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, 2010

                                       OR

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

                       Commission file number: 333-164908

                              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 [ ]

No market  value has been  computed  based upon the fact that no active  trading
market had been established as of January 6, 2011

As of January 6, 2011, the  registrant's  outstanding  common stock consisted of
3,501,500 shares.
<PAGE>
                                TABLE OF CONTENTS

                                     Part I

                                                                            Page
                                                                            ----

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   [Removed and Reserved]                                              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                                           16
Item 8   Financial Statements                                                20
Item 9   Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            31
Item 9A  Controls and Procedures                                             31
Item 9B  Other Information                                                   32

                                PART III

Item 10  Directors, Executive Officers and Corporate Governance              32
Item 11  Executive Compensation                                              35
Item 12  Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     35
Item 13  Certain Relationships and Related Transactions and Director
         Independence                                                        36
Item 14  Principal Accounting Fees and Services                              36

                                 PART IV

Item 15  Exhibits, Financial Statement Schedules                             37

         Signatures                                                          37

                                       2
<PAGE>
                                     PART I

ITEM 1 BUSINESS

THE COMPANY

Kopr Resources Corp. (the "Company",  "we") 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. 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  Company  will  file the  required  information  with the BCDM in
January 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.

                                       3
<PAGE>
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
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 detailed  reconnaissance
would reveal the location of the adit and  mineralization  in the largely  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.

                                       4
<PAGE>
The first phase of exploration would include the following:

     *    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 8 days @ $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 @ $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 @ $200 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. 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.

                                       5
<PAGE>
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,
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 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 limited operations
and incurred  operating losses. As of October 31, 2010, our accumulated  deficit
since inception is $143,016. 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 1 of the
Notes to  Financial  Statements  included  in this  Report.  If we are unable to
continue as a going concern,  investors will likely lose all of their investment
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 $143,016 from inception to October 31,
2010.

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 LIABILITIES, 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  PRINCIPAL  EXECUTIVE  OFFICER AND THE LOSS OF THIS  INDIVIDUAL
COULD ADVERSELY AFFECT OUR BUSINESS.

Our  Company  is  completely  dependent  on Andrea  Schlectman,  our  President,
Principal Executive Officer, Principal Financial Officer and Director. As of the
date of this Report, Andrea Schlectman was our sole executive officer and one of
our directors.  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.  The sole executive 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 FUTURE 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.

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

If we are able to advance to  production on the  Property,  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 a public
company 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

TRADING ON THE OTC  BULLETIN  BOARD MAY BE VOLATILE  AND  SPORADIC,  WHICH COULD
DEPRESS  THE MARKET  PRICE OF OUR COMMON  SHARES AND MAKE IT  DIFFICULT  FOR OUR
SHAREHOLDERS TO RESELL THEIR SHARES.

Our common shares are quoted on the OTC Bulletin  Board service of the Financial
Industry  Regulatory  Authority  (FINRA).  Trading  in stock  quoted  on the OTC
Bulletin Board is often thin and  characterized by wide  fluctuations in trading
prices due to many  factors  that may have little to do with our  operations  or
business prospects. This volatility could depress the market price of our common
shares  for  reasons  unrelated  to  operating  performance.  Moreover,  the OTC
Bulletin  Board is not a stock  exchange,  and trading of  securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed on a
quotation  system  like  NASDAQ  or a stock  exchange  like the  American  Stock
Exchange.  Accordingly,  our shareholders  may have difficulty  reselling any of
their shares.

OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock.  The Securities and Exchange  Commission has adopted
Rule 15g-9 which generally  defines "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share, subject to certain exceptions.  Our securities are
covered  by the penny  stock  rules;  which  impose  additional  sales  practice
requirements  on  broker-dealers  who sell to  persons  other  than  established
customers and "accredited  investors".  The term  "accredited  investor"  refers
generally to  institutions  with assets in excess of $5,000,000  or  individuals
with a net worth in excess of $1,000,000 or annual income exceeding  $200,000 or
$300,000   jointly  with  their   spouse.   The  penny  stock  rules  require  a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which  provides  information  about  penny  stocks and the nature and
level of risks in the penny stock market.  The  broker-dealer  also must provide
the customer  with  current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and its  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and

                                       12
<PAGE>
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these rules; the  broker-dealer  must make a special written  determination
that the penny stock is a suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in, and limit the marketability of, our common shares.

