UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended October 31, 2009

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                       Commission file number: 333-157293

                              KOPR RESOURCES CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                         41-2252162
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

        670 Kent Avenue
       Teaneck, NJ 07666                                  (201) 410-9400
(Address, including zip code of                  (Registrant's telephone number,
  principal executive offices)                           including area code)

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
                                      None

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                                      None

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

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [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 Securities Exchange Act of 1934 during
the  preceding 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 (ss.229.405 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 [ ]

* The registrant has not yet been phased into the interactive data requirements.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

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

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

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

Aggregate market value of the voting and non-voting stock of the registrant held
by non-affiliates of the registrant as of October 31, 2009: $0.00

As of January 29, 2010, the registrant's  outstanding  common stock consisted of
2,501,500 shares.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     Part I

Item 1    Business                                                             3
Item 1A   Risk Factors                                                         7
Item 1B   Unresolved Staff Comments                                           14
Item 2    Properties                                                          14
Item 3    Legal Proceedings                                                   14
Item 4    Submission of Matters to a Vote of Security Holders                 14

                                     Part II

Item 5    Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities                   14
Item 6    Selected Financial Data                                             15
Item 7    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           15
Item 8    Financial Statements                                                18
Item 9    Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                            30
Item 9A   Controls and Procedures                                             30
Item 9B   Other Information                                                   31

                                    Part III

Item 10   Directors, Executive Officers and Corporate Governance              31
Item 11   Executive Compensation                                              32
Item 12   Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                     32
Item 13   Certain Relationships and Related Transactions and Director
          Independence                                                        33
Item 14   Principal Accounting Fees and Services                              33

                                     Part IV

Item 15   Exhibits, Financial Statement Schedules                             34

Signatures                                                                    35

                                       2
<PAGE>
                                     PART I

ITEM 1 BUSINESS

THE COMPANY

Kopr Resources Corp.  (the  "Company") was  incorporated on July 23, 2007 in the
state of Delaware. We are engaged in the business of acquisition and exploration
of mineral  properties,  primarily for copper and other metals.  The Company has
staked a claim on certain  property  located in the Osoyoos  Mining  Division of
British  Columbia,  Canada.  This  property  consists  of one claim held by Reza
Mohammed (the "Trustee")  under  Declaration of Trust dated November 28, 2007 in
favor of the Company and is located about 15 km north of the town of Keremeos in
south central British Columbia.  We refer to this claim as the "Property" or the
"Claim" throughout this Report. We are presently in the exploration stage at the
Property. We have not generated revenue from mining operations.  Our independent
auditor  has  issued an audit  opinion  which  includes a  statement  expressing
substantial doubt as to our ability to continue as a going concern. In August of
2007 we engaged George Coetzee, an exploration and mine geologist, to assess the
Property for mineral  occurrences.  To date, we have incurred expenses of $5,500
for the report.  The source of information  contained in this  discussion is our
geological   report  which  was  included  as  Exhibit  99.1  in  our  Form  S-1
registration statement filed with the SEC on February 13, 2009.

Our principal  offices are located at 670 Kent Avenue,  Teaneck,  NJ 07666.  Our
telephone number is (201) 410-9400.

ACQUISITION OF THE MINERAL CLAIM

The Claim is assigned  Tenure  Number 541991 and is recorded in the name of Reza
Mohammed. The Claim is in good standing to January 26, 2011.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

Title to the property has been granted to Reza Mohammed,  who holds the claim in
trust for the Company. To obtain a Free Miner's  Certificate,  which is required
to hold a mining claim in British  Columbia,  Section  8(1) of the B.C.  Mineral
Tenure Act (MTA)  stipulates  that a corporation  must be  registered  under the
British Columbia  Business  Corporations Act. Section 8(2) of the MTA stipulates
that  an  individual  applicant  must  either  be a  resident  of  Canada  or be
authorized  to work in  Canada.  As the  Company  is not  registered  in British
Columbia,  the Claim is held in trust for the Company by Mr.  Mohammed  who is a
Canadian citizen. The Claim was staked using the British Columbia Mineral Titles
Online computer Internet system.

All  claims  staked in  British  Columbia  require  $0.40 per  hectare  worth of
assessment  work to be  undertaken  in year 1 through 3,  followed  by $0.80 per
hectare  per  year  thereafter.  In  order  to  retain  title  to the  Property,
exploration  work costs must be  recorded  and filed with the  British  Columbia
Department of Energy Mines and Petroleum Resources ("BCDM").  The BCDM charges a
filing fee, equal to 10% of the value of the work recorded, to record the work.

PROPERTY DESCRIPTION AND LOCATION

The Property  consists of one mineral  claim held by the Trustee in favor of the
Company  and is located in the  Osoyoos  Mining  Division  of British  Columbia,
Canada covering an area of 505.292 hectares. The Property is located about 15 km
north of the town of Keremeos in south central British  Columbia west of Highway
3A North,  approximately  473 km east of Vancouver.  The Property  terrain is of
mainly steep to moderate relief, well forested and occupies the western slope of
a mountain with an elevation of 1760m.  The highest  mountain  peak, at 2235m is
located above 4.5 km northwest of the Property.

The  Property  covers an area where the  location  of the Kopr  showing has been
documented in MINFILE No. 082EDW050 by the British Columbia  Ministry of Energy,
Mines and  Petroleum  Resources.  There has been a limited  amount of geological
work conducted over the years on the Property. The only recorded assessment work

                                       3
<PAGE>
was by Apex  Exploration  and Mining Co. Ltd during 1979 to 1980 in the vicinity
of an old adit which probably dates back to the early 1900s.

The underlying  rocks in the Property area consist of a series of  Carboniferous
to Triassic  volcanic and sedimentary  rocks that have been intruded by granitic
Okanagan intrusions.  Larger intrusions are composed of granite and grandiorite,
while smaller stocks are composed of diorite and gabbro.  Numerous sills,  dikes
and apophyses are  associated.  Carboniferous  to Triassic rocks are assigned to
the  Shoemaker  and Old Tom  formations.  These rocks form the eastern limb of a
large  anticlinal  fold with fold axes  striking  roughly  north.  The Shoemaker
consists of cherts,  greenstone  and minor  argillite.  A showing  depicted as a
copper skarn was  identified on the Property.  A mineralized  pyrrhotite  copper
skarn  zone and a few  other  small  showings  have been  sampled.  Due to dense
forest,  the  location of the old adit  depicted in the MINFILE  report  remains
unknown.

The  Company  retained  a  consultant,  George  Coetzee,  who has  worked  as an
exploration and mine geologist for 24 years.  George Coetzee personally examined
the Property and the  immediate  surrounding  area on August 31 and September 1,
2007.  Mr. Coetzee  graduated with a BSc (Honors) in Geology from  University of
Pretoria  in South  Africa in 1981 and is a member of the  Society  of  Economic
Geologists.  He has worked as an exploration and mine geologist for more than 24
years in South Africa, North America and Mexico. We have a verbal agreement with
Mr.  Coetzee  to  conduct  the  exploration  program.   However;  there  is  the
possibility that our Claim does not contain any reserves, resulting in any funds
spent on exploration being lost.

The  consultant  studied a  compilation  of  published  data,  maps and  reports
available  from the  British  Columbia  Governmental  geological  database.  The
consultant  examined the geology of the Property and its  immediate  surrounding
area in August and  September of 2007 to locate skarn copper  occurrence  and to
determine  the mode of  development  and assess  the  mineral  potential  of the
Property.  The  consultant  located a copper skarm  occurrence but was unable to
locate the adit identified on the British Columbia  Government  MINFILE database
at the geographical  coordinates  provided.  The adit may have been mismapped or
inaccurately  surveyed.  The consultant  speculates  that detail  reconnaissance
would  reveal the  location of the adit and  mineralization  in the larely dense
wooded terrain.

MINERAL PROPERTY EXPLORATION

Mineral property  exploration is typically  conducted in phases. We have not yet
commenced  the  initial  phase of  exploration  on the  Property.  However,  our
geologist  recommends  the  exploration  work  based  on the  results  from  his
assessment of the Property.  After we have  completed  each phase of exploration
and analyzed the results,  we will make a decision as to whether we will proceed
with each  successive  phase.  The decision  will be made based upon the results
obtained in the previous  phase.  Our goal in  exploration of the Property is to
ascertain whether it possesses commercially viable metal or mineral deposits. We
cannot assure you that any  economical  mineral  deposits  exist on the Property
until  appropriate  exploration  work  is  completed.  Even if we  complete  our
proposed   exploration  program  on  the  Property  and  we  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.

GEOLOGICAL REPORT

We retained the services of a consultant,  George  Coetzee,  an exploration  and
mine  geologist,  to  complete  an  assessment  of the Claim and to  prepare  an
assessment report on the Claim.

Mr.  Coetzee has worked as an  exploration  and mine  geologist for more than 24
years in South  Africa,  Canada  and  Mexico.  Mr.  Coetzee  graduated  from the
University of Pretoria in South Africa in 1981 with a Bachelor of Science degree
in Geology.

Based on his review,  Mr. Coetzee  recommends a two-phase program of exploration
on the Property.

The first phase of exploration would include the following:

                                       4
<PAGE>
     *    Further  reconnaissance  prospecting  entailing  silt  sampling of all
          creeks draining the Property area;

     *    Geological  mapping and examination of all rock outcrops for potential
          sulphide mineralization; and

     *    Ground geological survey over the magnetic anomalies  highlighted by a
          previous MAG airborne survey as well as new targets  identified by the
          mapping program.

The first phase is estimated to cost $28,640 as described below

BUDGET - FIRST PHASE

           Geologist 10 days @$500 per day                   $ 5,000
           Two Assistants @ $400 per day                       3,200
           Technologist 6 days @ $300 per day                  1,800
           Vehicle 10 days @ $100 day                          1,000
           Rock Samples 30 @ $50 each                          1,500
           Silt Samples 40 @ $40                               1,600
           Lodging 10 days @$120 per day per person            3,840
           Expenses, food, fuel and field supplies             2,200
           Magnetometer Survey                                 6,000
           Report                                              2,500
                                                             -------
                                                             $28,640
                                                             =======

After the completion of the first phase of the exploration program, we will have
review the results and conclusions  and evaluate the  advisability of additional
exploration work on the Property The second phase of exploration,  if warranted,
would include  trenching and a localized  geochemical soil sampling program over
the magnetic anomalies and showings and proposed budget of $25,480.

BUDGET - SECOND PHASE

           Bond                                              $ 5,000
           Geologist 7 days @$500 per day                      3,500
           Assistant 7 days @ $400 per day                     1,400
           Vehicle 7 days @ $100 day                             700
           Rock Samples 10 @ $50 each                            500
           Soil Samples 150 @ $40                              6,000
           Expenses, food and field supplies                   1,200
           Report                                              1,500
           Lodging 7 days @$120/day/person                     1,680
           Trenching                                           4,000
                                                             -------
                                                             $25,480
                                                             =======

We would need additional financing to cover these exploration costs, although we
currently do not have any specific  financing  arranged  except the  anticipated
offering  and sale of  shares  pursuant  to a  post-effective  amendment  of the
Company's  registration  statement.  Further exploration would be subject to the
availability of financing.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental  mediation for
all exploration and development  work  undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the  exploration  program
that will be undertaken.  Because there is presently no information on the size,

                                       5
<PAGE>
tenor,  or quality of any resource or reserve at this time,  it is impossible to
assess the impact of any capital  expenditures  on  earnings or our  competitive
position in the event a potentially economic deposit is discovered.

