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 1934




For the
fiscal year ended February
28, 2010




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




For the
transition period from ______________ to ______________




Commission
File Number: 333-153293




SUPATCHA RESOURCES
INC.


(Name of
small business issuer in its charter)




Nevada
                98-0593835(State
      or other jurisdiction of
                (I.R.S.
      Employer Identification No.)incorporation
      or organization)




1400
16th Street, Suite 400


Denver,
CO  80202


(Address
of principal executive offices)




(303)
552-0480


Issuer's
telephone number




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




Title
      of each class
              
              Name
      of each exchange on which registered




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




Common Stock, $0.001 par
value per share


(Title of
class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 the Securities Act.


Yes  ̈   
No x




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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


Yes x  
No  ̈




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  (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes  ̈   
No  ̈




Indicate
by checkmark if there is no disclosure of delinquent filers in response 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 if this
Form 10-K or any amendment to this Form


10-K.
x




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




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
issuer's revenues for its most recent fiscal year: None.




The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant as of 28,500,000 shares valued at $.001, or
$28,500.




The
number of shares of the registrant's common stock outstanding as of July 9,
2010:  61,000,000 shares.




DOCUMENTS
INCORPORATED BY REFERENCE: None









TABLE OF CONTENTS




INDEX




PagePART
      IItem
      1.
              Business
              2Item
      2.
              Properties
              10Item
      3.
              Legal
      Proceedings
              10PART
      IIItem
      5.
              Market
      for Registrant’s Common Equity and Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              10Item
      6.
              Selected
      Financial Data
              10Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Plan of
      Operation
              10Item
      7A
              Quantitative
      and Qualitative Disclosures About Market Risk
              10Item
      8.
              Financial
      Statements and Supplementary Data
              15Item
      9.
              Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
              15Item
      9A.
              Controls
      and Procedures
              15Item
      9B.
              Other
      Information
              16PART
      IIIItem
      10.
              Directors,
      Executive Officers, and Corporate Governance;
              16Item
      11.
              Executive
      Compensation
              18Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              21Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              21Item
      14.
              Principal
      Accountant Fees and Services
              22Item
      15.
              Exhibits,
      Financial Statement Schedules
              34Signatures
              34




PART
I




ITEM
1. BUSINESS




General




We were
incorporated in the State of Nevada on August 21, 2007. We are an exploration
stage corporation. An exploration stage corporation is one engaged in the search
of mineral deposits or reserves which are not in either the development or
production stage. We intend to conduct exploration activities on the Bonanza
Claim located in British Columbia, Canada. We maintain our statutory registered
agent's office at Empire Stock Transfer Inc. at 2470 Saint Rose Pkwy, Suite 304,
Henderson, Nevada 89074. Our business office is located at 1400 16th Street,
Suite 400, Denver, CO  80202.  Our telephone number is (303)
552-0480.




We are an
exploration stage company. We are engaged in the acquisition, and exploration of
mineral properties with a view to exploiting any mineral deposits we discover
that demonstrate economic feasibility.


2




We had an option to acquire a 100%
interest in one mineral collectively known as the Bonanza claim, which expired
on July 14, 2009.  Supatcha Resources is in the process of extending
the same option on the Bonanza claim to July 14, 2011.  We have not
yet commenced exploration. There is no assurance that a commercially viable
mineral deposit exists on the property. Further exploration will be required
before a final evaluation as to the economic and legal feasibility is
determined.




Economic
feasibility refers to a formal evaluation completed by an engineer or geologist
which confirms that the property can be successfully operated as a mine. Legal
feasibility refers to the completion of a survey of the mineral claims
comprising the Bonanza claim in order to ensure that the mineralization that we
intend to exploit is within the claims boundaries. The cost of such a survey is
estimated to be $25,000.




Our plan
of operation is to conduct exploration work on the Bonanza claim in order to
ascertain whether it possesses economic quantities of zinc. There can be no
assurance that economic mineral deposits or reserves, exist on the Bonanza Claim
until appropriate exploration work is done and an economic evaluation based on
such work concludes that production of minerals from the property is
economically feasible.




Our
Directors Steve Talley and Nikolae Yagodka have no professional training or
technical credentials in the exploration, development and operation of mines,
however, Andrei B. Yasinskij is a project geologist and has significant
experience in the industry.  Subsequently, management's decisions and
choices regarding mineral industry specific matters will be reliant upon the
expertise of Mr. Yasinskij to avoid irreparable harm to our operations, earnings
and ultimate financial success.




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




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




Mining Claims – Description,
Location, Access and Mineralization




On
October 22, 2007, we entered into a Purchase and Sale Agreement with Ms.
Kimberley Sinclair of North Vancouver, British Columbia, whereby she agreed to
grant us a 100% undivided right, title and interest in one mineral claim located
in the Greenwood Mining District of British Columbia, Canada for
US$6,500.




The
Bonanza Claim consists of one mineral claim comprised of nine unit grid claim
block with an area of 222.8 acres (90.169 hectares) and is located in the
Volcanic Creek within nine miles north of Grand Forks, British Columbia, Canada
and within eleven miles north of the Canada-United States border. Particulars
are as follows:




Claim
      Name
            Tenure
      No.
            Expiry
      DateBonanza
      (9 units)
            525427
            Expired,
      expected extension to July 14, 2011




The
Bonanza claim was owned 100% by Supatcha Resources Inc., but has
expired.  The same claim is expected to be extended to Supatcha with
an expiry on July 14, 2011.




To
maintain the ownership of the claim, the company is obligated to either complete
exploration work of Cdn$4.00 per hectare per year for the three years after
staking thence Cdn$8.00 per hectare per year in the future years or in the
alternative of the exploration expenditures, the payment of the equivalent of
cash in lieu prior to the Expiry Date.




The
property is not subject to any royalties, back-in rights, payments or other
agreements or encumbrances. The property is not known to be subject to any
environmental liabilities. Permitting would not be required for the initial
exploration; however, a permit would be required for exploration that involves
surface disturbance such as trenching or diamond drilling; the cost of which
would be the charge for the preparation and submission of the permit documents
and a security deposit of $1,000.00 (one thousand dollars) which would be
refunded upon the reclamation of the disturbed areas.


3




Location and Access




The
Bonanza Claim is located in the Greenwood Mining Division, within NTS 082E018,
within nine miles north of Grand Forks, British Columbia, Canada and within
eleven miles north of the Canada-United States border. It is situated within the
northern extension of the Republic Graben, a geological structure which hosts a
number of past gold producers.




Access is
provided by a paved highway on the east side of Granby River for nine kilometers
from Grand Forks, British Columbia. There are also numerous secondary access
roads within the property boundaries.




History




There is
no reported production from the Bonanza Claim, however prospect pits within the
confines of the claim indicates former exploration of mineral
zones.




Exploration
work on the Bonanza Claim has been conducted off and on since the early 1900’s.
In 1901, during underground exploration on the Ruby Claim Group, which included
two other claims, one being the Bonanza claim, four shafts and two tunnels were
reported. One of the tunnels was twenty-seven metres long and one forty-three
metres long. Two shafts, one 21 metres and one 3.6 metres deep were reported and
another two shafts, 9 and 7.6 metres deep and one tunnel 12 metres long were
also reported. The mineral zones that were explored were quartz/carbonate veins
hosting lead, zinc and silver. A small amount of ore of unknown grades from the
property was reportedly shipped. In 1969, three drill holes were completed, as
well as a bulk sample from the lower entrance of one of the drill holes.
Shipments of silver bearing ore were reported but not documented. In 1983, an
examination reported mineralization of gold and silver.




Physiography,
Climate, Vegetation and Water




The
Bonanza Claim is located within the Christina Range of the Monashee Mountains
that is characterized by moderate to steep forested slopes to elevations of
5,000 feet. Elevations on the property range between 1,800 feet and 2,825
feet.




The
region is situated within the dry belt of British Columbia with rainfall between
25 and 30 centimeters per year. Temperatures during the summer months range from
25 to 30 degrees Celsius and from -15 to an average of 8 degrees Celsius during
the winter months. Snow covers the property from December to April, making
exploration impossible year-round. On lower elevations, the property is free of
snow for nine months of the year.




Sufficient
water is accessible from Volcanic Creek or Granby River, both adjacent to the
property. There are also a number of other variably sized water courses within
the boundary of the property.