FINRA'S SALES PRACTICE  REQUIREMENTS  MAY ALSO LIMIT A STOCKHOLDER'S  ABILITY TO
BUY AND SELL OUR STOCK.

In  addition  to the "penny  stock"  rules  promulgated  by the  Securities  and
Exchange  Commission  (see above for a discussion of penny stock  rules),  FINRA
rules require that in recommending an investment to a customer,  a broker-dealer
must have  reasonable  grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced securities to their
non-institutional  customers,  broker-dealers  must make  reasonable  efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other  information.  Under  interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some  customers.  FINRA  requirements  make it
more  difficult for  broker-dealers  to recommend  that their  customers buy our
common  shares,  which may limit your ability to buy and sell our stock and have
an adverse effect on the market for our shares.

ONE SHAREHOLDER OWNS 71.4% OF OUR OUTSTANDING  COMMON STOCK,  WHICH LIMITS OTHER
SHAREHOLDERS' ABILITY TO INFLUENCE THE OUTCOME OF ANY SHAREHOLDER VOTE.

Our  sole  executive  officer  and a  director  beneficially  owns  71.4% 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, she 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.

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.

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

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.

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
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.

                                       13
<PAGE>
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 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 [REMOVED AND RESERVED]

                                     PART II

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

MARKET INFORMATION

Our common shares are quoted on the OTC Bulletin  Board under the symbol "KOPR".
There  has been no active  trading  of our  shares  and thus no high and low bid
information.

TRANSFER AGENT

Our transfer  agent for our common shares is Empire Stock  Transfer Inc. at 1859
Whitney  Mesa  Drive,   Henderson,  NV  89014.  Telephone   (702)818-5898,   Fax
(702)974-1444.

                                       14
<PAGE>
HOLDERS OF COMMON SHARES

As of October 31, 2010, there were 31 holders of record of our common shares. As
of such date, 3,501,500 shares were issued and outstanding.

DIVIDENDS

We have  never  declared  or paid any cash  dividends  or  distributions  on our
capital stock.  We currently  intend to retain our future  earnings,  if any, to
support  operations and to finance  expansion and therefore we do not anticipate
paying any cash dividends on our common shares in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

There are no shares authorized for issuance under equity compensation plans.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not  purchase  any of our common  shares or other  securities  during our
fiscal year ended October 31, 2010.

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.

ITEM 6 SELECTED FINANCIAL DATA

The Company was  organized  on July 23,  2007.  Our total  current  assets as of
October 31, 2010 were $9,881, our current liabilities,  including a $51,500 loan
from  director,  were  $127,897,  and our  total  stockholders'  deficiency  was
$118,016.  As of October 31, 2010, the Company held cash and cash equivalents in
the amount of $9,881.  From inception through October 31, 2010 we incurred a net
loss of $143,016.  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 $143,016 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, 2010, general and administrative  expenses and
net loss incurred  increased 40.8% or $17,760 from $43,575 during the year ended
October 31, 2009 to $61,335.  This resulted from increased  expenses  related to
auditor fees and sale of stock.

                                       15
<PAGE>
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
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
consultants  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

                                       16
<PAGE>
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
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. 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 or private placement.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2010, our total assets were $9,881,  and our total liabilities
were  $127,897.  From  inception on July 23, 2007 through  October 31, 2010,  we
incurred a net loss of $143,016.  As of October 31, 2010,  we held cash and cash
equivalents of $9,881.