If we enter into  production,  the cost of complying  with permit and regulatory
environmental  laws will be greater than in the  exploration  phases because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment.  Examples of regulatory requirements
include:

     -    Water discharge will have to meet water standards;

     -    Dust generation will have to be minimal or otherwise re-mediated;

     -    Dumping of material on the surface  will have to be  re-contoured  and
          re-vegetated;

     -    All  material  to be left on the  surface  will need to be assessed to
          ensure that it is environmentally benign;

     -    Groundwater will have to be monitored for any potential contaminants;

     -    The socio-economic impact of the project will have to be evaluated and
          if deemed negative, will have to be re-mediated; and

     -    There will have to be an impact  report of the work on the local fauna
          and flora.

PATENTS,  TRADEMARKS,  FRANCHISES,  CONCESSIONS,  ROYALTY  AGREEMENTS  OR  LABOR
CONTRACTS

We have no current  plans for any  registrations  such as  patents,  trademarks,
copyrights,  franchises,  concessions, royalty agreements or labor contracts. We
will assess the need for any of these applications on an ongoing basis.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present,  we have no employees  and no employment  agreements.  Our President
provides  services  on a  consultant  basis.  We  anticipate  that  we  will  be
conducting  most of our business  through  agreement with  consultants and third
parties.

REPORTS TO SECURITY HOLDERS

We make  our  financial  information  available  to any  interested  parties  or
investors  through  compliance with the disclosure rules of Regulation S-K for a
smaller reporting  company under the Securities  Exchange Act of 1934. We became
subject to disclosure filing requirements on March 9, 2009 when the SEC declared
our S-1  registration  statement  effective.  The  public  may read and copy any
materials that we file with the Securities and Exchange Commission,  ("SEC"), at
the SEC's Public  Reference Room at 100 F Street NE,  Washington,  DC 20549. The
public may obtain  information on the operation of the Public  Reference Room by
calling  the  SEC  at  1-800-SEC-0330.   The  SEC  maintains  an  Internet  site
(http://www.sec.gov)  that contains reports,  proxy and information  statements,
and other information regarding issuers that file electronically with the SEC.

                                       6
<PAGE>
ITEM 1A RISK FACTORS

                          RISKS RELATING TO OUR COMPANY

OUR ONLY MINING  PROPERTY IS ONE MINING CLAIM,  THE FEASIBILITY OF WHICH HAS NOT
BEEN ESTABLISHED AS WE HAVE NOT COMPLETED EXPLORATION OR OTHER WORK NECESSARY TO
DETERMINE IF IT IS COMMERCIALLY FEASIBLE TO ACQUIRE AND DEVELOP THE PROPERTY.

We are currently an exploration  stage mining company.  Our only mining asset is
one  mining  claim on the  Property.  The  Property  does not have any proven or
probable reserves. A "reserve," as defined by the SEC, is that part of a mineral
deposit  which could be  economically  and legally  extracted or produced at the
time of the  reserve  determination.  A reserve  requires  a  feasibility  study
demonstrating  with  reasonable  certainty that the deposit can be  economically
extracted  and  produced.  We have not  carried out any  feasibility  study with
regard to the Property. As a result, we currently have no reserves and there are
no  assurances  that we will be able to prove  that  there are  reserves  on the
Property.

WE MAY NEVER FIND COMMERCIALLY VIABLE COPPER OR OTHER RESERVES.

Mineral  exploration  and  development  involve  a high  degree  of risk and few
properties that are explored are ultimately  developed into producing  mines. We
cannot assure you that any future mineral exploration and development activities
will result in any discoveries of proven or probable  reserves as defined by the
SEC since such discoveries are remote.  Further, we cannot provide any assurance
that, even if we discover  commercial  quantities of  mineralization,  a mineral
property will be brought into commercial production.  Development of our mineral
properties will follow only upon obtaining  sufficient  funding and satisfactory
exploration results.

WE WILL  REQUIRE  SIGNIFICANT  ADDITIONAL  CAPITAL TO CONTINUE  OUR  EXPLORATION
ACTIVITIES, AND, IF WARRANTED, TO DEVELOP MINING OPERATIONS.

Exploration  activities  and, if  warranted,  development  of the Property  will
involve  significant  expenditures.  We will be required to raise  significantly
more  capital in order to fully  develop  the  Property  for  mining  production
assuming that economically viable reserves exist. There is no assurance that the
exploration  will disclose  potential for mineral  development  and no assurance
that any such development would be financially productive. Our ability to obtain
necessary  funding  depends  upon a number of  factors,  including  the price of
copper and other base metals and minerals  which we are able to mine, the status
of the  national  and  worldwide  economy and the  availability  of funds in the
capital markets.  If we are unable to obtain the required financing for these or
other  purposes,  our  exploration  activities  would be delayed or indefinitely
postponed,  and this would likely,  eventually,  lead to failure of our Company.
Even if financing is available, it may be on terms that are not favorable to us,
in which case, our ability to become  profitable or to continue  operating would
be  adversely  affected.  If we are  unable  to  raise  funds  to  continue  our
exploration and  feasibility  work on the Property,  or if  commercially  viable
reserves  are not  present,  the  market  value of our  securities  will  likely
decline, and our investors may lose some or all of their investment.

WE HAVE  INCURRED  LOSSES  SINCE  OUR  INCORPORATION  IN 2007  AND MAY  NEVER BE
PROFITABLE  WHICH  RAISES  SUBSTANTIAL  DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

Since the Company was incorporated July 23, 2007, we have had nominal operations
and incurred  operating losses. As of October 31, 2009, our accumulated  deficit
since inception is $81,681. As we are just beginning  exploration  activities on
the Property,  we expect to incur additional  losses in the foreseeable  future,
and such losses may be significant.  To become profitable, we must be successful
in  raising  capital  to  continue  with our  exploration  activities,  discover
economically   feasible   mineralization   deposits  and   establish   reserves,
successfully  develop the Property and finally  realize  adequate  prices on our
minerals in the  marketplace.  It could be years  before we receive any revenues
from copper and mineral  production,  if ever. Thus, we may never be profitable.
Even if we do achieve  profitability,  we may not be able to sustain or increase
profitability on a long-term basis. These  circumstances raise substantial doubt
about our ability to continue as a going  concern as  described  in note 1of the
notes to  financial  statements  on page 24. If we are unable to  continue  as a
going  concern,  investors  will  likely  lose all of their  investments  in the
Company.

                                       7
<PAGE>
BECAUSE WE HAVE NOT YET COMMENCED BUSINESS  OPERATIONS,  EVALUATING OUR BUSINESS
IS DIFFICULT.

We were incorporated on July 23, 2007, and to date have been involved  primarily
in organizational activities. We have not earned revenues as of the date of this
Report and have incurred  total losses of  $81,681from  inception to October 31,
2009.

Accordingly,  our business and our future  prospects  cannot be evaluated due to
our lack of operating history. To date, our business development activities have
consisted solely of  organizational  activities.  Potential  investors should be
aware of the difficulties  normally  encountered by development  stage companies
and the high rate of  failure  of such  enterprises.  In  addition,  there is no
guarantee  that we will  commence  business  operations.  Even if we do commence
operations, at present, we do not know when.

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

VERY FEW MINERAL PROPERTIES ARE ULTIMATELY DEVELOPED INTO PRODUCING MINES.

The business of  exploration  for minerals and mining  involves a high degree of
risk. Few properties  that are explored are ultimately  developed into producing
mines.  At present,  the Claim has no known body of  commercial  mineralization.
Most  exploration  projects  do not  result  in the  discovery  of  commercially
mineable deposits of mineralization.

Substantial   expenditures   are   required   for  the   Company  to   establish
mineralization reserves through drilling, to develop metallurgical processes, to
extract  the metal from the ore and, in the case of new  properties,  to develop
the mining and processing  facilities and  infrastructure at any site chosen for
mining.

Although  substantial  benefits  may be derived  from the  discovery  of a major
mineral deposit, we cannot assure you that the Company will discover minerals in
sufficient quantities to justify commercial operations or that it can obtain the
funds required for  development  on a timely basis.  The economics of developing
precious and base metal mineral properties is affected by many factors including
the cost of operations,  variations in the grade of ore mined,  fluctuations  in
metal  markets,  costs  of  processing  equipment  and  other  factors  such  as
government regulations,  including regulations relating to royalties,  allowable
production, importing and exporting of minerals and environmental protection.

HISTORICAL PRODUCTION OF MINERALS AT PROPERTIES IN THE AREA OF THE CLAIM MAY NOT
BE INDICATIVE OF THE POTENTIAL FOR FUTURE DEVELOPMENT OR REVENUE.

Historical production of metals and minerals from mines in the area of the Claim
cannot be relied  upon as an  indication  that the Claim will have  commercially
feasible  reserves.  Investors in our  securities  should not rely on historical
operations  of mines in the area of the Claim as an  indication  that we will be
able to place the Property into commercial production. We expect to incur losses
unless and until such time as the Property enters into commercial production and
produces sufficient revenue to fund our continuing operations.

FLUCTUATING  COPPER,  METAL AND  MINERAL  PRICES  COULD  NEGATIVELY  IMPACT  OUR
BUSINESS PLAN.

The potential for profitability of our copper and other metal and mineral mining
operations and the value of the Property will be directly  related to the market
price of copper and the metals and minerals that we mine.  Historically,  copper
and other mineral  prices have widely  fluctuated,  and are influenced by a wide
variety of factors,  including inflation,  currency  fluctuations,  regional and
global demand and political and economic  conditions.  Fluctuations in the price
of copper and other  minerals that we mine may have a  significant  influence on
the market  price of our common  stock and a prolonged  decline in these  prices
will  have a  negative  effect  on  our  results  of  operations  and  financial
condition.

                                       8
<PAGE>
RECLAMATION OBLIGATIONS ON THE PROPERTY AND OUR MINING OPERATIONS, IF ANY, COULD
REQUIRE SIGNIFICANT ADDITIONAL EXPENDITURES.

We are responsible for the  reclamation  obligations  related to any exploratory
and  mining  activities  located  on the  Property.  Since  we have  only  begun
exploration  activities,  we cannot estimate these costs at this time. We may be
required  to file for a  reclamation  bond for any  mining  operations  which we
conduct,  and the cost of such a bond will be  significant.  We do not currently
have an estimate of the total  reclamation  costs for mining  operations  on the
Property.  The  satisfaction  of current  and future  bonding  requirements  and
reclamation obligations will require a significant amount of capital. There is a
risk that we will be unable to fund these additional bonding  requirements,  and
further,  that  increases  to  our  bonding  requirements  or  excessive  actual
reclamation costs will negatively  affect our financial  position and results of
operation.

TITLE TO  MINERAL  PROPERTIES  CAN BE  UNCERTAIN,  AND WE ARE AT RISK OF LOSS OF
OWNERSHIP OF OUR PROPERTY.