Electrical
power is accessible from a high voltage transmission line that is within one
mile of the property.




Geology
Definitions




In the
following sections discussing the geology of the Bonanza claim, the following
technical terms have the indicated meanings:




Pennsylvanian
is the time period beginning 320 million years ago and ending approximately 290
million years ago.




Metamorphic
complex are metamorphic rocks constituting a whole group closely related on a
regional and/or stratigraphic basis. Metamorphic rock is rock that has undergone
chemical or structural changes including heat, pressure, or a chemical
reaction.




Polymetallic
is a substance comprised of a combination of different metals.


4




Skarn is metamorphic rock that is
usually variably colored green or red, occasionally grey, black, brown or
white.




Igneous
Pluton is an intrusive rock formed by the crystallization of magma (lava) below
the surface of the Earth. Plutons are bodies of magma that solidify underground
before they reach the surface of the earth. Intrusive refers to rock that cooled
and penetrated into or between other rocks beneath the earth’s
crust.




Triassic
refers to the first period of the Mesozoic era, extending from 225 to 180
million years ago. Conglomerates are rocks made up of fragments of rock or
pebbles, cemented together by some other material. Limestone is a sedimentary
rock consisting mainly of calcium that was deposited by the remains of marine
animals. Chalcopyrite is a sulphide mineral of copper and iron; the most common
ore mineral of copper.




Hematite
is the most common iron ore, it is a natural iron oxide that is reddish or brown
in colour with Quaternary alluvium to the west.




Cherts
are a very fine grained rock formed in ancient ocean sediments.




Siliceous
argillites are a compact rock derived from siltstone, mudstone, or shale which
has been hardened or consolidated by pressure, cementation, or heat. It does not
break into thin layers, as do shale and slate. It is regarded as a product of
weak metamorphism. Siliceous means the argillites contains silica or a compound
of silicon.




Siliclastic
Rocks are rock-forming minerals composed of pre-existing rock fragments produced
from weathering and erosion that contain silicon, oxygen, and usually one or
more other common elements




Devonian
is the period from 405 million to 345 million years ago.




Permian
is the period from 280 million to 230 million years ago.




Knob Hill
Group, locally named, refer to the group of cherts, siliceous argillites and
siliclastic rock.




Triassic
(225 million years ago) Brooklyn Group includes thick units of sharpstone
conglomerate (also known as breccia, a coarse-grained rock composed of angular,
broken rock fragments held together by a mineral cement or in a fine-grained
matrix) and limestone (a sedimentary rock consisting mainly of calcium that was
deposited by the remains of marine animals) as well as thinner beds of siltstone
(a sedimentary rock similar in composition to mudstone, but slightly coarser
grained), sandstone (sedimentary rock consisting of sand consolidated with some
cement) and calcareous (containing calcium carbonate) chert-pebble
conglomerate.




Quaternary
alluvium is the soil or sediments deposited by a river or other running water.
Alluvium is typically made up of a variety of materials, including fine
particles of silt and clay and larger particles of sand and gravel. These
alluvium deposits consist primarily of sand and gravel and vary from sparse to
many meters thick and locally occur in pockets. Quaternary refers to a period
consisting of approximately the last 2 million years of earth history, including
present time.




Quartz is
one of the most common minerals in the Earth's continental crust.




Calcite
is a mineral composed of calcium carbonate.




A fault
is a break in the Earth's crust caused by tectonic forces which have moved the
rock on one side with respect to the other. They may extend many kilometres, or
be only a few centimetres in length and similarly, the movement or displacement
along the fault may vary widely.




Galena is
a metallic, gray mineral containing lead and sulfur. It is the most common lead
mineral and the chief source of lead.


5




Sphalerite (ZnS) is a mineral that is
the chief ore of zinc. It consists largely of zinc sulfide in crystalline form
but almost always contains variable iron.




Pyrite is
a mineral composed of silicon and oxygen that is often mistaken for real gold
and is know as “fool’s gold”.




A drift
is rock debris overlying the solid bedrock which was transported by glacial and
fluvial (such as glaciers or rivers) or by mass movement including
landslides.




Regional
Geology




A major
structure, the Granby River Fault, trends northerly through the property and
separates the pre-Pennsylvanian Grand Forks Metamorphic Complex to the east from
the Pennsylvanian to Tertiary rocks to the west. The Grand Forks Group is almost
completely void of metallic mineral deposits. Pennsylvanian Permean rocks host a
number of massive sulfide deposits plus numerous small shear zone polymetallic
sulfide lenses.




Metal
quartz veins and small skarn type deposits have developed where rocks have been
intruded by later igneous plutons.




The
Triassic sequence of conglomerates and bedded limestone are host to the major
ore deposits of the area. The chalcopyrite gold hematite ore deposits of the
Phoenix, B.C., Motherlode, Sunset and Oro Denora all belong to this
group.




Property
Geology




The
Bonanza Claim is indicated to cover a central southerly narrowing formation of
cherts, siliceous argillites, and siliclastic rocks of the Devonian to Permian
Knob Hill Group in fault contact with the Triassic Brooklyn Formation of
undivided sedimentary rocks to the east, and with Quaternary alluvium to the
west.




Property
Mineralization




On the
Bonanza mineral claim, northeast linear trends of faults are indicated as fault
contacts between the Knob Hill Group and the Brooklyn Formation. Quartz and
calcite veining is common in the intensely fractured zones along the two faults.
A narrow quartz vein containing galena, sphalerite and pyrite is exposed in the
upper adit, or entrance, the Bonanza fracture strikes 125 degrees and dips 83
degrees north. A random chip sample from this vein contained . gold and silver.
The lower adit, or entrance, (now inaccessible) extends 153 feet as a cross cut
to intersect the vein and a drift extends 48 feet northeast and 6 feet to the
southwest which indicates that this vein is parallel to the bedding of the host
rocks and completely separate from the cross fracture exposed in the upper adit.
A shipment of sorted ore from the lower adit is reported to have carried values
in gold, silver, lead and zinc. A sample of pyritic chert from claim Ruby 5
contained significant gold.




Supplies




Supplies
and manpower are readily available for exploration of the property.




Other




Other
than our interest in the Bonanza Claim, we own no business or other
property.


6




Summary Report on
Properties




Mr.
Laurence Sookochoff, P.Eng. was hired by Supatcha to provide an initial Geology
Report dated December 12, 2007 on the Bonanza Claim. Mr. Sookochoff has been
continuously practicing in his profession as a geologist since 1966, and has
been involved in geological research, prospecting and exploration for metals. He
graduated from the University of British Columbia, Vancouver, Canada, with a
B.Sc. degree in Geology. He is a member of the Association of Professional
Engineers and Geoscientists of the Province of British Columbia (No. 23572). Mr.
Sookochoff is also president of Sookochoff Consultants Inc. He does not have any
interest in the Bonanza Claim or the Company. Mr. Sookochoff has not visited the
property. His report details the geological and exploration history of the
Bonanza Claim, including the land status, climate, geology and mineralization.
Based upon previous exploration activity in the area, Mr. Sookochoff recommends
the Company conduct a specific exploration program on the Bonanza Claim. The
purpose of this report was to evaluate the area of the claim group, and the
prior exploration work conducted on the claims, and to recommend an exploration
program.  The recommendations contained in this report have been
analyzed, validated and endorsed by our new Director and Chief Geological
Advisor, Andrei B. Yasinskij.




Recommended
Exploration Program




Mr.
Sookochoff recommends an initial results-based three-phase exploration program.
The total estimated cost of the recommended exploration program is
US$73,000.




The
exploration program proposed by Mr. Sookochoff is designed to determine whether
mineralization exists to the extent that further exploration is recommended to
outline any such mineralized zones. It is uncertain at this time the precise
quantity of minerals in the property that would justify actual mining
operations. If we decide to abandon our mineral claim at any stage of our
exploration program, we intend to acquire other properties and conduct similar
exploration programs. The other properties may be located in the same mining
district or we may in the future explore properties located in other
jurisdictions, which may include other provinces in Canada, or in the United
States. Currently, the Company does not have any other properties or any
intentions of acquiring any other properties. Mr. Sookochoff recommends a
three-phase exploration program to further evaluate the Bonanza
claim.