We received our initial  funding of $10,000  through the sale of common stock to
our Andrea  Schlectman,  our Principal  Executive Officer,  Principal  Financial
Officer  and a  Director,  who  purchased  1,500  shares of our common  stock at
approximately  $6.66 per share on July 23, 2007. Ms. Schlectman,  paid $5,000 on
our behalf for the cost of the mining claim on the Claim  property,  and on June
1, 2008,  we issued  2,500,000  shares of our common stock to Ms.  Schlectman in
exchange  for the cash paid out.  The  Company  registered  1,000,000  shares of
common  stock for  public  sale  pursuant  to the  Registration  Statement  (the
"Registration  Statement")  on Form S-1 which was filed with the SEC on February
16,  2010,  and declared  effective by the SEC on February 26, 2010.  On June 9,
2010,  the  Company  accepted   subscriptions   for  1,000,000  shares  from  30
subscribers  pursuant  to the  prospectus  which  was  part of the  Registration
Statement for gross proceeds of $10,000.

Management  believes that the Company's current cash together with subscriptions
for stock in any private  placement  will be sufficient to cover the expenses we
will incur during the next twelve  months.  If we experience a shortage of funds
during our exploration  stage, our sole executive  officer has agreed to advance
funds as  needed.  She has also  agreed  to pay the cost of  reclamation  of the
property should exploitable minerals not be found and we abandon our exploration
program and there are no remaining funds in the Company. While she has agreed to
advance the funds,  the agreement is verbal and is  unenforceable as a matter of
law. To date, she 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, 2010 is $51,500.

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.  If the Company  successfully  mines any
minerals  or  metals   discovered  on  the  Property,   it  will  explore  sales
opportunities for such products.

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 private
placement  or  loans  from  our   executive   officer  to  support  its  capital
requirements.

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.

                                       17
<PAGE>
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.

GOING CONCERN

Our audited  financial  statements  have been prepared on a going concern basis,
which  implies  that we will  continue to realize our assets and  discharge  our
liabilities  and  commitments in the normal course of business.  The Company has
incurred losses since inception  resulting in an accumulated  deficit during the
exploration stage of $143,016 and a working capital deficiency of $118,016 as of
October 31, 2010 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 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.

Due to the uncertainty of our ability to meet our current operating expenses and
the  capital  expenses  noted  above,  in their  report on the annual  financial
statements  for the year  ended  October  31,  2010,  our  independent  auditors
included  an  explanatory  paragraph  regarding  concerns  about our  ability to
continue as a going concern.  Our financial  statements  contain additional note
disclosures  describing the  circumstances  that lead to this  disclosure by our
independent auditors.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2010,  the FASB  issued ASU  2010-13,  Compensation-Stock  Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based  Payment
Award in the  Currency  of the Market in Which the  Underlying  Equity  Security
Trades - a consensus of the FASB Emerging  Issues Task Force.  The amendments in
this Update are  effective for fiscal years,  and interim  periods  within those
fiscal years,  beginning on or after December 15, 2010.  Earlier  application is
permitted.  The Company does not expect the  provisions of ASU 2010-13 to have a
material effect on the financial  position,  results of operations or cash flows
of the Company.

In March 2010, the FASB issued Accounting  Standards Update ("ASU")  No.2010-11,
which is included in the Certification  under ASC 815. This update clarifies the
type of  embedded  credit  derivative  that is exempt from  embedded  derivative
bifurcation requirements.  Only an embedded credit derivative that is related to
the  subordination  of one  financial  instrument  to another  qualifies for the
exemption.  This guidance became effective for the Company's  interim and annual
reporting  periods  beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.

In  February  2010,  the FASB issued ASU No.  2010-09,  which is included in the
Codification  under ASC 855,  SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement  for an SEC filer to disclose the date through which  subsequent
events have been evaluated and become effective for interim and annual reporting
periods  beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

                                       18
<PAGE>
In January  2010,  the FASB  issued ASU No.  2010-06,  which is  included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update  requires the disclosure of transfers  between the observable  input
categories  and  activity  in the  unobservable  input  category  for fair value
measurements.  The  guidance  also  requires  disclosures  about the  inputs and
valuation techniques used to measure fair value and become effective for interim
and annual  reporting  periods  beginning  January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's 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.

