN$158,000) for Phase III (third year). The terms
of the Property Option Agreement require us to incur an aggregate of $169,790 in
mineral exploration expenses on the Bragg Claim prior to October 31,
2011.





We have
engaged the services of B.J. Price Geological Consultants Inc. as our consulting
geologist’s firm. Mr. Barry Price M.Sc. P.Geo., of that firm has prepared a
Geological Report on the Bragg Claim. Upon the conclusion of both our first and
second year exploration programs, we will engage the services of our consulting
geologist to review the findings of exploration on the Bragg Mineral Claim and
to make recommendations, if any, with regard to future exploration
programs.








6
 Table of Contents





Mr. Barry
J. Price, the principal officer and director of B.J. Price Geological
Consultants Inc., is a graduate of the University of British Columbia where he
obtained a B.Sc. Degree in Honors Geology in 1965 and subsequently obtained a
Master of Science degree in Economic Geology from the University of British
Columbia in 1972. He is a member of the Association of Professional Engineers
and Geoscientists of British Columbia. He has practiced his profession
continuously since 1972.





The
property that is the subject of the Bragg Claim is undeveloped and does not
contain any open-pit or underground mines which can be rehabilitated. There is
no commercial production plant or equipment located on the property that is the
subject of the mineral claim. There is no power supply to the mineral
claim.





Opal has
completed the fieldwork required for the first phase of our mineral exploration
program. We have received the Geological Summary Report which is under
consideration by our board of directors at this time. Our exploration program is
exploratory in nature and there is no assurance that mineral reserves will be
found.





Bragg
Mineral Claim





The Bragg
Claim is located within the Omineca Mining Division of British Columbia, and is
located at geographic coordinates Latitude: 55 deg 55’54”N, and Longitude: 123
deg 12’00”W. It is located on the N.E. side of Des Creek above its confluence
with the McLeod River and approximately 5 miles west of the McLeod Lake
settlement on the John Hart Highway (B.C. route 97).





There is
no electrical power in the vicinity of the mineral claim. Logistically the area
is remote. Some supplies are available at McLeod Lake where there is a gas
station and restaurant. Major supplies and services are available in the village
of McKenzie or the city of Prince George





The
Province of British Columbia owns the land covered by the Bragg Claim.
Currently, we are not aware of any native land claim that might affect the title
to the mineral claim or to British Columbia’s title of the property. Although we
are unaware of any situation that would threaten this claim, it is possible that
a native land claim could be made in the future. The federal and provincial
government policy at this time is to consult with all potentially affected
native bands and other stakeholders in the area of any potential commercial
production. If we should encounter a situation where a native person or group
claims an interest in the Bragg Claim, we may choose to provide compensation to
the affected party in order to continue with our exploration work, or if such an
option is not available, we may have to relinquish any interest that we hold in
these claim.








7
 Table of Contents





As owner,
it is Donald Bragg’s responsibility to keep the Bragg Claim in good standing
with the Province of British Columbia. Prior to the expiry dates, Mr. Bragg
plans to file for an extension of the Bragg Claim. In order to extend the expiry
dates of a mineral claim, the government requires either (1) completion of
exploration work on the mineral claim valued at an amount stipulated by the
government and the payment of a filing fee; or (2) payment to the Province of
British Columbia in lieu of completing exploration work. Currently, an
exploration work value of approximately $2,067 is required during each of the
first three years after the Bragg Claim was acquired and an exploration work
value of approximately $4,133 is required in subsequent years. In addition, we
must pay a cash reporting fee of $0.14 per acre every time a report is
filed.  For example, exploration expenditures on the Bragg claim must
be completed and filed with the Province in the amount of approximately $2,067
by January 31, 2009 plus a filing fee of approximately $207 or this entire
amount must be paid to the Province of British Columbia by January 31, 2009.
Similarly, with regard to the Bragg Claim, exploration expenditures in the same
amounts plus the annual filing fee of $207 as above must be completed and filed
with the Province by the corresponding dates in 2010 and in 2011 or this amount
must be paid to the province by those corresponding dates.  A maximum
of ten years of work credit may be filed on a claim.  Incurring our
planned total of $161,750 in exploration expenses through exploration Phase I,
Phase II and Phase III will result in an extension of the expiry dates of the
mineral claim for the maximum of 10 additional years provided that a report and
filing fee of approximately $207 is remitted to the Province of British
Columbia.  In the event that no exploration work is completed and a
filing fee is paid to the Province of British Columbia in lieu of completing
exploration work, the expiry dates of the mineral claim can be extended only for
one additional year on an annual basis into perpetuity.  If the
required exploration work expenditure is not completed and filed with the
Province in any year or if a payment is not made to the Province of British
Columbia in lieu of the required work within this year, the mineral claim will
lapse and title with revert to the Province of British Columbia.





Recommendations
of Our Consulting Geologist





In order
to evaluate the exploration potential of the Bragg claim, our consulting
geologist has recommended that the property be thoroughly mapped and
prospected.  The primary goal of the exploration program is to
identify sites for additional mineral exploration.  Below is the
suggested exploration budget.





Phase 1





DESCRIPTION
            DETAILS
            
            COSTPreparation
      of Base Maps, Air photos
            
            
            $
            870Prospector,
      Sampler
            2
      men x 5 days x $350
            
            
            3,500Vehicle,
      Food Lodging
            
            
            
            870Sample
      analysis, soils, rocks
            50
      soils, 20 rocks
            
            
            2,600Magnetic
      traverses
            
            
            
            440Freight
            
            
            
            170Telephone,
      computer, radios
            
            
            
            260File
      work on claims
            
            
            
            2,600Subtotal
            
            
            
            11,310Contingency
      & Taxes
            
            
            
            1,740GRAND
      TOTAL
            
            
            $
            13,050










8
 Table of Contents





Phase 2





DESCRIPTION
            DETAILS
            
            COSTPermits
            
            
            
            870Prospector,
      Sampler
            2
      men x 5 days x $260
            
            
            2,600Vehicle,
      Food Lodging
            
            
            
            870Sample
      analysis, soils, rocks
            50
      rocks
            
            
            870Magnetic
      survey, VLF EM
            
            
            
            2,600Freight
            
            
            
            170Telephone,
      computer, radios
            
            
            
            260File
      work on claims, Geological report
            
            
            
            870Subtotal
            
            
            
            9,110Contingency
      & Taxes
            
            
            
            2,190GRAND
      TOTAL
            
            
            $
            11,300





Phase 3





DESCRIPTION
            DETAILS
            
            COSTPermits
            
            
            
            4,350Geologist
      and assistant
            2
      men x 20 days x $435
            
            
            17,400Vehicle,
      food, lodging
            
            
            
            3,480Diamond
      drilling
            3
      holes x 770 feet x $37 per foot
            
            
            86,090Sample
      analyses
            100
      samples x $65
            
            
            6,500Freight
            
            
            
            170Telephone,
      computer, radios
            
            
            
            260File
      work on claims, Geological report
            
            
            
            870Subtotal
            
            
            
            119,120Contingency
      & Taxes
            
            
            
            18,280GRAND
      TOTAL
            
            
            $
            137,400





Phase I
of the exploration program consisted of on-site surface reconnaissance, mapping,
sampling, and geochemical analyses. This phase of the program was initially
estimated to cost approximately $13,050.  However, we ultimately spent
$16,157 (CDN$19,207) in exploration expenses to complete Phase I of the
program, which was incurred in the year ended September 30,
2009.