Phase I
would consist of trenching and sampling of rock and soil from the property for
metal analysis. Trenching involves removing surface soil using a backhoe or
bulldozer. Samples are then taken from the bedrock below and analysed for
mineral content. Soil sampling involves gathering dirt from property areas with
the most potential to host economically significant mineralization based on past
exploration results. Samples are gathered that appear to contain precious metals
such as gold and silver, or industrial metals such as copper. All samples
gathered are sent to a laboratory where they are crushed and analysed for metal
content. It is estimated that Phase I would be completed in late summer of 2010
and the estimated cost to complete this phase is US$6,500.




Phase II
would consist of VLF-EM and soil geochemical surveys to determine the potential
for significant mineralization under the property surface as well as sampling
and geological mapping of the veins within anomalous zones. It is estimated that
Phase II would be completed in the early fall of 2010 and the estimated cost to
complete this phase is US$21,500.




VLF-EM
surveys consist of two separate surveys: the very low frequency (VLF) survey and
the electromagnetic survey. Very low frequency surveys use radio waves to
determine whether rocks on a mineral property conduct electricity.
Electromagnetic surveys use electricity and magnets to determine conductivity.
Almost all of the precious and base metals that the Company seeks are above
average conductors of electricity and will affect the VLF and electromagnetic
readings. Electromagnetic (EM) surveys involve measuring the strength of the
earth's magnetic field. Variations in the magnetic readings on a property may
indicate the increased likelihood of precious or base minerals in the
area.




Geochemical
analysis consists of consists of a geologist and his assistant gathering grab
samples with the most potential to host economically significant mineralization
based on their observation of any surface rocks. Grab samples are soil samples
or pieces of rock that appear to contain precious metals such as gold and
silver, or industrial metals such as copper. All samples gathered are sent to a
laboratory where they are crushed and analysed for metal
content.


7




Geological mapping involves recording
previous exploration data on the property based on the grid area upon which the
exploration was conducted in order to determine the best property locations to
conduct subsequent exploration work.




Phase III
would consist of test drilling for diamonds. It is estimated that Phase III
would be completed in the late fall, early winter of 2010 and the estimated cost
to complete this phase is US$45,000.




Proposed Budget




Approximate
costs for the recommended three phase program are as follows:




Phase
One:




Trenching
      and sampling over known mineralized zones
                
                $
                6,500.00Total:
                
                $
                6,500.00Phase
      Two:VLF-EM
      and soil geochemical surveys
                
                $
                8,500.00Sampling
      and geological mapping
                
                $
                13,000.00Total:
                
                $
                21,500.00Phase
      Three:Test
      diamond drilling of the prime targets
                
                $
                45,000.00Total
      Estimated Cost
                
                $
                73,000.00




Compliance
with Government Regulation




The laws
of British Columbia govern work on the claim. Title to mineral claims are issued
and administered by the Land Title Office and any work on the property must
comply with all provisions under the Mineral Tenure Act (British Columbia). A
mineral claim acquires the right to the minerals, which were available at the
time of location and as defined in the Mineral Tenure Act (British Columbia).
There are no surface rights included, but the title holder has the right to use
the surface of the claim for mining proposes only. All work carried out on a
claim that disturbs the surface by mechanical means requires a Notice of Work
and must receive written approval from the District Inspector of Mines prior to
commencement.




Competitive
Factors




The
mining industry is fragmented, that is there are many, many mineral prospectors
and producers, small and large. We do not compete with anyone. That is because
there is no competition for the exploration or removal of minerals from the
property. We will either find zinc on the property or not. If we do not, we will
cease or suspend operations. We are one of the smallest exploration companies in
existence. We are an infinitely small participant in the zinc mining market.
Readily available zinc markets exist in Canada, the United States and around the
world for the sale of zinc. Therefore, we will be able to sell any zinc that we
are able to recover.


8




Location Challenges




We do not
expect any major challenges in accessing the property during the initial
exploration stages. However, due to the seasonal winter conditions of the area,
we can only access the property between June and October of each
year.




Regulations




Our
mineral exploration program will comply with the British Columbia Mineral Tenure
Act. This act sets forth rules for:




*         locating
claims


*         posting
claims


*         working
claims


*         reporting
work performed




We also
have to comply with the British Columbia Mineral Exploration Code which tells us
how and where we can explore for minerals. We must comply with these laws to
operate our business. Compliance with these rules and regulations will not
adversely affect our operations.




In order
to explore for minerals on our mineral claim we must submit the plan contained
in this prospectus for review. We believe that the plan as contained in this
prospectus will be accepted and an exploration permit will be issued to our
agent or us. The exploration permit is the only permit or license we will need
to explore for precious and base minerals on the mineral claim.




We will
be required to obtain additional work permits from the British Columbia Ministry
of Energy and Mines for any exploration work that result in a physical
disturbance to the land. Accordingly, we may be required to obtain a work permit
depending on the complexity and affect on the environment if we proceed beyond
the exploration work contemplated by our proposed exploration programs. The time
required to obtain a work period is approximately four weeks. We will incur the
expense of our consultants to prepare the required submissions to the Ministry
of Energy and Mines. We will be required by the Mining Act to undertake
remediation work on any work that results in physical disturbance to the land.
The cost of remediation work will vary according to the degree of physical
disturbance. No remediation work is anticipated as a result of completion of
Phases 1, 2 and 3 of the exploration program.




We have
budgeted for regulatory compliance costs in the proposed exploration program
recommended by the summary report. As mentioned above, we will have to sustain
the cost of reclamation and environmental remediation for all exploration and
other work undertaken. The amount of reclamation and environmental remediation
costs are not known at this time as we do not know the extent of the exploration
program that will be undertaken beyond completion of the recommended exploration
program. Because there is presently no information on the size, tenor, or
quality of any mineral resource at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potential mineral deposit is discovered.




If we
enter into substantial exploration, the cost of complying with permit and
regulatory environment laws will be greater than in Phases 1, 2 and 3 because
the impact on the project area is greater. Permits and regulations will control
all aspects of any program if the project continues to that stage because of the
potential impact on the environment. We may be required to conduct an
environmental review process under the British Columbia Environmental Assessment
Act if we determine to proceed with a substantial project. An environmental
review is not required under the Environmental Assessment Act to proceed with
the recommended Phase 1, 2 or 3 exploration programs on our Bonanza
Claim.




9




Environmental
Factors




We will
also have to sustain the cost of reclamation and environmental remediation for
all work undertaken which causes sufficient surface disturbance to necessitate
reclamation work. 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 a 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, i.e. refilling trenches
after sampling or cleaning up fuel spills. Our initial programs do not require
any reclamation or remediation other than minor clean up and removal of supplies
because of minimal disturbance to the ground. The amount of these costs is not
known at this time as we do not know the extent of the exploration program we
will undertake, beyond completion of the recommended three phases described
above. 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 economic deposit is discovered.




Employees




We are a
development stage company and we intend to use the services of contractors and
consultants for exploration work on our property. At present, we have no paid
employees.




Research
and Development Expenditures




The
Company has not incurred any research or development expenditures since our
incorporation other than those incurred during in our development program on the
Bonanza Mineral Claim.




Subsidiaries




As of
February 28, 2010 the company does not own or operate any
subsidiaries.




Patents
and Trademarks




The
Company does not own, either legally or beneficially, any patents or
trademarks.




Reports
to Security Holders




Although
we are not required to deliver a copy of our annual report to our security
holders, we will voluntarily send a copy of our annual report, including audited
financial statements, to any registered shareholder who requests it. The Company
undertook to file reports with the U.S. Securities and Exchange Commission when
our registration statement on Form SB-1 was declared effective.




ITEM 2. PROPERTIES




Our
offices are currently located at 1400 16th Street,
Suite 400, Denver, CO  80202.  Our telephone number is (303)
552-0480.




ITEM
3. LEGAL PROCEEDINGS.




We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.