                                       19
<PAGE>
ITEM 8 FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

Report of Independent Registered Public Accounting Firm                    21

Balance Sheets                                                             22

Statements of Operations                                                   23

Statements of Changes in Stockholder's Deficiency                          24

Statements of Cash Flows                                                   25

Notes to Financial Statements                                              26


                                       20
<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, 2010 and 2009 and
the related  statements of operations,  stockholders'  deficiency and cash flows
for each of the years in the two year period ended  October 31, 2010 and for the
period  from July 23, 2007  (inception)  to October 31,  2010.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our 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,
2010 and 2009 and the results of its  operations  and its cash flows for each of
the two years in the two period  ended  October 31, 2010 and for the period from
July 23, 2007  (inception)  to October 31, 2010 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 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 5, 2011

                                       21
<PAGE>
                              KOPR RESOURCES CORP.
                         (An Exploration Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                           October 31,
                                                                                 -------------------------------
                                                                                    2010                 2009
                                                                                 ----------           ----------
<S>                                                                              <C>                  <C>
                                     ASSETS

Current assets
  Cash and cash equivalents                                                      $    9,881           $   12,295
  Prepaid expense                                                                        --                  500
                                                                                 ----------           ----------

TOTAL CURRENT ASSETS                                                             $    9,881           $   12,795
                                                                                 ==========           ==========

                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
  Accounts payable                                                               $   76,397           $   62,976
  Loan from director                                                                 51,500               16,500
                                                                                 ----------           ----------

TOTAL CURRENT LIABILITIES                                                           127,897               79,476
                                                                                 ----------           ----------

                            STOCKHOLDERS' 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; 3,501,500
 and 2,501,500 shares issued and outstanding at October 31, 2010 and 2009             3,502                2,502
Additional paid-in-capital                                                           21,498               12,498
Deficit accumulated during exploration stage                                       (143,016)             (81,681)
                                                                                 ----------           ----------
TOTAL STOCKHOLDERS' DEFICIENCY                                                     (118,016)             (66,681)
                                                                                 ----------           ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                   $    9,881           $   12,795
                                                                                 ==========           ==========
</TABLE>


                        See notes to financial statements

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

<TABLE>
<CAPTION>
                                                                                     For the Period
                                                                                     July 23, 2007
                                                                                      (Inception)
                                                  Year Ended October 31,                Through
                                             -------------------------------           October 31,
                                                2010                 2009                 2010
                                             ----------           ----------           ----------
<S>                                          <C>                  <C>                  <C>
Revenues                                     $       --           $       --           $       --
Cost of sales                                        --                   --                   --
                                             ----------           ----------           ----------
      Gross margin                                   --                   --                   --
                                             ----------           ----------           ----------
Operating Expense
  General and administrative expenses            61,335               43,575              143,016
                                             ----------           ----------           ----------
LOSS BEFORE INCOME TAX EXPENSE                  (61,335)             (43,575)            (143,016)

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

NET LOSS                                     $  (61,335)          $  (43,575)          $ (143,016)
                                             ==========           ==========           ==========

Loss per share basic and diluted             $    (0.02)          $    (0.02)
                                             ==========           ==========

Weighted average number of common shares
 outstanding basic and diluted                2,876,842            2,501,500
                                             ==========           ==========
</TABLE>


                        See notes to financial statements

                                       23
<PAGE>
                              KOPR RESOURCES CORP.
                         (An Exploration Stage Company)
                Statements of Changes in Shareholders' Deficiency
      For the Period from July 23, 2007 (Inception) through October 31,2010

<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                                                                                  (32,605)        (32,605)
                                            -----------      --------     --------      ---------       ---------
Balance October 31, 2008                      2,501,500         2,502       12,498        (38,105)        (23,105)