The field
work of this phase is completed and we have received the Geological Summary
Report which is under consideration by our board of directors at this
time.  The final Geological Report of Phase I has cost us
approximately $870.





Having
received the Geological Summary Report, our board of directors, in consultation
with our consulting geologist will assess whether to proceed with additional
mineral exploration programs.  In making this determination to proceed
with a further exploration, we will make an assessment as to whether the results
of the initial program are sufficiently positive to enable us to
proceed.  This assessment will include an evaluation of our cash
reserves after the completion of the initial exploration, the price of minerals,
and the market for the financing of mineral exploration projects at the time of
our assessment.








9
 Table of Contents





Competition





The
mineral exploration industry, in general, is intensely competitive and even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves.





Most
companies operating in this industry are more established and have greater
resources to engage in the production of mineral claims.  We were
incorporated on July 21, 2008 and our operations are not
well-established.  Our resources at the present time are
limited.  We may exhaust all of our resources and be unable to
complete full exploration of the Bragg Claim.  There is also
significant competition to retain qualified personnel to assist in conducting
mineral exploration activities.   If a commercially viable
deposit is found to exist and we are unable to retain additional qualified
personnel, we may be unable to enter into production and achieve profitable
operations.  These factors set forth above could inhibit our ability
to compete with other companies in the industry and enter into production of the
mineral claim if a commercial viable deposit is found to exist.





Numerous
factors beyond our control may affect the marketability of any substances
discovered.  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 us not receiving
an adequate return on invested capital.





Compliance
with Government Regulation





If we
progress to the production phase, production of minerals in the Province of
British Columbia will require prior approval of applicable governmental
regulatory agencies. We cannot be certain that such approvals will be
obtained.  The cost and delay involved in attempting to obtain such
approvals cannot be known in advance.





The main
agency that governs the exploration of minerals in the Province of British
Columbia, Canada, is the Ministry of Energy and Mines.





The
Ministry of Energy and Mines manages the development of British Columbia's
mineral resources, and implements policies and programs respecting their
development while protecting the environment. In addition, the Ministry
regulates and inspects the exploration and mineral production industries in
British Columbia to protect workers, the public and the
environment.





The
material legislation applicable to JRE is the Mineral Tenure Act, which is
administered by the Mineral Titles Branch of the Ministry of Energy and Mines.
The initial phase of our exploration program will consist of the assay analysis
of rock samples and a geological ground survey. The practice in British Columbia
under this act has been to request permission for such a program in a letter to
the B.C. Ministry of Energy and Mines. Permission is usually granted within one
week. Should the Phase II exploration program be undertaken, it would be
intended to refine information garnered in the first phase employing the same
methods of exploration.









10
 Table of Contents











The B.C.
Ministry of Energy and Mines administers the Mines Act, the Health, Safety and
Reclamation Code, and the Mineral Exploration Code. Ongoing exploration programs
likely will be expanded to include activities such as line cutting, machine
trenching and drilling. In such circumstance, a reclamation deposit is usually
required in the amount of $3,000 to $5,000. The process of requesting permission
and posting the deposit usually takes about 2 weeks. The deposit is refundable
upon a Ministry of Energy and Mines inspector’s determination that the
exploration program has resulted in no appreciable disturbance to the
environment.





The
Mineral Tenure Act and its regulations govern the procedures involved in the
location, recording and maintenance of mineral and placer titles in British
Columbia.  The Mineral Tenure Act also governs the issuance of mining
leases, which are long term entitlements to minerals, designed as production
tenures. At this phase in the process, a baseline environmental study would have
to be produced. Such a study could take many months and cost in excess of
$100,000.





All
mineral exploration activities carried out on a mineral claim or mining lease in
British Columbia must be in compliance with the Mines Act.  The Mines
Act applies to all mines during exploration, development, construction,
production, closure, reclamation and abandonment. Additionally, the provisions
of the Health, Safety and Reclamation Code for mines in British Columbia contain
standards for employment, occupational health and safety, accident
investigation, work place conditions, protective equipment, training programs,
and site supervision.  Also, the Mineral Exploration Code contains
standards for exploration activities including construction and maintenance,
site preparation, drilling, trenching and work in and about a water
body.





Additional
approvals and authorizations may be required from other government agencies,
depending upon the nature and scope of the proposed exploration
program.  If the exploration activities require the falling of timber,
then either a free use permit or a license to cut must be issued by the Ministry
of Forests.  Items such as waste approvals may be required from the
Ministry of Environment, Lands and Parks if the proposed exploration activities
are significantly large enough to warrant them.





We will
also have to sustain the cost of reclamation and environmental remediation for
all exploration work undertaken.  Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible.  Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities.  Environmental remediation
refers to the physical activity of taking steps to remediate, or remedy any
environmental damage caused such as refilling trenches after sampling or
cleaning up fuel spills.  Our initial exploration program does not
require any reclamation or remediation because of minimal disturbance to the
ground.  The amount of these costs is not known at this time because
we do not know the extent of the exploration program we will undertake, beyond
completion of the recommended exploration phases described above, or if we will
enter into production on the property. Because there is presently no information
on the size, tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on our earnings or
competitive position in the event a potentially commercially-viable deposit is
discovered.











11
 Table of Contents








Employees





We have
no employees as of the date of this prospectus other than our president and CEO,
Mr. Juvkam-Wold. We conduct our business largely through agreements with
consultants and other independent third party vendors. We do not anticipate
hiring additional employees over the next twelve months.





Research
and Development Expenditures





We have
not incurred any research or development expenditures since our
incorporation.





Environmental
Laws





We have
not incurred and do not anticipate incurring any expenses associated with
environmental laws during the exploratory phases of our operations.





Subsidiaries





We do not
have any subsidiaries other than JRE Exploration Ltd.





Patents
and Trademarks





We do not
own, either legally or beneficially, any patent or trademark.





Item 1A.   Risk Factors.





A smaller
reporting company is not required to provide the information required by this
Item.





Item 1B.   Unresolved Staff Comments





A smaller
reporting company is not required to provide the information required by this
Item.





Item 2.   Properties





The
description of our mineral claims is above under the section entitled
“Business.”





Our
principal offices are located at 100 – 111, 5th Ave., S.W., Suite 304, Calgary,
Alberta, Canada.










12
 Table of Contents








Item 3.   Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





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





No
matters were submitted to a vote of the Company's shareholders during the fourth
quarter ended September 30, 2009.





PART II





Item 5.    Market for Registrant’s Common Equity
and Related Stockholder Matters and Issuer Purchases of Equity
Securities





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “JEDE.OB.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.





Fiscal
      Year Ending September 30, 2009Quarter
      Ended
            
            High
      $
            
            Low
      $September
      30, 2009
            
            N/A
            
            N/AJune
      30, 2009
            
            N/A
            
            N/AMarch
      31, 2009
            
            N/A
            
            N/ADecember
      31, 2008
            
            N/A
            
            N/A








Fiscal
      Year Ending September 30, 2008Quarter
      Ended
            
            High
      $
            
            Low
      $September
      30, 2008
            
            N/A
            
            N/AJune
      30, 2008
            
            N/A
            
            N/AMarch
      31, 2008
            
            N/A
            
            N/ADecember
      31, 2007
            
            N/A
            
            N/A














13
 Table of Contents











Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market 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 penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) 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 of such duties or other
requirements of the securities laws; (c) 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; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) 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 (d) a monthly account statement 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 as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.





Holders of Our Common
Stock





As of
September 30, 2009, we had 9,940,000 shares of our common stock issued and
outstanding, held by 41 shareholders of record.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.  The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:





1.
            we
      would not be able to pay our debts as they become due in the usual course
      of business, or;


2.
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.