PART II




ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




The
Company's Common Stock has been listed on the FINRA over-the-counter Electronic
Bulletin Board since March 19, 2009, which is a subsequent event from the
company’s year end. Our Common Stock is traded on the OTC Bulletin Board under
the trading symbol SAEI. The following table below presents the closing high and
low closing bid prices for our common stock for each quarter that took place
during the company’s year ending February 28, 2010:




ClosingBidPrices2009/2010
                      
                      High
                      
                      
                      LowMarch
      1 to May 31, 2009
                      
                      $
                      .nil
                      
                      
                      $
                      nilJune
      1 to August 31, 2009
                      
                      $
                      .nil
                      
                      
                      $
                      nilSeptember
      1 to November 30, 2009
                      
                      $
                      .nil
                      
                      
                      $
                      nilDecember
      1, 2009 thruFebruary 28, 2010
                      
                      $
                      0.37
                      
                      
                      $
                      0.35




Since its
inception, no dividends have been paid on the Company's Common Stock. The
Company intends to retain any earnings for use in its business activities, so it
is not expected that any dividends on the Common Stock will be declared and paid
in the foreseeable future.




The
Company did not repurchase any shares of its issued and outstanding shares of
common stock during the fiscal year ended February 28, 2010.




On
October 15, 2007, the Company, in reliance upon Regulation S under the
Securities Act of 1933, as amended, issued issued 6,500,000 shares of common
stock to two directors and officers of the company in consideration of $0.001
per share for a total of $6,500.




On
December 31, 2007, the Company, in reliance upon Regulation S under the
Securities Act of 1933, as amended, issued 5,700,000 shares of common stock to
forty individuals in consideration of $0.01 per share for a total of
$57,000.




At year
ended February 28, 2010, the Company had 31 registered shareholders of
record.




The stock
transfer agent and registrar for the Common Stock of the Company is Empire Stock
Transfer Inc., 7251 West Lake Mead Blvd. Suite 300, Las Vegas, NV
89128.




ITEM 6. SELECTED FINANCIAL DATA.




None




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF OPERATION




Forward
Looking Information and Cautionary Statements




When used
in this report on Form 10-K, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking regarding events, conditions, and financial
trends that may affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and those actual
results may differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are discussed under the
headings "Item 1. Business," and "Item 7. Management's Discussion and Analysis
of Financial


10




Condition and Results of Operation,"
and also include general economic factors and conditions that may directly or
indirectly impact the Company's financial condition or results of
operations.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.




Plan
of Operation




We are an
exploration stage company. We have not yet started operations or generated or
realized any revenues from our business operations.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months unless we obtain additional capital to cover our financial
obligations. This is because we have not generated any revenues and no revenues
are anticipated until we identify minerals worthy of expliotation and begin
removing and selling such minerals. Accordingly, we must raise cash from sources
other than the sale of minerals found on the property. We have negotiated a
source of debt financing to fund our operations and development, but the Company
will not receive any proceeds from this financing source until the next fiscal
year. Our other sources for cash at this time are loans from related parties and
additional sales of common stock. Our success or failure will be determined by
what additional financing we obtain and what we find under the
ground.




If we
find mineralized material and it is economically feasible to remove the
mineralized material, we will attempt to raise additional money through a
subsequent private placement, public offering or through loans. If we do not
have enough money to complete our exploration of the property, we will have to
find alternative sources, like a second public offering, a private placement of
securities, or loans from our officers or others.




Our
officers and directors are unwilling to make any commitment to loan us any money
except to cover expenses relating to reclamation if materialized material is not
found at this time. At the present time, we have made arrangements to raise
additional cash financing, but this financing is subject to availability from
the prospective lender and their due diligence of our prospective
projects.  If we need additional cash and can't raise it, we will
either have to suspend activities until we do raise the cash, or cease
activities entirely. Other than as described in this paragraph, we have no other
financing plans.




We own a
100% interest in one mineral claim. Even if we complete our current exploration
program and it is successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit, a
reserve.  Additionally, the Company has committed to the purchase and
development of several other mineral properties located in the Ukraine, which
are contingent upon the availability of financing proceeds.




We will
be conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail as possible in the business
section of this prospectus. We are not going to buy or sell any plant or
significant equipment during the next twelve months. We will not buy any
equipment until have located a reserve and we have determined it is economical
to extract the minerals from the land.




We do not
intend to interest other companies in the property if we find mineralized
materials. We intend to try to develop the reserves ourselves.




If we are
unable to complete any phase of exploration because we don’t have enough money,
we will cease activities until we raise more money. If we can’t or don’t raise
more money, we will cease activities. If we cease activities, we don’t know what
we will do and we don’t have any plans to do anything.




We do not
intend to hire additional employees at this time. All of the work on the
property will be conduct by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying, geology,
engineering, exploration, and excavation. The geologists will evaluate the
information derived from the exploration and excavation and the engineers will
advise us on the economic feasibility of removing the mineralized
material.


11


Limited
Operating History; Need for Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance. We are an exploration stage corporation and have not generated
any revenues from activities. We cannot guarantee we will be successful in our
business activities. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.




To become
profitable and competitive, we conduct research and exploration of our
properties before we start production of any minerals we may find. We are
seeking equity financing to provide for the capital required to implement our
research, exploration phases and new property acquisitions.




We have
no assurance that sufficient future financing will be available to us on the
terms we have negotiated. If sufficient financing is not available, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.




Liquidity
and Capital Resources




Since
inception, we have issued 61,000,000 shares of our common stock and received
$63,500 in proceeds from these sales.




As of the
date of this report, we have yet to begin operations and therefore have not
generated any revenues.




In
September 2007, we issued 17,500,000 shares of common stock to our President,
Mr. Donald Axent and 15,000,000 shares of common stock to our Secretary, Mr.
William Kosoris, pursuant to the exemption from registration contained in
Regulation S of the Securities Act of 1933. The purchase price of the shares was
$6,500. This was accounted for as an acquisition of shares.




As of
February 28, 2010, our total assets were $7,511 and our total liabilities were
$37,657.  An insufficient cash reserve is the company’s sole asset and
resource. As a result, the independent auditors of the Company have expressed
substantial doubt about the Company’s ability to continue as a going
concern.




CRITICAL
ACCOUNTING POLICIES




The
Company has identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the February 28, 2010 Financial Statements. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.


12


Use of
Estimates




The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities at the
date of the financial statements and revenues and expenses during the period
reported. By their nature, these estimates are subject to measurement
uncertainty and the effect on the financial statements of changes in such
estimates in future periods could be significant. Significant areas requiring
management’s estimates and assumptions are determining the fair value of
transactions involving common stock, valuation and impairment losses on mineral
property acquisitions and valuation of stock-based compensation.




Cash and Cash
Equivalents


Cash and
cash equivalents are highly liquid investments, such as term deposits with major
financial institutions, having a maturity of three months or less at
acquisition, that are readily convertible to contracted amounts of
cash.




Mineral
Property


Pursuant
to Statement of FASB ASC No. 360, the recoverability of the acquisition costs
associated with the purchase of mineral rights presumes to be insupportable
prior to determining the existence of a commercially minable deposit and have to
be expensed. As of February 28, 2010, the Company had expensed $12,636 related
to the mineral rights acquisition and exploration costs.




Loss Per
Share




Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.”
As of February 28, 2010 and February 29, 2009, there were no common share
equivalents outstanding.


13


Income
Taxes




The
Company accounts for income taxes under the Statement of FASB ASC No. 740,
“Accounting for Income Taxes” FASB ASC No. 740, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax 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. Under FASB ASC No. 740, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.




Foreign Currency
Translation




In
accordance with FASB ASC No. 830 "Foreign Currency Translation", the Company has
determined that its functional currency is the United States
Dollar.




Business
Segments




The
Company operates in one segment and therefore segment information is not
presented.




Long-Lived
Assets




The
Company accounts for long-lived assets under FASB ASC No. 350 and 360,
long-lived assets, goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.




Off Balance Sheet
Arrangements




None




RECENT
ACCOUNTING PRONOUNCEMENTS




In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 –
Transfers and Servicing. FASB ASC No. 860 improves 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. FASB ASC No. 860 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. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.


14


In June
2009, the FASB issued Financial Accounting Standards Codification No. 810 –
Consolidation. FASB ASC No. 810 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. The Company is evaluating the
impact the adoption of FASB ASC No. 810 will have on its financial
statements.





In June
2009, the FASB issued Financial Accounting Standards Codification No.
105-GAAP.   The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. FASB ASC No. 105 is effective for interim and annual
periods ending after September 15, 2009. All existing accounting standards are
superseded as described in FASB ASC No. 105. All other accounting literature not
included in the Codification is non authoritative. The Adoption of FASB ASC No.
105 did not have an impact on our financial statements.





Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




We do not
hold any derivative instruments and do not engage in any hedging
activities.




ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.




ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




None




ITEM
9A. CONTROLS AND PROCEDURES




Evaluation of disclosure
controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of February 28, 2010. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules:




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting is
designed to provide reasonable assurance to the Company’s management and Board
of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the Company, and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.




Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our internal
control over financial reporting and testing of the operational effectiveness of
our internal control over financial reporting. Based on this assessment,
Management concluded the Company maintained effective internal control over
financial reporting as of February 28, 2010.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.




This
annual report does not include an attestation report of the Company’s 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 the Company to provide only management’s report in this
Annual Report.


15


ITEM
9B. OTHER INFORMATION




None




PART
III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE




Current
Management of the Company




The
following table sets forth the name, age, and positions with the Company for
each of the present directors and officers of the Company.




Name
      and Addres
              
              Age
              
              PositionSteve
      Talley
                President,
      CEO,
                and
      a Director
                
                1400
      16th Street, Suite 400,
                Denver,
      CO  80202
              
              55
              
              President,
      chief executive officer and directorNikolae
      Yagodka
                Secretary,
      Treasurer, CFO
                and
      a Director
                
                1400
      16th Street, Suite 400,
                Denver,
      CO  80202
              
              48
              
              Secretary,
      treasurer, chief financial officer and directorAndrei
      B. Yasinskij
                Director
                
                1400
      16th Street, Suite 400,
                Denver,
      CO  80202
              
              47
              
              Director


16


The
persons named above have held offices/positions since inception of our company
and are expected to hold his offices/positions until the next annual meeting of
our stockholders.




Our
officers and director are involved in other outside business interests. Mr.
Steve Talley spends approximately 90% of his time working on our corporate
matters. Our other directors spend approximately 85% of their time working on
our corporate matters.




Background
of officers and directors




Since
December 9, 2009, Steve Talley has been our president, chief executive officer
and director, Nikolae Yagodka has been our secretary, treasurer, chief financial
officer and director, and, Andrei B. Yasinskij has been our director following
the resignations that day of the previous management of the Company that held
those positions since our inception on August 21, 2007, during which time Donald
Axent was our president, chief executive officer and director, William Kosoris
was our secretary and director, and, Brian Matsun was our treasurer, chief
financial officer and director.




Steve
Talley


President,
CEO and Director




Mr. Steve
Talley has over 30 years of entrepreneurial, business management and market
initialization experience. He is adept at guiding emerging start-up companies
through the stages of capital formation, strategic planning and business growth;
specializing in venture capital financing. Mr. Talley’s diversified background
includes senior management, real estate marketing, and sales positions with both
established and start-up companies. Mr. Talley served in the United States Navy
Anti Submarine Warfare.




Nikolae
Yagodka


Secretary,
Treasurer, CFO and
Director




Mr.
Nikolae Yagodka has a Masters Degree in Foreign Economic Relations from the
Moscow Financial Institute. He is the Director General of Abakansky Holding
Company, a major Russian private investment company which operates throughout
Russia, Europe, Asia, and North America and who are significant shareholders of
Angler Nickel and Mnogovershinnoye Gold. In the resource sector he has worked
directly with both Angler and Mngovershinnoye and was formerly the Chairman of
the Board of Dorozhnik Gold Corp. He has strong business relationships and
experience in Europe and the Former Soviet Union.




Andrei
B. Yasinskij


Chief Geological Advisor,
Director




Mr.
Andrei B. Yasinskij is a seasoned mining industry veteran and project geologist.
With distinguished mining and exploration career that has spanned 25 years and
three continents, Mr. Yasinskij has operated in key managerial roles —
encompassing mine development and construction management — with prominent
mining companies including 12 years in Kazakhstan with UC Samruk Kazyna Mining.
While at UC as project geologist, Mr. Yasinskij was responsible for all
exploration activities, definition drill-out and resource studies that
identified the UC Gold Mine.




During
the past five years, Mr. Talley, Mr. Yagodka, Mr. Yasinskij, Mr. Axent, Mr.
Kosoris and Mr. Matsun have not been the subject of the following
events:




1. Any
bankruptcy petition filed by or against any business of which Mr. Talley, Mr.
Yagodka, Mr. Yasinskij, Mr. Axent, Mr. Kosoris or Mr. Matsun were 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.


17


3. An
order, judgment, or decree, not subsequently reversed, suspended or vacated, or
any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting Mr. Talley, Mr. Yagodka, Mr.
Yasinskij, Mr. Axent, Mr. Kosoris or Mr. Matsun’s involvement in any type of
business, securities or banking activities.




4. Found
by a court of competent jurisdiction (in a civil action), the Securities and
Exchange Commission or the Commodity Future Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.




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.




Significant
Employees




The
Company has no significant employees other than the executive employees and
directors described above.




No
Audit Committee or Financial Expert




The
Company does not have an audit committee or a financial expert serving on the
Board of Directors. The Company plans to form and implement an audit committee
and hire a Chief Financial Officer who also may serve on the Board of
Directors.




Code
of Ethics




The
Company does not have a code of ethics for our principal executive and financial
officers. The Company's management intends to promote honest and ethical
conduct, full and fair disclosure in our reports to the SEC, and compliance with
applicable governmental laws and regulations.




Section
16(a) Beneficial Ownership Reporting Compliance




Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act of 1934,
are required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash only rights) and any changes in
that ownership with the Securities and Exchange Commission. The Company is
facilitating this reporting compliance.




ITEM
11. EXECUTIVE COMPENSATION




The
officers and directors of the Company have not received a salary from the
Company. All executives and directors who have received any compensation for
their service to the Company such compensation has been in the form issuances of
restricted Common Stock of the Company. The Company has no plan, agreement, or
understanding, express or implied, with any officer, director, or principal
stockholder, or their affiliates or associates, regarding the additional
issuances to such persons of any shares of the Company's authorized and unissued
common stock other than reported below.




All
executive officers, for services in all capacities to the Company, received no
cash compensation during the fiscal years ended February 28,
2010.


18


Summary
Compensation Table




SUMMARY COMPENSATION TABLE





Year
                                                                
                                                                Salary
                                                                  ($)
                                                                
                                                                Bonus
                                                                  ($)
                                                                
                                                                Stock
                                                                  Awards
                                                                  ($)
                                                                
                                                                Option
                                                                  Awards
                                                                  ($)
                                                                
                                                                Non-Equity
                                                                  Incentive
                                                                  Plan
                                                                  Compensation
                                                                  ($)
                                                                
                                                                Change in
                                                                  Pension
                                                                  Value and
                                                                  Nonqualified
                                                                  Deferred
                                                                  Compensation
                                                                  Earnings
                                                                  ($)
                                                                
                                                                All
                                                                  Other
                                                                  Compensation
                                                                  ($)
                                                                
                                                                Total
                                                                  ($)Steve
      Talley
                                                                
                                                                2010
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NonePresident
      and
                                                                
                                                                2009
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneDirectorNikolae
      Yagodka
                                                                
                                                                2010
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneSecretary,
      Treasurer
                                                                
                                                                2009
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                Noneand
      DirectorAndrei
      B. Yasinskij
                                                                
                                                                2010
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneDirector
                                                                
                                                                2009
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneDonald
                                                                
                                                                2010
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneAxent
                                                                
                                                                2009
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneFormer
      President,CEO
      and DirectorWilliam
                                                                
                                                                2010
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneKosoris
                                                                
                                                                2009
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneFormer
      Secretaryand
      DirectorBrian
                                                                
                                                                2010
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneMatsun
                                                                
                                                                2009
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                None
                                                                
                                                                NoneFormer
      Treasurerand
      Director





We have
no employment agreements with any of our officers. We do not contemplate
entering into any employment agreements until such time as we begin profitable
operations.




The
compensation discussed herein addresses all compensation awarded to, earned by,
or paid to our named executive officers.




There are
no other stock option plans, retirement, pension, or profit sharing plans for
the benefit of our officers and directors other than as described
herein.


19


Compensation
of Directors




The
members of our board of directors are not compensated for their services as a
director. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.