Net loss                                                                                  (43,576)        (43,576)
                                            -----------      --------     --------      ---------       ---------

BALANCE OCTOBER 31, 2009                      2,501,500         2,502       12,498        (81,681)        (66,681)

June 17, 2010 stock issued for cash           1,000,000         1,000        9,000             --          10,000

Net loss                                                                                  (61,335)        (61,335)
                                            -----------      --------     --------      ---------       ---------

BALANCE OCTOBER 31,2010                       3,501,500      $  3,502     $ 21,498      $(143,016)      $(118,016)
                                            ===========      ========     ========      =========       =========
</TABLE>


                        See notes to financial statements

                                       24
<PAGE>
                              KOPR RESOURCES CORP.
                         (An Exploration Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                 For the Period
                                                                                                 July 23, 2007
                                                                                                  (Inception)
                                                              Year Ended October 31,                Through
                                                          -------------------------------          October 31,
                                                             2010                 2009                2010
                                                          ----------           ----------           ----------
<S>                                                       <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                $  (61,335)          $  (43,575)          $ (143,016)
  Adjustments to reconcile net loss to net
   cash used in operating activities
     Changes in operating assets and liabilities
     Prepaid expense                                             500                 (500)                  --
     Accounts payable                                         13,421               35,491               76,397
                                                          ----------           ----------           ----------
NET CASH USED IN OPERATING ACTIVITIES                        (47,414)              (8,584)             (66,619)
                                                          ----------           ----------           ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Loan from director                                          35,000               16,500               51,500
  Proceeds from sale of common stock                           1,000                   --               25,000
  Additional paid in capital                                   9,000                   --
                                                          ----------           ----------           ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     45,000               16,500               76,500
                                                          ----------           ----------           ----------

Net (decrease) increase in cash and  cash equivalents         (2,414)               7,916                9,881
Cash and cash equivalents at beginning of period              12,295                4,379                   --
                                                          ----------           ----------           ----------

Cash and cash equivalents at end of period                $    9,881           $   12,295           $    9,881
                                                          ==========           ==========           ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


                        See notes to financial statements

                                       25
<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, 2010. 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 $143,016 and a working  capital  deficiency of
$118,016  as of October  31,  2010 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  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
properties.  The Company has adopted the provisions of SFAS No. 143  "Accounting
for Asset Retirement  Obligations"  ("ASC 410") 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, 2010, any potential costs relating
to the future  retirement  of the Company's  mineral  property have not yet been
determined.

                                       26
<PAGE>
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,"  ("ASC 830") 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,  2010,  a full  deferred  tax asset  valuation
allowance has been provided and no deferred tax asset has been recorded.

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.

                                       27
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONTINUED)

REVENUE RECOGNITION

Revenue for mined  copper-halloysite,  if any, will be recognized  upon shipment
and customer  acceptance once a contract with a fixed and  determinable  fee has
been  established  and  collection  is  reasonably   assured  or  the  resulting
receivable is deemed probable.

ADVERTISING

The  Company's  policy  is to charge  the costs of  advertising  to  expense  as
incurred.  The Company has not incurred any  advertising  costs during the years
ended October 31, 2010 and 2009.