Our ability to explore and mine the Property depends on the validity of title to
the Property. The Property consists of a mining claim.  Unpatented mining claims
are effectively  only a lease from the government to extract  minerals;  thus an
unpatented  mining  claim  is  subject  to  contest  by  third  parties  or  the
government.  These  uncertainties  relate to such things as the  sufficiency  of
mineral  discovery,  proper posting and marking of  boundaries,  failure to meet
statutory  guidelines,  assessment work and possible conflicts with other claims
not determinable from descriptions of record. Since a substantial portion of all
mineral  exploration,  development  and mining now occurs on  unpatented  mining
claims,  this  uncertainty  is  inherent  in the  mining  industry.  We have not
obtained a title opinion on the Property.  Thus,  there may be challenges to the
title to the Property  which,  if successful,  could impair  development  and/or
operations.

OUR ONGOING OPERATIONS ARE SUBJECT TO ENVIRONMENTAL RISKS, WHICH COULD EXPOSE US
TO SIGNIFICANT LIABILITY AND DELAY, SUSPENSION OR TERMINATION OF OUR OPERATIONS.

Mining  exploration  and  exploitation   activities  are  subject  to  national,
provincial and local laws,  regulations and policies,  including laws regulating
the removal of natural  resources from the ground and the discharge of materials
into the  environment.  These  regulations  mandate,  among  other  things,  the
maintenance of air and water quality standards and land  reclamation.  They also
set forth limitations on the generation, transportation, storage and disposal of
solid and hazardous  waste.  Exploration  and  exploitation  activities are also
subject to national,  provincial  and local laws and  regulations  which seek to
maintain  health  and  safety  standards  by  regulating  the  design and use of
exploration methods and equipment.

National and provincial agencies may initiate enforcement activities against our
Company. The agencies involved, generally, can levy significant fines per day of
each  violation,  issue and enforce orders for clean-up and removal,  and enjoin
ongoing and future activities. Our inability to reach acceptable agreements with
agencies in question would have a material  adverse effect on us and our ability
to continue as a going concern.

Environmental and other legal standards imposed by national, provincial or local
authorities  are  constantly  evolving,  and  typically  in a manner  which will
require stricter  standards and  enforcement,  and increased fines and penalties
for  non-compliance.  Such  changes  may  prevent  us  from  conducting  planned
activities or increase our costs of doing so, which would have material  adverse
effects  on  our  business.  Moreover,  compliance  with  such  laws  may  cause
substantial  delays or require capital  outlays in excess of those  anticipated,
thus  causing  an  adverse  effect on us.  Additionally,  we may be  subject  to
liability for pollution or other  environmental  damages that we may not be able
to or elect not to insure  against due to  prohibitive  premium  costs and other
reasons.  Unknown  environmental  hazards  may  exist  on the  Property  or upon
properties  that we may  acquire  in the  future  caused by  previous  owners or
operators, or that may have occurred naturally.

WEATHER  INTERRUPTIONS  IN THE  AREA  OF  THE  PROPERTY  MAY  DELAY  OR  PREVENT
EXPLORATION.

The terrain of the Property is of mainly  steep to moderate  relief and occupies
the  western  slope of a mountain  with an  elevation  of 1760 meters in British
Columbia,  Canada.  The area is subject to extreme winter  conditions  which may
delay or prevent exploration of the Property during the winter months.

                                       9
<PAGE>
OUR INDUSTRY IS HIGHLY  COMPETITIVE,  ATTRACTIVE MINERAL LANDS ARE SCARCE AND WE
MAY NOT BE ABLE TO OBTAIN  QUALITY  PROPERTIES  OR RECRUIT AND RETAIN  QUALIFIED
EMPLOYEES.

We  compete  with  many  companies  in the  mining  industry,  including  large,
established  mining  companies  with   capabilities,   personnel  and  financial
resources that far exceed our limited resources. In addition, there is a limited
supply  of  desirable  mineral  lands  available  for  claim-staking,  lease  or
acquisition  in  British  Columbia,   and  other  areas  where  we  may  conduct
exploration  activities.  We  are at a  competitive  disadvantage  in  acquiring
mineral  properties,   since  we  compete  with  these  larger  individuals  and
companies,  many of which have greater financial  resources and larger technical
staffs.  Likewise,  our competition  extends to locating and employing competent
personnel and  contractors to prospect,  develop and operate mining  properties.
Many of our competitors can offer attractive  compensation  packages that we may
not be able to meet. Such competition may result in our Company being unable not
only to acquire desired properties, but to recruit or retain qualified employees
or to acquire  the  capital  necessary  to fund our  operation  and  advance our
properties.  Our inability to compete with other  companies for these  resources
would have a material adverse effect on our results of operation and business.

BECAUSE MARKET FACTORS IN THE MINING BUSINESS ARE OUT OF OUR CONTROL, WE MAY NOT
BE ABLE TO MARKET  ANY  MINERALS  THAT MAY BE FOUND.  The  mining  industry,  in
general,  is intensely  competitive and we can provide no assurance to investors
that even if minerals are discovered, a ready market will exist from the sale of
any ore found.  Numerous factors beyond our control may affect the marketability
of metals. These factors include market fluctuations, the proximity and capacity
of natural resource markets and processing  equipment,  government  regulations,
including  regulations relating to prices, taxes,  royalties,  land tenure, land
use, importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately  predicted,  but the combination of
these  factors may result in our not  receiving  an adequate  return on invested
capital.

WE DEPEND ON OUR CHIEF EXECUTIVE  OFFICER AND THE LOSS OF THIS INDIVIDUAL  COULD
ADVERSELY AFFECT OUR BUSINESS.

Our Company is completely dependent on Andrea Schlectman,  our President,  Chief
Executive Officer and Director. As of the date of this Report, Andrea Schlectman
was our sole officer and director.  The loss of Ms. Schlectman's  services would
significantly  and adversely  affect our business.  We have no life insurance on
the life of Andrea Schlectman.

MANAGEMENT HAS ONLY LIMITED EXPERIENCE IN RESOURCE EXPLORATION.

The Company's  management,  while experienced in business  operations,  has only
limited experience in resource exploration. Our sole director and officer of the
Company  has  no  significant  technical  training  or  experience  in  resource
exploration  or  mining.  The  Company  relies  on the  opinions  of  consulting
geologists that it retains from time to time for specific  exploration  projects
or property reviews. As a result of management's inexperience, there is a higher
risk of the Company  being unable to complete its business  plan.  To date,  the
only mining consultant retained by the Company is George Coetzee who prepared an
assessment  report on the  Property  which was  attached as Exhibit  99.1 to the
Company's  registration statement on Form S-1 filed with the SEC on February 13,
2009.

THE NATURE OF MINERAL  EXPLORATION  AND  PRODUCTION  ACTIVITIES  INVOLVES A HIGH
DEGREE OF RISK AND THE POSSIBILITY OF UNINSURED LOSSES THAT COULD MATERIALLY AND
ADVERSELY AFFECT OUR OPERATIONS.

Exploration for minerals is highly  speculative  and involves  greater risk than
many other businesses.  Many exploration programs do not result in the discovery
of economically  feasible  mineralization.  Few properties that are explored are
ultimately  advanced to the stage of producing  mines.  We are subject to all of
the  operating  hazards  and  risks  normally  incident  to  exploring  for  and
developing mineral properties such as, but not limited to:

     *    economically insufficient mineralized material;

     *    fluctuations in production costs that may make mining uneconomical;

                                       10
<PAGE>
     *    labor disputes;

     *    unanticipated variations in grade and other geologic problems;

     *    environmental hazards;

     *    water conditions;

     *    difficult surface or underground conditions;

     *    industrial  accidents;  personal injury, fire, flooding,  cave-ins and
          landslides;

     *    metallurgical and other processing problems;

     *    mechanical and equipment performance problems; and

     *    decreases  in  revenues  and  reserves  due to lower gold and  mineral
          prices.

Any of these risks can materially and adversely affect,  among other things, the
development  of  properties,   production   quantities  and  rates,   costs  and
expenditures and production  commencement  dates. We currently have no insurance
to guard  against any of these risks.  If we determine  that  capitalized  costs
associated with any of our mineral interests are not likely to be recovered,  we
would incur a write-down  of our  investment  in these  interests.  All of these
factors  may  result  in losses  in  relation  to  amounts  spent  which are not
recoverable.

OUR OPERATIONS ARE SUBJECT TO PERMITTING  REQUIREMENTS WHICH COULD REQUIRE US TO
DELAY, SUSPEND OR TERMINATE OUR OPERATIONS ON OUR MINING PROPERTY.

Our operations,  including our planned  exploration  activities on the Property,
require permits from the provincial and national  governmental  agencies. We may
be unable to obtain these permits in a timely manner,  on reasonable terms or at
all. If we cannot  obtain or maintain the  necessary  permits,  or if there is a
delay  in  receiving  these  permits,   our  timetable  and  business  plan  for
exploration of the Property will be adversely affected.

MINERAL EXPLORATION  INVOLVES A HIGH DEGREE OF RISK AGAINST WHICH THE COMPANY IS
NOT CURRENTLY INSURED.

Unusual  or  unexpected  rock  formations,  formation  pressures,  fires,  power
outages, labor disruptions,  flooding, cave-ins, landslides and the inability to
obtain suitable or adequate machinery,  equipment or labor are risks involved in
the operation of mines and the conduct of exploration programs.  The Company has
relied on and will continue to rely upon  consultants and others for exploration
expertise.

It is not always  possible to fully insure  against such risks,  and the Company
may  decide  not to take out  insurance  against  such risks as a result of high
premiums or other reasons.  Should such liabilities  arise, they could reduce or
eliminate any future  profitability and result in increasing costs and a decline
in the value of the Company's  shares.  The Company does not currently  maintain
insurance against environmental risks relating to the Claim.

BECAUSE WE WILL HOLD ALL OF OUR CASH RESERVES IN UNITED STATES  DOLLARS,  WE MAY
EXPERIENCE  WEAKENED  PURCHASING  POWER IN CANADIAN  DOLLAR TERMS AND MAY NOT BE
ABLE TO AFFORD TO CONDUCT OUR PLANNED EXPLORATION PROGRAM.

Any  cash  reserves  available  to the  Company  will be held in  United  States
dollars.  Due to foreign exchange rate  fluctuations,  the value of these United
States  dollar  reserves  can  result in both  translation  gains and  losses in
Canadian dollar terms. If there is a significant decline in the US dollar versus
the Canadian  Dollar,  our US dollar  purchasing power in Canadian dollars would
also significantly decline. If a there is a significant decline in the US dollar

                                       11
<PAGE>
we would not be able to afford to conduct our planned  exploration  program.  We
have not entered  into  derivative  instruments  to offset the impact of foreign
exchange fluctuations.

IT MAY BE DIFFICULT TO ENFORCE  JUDGMENTS  OR BRING  ACTIONS  OUTSIDE THE UNITED
STATES AGAINST US AND CERTAIN OF OUR OFFICERS AND DIRECTORS.

Our sole  officer  and  director  resides  outside of the United  States and the
primary  assets of the Company are located  outside of the United  States.  As a
result,  it may be difficult or impossible for Company  investors to (i) enforce
in courts  outside the United  States  judgments  obtained in the United  States
courts based upon the civil  liability  provisions of the United States  federal
securities  laws against these  persons and us; or (ii) bring in courts  outside
the United States an original  action to enforce  liabilities  based upon United
States federal securities laws against us and our officers and directors.