SUMMARY COMPENSATION TABLE





Year
                                                          
                                                          Salary
                                                            ($)
                                                          
                                                          Bonus
                                                            ($)
                                                          
                                                          Stock
                                                            Awards
                                                            ($)
                                                          
                                                          Option
                                                            Awards
                                                            ($)
                                                          
                                                          Non-Equity
                                                            Incentive
                                                            Plan
                                                            Compensation
                                                            ($)
                                                          
                                                          Change in
                                                            Pension
                                                            Value and
                                                            Nonqualified
                                                            Deferred
                                                            Compensation
                                                            Earnings
                                                            ($)
                                                          
                                                          All
                                                            Other
                                                            Compensation
                                                            ($)
                                                          
                                                          Total
                                                            ($)Steve
      Talley
                                                          
                                                          2010
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NonePresident
      and
                                                          
                                                          2009
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneDirectorNikolae
      Yagodka
                                                          
                                                          2010
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneSecretary,
      Treasurer
                                                          
                                                          2009
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          Noneand
      DirectorAndrei
      B. Yasinskij
                                                          
                                                          2010
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneDirector
                                                          
                                                          2009
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneDonald
                                                          
                                                          2010
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneAxent
                                                          
                                                          2009
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneFormer
      President,CEO
      and DirectorWilliam
                                                          
                                                          2010
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneKosoris
                                                          
                                                          2009
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneFormer
      Secretaryand
      DirectorBrian
                                                          
                                                          2010
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneMatsun
                                                          
                                                          2009
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          None
                                                          
                                                          NoneFormer
      Treasurerand
      Director





Long-Term
Incentive Plan Awards




We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.


20


ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS




The
following table provides the names and addresses of each person known to us that
owns more than 5% of our outstanding Common Stock as of July 9, 2010, and by the
officers and directors of the Company, individually and as a group. Except as
otherwise indicated, all shares are owned directly.




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




Amount and Nature
                                
                                
                                PercentageName and Address
                                
                                Title of Class
                                
                                of Beneficial Ownership
                                
                                
                                of Class(1)Steve
      Talley
                                
                                Common
                                
                                
                                5,000,000
                                
                                
                                
                                8
                                %Denver,
      ColoradoPresident
      and DirectorNikolae
      Yagodka
                                
                                None
                                
                                None
                                
                                
                                
                                0
                                %Denver,
      ColoradoDirector,
      Secretary, TreasurerAndrei
      B. Yasinskij
                                
                                None
                                
                                None
                                
                                
                                
                                0
                                %Denver,
      ColoradoDirectorMassey
      Asset Management Ltd.
                                
                                Common
                                
                                
                                12,500,000
                                
                                
                                
                                20
                                %IPASA
      Bldg, 3rd Floor41
      St. Balboa Ave, Panama CityAnthera
      West Capital Inc.
                                
                                Common
                                
                                
                                15,000,000
                                
                                
                                
                                25
                                %Edificio
      Ana Victoria, Local B-4Calle
      Meliton Martin, Panama
                                  CityAll
      officers & directors as
                                
                                Common
                                
                                
                                5,000,000
                                
                                
                                
                                8
                                %a
      group consisting of threepeople





(1) The
percentage of class is based on 61,000,000 shares of common stock outstanding as
of July 9, 2010.




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.




Securities
authorized for issuance under equity compensation plans.




We have
no equity compensation plans.




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE




In
December 2007, we issued a total of 32,500,000 shares of restricted common stock
to Donald Axent and William Kosoris, our directors in consideration of
$6,500.


21


ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




Audit
Fees




This
category includes the aggregate fees billed for professional services rendered
for the audits of our financial statements for fiscal years 2010 and 2009, for
the reviews of the financial statements included in our reports on Form 10-Q,
and for services that are normally provided by the independent auditors in
connection with statutory and regulatory filings or engagements for the relevant
fiscal years. For the Company’s fiscal years ended February 28, 2010 we were
billed approximately $11,571 by Webb & Company , P.A. and in 2009, we were
billed approximately $4,586 by Webb & Company , P.A..




Audit Related
Fees




There
were $0 fees for audit related services for the years ended February 28, 2010 by
Webb & Company, P.A., and in 2009 there was $0 fees for audit related
services.




Tax Fees




For the
Company’s fiscal years ended February 28, 2010 and 2009, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended February 28, 2010 and
2009.




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.




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




-approved
by our audit committee; or




-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is informed of each service, and such
policies and procedures do not include delegation of the audit committee's
responsibilities to management.




We do not
have an audit committee. Our entire board of directors pre-approves all services
provided by our independent auditors.




The
pre-approval process has continued to be implemented by the new management of
the Company.  Therefore, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.


22


SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


FINANCIAL
STATEMENTS


FEBRUARY
28, 2010


(STATED
IN U.S. DOLLARS)




23




SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONTENTS




PAGE
                
                25
                
                REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
                
                26
                
                BALANCE
      SHEETS AS OF FEBRUARY 28, 2010 AND 2009PAGE
                
                27
                
                STATEMENTS
      OF OPERATIONS FOR YEARS ENDED FEBRUARY 28, 2010 AND 2009,
      AND  FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO FEBRUARY
      28, 2010PAGE
                
                28
                
                STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM AUGUST
      21, 2007 (INCEPTION) TO FEBRUARY 28, 2010PAGE
                
                29
                
                STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009,
      AND  FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO FEBRUARY
      28, 2010PAGES
                
                30-33
                
                NOTES
      TO FINANCIAL
STATEMENTS


24


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors of:


Supatcha
Resources, Inc.


(An
Exploration Stage Company)





We have
audited the accompanying balance sheets of Supatcha Resources, Inc. (An
Exploration Stage Company) (the “Company”) as of February 28, 2010 and 2009, and
the related statements of operations, changes in stockholders’ equity
(deficiency) and cash flows for the two years ended February 28, 2010 and 2009,
and for the period from August 21, 2007 (Inception) to February 28,
2010.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Supatcha Resources, Inc. (An
Exploration Stage Company)as of February 28, 2010
and 2009 and the results of its operations and its cash flows for the two years
ended February 28, 2010 and 2009, and for the period from August 21, 2007
(Inception) to February 28, 2010 in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 6 to the
financial statements, the Company has an accumulated deficit of $105,722 and has
used cash from operations of $86,948 since inception and has continued
losses.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans concerning
these matters are also described in Note 6.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





WEBB
& COMPANY, P.A.


Certified
Public Accountants





Boynton
Beach, Florida


June 30,
2010


25




SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS


(STATED
IN U.S. DOLLARS)





February 28,
                        
                        
                        February 28,2010
                        
                        
                        2009ASSETSCURRENT
      ASSETSCash
                        
                        $
                        2,331
                        
                        
                        $
                        8,469Prepaids
                        
                        
                        5,180
                        
                        
                        
                        -TOTAL
      ASSETS
                        
                        $
                        7,511
                        
                        
                        $
                        8,469LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                        
                        $
                        10,807
                        
                        
                        $
                        4,169Due
      to related party
                        
                        
                        26,850
                        
                        
                        
                        1,150TOTAL
      LIABILITIES
                        
                        
                        37,657
                        
                        
                        
                        5,319STOCKHOLDERS’
      EQUITY (DEFICIENCY)Preferred
      stock, $0.001 par value, 1,000,000 sharesauthorized,
      none issued and outstanding
                        
                        
                        -
                        
                        
                        
                        -Common
      stock, $0.001 par value, 69,000,000 sharesauthorized,
      61,000,000 shares issued and outstanding
                        
                        
                        61,000
                        
                        
                        
                        61,000Additional
      paid in capital
                        
                        
                        14,576
                        
                        
                        
                        7,429Accumulated
      deficit during exploration stage
                        
                        
                        (105,722
                        )
                        
                        
                        (65,279
                        )Total
      Stockholders’ Equity (Deficiency)
                        
                        
                        (30,146
                        )
                        
                        
                        3,150TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
                        
                        $
                        7,511
                        
                        
                        $
                        8,469




See
accompanying notes to audited financial statements


26




SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF OPERATIONS


(STATED
IN U.S. DOLLARS)




For the Year
                        
                        
                        For the Year
                        
                        
                        For the PeriodEnded
                        
                        
                        Ended
                        
                        
                        From AugustFebruary 28,
                        
                        
                        February 28,
                        
                        
                        21, 2007 (Inception) to2010
                        
                        
                        2009
                        
                        
                        February 28, 2010OPERATING
      EXPENSESAccounting
      and auditing fees
                        
                        $
                        20,457
                        
                        
                        $
                        23,456
                        
                        
                        $
                        47,213Consulting
      fees
                        
                        
                        -
                        
                        
                        