STOCK BASED COMPENSATION

In  December  2004,  the FASB  issued  SFAS No.  123R ASC  718-10,  "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 ASC 718-10. ASC 718-10requires
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.  ASC 718-10 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 ASC 718-10. The pro-forma disclosures  previously permitted under
ASC 718-10no longer will be an alternative to financial  statement  recognition.
Under ASC 718-10, 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 ASC 718-10,  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 ASC
718-10 for the period  ended  October 31,  2010.  The Company did not record any
compensation expense for the period ended October 31, 2010 because there were no
stock options outstanding prior to, or at October 31, 2010.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2010,  the FASB issued  Accounting  Standard  Update  ("ASU")  2010-13,
Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise
Price of a Share-Based  Payment Award in the Currency of the Market in Which the
Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task
Force. The amendments in this Update are effective for fiscal years, and interim
periods  within those  fiscal  years,  beginning on or after  December 15, 2010.
Earlier application is permitted.  The Company does not expect the provisions of
ASU  2010-13 to have a material  effect on the  financial  position,  results of
operations  or cash flows of the  Company.In  March  2010,  the FASB  issued ASU
No.2010-11,  which is included in the  Certification  under ASC 815. This update
clarifies the type of embedded  credit  derivative  that is exempt from embedded
derivative bifurcation requirements.  Only an embedded credit derivative that is
related to the  subordination of one financial  instrument to another  qualifies
for the exemption.  This guidance became effective for the Company's interim and
annual  reporting  periods  beginning  January 1,  2010.  The  adoption  of this
guidance did not have a material impact on the Company's financial statements.

                                       28
<PAGE>
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (CONTINUED)

In  February  2010,  the FASB issued ASU No.  2010-09,  which is included in the
Codification  under ASC 855,  SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement  for an SEC filer to disclose the date through which  subsequent
events have been evaluated and become effective for interim and annual reporting
periods  beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

In January  2010,  the FASB  issued ASU No.  2010-06,  which is  included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update  requires the disclosure of transfers  between the observable  input
categories  and  activity  in the  unobservable  input  category  for fair value
measurements.  The  guidance  also  requires  disclosures  about the  inputs and
valuation techniques used to measure fair value and become effective for interim
and annual  reporting  periods  beginning  January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's 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.

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
$0.001 per share. No other class of shares is authorized.

On  September  25,  2007,  the Company  issued 1,500 shares of common stock to a
Director, for total cash proceeds of $10,000.

On June 1, 2008, the Company issued  2,500,000  shares of common stock at $0.002
to the Director for total proceeds of $5,000.

On June 17,  2010 the  Company  issued  1,000,000  shares of common  stock to 30
subscribers for gross proceeds of $10,000.

 At October 31, 2010, 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 until January of 2011.

5. INCOME TAXES

As of October 31, 2010,  the Company had a net operating  loss carry forwards of
approximately  $143,000 that may be available to reduce  future  years'  taxable
income  through 2030.  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.

                                       29
<PAGE>
6. RELATED PARTY TRANSACTIONS

On September 25, 2007, in connection with its  organization,  the Company issued
1,500  shares of common stock to Andrea  Schlectman,  our  President,  Principal
Executive Officer,  Principal  Financials Officer and a Director of the Company,
for consideration of $10,000.

On June 1, 2008, the Company issued  2,500,000  shares of common stock at $0.002
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, Ms.  Schlectman,  our President,
Principal  Executive Officer,  Principal  Financial Officer and a Director,  has
loaned  monies to pay for certain  expenses  incurred.  These loans are interest
free and there is no specific time for  repayment.  The balance due the director
as of October 31, 2010 is $51,500.

7. OTHER DEVELOPMENTS

On  February  12,  2010,  The Company  filed with the  Securities  and  Exchange
Commission a withdrawal  request for the Form S-1  Registration  Statement which
was declared effective March 9, 2009 and under which no sales had been made.

On February 16, 2010,  a new  Registration  Statement on Form S-1 was filed with
the  Securities and Exchange  Commission and was declared  effective on February
26, 2010. On June 17, 2010, 1,000,000 shares of common stock at $0.001 par value
were issued to 30  subscribers  at $0.01 per share,  for total gross proceeds of
$10,000. This initial offering closed on June 9, 2010.

On April 21, 2010, the Company filed a Form 8-K with the Securities and Exchange
Commission regarding the election of a new director, Guo Yuying, effective April
16, 2010. She is an independent business consultant and her expertise is helping
management of public and privately-held  companies maximize productivity as well
as advising on general corporate matters.

8. SUBSEQUENT EVENTS

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

                                       30
<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
October 31, 2010.