14
 Table of Contents











Securities
Authorized for Issuance under Equity Compensation Plans





We do not
have any equity compensation plans.





Item 6.   Selected Financial Data





A smaller
reporting company is not required to provide the information required by this
Item.





Item 7.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.














15
 Table of Contents










Results
of Operations for the Year Ended September 30, 2009 and for the periods from
inception (July 21, 2008) to September 30, 2008 and 2009.




We have
not earned any revenues since our inception.




Since 2008 is only a stub period, comparison of 2009
to 2008 will be meaningless.




Our
operating expenses for the year ended September 30, 2009 were $97,238, which
consisted mainly of accounting and audit fees in the amount of $31,895, legal
fees in the amount of $27,064, mineral property exploration costs of $16,157,
and management fees in the amount of $12,000.  Our operating expenses
for the period from inception (July 21, 2008) through September 30, 2009 were
$129,769, which consisted mainly of accounting and audit fees in the amount of
$32,645, legal fees in the amount of $30,576, stock based compensation in the
amount of $26,000, mineral property exploration costs of $16,157, and management
fees in the amount of $14,234.





We had a
net loss of $97,238 for the year ended September 30, 2009 and a net loss of
$129,769 for the period from inception (July 21, 2008) to September 30,
2009.





Liquidity
and Capital Resources





As of
September 30, 2009, we had total current assets of $7,224. Our total current
liabilities as of September 30, 2009 were $2,375.  Thus, we have
working capital of $4,849 as of September 30, 2009.





Operating
activities used $101,394 in cash for the period from inception (July 21, 2008)
to September 30, 2009. Our net loss of $129,769 was the primary negative
component of our operating cash flow, offset by stock based compensation in the
amount of $26,000. Cash flows provided by financing activities during the period
from inception (July 21, 2008) to September 30, 2009 consisted of $108,618 as
$163,618 in proceeds from the issuance of common stock, offset by $55,000 of
capital stock that was returned to treasury.





In the
event our board of directors, in consultation with our consulting geologist,
chooses to conduct the Phase II mineral exploration program beyond the initial
program, we have insufficient funding on hand to do so. We will require
additional funding through private placements in order to undertake Phase
II exploration costs on the Bragg claim and to cover all of our anticipated
administrative expenses.


Phase II
would entail permits, further sampling and geochemical analyses based on the
outcome of the Phase I exploration program.  The Phase II program will
cost approximately $11,300.  We anticipate commencing this phase in
the Spring of 2010.




The
budget for Phase III of our exploration program is tentative in nature as the
actual exploration program to be undertaken will depend upon the outcomes of the
Phase I and Phase II exploration programs. Phase III of our exploration program,
if undertaken, may commence in the spring or early summer of 2010, and will
consist of further sampling and assaying, and the diamond drilling and drill
core sampling of three, 770 foot holes. It is currently estimated that Phase III
will cost approximately $137,400.







16
 Table of Contents






Additional
funding will be required in the form of equity financing from the sale of our
common stock and from loans from our director in order to proceed with Phase II
of our program on the Bragg Claim and to cover our administrative
expenses.  We cannot provide investors with any assurance, however,
that we will be able to raise sufficient funding from the sale of our common
stock to fund all of our anticipated expenses.  We do not have any
arrangements in place for any future equity financing.  We believe
that outside debt financing will not be an alternative for funding exploration
programs on the Bragg Claim. The risky nature of this enterprise and lack of
tangible assets other than our mineral claim places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated. The
existence of commercially exploitable mineral deposits in the Bragg Claim is
unknown at the present time and we will not be able to ascertain such
information until we receive and evaluate the results of our exploration
program.





Going
Concern





These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that we will
be able to meet our obligations and continue our operations for our next fiscal
year.  Realization values may be substantially different from carrying
values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and
liabilities should we be unable to continue as a going concern. At September 30,
2009, we have working capital which will not be sufficient to sustain operations
and conduct exploration activities over the next twelve months. We have yet to
achieve profitable operations, have accumulated losses of $129,769 since its
inception and expect to incur further losses in the development of our business,
all of which casts substantial doubt about our ability to continue as a going
concern.  Our ability to continue as a going concern is dependent upon
our ability to generate future profitable operations and/or to obtain the
necessary financing from shareholders or other sources to meet our obligations
and repay its liabilities arising from normal business operations when they come
due.  Management has no formal plan in place to address this concern
but considers that we will be able to obtain additional funds by equity
financing and/or related party advances, however there is no assurance of
additional funding being available or on acceptable terms, if at all. Our
independent auditors included an explanatory paragraph in their auditors' report
as a result of substantial doubt in the Company's ability to continue as a going
concern.





Off
Balance Sheet Arrangements





As of
September 30, 2009, there were no off balance sheet arrangements.





Item 7A.   Quantitative and Qualitative Disclosures
About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item 8.   Financial Statements and Supplementary
Data





See the
financial statements annexed to this annual report.











17
 Table of Contents










Item 9.   Changes In and Disagreements with
Accountants on Accounting and Financial


Disclosure





No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ended September 30, 2009.





Item 9A(T).  Controls and Procedures





Disclosure Controls and Procedures





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have
carried out an evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this annual report, being
September 30, 2009. This evaluation was carried out under the supervision and
with the participation of our management, including our President and Chief
Executive Officer.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in our company’s reports filed under the Securities Exchange Act of
1934 is accumulated and communicated to management, including our President and
Chief Executive Officer, to allow timely decisions regarding required
disclosure.





Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, but no
absolute, assurance that the objectives of a control system are met. Further,
any control system reflects limitations on resources, and the benefits of a
control system must be considered relative to its costs. These limitations also
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people or by management override of a control. A design of a control
system is also based upon certain assumptions about potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be
detected.





Based
upon that evaluation, our President and Chief Executive Officer concluded that
our disclosure controls and procedures were ineffective as of the end of the
period covered by this annual report.









18
 Table of Contents








Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934). Management has assessed the effectiveness of
our internal control over financial reporting as of September 30, 2009 based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. As a result of
this assessment, management concluded that, as of September 30, 2009, our
internal control over financial reporting was not effective. Our management
identified the following material weaknesses in our internal control over
financial reporting, which are indicative of many small companies with small
staff: (i) inadequate segregation of duties and effective risk assessment; and
(ii) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of both US GAAP and
SEC guidelines.





We plan
to take steps to enhance and improve the design of our internal control over
financial reporting. During the period covered by this annual report on Form
10-K, we have not been able to remediate the material weaknesses identified
above. To remediate such weaknesses, we plan to implement the following changes
during our fiscal year ending September 30, 2010: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective
risk management; and (ii) adopt sufficient written policies and procedures for
accounting and financial reporting. The remediation efforts set out in (i) is
largely dependent upon our securing additional financing to cover the costs of
implementing the changes required. If we are unsuccessful in securing such
funds, remediation efforts may be adversely affected in a material
manner.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit our company to provide only management’s report in this
annual report.





Item 9B.   Other Information





None


PART III





Item 10.  Directors, Executive Officers and Corporate
Governance





The
following information sets forth the names of our current directors and
executive officers, their ages as of September 30, 2009 and their present
positions.





Name
            Age
            Position(s)
      and Office(s) HeldOla
      Juvkam-Wold
            68
            President,
      Chief Executive Officer, Chief Financial Officer, and
    Director











19
 Table of Contents











Set forth
below is a brief description of the background and business experience of
executive officers and directors.