                        5,000
                        
                        
                        
                        5,000Exploration
      costs and expenses
                        
                        
                        1,300
                        
                        
                        
                        2,336
                        
                        
                        
                        12,636General
      and administrative
                        
                        
                        8,153
                        
                        
                        
                        7,628
                        
                        
                        
                        16,027Listing
      and filing fees
                        
                        
                        3,033
                        
                        
                        
                        4,738
                        
                        
                        
                        8,421Legal
      fees
                        
                        
                        7,500
                        
                        
                        
                        8,925
                        
                        
                        
                        16,425Total
      Operating Expenses
                        
                        
                        40,443
                        
                        
                        
                        52,083
                        
                        
                        
                        105,722LOSS
      FROM OPERATIONS
                        
                        
                        (40,443
                        )
                        
                        
                        (52,083
                        )
                        
                        
                        (105,722
                        )NET
      LOSS BEFOREPROVISION
      FOR INCOME TAXES
                        
                        
                        (40,443
                        )
                        
                        
                        (52,083
                        )
                        
                        
                        (105,722
                        )Provision
      for Income Taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -NET
      LOSS
                        
                        $
                        (40,443
                        )
                        
                        $
                        (52,083
                        )
                        
                        $
                        (105,722
                        )Net
      loss per share - basic and diluted
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )Weighted
      average number ofshares outstanding during theyear – basic and
      diluted
                        
                        
                        61,000,000
                        
                        
                        
                        61,000,000





See
accompanying notes to the audited Financial Statements


27




SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


FOR
THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO FEBRUARY 28, 2010


(STATED
IN U.S. DOLLARS)





AccumulatedPreferred Stock
                        
                        
                        Common Stock
                        
                        
                        Additional
                          Paid-In
                        
                        
                        Deficit During
      ExplorationShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        TotalCommon
      stock issued to founders for cash($0.001 per share)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        32,500,000
                        
                        
                        $
                        32,500
                        
                        
                        $
                        (26,000
                        )
                        
                        $
                        -
                        
                        
                        $
                        6,500Common
      stock issued for cash  ($0.01 per share)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        28,500,000
                        
                        
                        
                        28,500
                        
                        
                        
                        28,500
                        
                        
                        
                        -
                        
                        
                        
                        57,000Discount
      on sale of common stock
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (1,071
                        )
                        
                        
                        -
                        
                        
                        
                        (1,071
                        )Net
      loss for the period from August 21,  2007(inception) to
      February29, 2008
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (13,196
                        )
                        
                        
                        (13,196
                        )Balance,
      February 29, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        61,000,000
                        
                        
                        
                        61,000
                        
                        
                        
                        1,429
                        
                        
                        
                        (13,196
                        )
                        
                        
                        49,233In-kind
      contribution of services
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,000
                        
                        
                        
                        -
                        
                        
                        
                        6,000Net
      loss for the year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (52,083
                        )
                        
                        
                        (52,083
                        )BALANCE,
      FEBRUARY 28, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        61,000,000
                        
                        
                        
                        61,000
                        
                        
                        
                        7,429
                        
                        
                        
                        (65,279
                        )
                        
                        
                        3,150In-kind
      contribution of services and interest
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        7,147
                        
                        
                        
                        -
                        
                        
                        
                        7,147Net
      loss for the year
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (40,443
                        )
                        
                        
                        (40,443
                        )BALANCE,
      FEBRUARY 28, 2010
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        61,000,000
                        
                        
                        $
                        61,000
                        
                        
                        $
                        14,576
                        
                        
                        $
                        (105,722
                        )
                        
                        $
                        (30,146
                        )




See
accompanying notes to the audited Financial Statements.


28




SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(STATED
IN U.S. DOLLARS)





For the PeriodFor the Year
                  
                  
                  For the Year
                  
                  
                  From August 21,Ended
                  
                  
                  Ended
                  
                  
                  2007 (Inception)February 28,
                  
                  
                  February28,
                  
                  
                  To February 28,2010
                  
                  
                  2009
                  
                  
                  2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the period
                  
                  $
                  (40,443
                  )
                  
                  $
                  (52,083
                  )
                  
                  $
                  (105,722
                  )Adjustments
      to reconcile net loss to net cashused
      in operating activities:In-kind
      contribution of services and interest
                  
                  
                  7,147
                  
                  
                  
                  6,000
                  
                  
                  
                  13,147Changes
      in operating activities:Prepaid
      expenses
                  
                  
                  (5,180
                  )
                  
                  
                  -
                  
                  
                  
                  (5,180
                  )Accounts
      payable and accrued expenses
                  
                  
                  6,638
                  
                  
                  
                  869
                  
                  
                  
                  10,807Net
      Cash Used in Operating Activities
                  
                  
                  (31,838
                  )
                  
                  
                  (45,214
                  )
                  
                  
                  (86,948
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Due
      to related party
                  
                  
                  25,700
                  
                  
                  
                  -
                  
                  
                  
                  26,850Issuance
      of common shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  62,429Net
      Cash Provided By Financing Activities
                  
                  
                  25,700
                  
                  
                  
                  -
                  
                  
                  
                  89,279NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  (6,138
                  )
                  
                  
                  (45,214
                  )
                  
                  
                  2,331CASH
      AT BEGINNING OF PERIOD
                  
                  
                  8,469
                  
                  
                  
                  53,683
                  
                  
                  
                  -CASH
      AT END OF PERIOD
                  
                  $
                  2,331
                  
                  
                  $
                  8,469
                  
                  
                  $
                  2,331Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -




See
accompanying notes to the audited Financial Statements.


29





SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


FEBRUARY
28, 2010


(STATED
IN U.S. DOLLARS)





NOTE
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION




(A)
Organization




Supatcha
Resources Inc. (an exploration stage company) (the “Company”) was incorporated
under the laws of the State of Nevada on August 21, 2007. The Company is a
natural resource exploration company with an objective of acquiring, exploring
and if warranted and feasible, developing natural resource
properties.




(B)
Use of Estimates




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




(C)
Mineral Property




Pursuant
to ASC 360, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. As of
February 28, 2010, the Company had expensed $12,636 related to the mineral
rights acquisition and exploration costs since inception.




(D)
Loss Per Share




Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of
February 28, 2010 and 2009, there were no common share equivalents
outstanding.





(E) Foreign
Currency Translation




In
accordance with ASC 830 "Foreign Currency Translation", the Company has
determined that its functional currency is the United States
Dollar.




(F)
Business Segments




The
Company operates in one segment and therefore segment information is not
presented.


30





SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


FEBRUARY
28, 2010


(STATED
IN U.S. DOLLARS)





(G)
Income Taxes




The
Company accounts for income taxes under the FASB ASC No. 740, “Accounting for
Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax 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. Under ASC 740, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.




(H) Cash and Cash
Equivalents




Cash and
cash equivalents are highly liquid investments, such as term deposits with major
financial institutions, having a maturity of three months or less at
acquisition, that are readily convertible to contracted amounts of
cash.





(I) Recent
Accounting Pronouncements





In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 –
Transfers and Servicing. FASB ASC No. 860 improves 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. FASB ASC No. 860 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. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.





In June
2009, the FASB issued Financial Accounting Standards Codification No. 810 –
Consolidation. FASB ASC No. 810 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. The Company is evaluating the
impact the adoption of FASB ASC No. 810 will have on its financial
statements.




In June
2009, the FASB issued Financial Accounting Standards Codification No.
105-GAAP.   The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. FASB ASC No. 105 is effective for interim and annual
periods ending after September 15, 2009. All existing accounting standards are
superseded as described in FASB ASC No. 105. All other accounting literature not
included in the Codification is non authoritative. The Adoption of FASB ASC No.
105 did not have an impact on our financial statements.





NOTE
2                  MINERAL
PROPERTY




Bonanza
Property




Pursuant
to a mineral property purchase and sale agreement dated October 22, 2007, the
Company acquired a 100% interest in the 9 Units Mineral Claim, known as the
Bonanza Mineral Claim, located in the Greenwood Mining Division of British
Columbia, Canada, for a purchase price of $6,500. The Bonanza claim has expired,
but it is expected to be extended to Supatcha with an expiry on July 14, 2011.
As of February 28, 2010, the Company incurred $12,636 of exploration
expenditures since inception. Pursuant to ASC 360, the recoverability of the
acquisition costs associated with the purchase of mineral rights presumes to be
insupportable prior to determining the existence of a commercially minable
deposit and have to be expensed.