ITEM 9A CONTROLS AND PROCEDURES

As of the end of the period  covered by this Annual  Report,  our sole executive
officer 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 executive
officer  concluded  that,  as of October  31,  2010,  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,  Principal  Executive  Officer and Principal
Financial Officer conducted an assessment of our internal control over financial
reporting as of October 31, 2010.  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, 2010:

     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  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.

                                       31
<PAGE>
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, 2010, based on Internal Control over Financial  Reporting - Guidance
for Smaller Public Companies issued by COSO.

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, 2010 that  materially  affected,  or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

REGISTRATION OF SECURITIES

The Company registered 1,000,000 shares of common stock for public sale pursuant
to the Registration  Statement (the "Registration  Statement") on Form S-1 which
was filed with the SEC on February 16, 2010,  and declared  effective by the SEC
on February 26, 2010. On June 9, 2010, the Company  accepted  subscriptions  for
1,000,000  shares from 30 subscribers  pursuant to the prospectus which was part
of the Registration Statement for gross proceeds of $10,000.

                                    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     38     Andrea Schlectman President, Principal Executive
                             Officer, Principal Financial Officer and a Director

Guo Yuying            24     Director

                                       32
<PAGE>
ANDREA SCHLECTMAN,  PRESIDENT,  PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL
OFFICER AND A DIRECTOR

Ms. Schlectman has been President, Secretary, Treasurer, CEO, CFO and a 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.

GUO YUYING, DIRECTOR

Ms. Yuying has been a director of the Company since April 16, 2010.  From August
2005 to July 2009,  she attended  Peking  University.  Ms.  Yuying  received her
Bachelor's  degree in mathematics and was enrolled in the Yuanpei Honor Program.
From  July  2009  until  now,  Ms.  Yuying  has  been  an  independent  business
consultant.  Her  experience  includes  working  with  management  of public and
privately-held  companies to maximize  productivity as well as general corporate
matters. Ms. Yuying has experience in various industries including  agriculture,
textile, and new media.

CERTAIN SIGNIFICANT EMPLOYEES

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

FAMILY RELATIONSHIPS

There are no family relationships between any director and executive officer.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our  directors  and  executive  officer  have  not been  involved  in any of the
following events during the past 10 years:

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

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

     3.   being  subject to any order,  judgment,  or decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities;

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

     5.   being the subject of, or a party to, any federal or state  judicial or
          administrative order,  judgment,  decree, or finding, not subsequently
          reversed,  suspended or vacated,  relating to an alleged violation of:
          (i) any federal or state  securities or commodities law or regulation;
          or (ii) any law or regulation  respecting  financial  institutions  or
          insurance  companies  including,  but not limited  to, a temporary  or
          permanent  injunction,  order of disgorgement  or  restitution,  civil
          money penalty or temporary or permanent  cease-  and-desist  order, or
          removal  or  prohibition   order;  or  (iii)  any  law  or  regulation
          prohibiting  mail or wire  fraud  or  fraud  in  connection  with  any
          business entity; or

                                       33
<PAGE>
     6.   being the  subject  of,  or a party to,  any  sanction  or order,  not
          subsequently  reversed,  suspended or vacated,  of any self-regulatory
          organization  (as  defined  in  Section  3(a)(26)  of  the  Securities
          Exchange Act of 1934),  any  registered  entity (as defined in Section
          1(a)(29) of the Commodity  Exchange Act), or any equivalent  exchange,
          association,  entity or organization  that has disciplinary  authority
          over its members or persons associated with a member.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors,  and  persons  who own more  than 10% of our  common  stock,  to file
reports  regarding  ownership of, and  transactions  in, our securities with the
Securities  and  Exchange  Commission  and to  provide  us with  copies of those
filings.  Based solely on our review of the copies of such forms received by us,
or written  representations  from  certain  reporting  persons,  we believe that
during fiscal year ended October 31, 2010, all filing requirements applicable to
its  officers,  directors and greater than 10%  beneficial  owners were complied
with.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and only one executive  officer and two directors,  we believe a code
of ethics would have limited  utility.  We intend to adopt such a code of ethics
as our  business  operations  expand and we have more  directors,  officers  and
employees.