Ola
Juvkam-Wold.  Mr. Juvkam-Wold is our CEO, CFO, President,
Secretary, Treasurer and sole director. Mr. Juvkam-Wold has extensive business
experience in the fields of Oil and Gas Exploration and Operations, Information
Technology and in the financing of Research and Development Projects. He has
been retired for over 5 years.





Mr.
Juvkam-Wold was born in Norway and was schooled in Norway, Venezuela, Barbados,
and Canada. He holds a BSc. in Chemical Engineering from the University of
Alberta.





Directors





Our
bylaws authorize no less than one (1) director.  We currently have one
Director.





Term
of Office





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





Family
Relationships





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





Involvement
in Certain Legal Proceedings





To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director, executive officer, or  employee: (1) any
bankruptcy petition filed by or against any business  of which such
person was a general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.





Committees
of the Board





Our
company currently does not have nominating, compensation or audit committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our directors believe that
it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the board of
directors.






20
 Table of Contents





Our
company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or shareholders, and make recommendations for election
or appointment.





A
shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President and director, Ola
Juvkam-Wold, at the address appearing on the first page of this annual
report.





Code
of Ethics





September
30, 2009, we had not adopted a Code of Ethics for Financial Executives, which
would include our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.





Item 11.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended September 30, 2009 and the period from July 21,
2008(Date of Inception) to September 30, 2008.








SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Trevor
      Warrener, former officer and director
            2009
              2008
            2,234
            0
            0
            0
            0
            0
            0
            0
              2,234Ola
      Juvkam-Wold,
              CEO,
      CFO, President, Secretary-Treasurer
            2009*
              2008
            0
            0
            26,000
            0
            0
            0
            0
            0
              26,000












21
 Table of Contents





Narrative
Disclosure to the Summary Compensation Table





Our named
executive officer receives $1,000 per month
through his company Oro Enterprises Ltd. with respect to a Corporate Management
Service Agreement with our company. In addition he is entitled to be reimbursed
for expenses incurred on behalf of the company.





Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.





Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of September 30,
2009.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Ola
      Juvkam-Wold
            -
            -
            -
            -
            -
            -
            -
            -
            -





Compensation
of Directors





The table
below summarizes all compensation of our directors as of September 30,
2009.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Ola
      Juvkam-Wold
            -
            -
            -
            -
            -
            -
            -














22
 Table of Contents











Narrative
Disclosure to the Director Compensation Table





We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.





Stock
Option Plans





We did
not have a stock option plan in place as of September 30, 2009.





Item 12.  Security Ownership of Certain Beneficial Owners
and Management and Related


Stockholder
Matters





The
following table sets forth, as of September 30, 2008, the beneficial ownership
of our common stock by each executive officer and director, by each person known
by us to beneficially own more than 5% of the our common stock and by the
executive officers and directors as a group. Except as otherwise indicated, all
shares are owned directly and the percentage shown is based on 9,940,000 shares
of common stock issued and outstanding on September 30, 2008.





Title
      of class
            Name
      and address of beneficial owner
            Amount
      of beneficial ownership
            Percent
      of class*Common
            Ola
      Juvkam-Wold       307 - 15th
      Street, N.W., Calgary, Alberta
            5,500,000
            55.33%Common
            Total
      all executive officers and directors
            5,500,000
            55.33%Common
            5%
      ShareholdersNone





As used
in this table, "beneficial ownership" means the sole or shared power to vote, or
to direct the voting of, a security, or the sole or shared investment power with
respect to a security (i.e., the power to dispose of, or to direct the
disposition of, a security). In addition, for purposes of this table, a person
is deemed, as of any date, to have "beneficial ownership" of any security that
such person has the right to acquire within 60 days after such
date.





The
persons named above have full voting and investment power with respect to the
shares indicated.  Under the rules of the Securities and Exchange
Commission, a person (or group of


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








23
 Table of Contents











Item 13.   Certain Relationships and Related
Transactions, and Director Independence





Except as
follows, none of our directors or executive officers, nor any proposed nominee
for election as a director, nor any person who beneficially owns, directly or
indirectly, shares carrying more than 5% of the voting rights attached to all of
our outstanding shares, nor any members of the immediate family (including
spouse, parents, children, siblings, and in-laws) of any of the foregoing
persons has any material interest, direct or indirect, in any transaction over
the last two years or in any presently proposed transaction which, in either
case, has or will materially affect us.





Our named
executive officer receives $1,000 per month through his company Oro Enterprises
Ltd. with respect to a Corporate Management Service Agreement with our company.
In addition he is entitled to be reimbursed for expenses incurred on behalf of
the company.





As of the
date of this annual report, our common stock is traded on the OTC Bulletin Board
(the “Bulletin Board”).  The Bulletin Board does not impose on us
standards relating to director independence or the makeup of committees with
independent directors, or provide definitions of independence.





Item14.   Principal Accounting Fees and
Services





Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:





Financial
      Statements for the Year Ended September 30
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2009
            $9,904
            $0
            $0
            $02008
            $13,869
            $0
            $1,575
            $0









24
 Table of Contents





PART IV





Item15.   Exhibits, Financial Statements
Schedules





Index to
Financial Statements Required by Article 8 of Regulation S-X:





Audited
      Financial Statements:F-1
            Report
      of Independent Registered Public Accounting FirmF-2
            Consolidated
      BalaBalance Sheets as of September 30, 2009  and
      2008F-3
            Statements
      of Operations for the Year Ended September 30, 2009 and periods from
      inception (July 21, 2008) to September 30, 2009 and
2008F-4
            Statements
      of Cash Flows for the Year Ended September 30, 2009 and periods from
      inception (July 21, 2008) to September 30, 2009 and
2008F-5
            Statement
      of Stockholders’ Equity for period from inception (July 21, 2008) to
      September 30, 2009F-6
            Notes
      to Consolidated Financial
Statements








Exhibit
      Number
            Description3.1
            Articles
      of Incorporation, as amended (1)3.2
            Bylaws,
      as amended (1)31.1
            Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





1
            Incorporated
      by reference to the Registration Statement on Form S-1 filed on December
      12, 2008.





25
 Table of Contents





SIGNATURES





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





Jedediah
Resources Corp.





By:
            /s/Ola
      Juvkam-WoldOla
      Juvkam-Wold
              President,
      Chief Executive Officer, Principal Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and DirectorDecember
      16, 2009





In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:





By:
            /s/Ola
      Juvkam-WoldOla
      Juvkam-Wold
              President,
      Chief Executive Officer, Principal Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and DirectorDecember
      16, 2009























26
 Table of Contents













Vancouver, BC, Canada
V6C 2T7


Telephone:  (604)
689-0188


Fax:  (604)
689-9773

















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Stockholders,
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 
 We have
audited the accompanying consolidated balance sheets of Jedediah Resources Corp.
(the “Company”) (An Exploration Stage Company) and its subsidiary as of
September 30, 2009 and 2008 and the related consolidated statements of
operations and comprehensive loss, cash flows and stockholders' equity for the
year ended September 30, 2009, the period from July 21, 2008 (Date of Inception)
to September 30, 2008 and for the period from July 21, 2008 (Date of Inception)
to September 30, 2009.  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 whether the
financial statements are free of material misstatement.  The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Jedediah Resources Corp. and its
subsidiary as of September 30, 2009 and 2008 and the results of their operations
and their cash flows for the year ended September 30, 2009, the period from July
21, 2008 (Date of Inception) to September 30, 2008 and for the period from July
18, 2008 (Date of Inception) to September 30, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements referred to above have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 1 to the financial statements, the
Company is in the exploration stage, has working capital which will not be
sufficient to sustain operations over the next twelve months, has yet to achieve
profitable operations, has accumulated losses since its inception and expects to
incur further losses in the development of its business  These
factors, along with other matters as set forth in Note 1, raise substantial
doubt that the Company will be able to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
 