Barlevskoye
and Vynohradiv Properties





On
February 16, 2010, the Company has entered into a letter of intent, and on April
5, 2010 signed a definitive agreement to acquire a 90% interest in the
Barlevskoye and Vynohradiv Gold licenses in the Southwest Ukraine. Under the
proposed terms, the Company will pay $7,500,000 and will issue 500,000 common
shares to Poltavas Capital Management Ltd. as consideration for the 90%
interest in the properties held by way of two special permissions issued by the
Government of Ukraine.  As of June 30, 2010, the transaction has not
closed, but the Company has a verbal extension for the purchase until financing
capital is made available.




31





SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


FEBRUARY
28, 2010


(STATED
IN U.S. DOLLARS)





NOTE
3                 
STOCKHOLDERS’ EQUITY (DEFICIENCY)




On
October 15, 2007, the Company issued 32,500,000 shares of common stock at par
value to its founders for cash of $6,500 ($0.001 par value per
share).




On
December 12, 2007, the Company issued 28,500,000 shares of common stock for cash
of $57,000. The discount of $1,071 on sale of shares was recognized due to
currency rate fluctuations.




As of
February 28, 2010, the Company’s officers contributed rent, administrative
expenses and interest expense with a fair value of $13,147 to the Company since
inception (See Note 4).





On May
17, 2010, the Board of Directors approved a 5 for 1 forward stock split for all
shareholders of the Company as of June 30, 2010. All share and per share amounts
have been retroactively restated to reflect this stock split.




NOTE
4                 RELATED PARTY




As of
February 28, 2009, the Company’s former President and current stockholder paid
expenditures of $1,150 on behalf of the Company since inception. This amount is
unsecured, bears no interest and is due on demand.




As of
February 28, 2010, the Company’s officers contributed rent, administrative
expenses and interest expense with a fair value of $13,147 to the Company since
inception (See Note 3).




During
the year ended February 28, 2010, the Company’s former President and current
stockholder loaned the Company $5,000. This amount is unsecured, bears no
interest and is due on demand.




During
the year ended February 28, 2010, the Company’s President loaned the Company
$20,700. This amount is unsecured, bears no interest and is due on
demand.




NOTE
5                  CONCENTRATION
OF CREDIT RISK




The
Company maintains its operating cash balances in banks located in US financial
institutions. The Federal Depository Insurance Corporation (FDIC) insures
accounts at each institution up to $250,000.




NOTE
6                  GOING
CONCERN




The
accompanying financial statements included herein have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. The Company has accumulated a
deficit of $105,722 and has used cash from operations of $86,948 since
inception, has yet to achieve profitable operations and further losses are
anticipated in the development of its business, raising substantial doubt about
the Company’s ability to continue as a going concern. Its ability to continue as
a going concern is dependent upon the ability of the Company to generate
profitable operations in the future and/or to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal business
operations when they come due. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going concern. The
Company anticipates that additional funding will be in the form of equity
financing from the sale of common stock. The Company may also seek to obtain
short-term loans from the directors of the Company. There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.


32





SUPATCHA
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


FEBRUARY
28, 2010


(STATED
IN U.S. DOLLARS)




NOTE
7                  INCOME
TAX




The net
deferred tax liability in the accompanying balance sheets includes the following
amounts of deferred tax assets and liabilities:


2010
                    
                    
                    2009Expected
      income tax recovery (expense) at the statutory rate of 34%
                    
                    $
                    (13,751
                    )
                    
                    $
                    (17,708
                    )Tax
      effect of expenses that are not deductible for income tax purposes)(net
      of other amounts deductible for tax purposes
                    
                    
                    2,430
                    
                    
                    
                    2,040Change
      in valuation allowance
                    
                    
                    11,321
                    
                    
                    
                    15,668Provision
      for income taxes
                    
                    $
                    -
                    
                    
                    $
                    -





The
components of deferred income taxes are as follows:





2010
                        
                        
                        2009Deferred
      tax liability:
                        
                        $
                        -
                        
                        
                        $
                        -Deferred
      tax assetNet
      Operating Loss Carryforward
                        
                        
                        31,476
                        
                        
                        
                        20,155Valuation
      allowance
                        
                        
                        (31,476
                        )
                        
                        
                        (20,155
                        )Net
      deferred tax asset
                        
                        
                        -
                        
                        
                        
                        -Net
      deferred tax liability
                        
                        $
                        -
                        
                        
                        $
                        -





The
valuation allowance was established to reduce the deferred tax asset to the
amount that will more likely than not be realized. This is necessary due to
the Company’s continued operating losses and the uncertainty of the Company’s
ability to utilize all of the net operating loss carryforwards before they will
expire through the year 2030.


The net
change in the valuation allowance for the year ended February 28, 2010 and 2009
was an increase of $11,321 and $15,668, respectively.





NOTE
8                  SUBSEQUENT
EVENTS




a) On
April 5, 2010, the Company has signed a definitive agreement to acquire a 90%
interest in the Barlevskoye and Vynohradiv Gold licenses in the Southwest
Ukraine (Note 2). Under the proposed terms, the Company will pay $7,500,000 and
will issue 500,000 common shares to Poltavas Capital Management Ltd. as
consideration for the 90% interest in the properties held by way of two special
permissions issued by the Government of Ukraine.  As of June 30, 2010,
the transaction has not closed, but the Company has a verbal extension for the
purchase until financing capital is made available.





b) On
April 7, 2010, the Company announced the execution of an agreement with Melco
Investments, Ltd. (“MIL”), providing for a $10,000,000 financing. This financing
is in the form of a convertible debenture with terms stipulating an interest
rate of 8% and a loan repayment term of 24 months from the date of execution of
the agreement, by way of cash or through the conversion of shares of the
Company’s stock.  The repayment terms of the financing are amenable to
the Company’s property development schedule and to future financings plans to
retire the debt.  As of June 30, 2010, the Company has not received
any funds from MIL due to a delay in the availability of capital.  The
Company has verbal assurances that funds should be available per the financing
within the second financial quarter.





The
securities potentially offered to the investor, under the terms of the
financing, will not be registered under the Securities Act of 1933 as amended
(the "Act"), and may not be offered or sold in the United States absent of
registration, or an applicable exemption from registration, under the
Act





c) On May
17, 2010, the Board of Directors approved a 5 for 1 forward stock split for all
shareholders of the Company as of June 30, 2010. All share and per share amounts
have been retroactively restated to reflect this stock split.





d) On
April 30, 2010, the Company entered in the letter of intent with Derzhnagldo
Polymetals to acquire 98% interest in the mining claims of their property in
Southern Ukraine. The agreement is binding and subject to a number of
conditions, including financing and due diligence.




Under the proposed terms, the Company
will pay a total of $3,500,000 of which $200,000 will be paid as a
non-refundable deposit, with the balance to be paid within 45 days of the
signing of the Letter of Intent (the payment terms were extended) after which
the Company will own 98% of the mine (including all of the capital equipment)
and the mineral concessions. The Company has also agreed to invest a further
US$2,800,000 in expanding the current operation over the next year. The deal is
subject to a 45 day due diligence period during which time the Company will
carry out additional surface sampling and a limited diamond drill
program.




e)
Subsequent to the year end, the Company’s President loaned the Company $9,100.
This amount is unsecured, bears no interest and is due on
demand.


33




ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.




31.1
                Rule
      13a-14(a)/15d-14(a) certification of Steve Talley31.2
                Rule
      13a-14(a)/15d-14(a) certification of Nikolae Yagodka32.1
                Certification
      pursuant to 18 USC, section 1350 of Steve Talley32.2
                Certification
      pursuant to 18 USC, section 1350 of Nikolae Yagodka




SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Dated:
July 13, 2010




SUPATCHA
RESOURCES INC.




BY:
              /s/ STEVE TALLEYSteve
      Talley, President, Principal Executive Officerand
      DirectorBY:
              /s/ NIKOLAE YAGODKANikolae
      Yagodka, Secretary,Treasurer, Principal Financial
  Officer,Principal
      Accounting Officer and
Director




34