MINING  ACCIDENTS OR OTHER MATERIAL  ADVERSE EVENTS AT OUR MINING  LOCATIONS MAY
REDUCE OUR PRODUCTION LEVELS.

At any one of our various mines, production may fall below historic or estimated
levels as a result of mining  accidents,  such as a pit wall  failure in an open
pit mine, or cave-ins or flooding at underground mines. In addition,  production
may be  unexpectedly  reduced  at a  location  if,  during the course of mining,
unfavorable  ground  conditions or seismic activity are encountered,  ore grades
are lower than expected,  the physical or metallurgical  characteristics  of the
ore are less amenable to mining or treatment  than  expected,  or our equipment,
processes or facilities fail to operate properly or as expected.

THE COSTS TO MEET OUR  REPORTING  AND  OTHER  REQUIREMENTS  AS A PUBLIC  COMPANY
SUBJECT  TO THE  SECURITIES  EXCHANGE  ACT OF 1934 WILL BE  SUBSTANTIAL  AND MAY
RESULT IN US HAVING  INSUFFICIENT  FUNDS TO EXPAND OUR  BUSINESS OR EVEN TO MEET
ROUTINE BUSINESS OBLIGATIONS.

Since having become  subject to the  reporting  requirements  of the  Securities
Exchange  Act  of  1934,  we  will  incur  ongoing   expenses   associated  with
professional fees for accounting,  legal and a host of other expenses for annual
reports  and proxy  statements.  We  estimate  that these costs will range up to
$50,000  per year for the next few  years  and will be  higher  if our  business
volume and  activity  increases  but lower during the first year of being public
because  our  overall  business  volume  will be  lower,  and we will not yet be
subject to the  requirements of Section 404 of the  Sarbanes-Oxley  Act of 2002.
These obligations will reduce our ability and resources to fund other aspects of
our business and may prevent us from meeting our normal business obligations.

                     RISKS ASSOCIATED WITH OUR COMMON STOCK

THE OFFERING PRICE OF THE SHARES IS ARBITRARY.

The Offering Price of the Shares has been determined  arbitrarily by the Company
and  bears no  relationship  to the  Company's  assets,  book  value,  potential
earnings or any other recognized criteria of value.

THE COMPANY HAS A LACK OF DIVIDEND PAYMENTS.

The Company has no plans to pay any dividends in the foreseeable future.

CERTAIN COMPANY ACTIONS AND THE INTERESTS OF STOCKHOLDERS MAY DIFFER.

The voting  control of the Company  could  discourage  others from  initiating a
potential merger, takeover or another  change-of-control  transaction that could
be beneficial to stockholders.  As a result, the value of stock could be harmed.
Purchasers should be aware that as of the date of the offering there is only one
stockholder of the Company.

THE COMPANY IS SUBJECT TO RIGHTS OF PREFERRED  STOCKHOLDERS  INCLUDING MANDATORY
REDEMPTION.

                                       12
<PAGE>
The Company has authorized 75,000,000 shares of blank check preferred stock none
of which is currently  outstanding.  Upon issuance of any preferred stock in the
future,  the rights attached to the preferred  shares could affect the Company's
ability to operate, which could force the Company to seek other financing.  Such
financing may not be available on  commercially  reasonable  terms or at all and
could cause substantial dilution to existing stockholders.

CURRENTLY,  THERE IS NO PUBLIC MARKET FOR OUR  SECURITIES,  AND WE CANNOT ASSURE
YOU THAT ANY PUBLIC  MARKET WILL EVER  DEVELOP AND IT IS LIKELY TO BE SUBJECT TO
SIGNIFICANT PRICE FLUCTUATIONS.

Currently,  there is no public  market  for our stock and our stock may never be
traded on any exchange, or, if traded, a public market may not materialize. Even
if we are  successful  in  developing a public  market,  there may not be enough
liquidity in such market to enable shareholders to sell their stock.

Our common  stock is unlikely to be followed by any market  analysts,  and there
may be few or no  institutions  acting as market  makers for the  common  stock.
Either of these factors could  adversely  affect the liquidity and trading price
of our common stock.
 Until our common stock is fully  distributed  and an orderly market develops in
our common stock,  if ever,  the price at which it trades is likely to fluctuate
significantly. Prices for our common stock will be determined in the marketplace
and may be influenced by many factors,  including the depth and liquidity of the
market for shares of our common  stock,  developments  affecting  our  business,
including the impact of the factors referred to elsewhere in these Risk Factors,
investor perception of the Company,  and general economic and market conditions.
No  assurances  can be given that an orderly or liquid  market will ever develop
for the shares of our common stock.

OUR COMMON STOCK MAY BE SUBJECT TO "PENNY STOCK" RULES WHICH MAY BE  DETRIMENTAL
TO INVESTORS.

The SEC has adopted  regulations  which generally define "penny stock" to be any
equity  security  that has a market  price (as  defined)  of less than $5.00 per
share or an exercise  price of less than $5.00 per share.  Such  securities  are
subject  to  rules  that  impose  additional  sales  practice   requirements  on
broker-dealers  who sell them.  For  transactions  covered by these  rules,  the
broker-dealer must make a special suitability determination for the purchaser of
such  securities  and have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny  stock,  unless  exempt,  the rules  require  the  delivery,  prior to the
transaction,  of a disclosure schedule prepared by the SEC relating to the penny
stock market.  The broker-dealer  also must disclose the commissions  payable to
both the broker-dealer and the registered representative, current quotations for
the  securities  and,  if  the  broker-dealer  is  the  sole  market-maker,  the
broker-dealer must disclose this fact and the  broker-dealer's  presumed control
over the market.  Finally, among other requirements,  monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. As the Shares immediately
following  this  Offering  will  likely be subject to such  penny  stock  rules,
purchasers  in this Offering will in all  likelihood  find it more  difficult to
sell their Shares in the secondary market.

ONE  SHAREHOLDER  OWNS ALL OF OUR OUTSTANDING  COMMON STOCK,  WHICH LIMITS OTHER
SHAREHOLDERS' ABILITY TO INFLUENCE THE OUTCOME OF ANY SHAREHOLDER VOTE.

Our sole officer and director  beneficially owns 100% of our outstanding  common
stock as of the date of this Report.  Under our Certificate of Incorporation and
the laws of the State of Delaware,  the vote of a majority of the shares  voting
at a meeting at which a quorum is present is generally  required to approve most
shareholder  action.  As a result,  our sole  shareholder is able to control the
outcome of  shareholder  votes,  including  votes  concerning  the  election  of
directors, amendments to our Certificate of Incorporation or proposed mergers or
other significant corporate transactions.

WE HAVE  NEVER  PAID A DIVIDEND  ON OUR  COMMON  STOCK AND WE DO NOT  ANTICIPATE
PAYING ANY IN THE FORESEEABLE FUTURE.

We have not paid a cash  dividend  on our  common  stock to date,  and we do not
intend to pay cash  dividends  in the  foreseeable  future.  Our  ability to pay
dividends  will  depend  on our  ability  to  successfully  develop  one or more

                                       13
<PAGE>
properties and generate revenue from operations. Notwithstanding, we will likely
elect to retain  earnings,  if any, to finance our growth.  Future dividends may
also be limited by bank loan agreements or other financing  instruments  that we
may enter into in the future.  The  declaration and payment of dividends will be
at the discretion of our Board of Directors.

WE HAVE NOT VOLUNTARILY  IMPLEMENTED VARIOUS CORPORATE GOVERNANCE  MEASURES,  IN
THE ABSENCE OF WHICH,  SHAREHOLDERS  MAY HAVE MORE LIMITED  PROTECTIONS  AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent U. S. legislation, including the Sarbanes-Oxley Act of 2002, has resulted
in the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets.  Some of these
measures have been adopted in response to legal  requirements.  Others have been
adopted by  companies  in response to the  requirements  of national  securities
exchanges,  such  as the  NYSE  or The  NASDAQ  Stock  Market,  on  which  their
securities are listed. Among the corporate governance measures that are required
under the rules of  national  securities  exchanges  and  NASDAQ  are those that
address  board of directors'  independence,  audit  committee  oversight and the
adoption of a code of ethics.  We have not yet  adopted  any of these  corporate
governance  measures  and,  since our  securities  are not  listed on a national
securities exchange or NASDAQ, we are not required to do so. It is possible that
if we  were  to  adopt  some  or all of  these  corporate  governance  measures,
shareholders  would  benefit from  somewhat  greater  assurances  that  internal
corporate decisions were being made by disinterested directors and that policies
had been implemented to define responsible  conduct. For example, in the absence
of  audit,  nominating  and  compensation  committees  comprised  of at  least a
majority  of  independent  directors,   decisions  concerning  matters  such  as
compensation  packages to our senior officers and  recommendations  for director
nominees  may be made by a majority  of  directors  who have an  interest in the
outcome of the matters being decided.  Prospective investors should bear in mind
our  current  lack  of  corporate   governance  measures  in  formulating  their
investment decisions.

ITEM 1B UNRESOLVED STAFF COMMENTS

None

ITEM 2 PROPERTIES

We do not hold  ownership or leasehold  interest in any property  other than the
mining claim. To date, our president,  Andrea  Schlectman,  has provided us with
office space and related office services free of charge.  There is no obligation
for or guarantee that this arrangement will continue in the future.

ITEM 3 LEGAL PROCEEDINGS

There are no pending, nor to our knowledge threatened, legal proceedings against
the Company

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted  to a vote of the security  holders  during the
year ended October 31, 2009.

                                     PART II

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

There is no public  market for our common  stock.  Therefore,  the  current  and
potential market for our common stock is limited and the liquidity of our shares
may be severely  limited.  To date, we have made no effort to obtain  listing or
quotation of our securities on a national stock exchange or association. We have
not identified or approached any  broker/dealers  with regard to assisting us to
apply  for such  listing.  We are  unable  to  estimate  if or when we expect to
undertake this endeavor.  No market may ever develop for our common stock, or if
developed, may not be sustained in the future. Accordingly, our shares should be
considered  totally illiquid,  which inhibits  investors'  ability to sell their
Shares.  The market  price of the Shares of common  stock is likely to be highly

                                       14
<PAGE>
volatile  and  may be  significantly  affected  by  factors  such as  actual  or
anticipated  fluctuations in the Company's  operating results,  announcements of
technological innovations,  new products and/or services or new contracts by the
Company  or  its  competitors,   developments  with  respect  to  copyrights  or
proprietary  rights,   adoption  of  new  accounting   standards  or  regulatory
requirements  affecting  the  business,  general  market  conditions  and  other
factors. In addition, the stock market from time to time experiences significant
price and volume fluctuations that may adversely affect the market price for the
Company's  common stock. As of the date of this report,  we have one shareholder
of record. We have paid no cash dividends and have no outstanding options.