 
 (signed)
“BDO Dunwoody LLP”
 
 
 Chartered
      AccountantsVancouver,
      CanadaDecember
      16, 2009







BDO
      DunwoodyLLP is
      a LimitedLiabilityPartnershipregisteredinOntario








F-1
 Table of Contents





JEDEDIAH
RESOURCES CORP.
 (An
Exploration Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 September
30, 2009 and 2008
 (Stated in US
Dollars)
 
 
 September
      30,
                
                
                September
      30,ASSET
                
                2009
                
                
                2008CurrentCash
                
                $
                7,224
                
                
                $
                103,584LIABILITYCurrentAccounts payable and accrued
      liabilities – Note 4
                
                $
                2,375
                
                
                $
                4,362STOCKHOLDERS’ EQUITYPreferred
      stock, $0.001 par value10,000,000
                
                shares
      authorized, none outstandingCommon
      stock, $0.001 par value – Notes 4 and 590,000,000
                
                shares
      authorized9,940,000
      (2008:- 9,700,000) shares issued
                
                
                9,940
                
                
                
                9,700Additional
      paid in capital
                
                
                124,678
                
                
                
                122,053Deficit
      accumulated during the exploration stage
                
                
                (129,769
                )
                
                
                (32,531
                )4,849
                
                
                
                99,222$
                7,224
                
                
                $
                103,584
 
 Nature of
Operations and Ability to Continue as a Going Concern – Note 1
  Subsequent
Events – Note 8











SEE
ACCOMPANYING NOTES
 F-2
 Table of Contents








JEDEDIAH
RESOURCES CORP.


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


for the
year ended September 30, 2009,


the
period July 21, 2008 (Date of Inception) to September 30, 2008


and
the period July 21, 2008 (Date of Inception) to September 30, 2009


(Stated in US
Dollars)








CumulativeJuly
      21,
            
            
            July
      21,2008
            
            
            2008(Date
      of
            
            
            (Date
      ofYear
      Ended
            
            
            Inception)
      to
            
            
            Inception)
      toSeptember
      30,
            
            
            September
      30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009ExpensesAccounting and audit
      fees
            
            $
            31,895
            
            
            $
            750
            
            
            $
            32,645Bank charges
            
            
            335
            
            
            
            35
            
            
            
            370Consulting fees
            
            
            4,000
            
            
            
            -
            
            
            
            4,000Foreign
exchange
            
            
            262
            
            
            
            -
            
            
            
            262Legal fees
            
            
            27,064
            
            
            
            3,512
            
            
            
            30,576Management fees – Note
      4
            
            
            12,000
            
            
            
            2,234
            
            
            
            14,234Mineral property option
      costs
            
            
            1,850
            
            
            
            -
            
            
            
            1,850Mineral property exploration
      costs
            
            
            16,157
            
            
            
            -
            
            
            
            16,157Stock based compensation - Note
      4
            
            
            -
            
            
            
            26,000
            
            
            
            26,000Transfer agent and filing
      fees
            
            
            3,405
            
            
            
            -
            
            
            
            3,405Travel
            
            
            270
            
            
            
            -
            
            
            
            270Net
      loss and Comprehensive Loss for the period
            
            $
            (97,238
            )
            
            $
            (32,531
            )
            
            $
            (129,769
            )Basic
      and diluted loss per share
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      average number of shares outstanding
            
            
            9,920,932
            
            
            
            4,087,042








SEE
ACCOMPANYING NOTES
 F-3
 Table of Contents








JEDEDIAH
RESOURCES CORP.


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


for the
year ended September 30, 2009,


the
period July 21, 2008 (Date of Inception) to September 30, 2008


and
the period July 21, 2008 (Date of Inception) to September 30, 2009


(Stated in US
Dollars)








CumulativeJuly
      21,
            
            
            July
      21,2008
            
            
            2008(Date
      of
            
            
            (Date
      ofYear
      Ended
            
            
            Inception)
      to
            
            
            Inception)
      toSeptember
      30,
            
            
            September
      30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009Cash
      Flows used in Operating ActivitiesNet loss for the
      period
            
            $
            (97,238
            )
            
            $
            (32,531
            )
            
            $
            (129,769
            )Adjustment to reconcile net loss to net cash used in operating
      activities:Stock based
      compensation
            
            
            -
            
            
            
            26,000
            
            
            
            26,000Change in non-cash working
      capital item:Accounts payable and accrued
      liabilities
            
            
            (1,987
            )
            
            
            4,362
            
            
            
            2,375Net
      cash used in operating activities
            
            
            (99,225
            )
            
            
            (2,169
            )
            
            
            (101,394
            )Cash
      Flows provided by Financing ActivitiesCapital stock
      issued
            
            
            2,865
            
            
            
            160,753
            
            
            
            163,618Capital stock returned to
      treasury - Note 5
            
            
            -
            
            
            
            (55,000
            )
            
            
            (55,000
            )Net
      cash provided by financing activity
            
            
            2,865
            
            
            
            105,753
            
            
            
            108,618Increase
      (decrease) in cash during the period
            
            
            (96,360
            )
            
            
            103,584
            
            
            
            7,224Cash,
      beginning of the period
            
            
            103,584
            
            
            
            -
            
            
            
            -Cash,
      end of the period
            
            $
            7,224
            
            
            $
            103,584
            
            
            $
            7,224Supplemental
      disclosure of cash flow information:Cash paid for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -








SEE
ACCOMPANYING NOTES
 F-4
 Table of Contents





JEDEDIAH
RESOURCES CORP.


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


for the
period from July 21, 2008 (Date of Inception) to September 30, 2009


(Stated in US
Dollars)








DeficitAccumulatedAdditional
            
            
            During
      theCommon
      Shares
            
            
            Paid
      In
            
            
            ExplorationNumber
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            TotalCapital
      stock issued for
      cash                                                    –
      at $0.01
            
            
            5,500,000
            
            
            $
            5,500
            
            
            $
            49,500
            
            
            $
            -
            
            
            $
            55,000Capital
      stock returned to treasury for cancellation on rescission of subscription
      (Note 4)
            
            
            (5,500,000
            )
            
            
            (5,500
            )
            
            
            (49,500
            )
            
            
            -
            
            
            
            (55,000
            )Capital
      stock issued for
      cash                                                –
      at $0.0095
            
            
            5,500,000
            
            
            
            5,500
            
            
            
            46,746
            
            
            
            -
            
            
            
            52,246Stock-based
      compensation for shares issued on discount
              (Note
      5)
            
            
            -
            
            
            
            -
            
            
            
            26,000
            
            
            
            -
            
            
            
            26,000Capital
      stock issued for
      cash                                                 –
      at $0.014
            
            
            4,200,000
            
            
            
            4,200
            
            
            
            55,007
            
            
            
            -
            
            
            
            59,207Less:
      commission
            
            
            -
            
            
            
            -
            
            
            
            (5,700
            )
            
            
            -
            
            
            
            (5,700
            )Net
      loss for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (32,531
            )
            
            
            (32,531
            )Balance
      September 30, 2008
            
            
            9,700,000
            
            
            
            9,700
            
            
            $
            122,053
            
            
            
            (32,531
            )
            
            
            99,222Capital
      stock issued for
      cash                                                   –
      at $0.01
            
            
            240,000
            
            
            
            240
            
            
            
            2,625
            
            
            
            -
            
            
            
            2,865Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (97,238
            )
            
            
            (97,238
            )Balance
      September 30, 2009
            
            
            9,940,000
            
            
            $
            9,940
            
            
            $
            124,678
            
            
            $
            (129,769
            )
            
            $
            4,849











SEE
ACCOMPANYING NOTES
 F-5
 Table of Contents








JEDEDIAH
RESOURCES CORP.