NOMINATING COMMITTEE

We do not have a nominating committee.

NOMINATION OF DIRECTORS BY SHAREHOLDERS

We do not have any defined policy or procedural requirements for shareholders to
submit recommendations or nominations for directors. Our director believes that,
given  the stage of our  development,  a  specific  nominating  policy  would be
premature and of little  assistance until our business  operations  develop to a
more advanced level. A shareholder who wishes to communicate  with our Board may
do so by directing a written request addressed to our President,  at the address
appearing on the first page of this annual report.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee or an audit committee charter. Currently we do
not  have a  member  of our  Board  who is  considered  as an  "audit  committee
financial expert" as defined in SEC Release No. 33-8 177 SEC. II(A)(4)(c). Since
the  commencement  of our  most  recently  completed  fiscal  year,  we have not
required any non-audit services to be provided by our auditor.

CORPORATE GOVERNANCE

We currently act with Ms.  Schlectman  and Ms. Yuying as our two  directors.  We
have  determined  that neither Ms.  Schlectman or Ms.  Yuying is an  independent
director as defined by Nasdaq Marketplace Rule 4200(a)( 1.5 ).

COMPENSATION COMMITTEE

We do not have a compensation  committee,  or a committee that performs  similar
function.

                                       34
<PAGE>
ITEM 11 EXECUTIVE COMPENSATION

The following table sets forth  information  concerning the annual and long-term
compensation  earned by the Company's sole principal executive officer 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              2010    Nil      Nil       Nil      Nil         Nil            Nil            Nil        Nil
President, Principal           2009    Nil      Nil       Nil      Nil         Nil            Nil            Nil        Nil
Executive Officer,
Principal Financial
Officer and a 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
3,501,500  shares of common stock issued and  outstanding as of the date of this
Report.  The address for the  individuals  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                71.4%
President, Principal Executive Officer,
Principal Financial Officer and a Director

Guo Yuying
Director                                            --                  --

Directors and Executive Officers             2,501,500                71.4%
  as a Group (2 persons)                     =========                ====

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.

                                       35
<PAGE>
As of the date of this Report, there are 3,501,500 shares of common stock issued
outstanding. There is no preferred stock outstanding.

As of the date of this Report,  there are  thirty-one  (31) holders of record of
the Company's common stock, one (1) being 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 is Empire Stock  Transfer
Inc., located at 1859 Whitney Mesa Drive,  Henderson,  NV 89014. Their telephone
number is (702) 818-5898.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

On September 25, 2007,  1,500 shares were issued to our Andrea  Schlectman,  our
President,  Principal  Executive  Officer,  Principal  Financial  Officer  and a
Director,  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,  2010,  the total audit  services  fees for the
Company is estimated to be $13,175,  which $5,000  estimated  for  audit-related
services and $8,175 were charged for interim review  services,  for tax services
were $Nil and for other services were $Nil.

For the year ended  October 31, 2009,  the total fees charged to the Company for
audit services were $10,000,  which $5,000 were for  audit-related  services and
$5,000 for interim  review  services,  for tax  services  were Nil and for other
services were $Nil.

                                       36
<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

                                   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.

Date: January 6, 2011             KOPR RESOURCES CORP.


                                  By: /s/ Andrea Schlectman
                                      ------------------------------------------
                                      Andrea Schlectman
                                      President, Principal Executive Officer
                                      Principal Financial and Accounting Officer
                                      and Director

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:

Date: January 6, 2011

                                  By: /s/ Andrea Schlectman
                                      ------------------------------------------
                                      Andrea Schlectman
                                      President, Principal Executive Officer
                                      Principal Financial and Accounting Officer
                                      and Director


                                  By: /s/ Guo Yuying
                                      ------------------------------------------
                                      Guo Yuying
                                      Director

                                       37
<PAGE>
     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,  2010 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.