PENNY STOCK REGULATION

The SEC has adopted  regulations  which generally define "penny stock" to be any
equity  security  that has a market  price (as  defined)  of less than $5.00 per
share or an exercise  price of less than $5.00 per share.  Such  securities  are
subject  to  rules  that  impose  additional  sales  practice   requirements  on
broker-dealers  who sell them.  For  transactions  covered by these  rules,  the
broker-dealer must make a special suitability determination for the purchaser of
such  securities  and have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny  stock,  unless  exempt,  the rules  require  the  delivery,  prior to the
transaction,  of a disclosure schedule prepared by the SEC relating to the penny
stock market.  The broker-dealer  also must disclose the commissions  payable to
both the broker-dealer and the registered representative, current quotations for
the  securities  and,  if  the  broker-dealer  is  the  sole  market-maker,  the
broker-dealer must disclose this fact and the  broker-dealer's  presumed control
over the market.  Finally, among other requirements,  monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. As the Shares immediately
following  this  Offering  will  likely be subject to such  penny  stock  rules,
purchasers  in this Offering will in all  likelihood  find it more  difficult to
sell their Shares in the secondary market.

ITEM 6 SELECTED FINANCIAL DATA

The Company was  organized  on July 23,  2007.  Our total  current  assets as of
October 31, 2009 were $12,795, our current liabilities  including a $16,500 loan
from director were $79,476, and our total stockholder deficiency was $66,681. As
of October 31, 2009, the Company held cash and cash equivalents in the amount of
$12,295.  From  inception  through  October  31,  2009 we incurred a net loss of
$81,681. The recoverability of costs incurred for acquisition and exploration of
the  Property  is  dependent  upon  the  Company's   discovery  of  economically
recoverable reserves and the Company's ability to obtain financing sufficient to
satisfy the expenditure requirements and to complete development of the Property
and pursue production and sales thereof.

The notes to the Company's financial  statements express substantial doubt about
the Company's  ability to continue as a going  concern  because of the Company's
accumulated  deficit since inception of $81,681 and the further losses which are
anticipated  in the  development  of its  business.  The  Company's  ability  to
continue  as a going  concern is  dependent  upon the  Company's  generation  of
profits in the future and/or the ability to obtain  financing  necessary to meet
its obligations and repay its liabilities.

During the year ended October 31, 2009, general and administrative  expenses and
net loss incurred  increased 33.6% or $10,969 from $32,606 during the year ended
October 31, 2008 to $43,575.  This resulted from increased  expenses  related to
the planned registration and sale of stock.

ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS

FORWARD LOOKING STATEMENTS

THIS  REPORT  CONTAINS  PROJECTIONS  AND  STATEMENTS  RELATING  TO COMPANY  THAT
CONSTITUTE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED  BY  THE  USE  OF   PREDICTIVE,   FUTURE-TENSE   OR   FORWARD-LOOKING
TERMINOLOGY,   SUCH  AS   "INTENDS,"   "BELIEVES,"   "ANTICIPATES,"   "EXPECTS,"
"ESTIMATES,"  "MAY," "WILL," OR SIMILAR TERMS.  SUCH STATEMENTS SPEAK ONLY AS OF
THE DATE OF SUCH STATEMENT,  AND THE COMPANY UNDERTAKES NO ONGOING OBLIGATION TO
UPDATE SUCH STATEMENTS.  THESE  STATEMENTS  APPEAR IN A NUMBER OF PLACES IN THIS
REPORT  AND  INCLUDE  STATEMENTS   REGARDING  THE  INTENT,   BELIEF  OR  CURRENT
EXPECTATIONS OF THE COMPANY, AND ITS RESPECTIVE DIRECTORS,  OFFICERS OR ADVISORS
WITH  RESPECT  TO,  AMONG  OTHER  THINGS:  (1) TRENDS  AFFECTING  THE  COMPANY'S
FINANCIAL  CONDITION,  RESULTS  OF  OPERATIONS  OR  FUTURE  PROSPECTS,  (2)  THE
COMPANY'S  BUSINESS AND GROWTH STRATEGIES AND (3) THE COMPANY'S  FINANCING PLANS

                                       15
<PAGE>
AND FORECASTS.  POTENTIAL INVESTORS ARE CAUTIONED THAT ANY SUCH  FORWARD-LOOKING
STATEMENTS  ARE NOT  GUARANTEES OF FUTURE  PERFORMANCE  AND INVOLVE  SIGNIFICANT
RISKS AND UNCERTAINTIES, AND THAT, SHOULD CONDITIONS CHANGE OR SHOULD ANY ONE OR
MORE OF THE RISKS OR  UNCERTAINTIES  MATERIALIZE OR SHOULD ANY OF THE UNDERLYING
ASSUMPTIONS OF THE COMPANY PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE  PROJECTED IN THE  FORWARD-LOOKING  STATEMENTS AS A RESULT OF VARIOUS
FACTORS,  SOME OF WHICH ARE UNKNOWN. THE FACTORS THAT COULD ADVERSELY AFFECT THE
ACTUAL RESULTS AND PERFORMANCE OF THE COMPANY INCLUDE,  WITHOUT LIMITATION,  THE
COMPANY'S  INABILITY TO RAISE ADDITIONAL FUNDS TO SUPPORT OPERATIONS AND CAPITAL
EXPENDITURES,  THE COMPANY'S  INABILITY TO  EFFECTIVELY  MANAGE ITS GROWTH,  THE
COMPANY'S INABILITY TO ACHIEVE GREATER AND BROADER MARKET ACCEPTANCE IN EXISTING
AND NEW MARKET SEGMENTS, THE COMPANY'S INABILITY TO SUCCESSFULLY COMPETE AGAINST
EXISTING  AND  FUTURE   COMPETITORS,   THE  COMPANY'S  RELIANCE  ON  INDEPENDENT
MANUFACTURERS  AND  SUPPLIERS,  DISRUPTIONS  IN THE SUPPLY CHAIN,  THE COMPANY'S
INABILITY  TO  PROTECT  ITS  INTELLECTUAL  PROPERTY,   OTHER  FACTORS  DESCRIBED
ELSEWHERE IN THIS  REPORT,  OR OTHER  REASONS.  ALL  FORWARD-LOOKING  STATEMENTS
ATTRIBUTABLE  TO THE  COMPANY  OR PERSONS  ACTING ON ITS  BEHALF  ARE  EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY STATEMENTS AND THE "RISK
FACTORS" DESCRIBED HEREIN.

The following discussion of our financial condition and plan of operation should
be read in conjunction  with the Company's  financial  statements,  the notes to
those  statements and the information  included  elsewhere in this Report.  This
discussion   includes   forward-looking   statements   that  involve  risks  and
uncertainties.  As a result of many factors, such as those set forth under "RISK
FACTORS" and elsewhere in this Report,  our actual results may differ materially
from those anticipated in these forward-looking statements.

OVERVIEW

We are  engaged  in the  business  of  acquisition  and  exploration  of mineral
properties,  primarily  for copper and other  metals.  The  Company has staked a
claim on certain  property  located in the  Osoyoos  Mining  Division of British
Columbia, Canada. This property consists of one claim held by Reza Mohammed (the
"Trustee")  under  Declaration  of Trust dated November 28, 2007 in favor of the
Company  and is  located  about 15 km north  of the  town of  Keremeos  in south
central  British  Columbia.  We are  presently in the  exploration  stage at the
Property.  We have not generated  revenue from mining  operations.  In August of
2007 we engaged George Coetzee, an exploration and mine geologist, to assess the
Property for mineral occurrences.

Mr.  Coetzee,  who has worked as an exploration and mine geologist for 24 years,
studied a compilation  of published  data,  maps and reports  available from the
British Columbia Governmental  geological database.  The consultant examined the
geology  of the  Property  and its  immediate  surrounding  area in  August  and
September of 2007 to locate skarn copper occurrence and to determine the mode of
development and assess the mineral potential of the Property.

PLAN OF OPERATION

Mineral  property  exploration  is typically  conducted in phases.  Based on our
consultant's  studies, Mr. Coetzee recommends a two-phase program of exploration
on the Property.

The first phase of exploration  estimated to cost $28,640 would include  further
reconnaissance  prospecting  entailing silt sampling of all creeks  draining the
Property  area,  geological  mapping and  examination  of all rock  outcrops for
potential  sulphide  mineralization  and a  ground  geological  survey  over the
magnetic anomalies  highlighted by a previous MAG airborne survey as well as new
targets identified by the mapping program.

After the completion of the first phase of the exploration program, we will have
review the results and conclusions  and evaluate the  advisability of additional
exploration work on the Property The second phase of exploration,  if warranted,
would include  trenching and a localized  geochemical soil sampling program over
the magnetic anomalies and showings and a proposed budget of $25,480.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

We have not yet commenced the initial phase of exploration  on the Property.  We
would  need  additional  financing  to  cover  exploration  costs,  although  we
currently do not have any specific  financing  arranged  except the  anticipated

                                       16
<PAGE>
offering  and sale of  shares  pursuant  to a  post-effective  amendment  of the
Company's  registration  statement.  Further  exploration  would be  subject  to
financing.  Management  expects to finance  operating costs over the next twelve
months with  existing  cash on hand,  loans and/or the  proceeds  from any stock
offering.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2009, our total assets were $12,795, and our total liabilities
were  $79,476.  From  inception  on July 23, 2007 through  October 31, 2009,  we
incurred a net loss of $81,681.  As of October 31,  2009,  we held cash and cash
equivalents of $12,295.

The  Company  has no firm  cash  commitments  for  capital  expenditures  and is
expending no capital pending the receipt of funds through sales of its stock, if
any. The Company intends to file a Post-Effective  Amendment to its Registration
Statement  on Form S-1 to extend the  expiration  of the  offering  period.  The
Company  expects  that the minimum  proceeds  from the  Offering to be conducted
thereunder will be sufficient to support its business plan for twelve months. If
the Company receives proceeds in excess of the Minimum Offering Amount, the pace
at  which  the  Company  can  pursue  its  business  plan  will be  accelerated.
Initially, the Company's sole focus will be the exploration of the Property.

If commercially viable metal or mineral reserves are found on the Property,  the
Company intends to mine the reserves. The funds generated from a stock offering,
to the  extent  they  exceed  exploration  costs,  will  support  the  Company's
development of the mineral reserves if any are found on the Property.

If the  Company  successfully  mines any  minerals or metals  discovered  on the
Property,  it will explore sales  opportunities  for such products.  The Company
intends to use a portion of the proceeds from any stock offering,  to the extent
they exceed exploration costs, to develop such sales opportunities.

The Company is in its exploration stage and has not begun  operations.  As such,
the Company has no historical periods with which to compare  anticipated capital
requirements  in the future.  The Company will use the  proceeds  from any stock
offering  to support  its  capital  requirements.  To the best of the  Company's
knowledge,  it is not aware of any event or future  trend  which would cause the
Company's  anticipated  capital  requirements  to exceed  the  Minimum  Offering
Amount.

IMPORTANT ASSUMPTIONS

Mineral  exploration  and  development  involve  a high  degree  of risk and few
properties that are explored are ultimately  developed into producing  mines. At
this stage without having conducted the initial exploration phase, we are unable
to determine whether future mineral exploration and development  activities will
result in any  discoveries of proven or probable  reserves.  Even if we discover
commercial  quantities  of  mineralization,  the mineral  property  may never be
brought into commercial  production.  Our development of mineral properties will
occur  only upon  obtaining  sufficient  funding  and  satisfactory  exploration
results.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

                                       17
<PAGE>
ITEM 8 FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                      19

Balance Sheets                                                               20

Statements of Operations                                                     21

Statements of Changes in Stockholder's Deficiency                            22

Statements of Cash Flows                                                     23

Notes to Financial Statements                                                24


                                       18
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Kopr Resources Corp.