(An
Exploration Stage Company)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009 and 2008


(Stated in US
Dollars)








Note
      1
            Nature of Operations
      and Ability to Continue as a Going
  Concern





The
Company was incorporated in the state of Nevada, United States of America on
July 21, 2008.  The Company is an exploration stage company and was
formed for the purpose of acquiring exploration and development stage mineral
properties.  The Company’s year-end is September 30.





During
the year, the Company’s subsidiary acquired a mineral claim located in British
Columbia, Canada.  The Company intends on exploring its mineral
property and has not yet determined the existence of economically recoverable
reserves.  The recoverability of amounts incurred on its mineral
property is dependent upon the existence of economically recoverable reserves in
the property, confirmation of the Company’s interest in the underlying mineral
claims, the ability of the Company to obtain the necessary financing to complete
their development, and the attainment and maintenance of future profitable
production or disposition thereof.





These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year.  Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern. At September 30, 2009, the Company has working capital which will not
be sufficient to sustain operations and conduct exploration activities over the
next twelve months. The Company has yet to achieve profitable operations, has
accumulated losses of $129,769 since its inception and expects to incur further
losses in the development of its business, all of which casts substantial doubt
about the Company’s ability to continue as a going concern.  The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing from shareholders or other sources to meet its obligations and repay
its liabilities arising from normal business operations when they come
due.  Management has no formal plan in place to address this concern
but considers that the Company will be able to obtain additional funds by equity
financing and/or related party advances, however there is no assurance of
additional funding being available or on acceptable terms, if at
all.





Note
2                 Summary of Significant
Accounting Policies





The
      financial statements of the Company have been prepared in accordance with
      accounting principles generally accepted in the United States of America
      and are stated in US dollars.  Because a precise determination
      of many assets and liabilities is dependent upon future events, the
      preparation of financial statements for a period necessarily involves the
      use of estimates, which have been made using careful judgment. Actual
      results may vary from these
estimates.








F-6
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 ( Stated in US Dollars) –
Page 2








Note
2              Summary of Significant
Accounting Policies – (cont’d)





The
financial statements have, in management’s opinion, been properly prepared
within the framework of the significant accounting policies summarized
below:





Principles of
Consolidation





These
      consolidated financial statements include the accounts of the Company and
      JRE Exploration Ltd.,  (“JRE”) a wholly owned subsidiary
      incorporated in Canada on October 1, 2008.  All significant
      inter-company transactions and balances have been
    eliminated.





Exploration Stage
Company





The
Company is an exploration stage company. All losses accumulated since inception
have been considered as part of the Company’s exploration stage
activities.





Cash





Cash
      consists of all highly liquid investments that are readily convertible to
      cash within 90 days when purchased.





Mineral
Property





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





Foreign Currency
Translation





The
Company’s functional currency is the Canadian dollar as substantially all of the
Company’s operations are in Canada. The Company uses the United States dollar as
its reporting currency for consistency with registrants of the Securities and
Exchange Commission (“SEC”) .




Assets
and liabilities denominated in a foreign currency are translated at the exchange
rate in effect at the balance sheet date and capital accounts are translated at
historical rates.  Income statement accounts are translated at the
average rates of exchange prevailing during the period.  Translation
adjustments from the use of different exchange rates from period to period are
included in the Accumulated Other Comprehensive Income account in Stockholder’s
Equity, if applicable.  Transactions undertaken in currencies other
than the functional currency of the entity are translated using the exchange
rate in effect as of the transaction date.  Any exchange gains and
losses are included in the Statement of Operations and Comprehensive
Loss.





F-7
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
3








Note
2             Summary of Significant
Accounting Policies – (cont’d)





Income
Taxes





The
Company uses the asset and liability method of accounting for income taxes.
Deferred deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and loss
carry-forwards and their respective tax bases.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.





The
effect of a change in tax rules on deferred tax assets and liabilities is
recognized in operations in the year of change. A valuation allowance is
recorded when it is “more likely-than-not” that a deferred tax asset will not be
realized.




Stock-based
Compensation









Basic and Diluted Loss Per
Share





Basic
loss per share is computed using the weighted average number of shares
outstanding during the period.  Fully diluted earnings (loss) per
share are computed similar to basic income (loss) per share except that the
denominator is increased to include the number of common stock equivalents
(primarily outstanding options and warrants).  Common stock
equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.  As there are no common stock equivalents outstanding, diluted
and basic loss per share are the same.


Comprehensive
Income





The Company
is required to report comprehensive income, which includes net loss as well as
changes in equity from non-owner sources.











F-8
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
4







Note
2            Summary of Significant
Accounting Policies – (cont’d)
 
 Newly Adopted Accounting
Pronouncements
 In
      December 2007, the FASB issued guidance for Business Combinations, which
      establishes the principles and requirements for an acquirer, recognizes
      and measures in its financial statement the identifiable assets acquired
      and liabilities assumed, any non-controlling interest in the acquiree, and
      the goodwill acquired. This standard also establishes disclosure
      requirements which will enable users to evaluate the nature and financial
      effects of the business combination. This standard is effective for
      financial statements issued for fiscal years beginning on or after
      December 15, 2008.
 
 The
      adoption of this statement did not have a material effect on the Company’s
      future reported financial position or results of
    operations.
 
 In
      March 2008, the FASB issued guidance, which requires enhanced disclosures
      about an entity’s derivative and hedging activities and thereby improves
      the transparency of financial reporting. This Statement is effective for
      financial statements issued for fiscal years and interim periods beginning
      after November 15, 2008, with early application encouraged. This Statement
      encourages, but does not require, comparative disclosures for earlier
      periods at initial adoption. The adoption of this statement did not have a
      material effect on the Company’s reported financial position or results of
      operations.
 
 In
      May 2009, the FASB issued guidance, which establishes general standards of
      accounting for and disclosure of events that occur after the balance sheet
      date but before the financial statements are issued or are available to be
      issued. The Company adopted the standard on July 1, 2009. Adoption of this
      Statement did not impact the Company’s financial statements other than the
      required additional
disclosures.
 Newly Issued Accounting
Pronouncements
 
 In
      December 2007, the FASB issued guidance, which establish accounting and
      reporting standards for a non-controlling interest in a subsidiary and for
      deconsolidation of a subsidiary. This standard applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after
      December 15, 2008. This standard may not be applied before that
      date.  The Company is assessing the effect that the
      implementation of this new standard will have on the financial
      statements.





F-9
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page 
5






Note
      2
              Summary
      of Significant Accounting Policies –
(cont’d)
 
 Newly Issued
      Accounting Pronouncements–
(cont’d)
 
 In
      June 2009, the FASB issued the FASB Accountings Standards Codification
      (“Codification”) establishing the sole source of authoritative U.S.
      generally accepted accounting principles (“GAAP”) and that rules and
      interpretive releases of the SEC will also be sources of authoritative
      GAAP for SEC registrants. The FASB will not issue new standards in the
      form of Statements, FASB Staff Positions or Emerging Issues Task Force
      Abstracts. Instead, it will issue Accounting Standards
      Updates.
 