We have audited the  accompanying  balance  sheets of Kopr  Resources  Corp. (an
Exploration  Stage Company) ("the  Company") as of October 31, 2009 and 2008 and
the related  statements of operations,  stockholder's  deficiency and cash flows
for the years then and for the period from July 23, 2007  (inception) to October
31, 2009.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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 the Company as of October 31,
2009 and 2008 and the results of its operations and its cash flows for the years
then ended and for the period from July 23, 2007 (inception) to October 31, 2009
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 1, the Company
has incurred  significant  losses since its  inception  and has limited  capital
resources.  These conditions raise substantial doubt about the Company's ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  discussed  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Bernstein & Pinchuk LLP
------------------------------------
New York, New York
January 28, 2010

                                       19
<PAGE>

                              KOPR RESOURCES CORP.
                         (An Exploration Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                            October 31,
                                                                                    ---------------------------
                                                                                      2009               2008
                                                                                    --------           --------
<S>                                                                                 <C>                <C>
                                     ASSETS

Current assets
  Cash and cash equivalents                                                         $ 12,295           $  4,379
  Prepaid Expense                                                                        500                 --
                                                                                    --------           --------

Total current assets                                                                $ 12,795           $  4,379
                                                                                    ========           ========

                    LIABILITIES AND STOCKHOLDER'S DEFICIENCY

Current liabilities
  Accounts payable                                                                  $ 62,976           $ 27,485
  Loan from director                                                                  16,500                 --
                                                                                    --------           --------
TOTAL CURRENT LIABILITIES                                                             79,476             27,485
                                                                                    --------           --------
Long term liabilities

                            STOCKHOLDER'S DEFICIENCY

Preferred stock $0.001 par value 75,000,000 shares authorized; none issued                --                 --

Common stock $0.001 par value; 150,000,000 shares authorized;
  2,501,500 shares issued and outstanding for both years                               2,502              2,502

Additional paid-in-capital                                                            12,498             12,498

Deficit accumulated during exploration stage                                         (81,681)           (38,106)
                                                                                    --------           --------
TOTAL STOCKHOLDER'S DEFICIENCY                                                       (66,681)           (23,106)
                                                                                    --------           --------

                                                                                    $ 12,795           $  4,379
                                                                                    ========           ========
</TABLE>


                        See notes to financial statements

                                       20
<PAGE>
                              KOPR RESOURCES CORP.
                         (An Exploration Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                     For the Period
                                                                                     July 23, 2007
                                                       Years Ended                    (Inception)
                                                        October 31,                     Through
                                             -------------------------------           October 31,
                                                2009                 2008                 2009
                                             ----------           ----------           ----------
<S>                                          <C>                  <C>                  <C>
Revenues                                     $       --           $       --           $       --

Cost of sales                                        --                   --                   --
                                             ----------           ----------           ----------

Gross margin                                         --                   --                   --
                                             ----------           ----------           ----------

Operating Expense                                    --                   --                   --

General & administrative expenses                43,575               32,606               81,681

LOSS BEFORE INCOME TAX EXPENSE                  (43,575)             (32,606)             (81,681)

Income tax expense                                   --                   --                   --
                                             ----------           ----------           ----------

NET LOSS                                     $  (43,575)          $  (32,606)          $  (81,681)
                                             ==========           ==========           ==========

Loss per share basic and diluted             $    (0.02)          $    (0.03)
                                             ==========           ==========
Weighted average number of common shares
 outstanding basic and diluted                2,501,500            1,046,582
                                             ==========           ==========
</TABLE>


                        See notes to financial statements

                                       21
<PAGE>
                              Kopr Resources Corp.
                         (An Exploration Stage Company)
           Statements of Changes in Shareholder's Equity (Deficiency)
     For the Period from July 23, 2007(Inception) through October 31, 2008

<TABLE>
<CAPTION>
                                                                                         Deficit
                                                                                       Accumulated
                                                   Common Stock          Additional       During          Total
                                               ---------------------      Paid-in      Exploration     Stockholders'
                                               Shares         Amount      Capital         Stage           Equity
                                               ------         ------      -------         -----           ------
<S>                                           <C>          <C>           <C>           <C>             <C>
September 25, 2007 stock issued for cash          1,500      $      2     $  9,998      $      --       $  10,000
Net loss                                                                                   (5,500)         (5,500)
                                            -----------      --------     --------      ---------       ---------
Balance October 31, 2007                          1,500             2        9,998         (5,500)          4,500
                                            ===========      ========     ========      =========       =========

June 1, 2008 stock issued for cash            2,500,000         2,500        2,500                          5,000
Net loss                                                                                  (32,606)        (32,606)
                                            -----------      --------     --------      ---------       ---------
Balance October 31, 2008                      2,501,500         2,502       12,498        (38,106)        (23,106)
                                            ===========      ========     ========      =========       =========

Net loss                                                                                  (43,575)        (43,575)
                                            -----------      --------     --------      ---------       ---------

BALANCE OCTOBER 31, 2009                      2,501,500      $  2,502     $ 12,498      $ (81,681)      $ (66,681)
                                            ===========      ========     ========      =========       =========
</TABLE>


                        See notes to financial statements

                                       22
<PAGE>
                              KOPR RESOURCES CORP.
                         (An Exploration Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                            For the Period
                                                                                             July 23, 2007
                                                                  Years Ended                 (Inception)
                                                                   October 31,                  Through
                                                         ---------------------------          October 31,
                                                           2009               2008               2009
                                                         --------           --------           --------
<S>                                                      <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $(43,575)          $(32,606)          $(81,681)
  Adjustments to reconcile net loss to net
   cash used in operating activities
  Changes in operating assets and liabilities
    Pre-paid expense                                         (500)                --               (500)
    Accounts payable                                       35,491             21,985             62,976
                                                         --------           --------           --------
NET CASH USED IN OPERATING ACTIVITIES                      (8,584)           (10,621)           (19,205)
                                                         --------           --------           --------

CASH FLOW FROM INVESTING ACTIVITIES                            --                 --                 --
                                                         --------           --------           --------
NET CASH USED IN INVESTING ACTIVITIES                          --                 --                 --
                                                         --------           --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loan from director                                       16,500                 --             16,500
  Proceeds from sale of common stock                           --              5,000             15,000
                                                         --------           --------           --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  16,500              5,000             31,500
                                                         --------           --------           --------

Net increase (decrease) in cash and cash equivalents        7,916            (10,621)            12,295

Cash and cash equivalents at beginning of period            4,379             10,000                 --
                                                         --------           --------           --------

Cash and cash equivalents at end of period               $ 12,295           $  4,379           $ 12,295
                                                         ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the year for:
  Interest                                               $     --           $     --           $     --
                                                         ========           ========           ========
  Income Taxes                                           $     --           $     --           $     --
                                                         ========           ========           ========
</TABLE>


                        See notes to financial statements

                                       23
<PAGE>
                              Kopr Resources Corp.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                            (Stated in U.S. Dollars)


1. NATURE AND CONTINUANCE OF OPERATIONS

Kopr Resources  Corp.,  ("the Company") was  incorporated  under the laws of the
State of Delaware on July 23, 2007. The Company is in the  exploration  stage of
its resource  business and it was generally  inactive during the period July 23,
2007 (inception) to October 31, 2009. During the year ended October 31, 2008 the
Company  commenced  its limited  activities  by issuing  shares and  acquiring a
mineral  property  located in the Osoyoos Mining  Division of British  Columbia,
Canada.  The Company  has not yet  determined  whether  this  property  contains
reserves that are economically recoverable. The recoverability of costs incurred
for  acquisition  and  exploration  of the property  will be dependent  upon the
discovery of economically  recoverable  reserves,  confirmation of the Company's
interest  in the  underlying  property,  the  ability  of the  Company to obtain
necessary  financing to satisfy the expenditure  requirements under the property
agreement  and to  complete  the  development  of the  property  and upon future
profitable production or proceeds for the sale thereof.

The Company's tax reporting year end is October 31.

These  financial  statements  have been  prepared on a going concern basis which
assumes  the  Company  will be able to  realize  its assets  and  discharge  its
liabilities  in the normal course of business for the  foreseeable  future.  The
Company has incurred losses since inception  resulting in an accumulated deficit
during the  exploration  stage of $81,681 as of  October  31,  2009 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. The ability to
continue as a going concern is dependent upon the Company generating  profitable
operations in the future  and/or to obtain the  necessary  financing to meet its
existing  obligations  and repay its  liabilities  arising from normal  business
operations  when they come due.  Management  intends to finance  operating costs
over the next twelve months with existing cash on hand and loans from  directors
and or private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial  statements  of the Company have been prepared in accordance  with
generally accepted  accounting  principles in the United States of America.  All
amounts are presented in U.S. dollars.

EXPLORATION STAGE COMPANY

The Company complies with Accounting  Standards  Codification ("ASC") 915-235-50
and Securities and Exchange Commission Act Guide 7 for it's  characterization of
the Company as an exploration stage enterprise.

MINERAL INTERESTS

Mineral property acquisition,  exploration and development costs are expensed as
incurred  until such time as economic  reserves  are  quantified.  To date,  the
Company  has not  established  any proven or  probable  reserves  on its mineral

                                       24
<PAGE>
properties.  The Company has adopted the provisions of SFAS No. 143  "Accounting
for Asset Retirement  Obligations"  which establishes  standards for the initial
measurement and subsequent accounting for obligations  associated with the sale,
abandonment,  or other disposal of long -lived  tangible assets arising from the
acquisition,  construction  or  development  and for normal  operations  of such
assets.  As at October 31,  2009,  any  potential  costs  relating to the future
retirement of the Company's mineral property have not yet been determined.

USE OF ESTIMATES AND ASSUMPTIONS

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

FOREIGN CURRENCY TRANSLATION

The financial  statements are presented in United States dollars.  In accordance
with  Statement  of  Financial  Accounting  Standards  No. 52 "Foreign  Currency
Translation," foreign denominated monetary assets and liabilities are translated
into their United States dollar  equivalents  using foreign exchange rates which
prevailed at the balance sheet date.  Non monetary  assets and  liabilities  are
translated at the exchange rates prevailing on the transaction date. Revenue and
expenses are translated at average rates of exchange  during the year.  Gains or
losses resulting from foreign  currency  transactions are included in results of
operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  value  of cash  and  accounts  payable  and  accrued  liabilities
approximates   their  fair  value  because  of  the  short   maturity  of  these
instruments.  Unless otherwise noted, it is management's  opinion the Company is
not exposed to significant  interest currency or credit risks arising from these
financial instruments.

ENVIRONMENT COSTS

Environmental  expenditures  that relate to current  operations  are expensed or
capitalized as appropriate.  Expenditures  that relate to an existing  condition
caused by past  operations,  and which do not  contribute  to  current or future
revenue  generation,  are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probably, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.

INCOME TAXES

The Company  follows the accrual  method of accounting  for income taxes.  Under
this method,  deferred  income tax assets and liabilities are recognized for the
estimated tax  consequences  attributable  to differences  between the financial
statement  carrying  values and their  respective  income  tax basis  (temporary
differences).  The effect on the deferred income tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

At October 31,  2009 a full  deferred  tax asset  valuation  allowance  has been
provided and no deferred tax asset has been recorded.

                                       25
<PAGE>
BASIC AND DILUTED LOSS PER SHARE

The Company computes loss per share in accordance with ASC 260-10-45.  "Earnings
per Share",  (SFAS 128) which  requires  presentation  of both basic and diluted
earnings per share on the face of the  statement of  operations.  Basic loss per
share is computed by dividing net loss available to common  shareholders  by the
weighted average number of outstanding common shares during the period.  Diluted
loss per share gives effect to all dilutive  potential common shares outstanding
during the period.  Dilutive loss per share excludes all potential common shares
if their effect is anti-dilutive.

The Company has no potential dilutive  instruments.  Basic loss and diluted loss
per share are equal.

STOCK BASED COMPENSATION

In December 2004, the FASB issued SFAS No. 123R,  "Share-Based  Payments," which
replaced SFAS No. 123, "Accounting for Stock-Based  Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees." In January 2005,
the Securities and Exchange  Commission ("SEC") issued Staff Accounting Bulletin
("SAB")  No.   107,   "Share-Based   Payment,"   which   provides   supplemental
implementation guidance for SFAS No. 123R SFAS No. 123R requires all share based
payments  to  employees ,  including  grants of employee  stock  options,  to be
recognized in the financial statements based on the grant date fair value of the
award. SFAS No. 123R was to be effective for interim or annual reporting periods
beginning  on or after June 15, 2005,  but in April 2005,  the SEC issued a rule
that will permit most registrants to implement SFAS No. 123R at the beginning of
their next fiscal year, instead of the next reporting period as required by SFAS
No. 123R. The pro-forma disclosures  previously permitted under SFAS No. 123R no
longer will be an alternative to financial statement recognition. Under SFAS No.
123R, the Company must determine the appropriate fair value model to be used for
valuing share-based payments, the amortization method for compensation costs and
the transition method to be used at date of adoption.

The transition  methods include  prospective and retroactive  adoption  options.
Under the  retroactive  options,  prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented.  The prospective
method  requires that  compensation  expense be recorded for all unvested  stock
options and  restricted  stock at the beginning of the first quarter of adoption
of SFAS No.  123R,  while the  retroactive  methods  would  record  compensation
expense for all unvested stock options and restricted  stock  beginning with the
first period restated.  The Company adopted the modified prospective approach of
SFAS No 123R for the period ended  October 31, 2009.  The Company did not record
any  compensation  expense for the period ended  October 31, 2009 because  there
were no stock options outstanding prior to, or at October 31, 2009.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2009, we adopted the Financial  Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 105-10, "Generally Accepted Accounting
Principles."   ASC   105-10   establishes   the   FASB   Accounting    Standards
Codification(TM)  ("Codification")  as the  source of  authoritative  accounting
principles  recognized by the FASB to be applied by nongovernmental  entities in
the  preparation  of  financial  statements  in  conformity  with  GAAP  for SEC
registrants.  All guidance contained in the Codification  carries an equal level
of authority.  The Codification  supersedes all existing non-SEC  accounting and
reporting  standards.  The FASB  will now  issue  new  standards  in the form of
Accounting  Standards  Updates  ("ASUs").  The FASB  will not  consider  ASUs as
authoritative  in  their  own  right.   ASUs  will  serve  only  to  update  the
Codification,  provide background information about the guidance and provide the

                                       26
<PAGE>
bases for  conclusions on the changes in the  Codification.  References  made to
FASB guidance have been updated for the Codification throughout this document.

In June 2009, the FASB issued  Statement of Financial  Accounting  Standards No.
165, "Subsequent Events" (ASC Topic 855). SFAS 165 establishes general standards
of  accounting  for and  disclosure of events that occur after the balance sheet
date but before  financial  statements are issued or are available to be issued.
SFAS 165  applies to both  interim  financial  statements  and annual  financial
statements. SFAS 165 is effective for interim or annual financial periods ending
after June 15, 2009.  SFAS 165 does not have a material  impact on our financial
statements (see Note 1).

In June 2009, the FASB issued  Statement of Financial  Accounting  Standards No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted  Accounting  Principles"  (ASC  Topic  105).  SFAS  168  replaces  FASB
Statement No. 162, "The Hierarchy of Generally Accepted Accounting  Principles",
and establishes the FASB Accounting Standards  Codification  ("Codification") as
the source of authoritative  accounting  principles recognized by the FASB to be
applied by nongovernmental  entities in the preparation of financial  statements
in conformity with generally accepted accounting  principles ("GAAP").  SFAS 168
is effective for interim and annual periods ending after September 15, 2009. The
Company  will begin to use the new  Codification  when  referring to GAAP in its
annual report on Form 10-K for the fiscal year ending January 3, 2010. This will
not have an impact on the consolidated results of the Company.

In April 2009,  the FASB issued  FASB Staff  Position  107-1 (ASC Topic 825) and
Accounting  Principles Board 28-1 (ASC Topic 270),  "Interim  Disclosures  about
Fair  Value  of  Financial   Instruments".   FSP  107-1  amends  SFAS  No.  107,
"Disclosures About Fair Value of Financial  Instruments," to require disclosures
about fair value of  financial  instruments  for  interim  reporting  periods of
publicly traded companies as well as in annual financial  statements.  FSP 107-1
also amends APB Opinion No. 28, "Interim Financial  Reporting," to require those
disclosures in summarized  financial  information at interim reporting  periods.
FSP 107-1 is effective for interim reporting periods ending after June 15, 2009.
FSP107-1  does  not  require  disclosures  for  earlier  periods  presented  for
comparative  purposes at initial  adoption.  In periods after initial  adoption,
this FSP requires comparative  disclosures only for periods ending after initial
adoption. The Company adopted FSP 107-1 in the second quarter of 2009. FSP 107-1
did not have a material impact on the financial statements.

In April 2009,  the FASB issued FASB Staff  Position  157-4,  "Determining  Fair
Value When the  Volume and Level of  Activity  for the Asset or  Liability  Have
Significantly Decreased and Identifying  Transactions That Are Not Orderly" (ASC
Topic 820). FSP 157-4 provides  additional guidance for estimating fair value in
accordance  with SFAS No. 157,  "Fair Value  Measurements,"  when the volume and
level of activity for the asset or liability have significantly  decreased.  FSP
157-4 also  includes  guidance  on  identifying  circumstances  that  indicate a
transaction  is not  orderly.  FSP 157-4 is  effective  for  interim  and annual
reporting  periods ending after June 15, 2009. The Company  adopted FSP 157-4 in
the  second  quarter of 2009.  FSP 107-1 did not have a  material  impact on the
financial statements.

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

As new accounting  pronouncements  are issued, the Company will adopt those that
are applicable under the circumstances.

                                       27
<PAGE>
3. COMMON STOCK TRANSACTIONS

The total number of common shares  authorized  that may be issued by the Company
is 150,000,000  shares and 75,000,000  preferred shares each with a par value of
$.001 per share. No other class of shares is authorized.

On July 23,  2007,  the  Company  issued  1,500  shares of  common  stock to the
Director, for total cash proceeds of $10,000.

On June 1, 2008,  the Company  issued  2,500,000 of common stock to the Director
for total proceeds of $5,000.

At October 31, 2009, there were no shares of preferred  stock,  stock options or
warrants issued.

4. MINERAL INTERESTS

On November 28, 2007, the Company  entered into a purchase and sale agreement to
acquire a 100%  interest  in one  mining  claim of  approximately  505  hectares
located in the mining division  approximately 15 kilometers north of the town of
Keremos, in South Central British Columbia, Canada.

The  mineral  interest  is held in trust for the  Company  by the  vendor of the
property.  Upon request from the Company,  the title will be changed to the name
of the  Company  with the  appropriate  mining  recorder.  The Claim is assigned
Tenure Number 541991 and is recorded in the name of Reza Mohammed.  The Claim is
in good standing to January 26, 2011.

5. INCOME TAXES

As of October 31, 2009,  the Company had a net operating  loss carry forwards of
approximately  $38,100  that may be available to reduce  future  years'  taxable
income  through 2029.  Future tax benefits  which may arise as a result of these
losses  have  not  been  recognized  in  these  financial  statements,  as their
realization is determined not likely to occur and  accordingly,  the Company has
not recorded a valuation  allowance for the deferred tax asset  relating to this
tax loss carry forward.

6. RELATED PARTY TRANSACTIONS - LOANS FROM DIRECTORS

On July 31, 2007, in connection with its organization,  the Company issued 1,500
shares of common stock to Andrea Schlectman, the sole shareholder,  director and
officer of the Company, for consideration of $10,000.

On June 1, 2008,  the Company issued  2,500,000  shares of common stock at $.002
per share for a total of $5,000 to Andrea  Schlectman as  reimbursement  for Ms.
Schlectman's payment of $5,000 on behalf of the Company for its mining claim.

Andrea  Schlectman  may  in  the  future,  become  involved  in  other  business
opportunities  as they may become  available,  thus she may face a  conflict  in
selecting between the Company and her other business opportunities.  The Company
has not formulated a policy for the resolution of such a conflict.

While the Company is seeking additional funds, the director has loaned monies to
pay for certain expenses incurred.  These loan(s) are interest free and there is
no specific time for  repayment.  The balance due the director as of October 31,
2009 is $16,500.

                                       28
<PAGE>
7. SUBSEQUENT EVENTS

The Company has  evaluated  events  subsequent to October 31, 2009 to assess the
need for potential  recognition  or disclosure in this report.  Such events were
evaluated  through  January 28, 2010, the date these  financial  statements were
issued. Based upon this evaluation,  it was determined that no subsequent events
occurred that require recognition or disclosure in the financial statements.


                                       29
<PAGE>
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       DISCLOSURE

There have been no changes in, or  disagreements  with the  Company's  principal
independent  registered  public  accounting  firm for the two-year  period ended
December 31, 2009.

ITEM 9A CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report,  our sole officer and
director performed an evaluation of the effectiveness of our disclosure controls
and procedures as defined in Rules  13a-15(e) and 15d-15(e) of the Exchange Act.
Based on the evaluation  and the  identification  of the material  weaknesses in
internal control over financial  reporting described below, our sole officer and
director  concluded  that,  as of October 31,  2009,  the  Company's  disclosure
controls and procedures were not effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of
the  Exchange  Act.  Internal  control  over  financial  reporting  is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the  preparation of financial  statements in accordance with GAAP.
Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect  misstatements.  Also, projection of any evaluation of
effectiveness  to future periods is subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Andrea  Schlectman,  our President and sole director has conducted an assessment
of our  internal  control  over  financial  reporting  as of October  31,  2009.
Management's  assessment  of  internal  control  over  financial  reporting  was
conducted  using the  criteria in Internal  Control over  Financial  Reporting -
Guidance for Smaller  Public  Companies  issued by the  Committee of  Sponsoring
Organizations of the Treadway Commission ("COSO").