 On
      the effective date of this Statement, the Codification will supersede all
      then-existing non-SEC accounting and reporting standards.  All
      other nongrandfathered non-SEC accounting literature not included in the
      Codification will become nonauthoritative.  This Statement is
      effective for financial statements issued for interim and annual periods
      ending after September 15, 2009.  The Company has adopted this
      standard in the current year.
 
 In
      June 2008, the FASB issued guidance, which outlines a two-step approach to
      evaluate the instrument’s contingent exercise provisions, if any, and to
      evaluate the instrument’s settlement provisions when determining whether
      an equity-linked financial instrument (or embedded feature) is indexed to
      an entity’s own stock. This guidance is effective for fiscal years
      beginning after December 15, 2008 and must be applied to outstanding
      instruments as of the beginning of the fiscal year of adoption as a
      cumulative-effect adjustment to the opening balance of retained earnings.
      Early adoption is not permitted. The cumulative effect of applying this
      guidance will be reported as an adjustment to the opening balance of
      retained earnings in the period of adoption. The Company does not expect
      the implementation of this new standard will have on the financial
      statements.
 
 In
      June 2009 the FASB issued guidance to improve financial reporting by
      enterprises involved with variable interest entities.  The Board
      undertook this project to address (1) the effects on certain provisions of
      Consolidation of Variable Interest Entities, as a result of the
      elimination of the qualifying special-purpose entity concept as noted in
      Accounting for Transfers of Financial Assets, and (2) constituent concerns
      about the application of certain key provisions of previously issued FASB
      Interpretation 46(R), including those in which the accounting and
      disclosures under the Interpretation do not always provide timely and
      useful information about an enterprise’s involvement in a variable
      interest entity.  This Statement is effective as of the
      beginning of each reporting entity’s first annual reporting period that
      begins after November 15, 2009, for interim periods within that first
      annual reporting period, and for interim and annual reporting periods
      thereafter.  Earlier application is prohibited.  The
      Company is assessing the effect that the implementation of this new
      standard, if any, will have on the financial
  statements.






F-10
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
6






Note
      2
              Summary
      of Significant Accounting Policies –
(cont’d)
 
 Newly Issued
      Accounting Pronouncements –
(cont’d)
 
 In
      June 2009 the FASB issued SFAS No. 166 “Accounting for Transfers of
      Financial Assets—an amendment of FASB Statement No. 140” (pending
      integration to the ASC).  The objective in issuing this
      Statement is to improve the relevance, representational faithfulness, and
      comparability of the information that a reporting entity provides in its
      financial statements about a transfer of financial assets; the effects of
      a transfer on its financial position, financial performance, and cash
      flows; and a transferor’s continuing involvement, if any, in transferred
      financial assets.  The Board undertook this project to address
      (1) practices that have developed since the issuance of FASB Statement No.
      140, Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities, that are not consistent with the original intent and
      key requirements of that Statement and (2) concerns of financial statement
      users that many of the financial assets (and related obligations) that
      have been derecognized should continue to be reported in the financial
      statements of transferors
 
 This
      statement must be applied as of the beginning of each reporting entity’s
      first annual reporting period that begins after November 15, 2009, for
      interim periods within that first annual reporting period and for interim
      and annual reporting periods thereafter.  Earlier application is
      prohibited.  The Company is assessing the effect that the
      implementation of this new standard will have on the financial
      statements.
 
 Note
      3
              Financial
      Instruments
 
 Fair
value is defined as the price that would be received upon sale of an asset or
paid upon transfer of a liability in an orderly transaction between market
participants at the measurement date and in the principal or most advantageous
market for that asset or liability. The fair value should be calculated based on
assumptions that market participants would use in pricing the asset or
liability, not on assumptions specific to the entity. In addition, the fair
value of liabilities should include consideration of non-performance risk
including our own credit risk.
 
 In
addition to defining fair value, the disclosure requirements around fair value
and establishes a fair value hierarchy for valuation inputs is
expanded.  The hierarchy prioritizes the inputs into three levels
based on the extent to which inputs used in measuring fair value are observable
in the market.  Each fair value measurement is reported in one of the
three levels which is determined by the lowest level input that is significant
to the fair value measurement in its entirety. These levels are:
 
 Level
      1 – inputs are based upon unadjusted quoted prices for identical
      instruments traded in active
markets.





F-11
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
7







Note
      3
              Financial
      Instruments – (cont’d)
 
 Level
      2 – inputs are based upon significant observable inputs other than quoted
      prices included in Level 1, such as quoted prices for identical or similar
      instruments in markets that are not active, and model-based valuation
      techniques for which all significant assumptions are observable in the
      market or can be corroborated by observable market data for substantially
      the full term of the assets or
liabilities.
 
 Level
      3 – inputs are generally unobservable and typically reflect management’s
      estimates of assumptions that market participants would use in pricing the
      asset or liability. The fair values are therefore determined using
      model-based techniques that include option pricing models, discounted cash
      flow models, and similar
techniques.
 
 The
carrying value of the Company’s financial assets and liabilities which consist
of cash, and accounts payable and accrued liabilities, in management’s opinion
approximate their fair value due to the short maturity of such
instruments.  There financial assets and liabilities are valued using
level 1 inputs.Unless otherwise noted, it is management’s opinion that the Company is
not exposed to significant interest, exchange or credit risks arising from these
financial instruments.
 
 Note
      4
              Related Party
      Transactions – Notes 5 and 7
 
 On August
5, 2008, the Company’s president subscribed for 5,500,000 common shares at $0.01
per share for aggregate proceeds of $55,000.  The subscription
agreement permitted the Company to accept US$55,000 or CDN$55,000 in full
settlement of the share subscription.  The share subscription was
settled in Canadian dollars.  The shares were issued and outstanding
in the minute book of the Company.  On September 22, 2008, the
incumbent president resigned as both an officer and director, and a new
president and director was appointed.  At the request of the departing
president, the Company’s board of directors rescinded his share subscription for
5,500,000 common shares and repaid the subscription proceeds of
CDN$55,000.
 
 On
September 22, 2008, the Company’s new president subscribed for 5,500,000 common
shares at $0.0095 (CDN$0.01) per share for total proceeds of $52,246
(CDN$55,000).  The subscription agreement permitted the Company to
accept US$55,000 or CDN$55,000 in full settlement of the share
subscription.  The share subscription was settled in Canadian
dollars.  The Company recorded compensation expense of $26,000 for the
issuance of these shares based on the excess of the fair value of the shares
over the consideration received for these shares.
 
 During
the year ended September 30, 2009, the Company incurred $12,000 (2008 – nil) of
management fees charged by the president of the Company and $nil (2008 - $2,234)
of management fees charged by the Company’s past
president.







F-12
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
8






Note
      4
              Related Party
      Transactions – Notes 5 and 7 –
(cont’d)
 
 As at
September 30, 2009, accounts payable and accrued liabilities include $ nil (2008
- $100) due to the past president and $ nil (2008 - $nil) due to current
president.  The amount was unsecured, non-interest bearing and had no
specific terms for repayment.
 
 Note
5                 Capital
Stock
 
 a)      Authorized:
 
 10,000,000
preferred shares with a par value of $0.001.
 90,000,000
common shares with a par value of $0.001.
 
 b)
              Issued:
 
 On
      August 6, 2008, the Company issued 5,500,000 common shares to the
      Company’s president at $0.01 per share for total proceeds of
      $55,000.
 