A material  weakness is a  deficiency,  or a  combination  of  deficiencies,  in
internal  control  over  financial  reporting,  such that there is a  reasonable
possibility  that a material  misstatement  of the  Company's  annual or interim
financial  statements  will not be prevented or detected on a timely  basis.  In
connection with  management's  assessment of our internal control over financial
reporting as required  under Section 404 of the  Sarbanes-Oxley  Act of 2002, we
identified  the  following  material  weaknesses  in our  internal  control over
financial reporting as of October 31, 2009:

     1. The Company has not established  adequate financial reporting monitoring
procedures to mitigate the risk of  management  override,  specifically  because
there  are no  employees  and only one  officer  and  director  with  management
functions and therefore there is lack of segregation of duties. In addition, the
Company does not have accounting  software to prevent  erroneous or unauthorized
changes to previous  reporting  periods or to provide an adequate audit trail of
entries.  However,  although our controls are not effective,  these  significant
weaknesses  did  not  result  in any  material  misstatements  in our  financial
statements.

     2. In addition,  there is insufficient  oversight of accounting  principles
implementation and insufficient oversight of external audit functions.

     3. There is a strong reliance on the external auditors to review and adjust
the  annual and  quarterly  financial  statements,  to  monitor  new  accounting
principles, and to ensure compliance with GAAP and SEC disclosure requirements.

     4. There is a strong reliance on the external  attorneys to review and edit
the annual and quarterly  filings and to ensure  compliance  with SEC disclosure
requirements.

Because of the material weaknesses noted above, management has concluded that we
did not  maintain  effective  internal  control over  financial  reporting as of
October 31, 2009, based on Internal Control over Financial  Reporting - Guidance
for Smaller Public Companies issued by COSO.

                                       30
<PAGE>
REMEDIATION OF MATERIAL WEAKNESSES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As a small business,  without a viable  business and revenues,  the Company does
not have the resources to install a dedicated  staff with deep  expertise in all
facets of SEC  disclosure  and GAAP  compliance.  As is the case with many small
businesses,  the Company will  continue to work with its  external  auditors and
attorneys  as it  relates  to  new  accounting  principles  and  changes  to SEC
disclosure requirements. The Company has found that this approach worked well in
the past and believes it to be the most cost  effective  solution  available for
the foreseeable future.

The Company will conduct a review of existing  sign-off and review procedures as
well as document control  protocols for critical  accounting  spreadsheets.  The
Company will also increase  management's  review of key financial  documents and
records.

As a small business,  the Company does not have the resources to fund sufficient
staff to ensure a complete segregation of responsibilities within the accounting
function.  However, Company management does review, and will increase the review
of, financial  statements on a monthly basis, and the Company's external auditor
conducts  reviews on a  quarterly  basis.  These  actions,  in  addition  to the
improvements  identified above,  will minimize any risk of a potential  material
misstatement occurring.

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 the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  control over financial  reporting  during
the period ended October 31, 2009 that  materially  affected,  or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

REGISTRATION OF SECURITIES

On  February  13,  2009,  the  Company  filed  a  registration   statement  (the
"Registration  Statement")  on Form S-1 for the  registration  and sale of up to
1,000,000  shares of its  common  stock at a price of $0.01 per  share.  The SEC
declared the Company's  registration statement effective on March 9, 2009. Under
the terms of the prospectus which was a part of the registration statement,  the
offering  period was to expire 180 days  following the date the SEC declared the
registration statement effective, or September 5, 2009.

The Company  sold no  securities  under the  registration  statement  during the
offering  period.  Concurrently  with the  filing of this  Report,  the  Company
intends to file a withdrawal request with respect to the Registration  Statement
and thereafter file a new registration statement.

                                    PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The  directors  of the Company  hold office for annual  terms and will remain in
their positions until  successors have been elected and qualified.  The officers
are  appointed  by the board of  directors  of the Company and hold office until
their death,  resignation or removal from office. The ages,  positions held, and
duration of terms of the directors and executive officers are as follows:

      Name              Age                           Position
      ----              ---                           --------

Andrea Schlectman       37       President, Chief Executive Officer and Director

                                       31
<PAGE>
ANDREA SCHLECTMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Andrea Schlectman has been President,  Secretary,  Treasurer,  CEO, CFO and sole
Director of the Company since inception.  Ms. Schlectman has a Bachelor's Degree
in Sociology and Criminal  Justice from William Paterson  University,  Wayne NJ.
She has been an independent  business  consultant for the past eight years.  Her
experience  includes  working with  management  of  privately-held  companies to
maximize  productivity as well as general corporate matters. Ms. Schlectman also
has  experience  in  various  industries  in the areas of  marketing,  sales and
finance. For several years she assisted the Regional Sales Manager of Washington
Mutual Financial  Services and most recently was involved in sales and marketing
for a charter jet company in New York.

ITEM 11 EXECUTIVE COMPENSATION

The following table sets forth  information  concerning the annual and long-term
compensation earned by the Company's  principal  executive officer,  each of our
two most highly  compensated  executive  officers  who were serving as executive
officers as of the date of this Report.

<TABLE>
<CAPTION>
                                                                                          Change in
                                                                                           Pension
                                                                                          Value and
                                                                           Non-Equity    Nonqualified
                                                                            Incentive      Deferred
                                                        Stock    Option       Plan       Compensation     All Other
                                      Salary   Bonus    Awards   Awards   Compensation     Earnings     Compensation   Total
Name and Principal Position    Year    ($)      ($)       ($)     ($)          ($)           ($)            ($)         ($)
---------------------------    ----   ------   -----    ------   ------   ------------     --------     ------------   -----
<S>                          <C>      <C>       <C>     <C>      <C>      <C>             <C>           <C>            <C>
Andrea Schlectman              2009    Nil      Nil       Nil      Nil         Nil            Nil            Nil        Nil
President, Chief Executive
Officer and Director
</TABLE>

There are no employment  agreements or  consulting  agreements  with our current
directors and executive officers. There are no arrangements or plans in which we
provide  pension,  retirement  or similar  benefits  for  directors or executive
officers.  We do not have any material bonus or profit sharing plans pursuant to
which  cash or  non-cash  compensation  is or may be paid  to our  directors  or
executive  officers,  except that stock options may be granted at the discretion
of our board of directors from time to time. We have no plans or arrangements in
respect  of  remuneration  received  or that may be  received  by our  executive
officers to compensate  such officers in the event of  termination of employment
(as a result  of  resignation,  retirement,  change of  control)  or a change of
responsibilities following a change of control.

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

The following table sets forth certain information as of the date of this Report
with respect to the beneficial  ownership of the outstanding common stock of the
Company  by (i) any  holder of more than  five  (5%)  percent;  (ii) each of the
Company's  executive officers and directors;  and (iii) the Company's  directors
and executive officers as a group. Unless otherwise indicated below, the persons
and entities named in the table have sole voting and sole investment  power with
respect to all shares  beneficially  owned.  The percentage of class is based on
2,501,500  shares of common stock issued and  outstanding as of the date of this
Report.  The address for the  individual  identified  below is 670 Kent  Avenue,
Teaneck, NJ 07666.

  Name and Address                           Amount of             Percentage
of Beneficial Owner                     Beneficial Ownership        of Class
-------------------                     --------------------        --------

Andrea Schlectman                            2,501,500                100%
President, Chief Executive Officer
and Director

Directors and Executive Officers
 as a Group (1 person)                       2,501,500                100%

                                       32
<PAGE>
CAPITAL STOCK

The  authorized  capital  stock of the Company is  150,000,000  shares of common
stock,  with a par value of $0.001 per  share,  and  75,000,000  shares of blank
check preferred stock, with a par value of $0.001 per share.

As of the date of this Report, there are 2,501,500 shares of common stock issued
outstanding. There is no preferred stock outstanding.

As of the  date  of this  Report,  there  is one (1)  holder  of  record  of the
Company's common stock, who is an affiliate of the Company.

OPTIONS AND WARRANTS

There are no  outstanding  options  or  warrants  or other  securities  that are
convertible into our common stock.

VOTING RIGHTS

Each shareholder is entitled to one (1) vote for each share of voting stock.

DIVIDEND POLICY

We  intend  to  retain  and use any  future  earnings  for the  development  and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future.

TRANSFER AGENT

The  registrar  and  transfer  agent for our common  stock will be Empire  Stock
Transfer Inc. upon  completion of the Company' stock  offering.  Its address and
telephone  number  are 1859  Whitney  Mesa  Drive,  Henderson,  NV 89014,  (702)
818-5898. Until the present time and until the completion of the stock offering,
we have acted and will act as our own registrar and transfer agent.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Since  inception,  the  following  transactions  were entered into with our sole
shareholder.

On July 23,  2007,  1,500  shares  were issued to our sole  shareholder,  Andrea
Schlectman, in connection with the organization of the Company. On June 1, 2008,
2,500,000  shares  were issued to Andrea  Schlectman  as  reimbursement  for Ms.
Schlectman's payment of $5,000 on behalf of the Company for its mining claim. In
each instance,  Ms.  Schlectman  acquired her shares with the intent to hold the
shares  for  investment  purposes  and not  with a view  to  further  resale  or
distribution,   except  as  permitted   under   exemptions   from   registration
requirements under applicable securities laws.

Each of the certificates  issued to Ms. Schlectman  contain a restrictive legend
with  respect  to  the  issuance  of  securities  pursuant  to  exemptions  from
registration requirements under the Securities Act.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended  October  31,  2009,  the total audit  services  fees for the
Company is estimated to be $7,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.

For the year ended  October 31, 2008,  the total fees charged to the Company for
audit  services were  $10,000,  for  audit-related  services were $Nil for tax
services were Nil and for other services were $Nil.

                                       33
<PAGE>
                                     PART IV

ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.                               Description
-----------                               -----------

    3.1        Certificate of Incorporation*

    3.2        Amended Certificate of Incorporation*

    3.3        By-Laws*

    4.1        Specimen common stock certificate*

   10.1        Declaration of Trust dated November 28, 2007 *

   31          Certification  of  Principal   Executive  Officer  and  Principal
               Financial  Officer Pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002

   32          Certification  of  Principal   Executive  Officer  and  Principal
               Financial Officer to 18 U.S.C.  Section 1350, as Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002

   99.1        Assessment Report of George Coetzee *

----------
*    Incorporated herein by reference from the Company's  Registration Statement
     on Form S-1 filed with the Securities  and Exchange  Commission on February
     13, 2009

                                       34
<PAGE>
                                   SIGNATURES

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.

                                        KOPR RESOURCES CORP.


Date: January 29, 2010                  By /s/ Andrea Schlectman
                                           -------------------------------------
                                           Andrea Schlectman
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
<S>                                   <C>                                                  <C>


/s/ Andrea Schlectman                  President, Chief Executive Officer                  January 29, 2010
---------------------------------      and Director
Andrea Schlectman                      (Principal Executive Officer)
                                       (Principal Financial and Accounting Officer)
</TABLE>


    SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
  SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
                        PURSUANT TO SECTION 12 OF THE ACT

The  registrant  has not  furnished  to its  security  holders an annual  report
covering  its fiscal  year ended  October 31,  2009 or any proxy  material  with
respect  to any  annual  or other  meeting  of  security  holders,  nor will the
registrant  furnish such  material to its  security  holders  subsequent  to the
filing of its annual report on this Form 10-K.


                                       35