 On
September 22, 2008, the incumbent president resigned as both an officer and
director and a new president and director was appointed.  At the
request of the departing president, the Company’s board of directors rescinded
his share subscription for 5,500,000 common shares and repaid the subscription
proceeds of $55,000.
 
 On
September 22, 2008, the Company issued 5,500,000 common shares to the Company’s
new president at $0.0095 (CDN$0.01) per share for total proceeds of $52,246
(CDN$55,000).
 
 On
September 22, 2008, the Company issued 3,960,000 common shares at approximately
$0.014 (CDN$0.015) per share for total proceeds of $55,740 (CDN$59,400) pursuant
to a private placement.  On September 30, 2008, the Company issued
240,000 common shares at approximately $0.014 (CDN$0.015) per share for total
proceeds of $3,467 (CDN$3,600) pursuant to a private placement.  The
Company paid a commission of $5,700 for net proceeds of $53,507 for these
private placements.
 
 On
October 29, 2008, the Company issued 240,000 common shares at approximately
$0.01 (CDN$0.015) per share for total proceeds of $2,865 (CDN$3,600) pursuant to
a private placement.





F-13
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
9








Note
      6
            Income Taxes -
      (cont’d)




A
      reconciliation of the income tax provision computed at statutory rates to
      the reported tax provision is as
follows:
 
 July
      21,2008
      (DateYear
      ended
              
              
              of
      Inception) toSeptember
      30,
              
              
              September
      30,2009
              
              
              2008Basic
      statutory and provincial income tax rate
              
              
              35.0
              %
              
              
              35.0
              %Approximate
      loss before income taxes
              
              $
              97,000
              
              
              $
              33,000Expected
      approximate tax recovery on net loss,
                before
      income tax
              
              $
              34,000
              
              
              $
              11,400Effect
      on reduction of tax rate
              
              
              (1,000
              )
              
              
              -Valuation
      allowance
              
              
              (33,000
              )
              
              
              (11,400
              )Future
      income tax recovery
              
              $
              -
              
              
              $
              -
 
 Significant components of the Company’s
future tax assets and liabilities are as follows:
 
 July
      21,2008
      (DateYear
      ended
              
              
              of
      Inception) toSeptember
      30,
              
              
              September
      30,2009
              
              
              2008Future
      income tax assetsNon-capital losses carried
      forward
              
              $
              39,000
              
              
              $
              11,000Mining
    properties
              
              
              5,000
              
              
              
              -Less:
      valuation allowance
              
              
              (44,000
              )
              
              
              (11,000
              )Future
      income tax assets
              
              $
              -
              
              
              $
              -
 
 At
September 30, 2009, the Company has incurred accumulated non-capital losses
totalling approximately $112,000 which are available to reduce taxable income in
future taxation years.






F-14
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US Dollars) – Page
10








Note
      6
              Income Taxes –
      (cont’d)
 
 These
losses expire as follows:
 
 Year of Expiry
              
              Amount2028
              
              $
              33,0002029
              
              
              79,000$
              112,000
 
 The
amount taken into income as deferred tax assets must reflect that portion of the
income tax loss carryforwards that is more-likely-than-not to be realized from
future operations.  The Company has chosen to provide an allowance of
100% against all available income tax loss carryforwards, regardless of their
time of expiry.
 
 Certain
comparative figures presented in the Income Taxes note have been reclassified to
conform to the current period presentation.
 
 Uncertain Tax Positions
 
 The
Company has adopted FASB guidance on   "Accounting for
Uncertainty in Income Taxes". The guidance prescribes a recognition threshold
and measurement attribute for the recognition and measurement of tax positions
taken or expected to be taken in income tax returns. The guidance also provides
guidance on de-recognition of income tax assets and liabilities, classification
of current and deferred income tax assets and liabilities, and accounting for
interest and penalties associated with tax positions.
 
 The
Company files income tax returns in the U.S. federal jurisdiction, various state
and foreign jurisdictions.  The Company’s tax returns are subject to
tax examinations by U.S. federal and state tax authorities, or examinations by
foreign tax authorities until respective statue of limitation.  It is
subject to tax examinations by tax authorities for all taxation years commencing
on or after 2008.
 
 Management’s
analysis of the guidance supports the conclusion that the Company does not have
any accruals for uncertain tax positions as of September 30, 2009. As a result,
tabular reconciliation of beginning and ending balances would not be meaningful.
If interest and penalties were to be assessed, we would charge interest to
interest expense, and penalties to other operating expense in the period of the
assessment. It is not anticipated that unrecognized tax benefits would
significantly increase or decrease within 12 months of the reporting
date.
 
 The
Company estimated the expected amount of loss carry forwards available. The
Company expects to have significant net operating loss carry forwards for income
tax purposes available to offset future taxable income.





F-15
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US
Dollars) – Page 11









Note
      7
              Commitments
 
 a)
              On
      June 1, 2009, the Company entered into a Corporate Management Services
      Agreement with a Company wholly owned by the Company’s president for
      $1,000 per month plus expenses for services rendered.  The
      agreement may be terminated by either party upon 30 days written
      notice.
 
 b)
              On
      October 6, 2008, the Company’s wholly owned subsidiary, JRE Exploration
      Ltd (“JRE”) entered into a property option agreement whereby JRE was
      granted an option to earn up to an 85% interest in a mineral claim (the
      “Bragg” claim) consisting of 594.1 hectares located in the Omineca Mining
      Division of British Columbia.  It is located 78 miles north by
      north-west of the central British Columbia city of Prince George,
      approximately 25 miles south of the town of McKenzie and approximately 5
      miles west of the hamlet of McLeod Lake. Access to the property is by way
      of logging roads, extending north and west from McLeod Lake. The option
      agreement is denominated in Canadian dollars.  Consideration for
      the option is cash payments totalling $8,298 (CDN$9,000) and aggregate
      exploration expenditures of $169,790 (CDN$186,000) as
    follows:
 
 i)      Cash
payments as follows:
 
 §  $1,850
(CDN$2,000) upon execution of the Option agreement (paid);
 §  $1,842
(CDN$2,000) on or before October 31, 2009 (Note 8);
 §  $4,606
(CDN$5,000) on or before October 31. 2010.
 
 ii)
              Exploration
      expenditures of $12,804 (CDN$15,000) on or before October 31, 2009,
      $24,256 (CDN$28,000) in aggregate on or before October 31, 2010; $169,790
      (CDN$186,000) in aggregate on or before October 31,
  2011.
 
 Upon
earning its 85% interest in the option, the Company shall enter into a joint
venture agreement to develop and operate the property.
 
 As at
September 30, 2009, the Company had incurred, via the operator, exploration
expenditures aggregating $16,157 (CDN$19,207).
 
 The
property option agreement was stated in Canadian dollars.  The US
dollar equivalent is converted using the foreign exchange rate as at September
30, 2009.









F-16
 Table of Contents
 Jedediah
Resources Corp.
 (An
Exploration Stage Company)
 Notes to
the Consolidated Financial Statements
 September
30, 2009 and 2008
 (Stated in US
Dollars) – Page 12







Note
      8
              Subsequent
      Events
 
 The
Company assessed events occurring subsequent to September 30, 2009 through
December 16, 2009 for potential recognition and disclosure in the consolidated
financial statements.  No events have occurred that would require
adjustment to or disclosure in the consolidated financial statements which were
issued on December 16, 2009 other than the following.
 
 Pursuant
to a promissory note dated October 31, 2009, the Company promised to pay the
owner of the “Bragg” claim $1,842 (CND$2,000) Note 7. The note is unsecured,
non-interest bearing, and is due on or before April 30,
2010.