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

                                   FORM 10-K/A
(Mark One)

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

                     For the fiscal year ended July 31, 2010

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

          For the transition period from _____________ to _____________

                        Commission file number 000-52010


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

           Nevada                                                27-1843986
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

8200 Wilshire Blvd. Suite 200 Beverly Hills, CA                    90211
   (Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (323) 556-0780

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

Title of Each Class                    Name of Each Exchange On Which Registered
-------------------                    -----------------------------------------
      N/A                                                  N/A

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

                       Common stock, par value of $0.00001
                                (Title of class)

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

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No |X|
<PAGE>
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 last 90 days. Yes [ ] No |X|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted  pursuant to Rule 405 of Regulation  S-K  (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 [ ]

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
definition  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 [ ] No [X]

State the aggregate market value of voting and non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold,  or the average bid and ask price of such  common  equity,  as of the
last  business day of the  registrant's  most recently  completed  second fiscal
quarter.

The  aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant on November 8, 2010 was $7,816,905 based on a $0.22 closing price for
the Common Stock on January 27,  2010.  For  purposes of this  computation,  all
executive  officers  and  directors  have  been  deemed to be  affiliates.  Such
determination  should  not be deemed  to be an  admission  that  such  executive
officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

63,031,388 as of November 12, 2010

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

                                       2
<PAGE>
                                TABLE OF CONTENTS

Item 1.   Business..........................................................   4

Item 1A.  Risk Factors......................................................  10

Item 1B.  Unresolved Staff Comments.........................................  17

Item 2.   Properties........................................................  17

Item 3.   Legal Proceedings.................................................  17

Item 4.   [Removed and Reserved]............................................  17

Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities.................  17

Item 6.   Selected Financial Data...........................................  18

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.........................................  19

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk........  23

Item 8.   Financial Statements and Supplementary Data.......................  24

Item 9.   Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure..........................................  36

Item 9A.  Controls and Procedures...........................................  36

Item 9B.  Other Information.................................................  37

Item 10.  Directors, Executive Officers and Corporate Governance............  37

Item 11.  Executive Compensation............................................  39

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters...................................  41

Item 13.  Certain Relationships and Related Transactions, and Director
          Independence......................................................  43

Item 14.  Principal Accounting Fees and Services............................  43

Item 15.  Exhibits, Financial Statement Schedules...........................  44

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS

This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "Pepper Rock"
mean Pepper Rock Resources Corp., unless the context clearly requires or states
otherwise.

CORPORATE OVERVIEW

Our principal executive office is located at 8200 Wilshire Blvd. Suite 200,
Beverly Hills, CA 90211. Our telephone number is 323-556-0780.

CORPORATE HISTORY

We were incorporated in the State of Nevada on May 29, 2008. We are an
exploration stage company and are primarily engaged in the exploration and
development of natural resource properties. An exploration stage corporation is
one engaged in the search of mineral deposits or reserves which are not in
either the development or production stage.

OUR CURRENT BUSINESS

We are an exploration stage company and are primarily engaged in the
acquisition, exploration and development of natural resource properties. We plan
to identify and acquire an interest in a natural resource property. The
acquisition of a natural resource property will be dependent upon our possessing
sufficient capital resources at the time to purchase such resource property. We
have not entered into any discussions, understandings, arrangements or other
agreements, preliminary or otherwise, for acquiring any resource property and/or
funding arrangements for the purpose of acquiring a resource property.

We originally acquired rights to mineral properties in Nevada which we refer to
as the Pepper Rock Mining Claims, but had decided to abandon exploration on
these claims and focus on our oil and gas properties. On February 5, 2010 we
entered into a joint venture agreement with Dominus Energy, AG, to develop a
natural gas property in the Manyberries region of Alberta, Canada. Under the
terms of this Agreement, we were required to pay $500,000 within a 6 month
period in order to acquire a 49% working interest in the property. We also had
the option to increase our interest to 51%. The property in question is located
in Southern Alberta, in close proximity to the Montana border. The property
includes oil and gas production infrastructure comprised of 6 miles of 6-inch

                                       4
<PAGE>
high-pressure pipeline tested to operate at 1200 pounds per square inch. There
are also 3.5 miles of 3-inch pipeline for waste water and a 2-inch pipeline for
fuel gas. The natural gas pipelines connect to a major line operated by EnCana
Corporation which extends out towards three gas wells on the Manyberries
property. We did not close the acquisition of our interest in this property and
on May 5, 2010, this agreement was terminated with no additional obligations on
us or Dominus.

On February 10, 2010 we entered into a joint venture agreement with Oxalis
Energy Group, Inc. for an exclusive right to participate in Oxalis' natural gas
project at the Adams - Baggett Ranch near Ozona, Texas. Under the terms of the
agreement we committed to investing an aggregate of $5,300,000 into the
development of the property.

An initial payment of $300,000 was made and consequent payments of $500,000
every month were required in order to fulfill our obligations under this
agreement. The initial payment of $300,000 was used for the re-activation of two
natural gas wells on the property and the acquisition of a 50% working interest
in these wells.

However, the Company did not make the monthly payments of $500,000 and is in
default of its agreement with Oxalis. As such, the Company has no right, title
or interest in the Adams-Baggett Ranch joint venture with Oxalis Energy Group.
The Company also recorded a $300,000 impairment of oil and gas properties for
the initial payment.

As of the date hereof, we do not own any property interests. We are currently
seeking suitable natural resource property opportunities. Although our company
was unsuccessful in raising the funds to complete the Oxalis natural gas
project, we may identify alternate natural resource properties which are
suitable for exploration and development. Although we are searching for such
opportunities, we have not entered into any definitive agreements to date and
there can be no assurance that we will be able to enter into any definitive
agreements. We anticipate that any new opportunities will require additional
financing. There can be no assurance, however, that we will be able to acquire
the financing necessary to enable us to pursue our plan of operation and enter
into such an agreement. If our company requires additional financing and we are
unable to acquire such funds, our business may fail.

Even if we are able to enter into a business opportunity and obtain the
necessary funding, there is no assurance that any revenues would be generated by
us or that revenues generated would be sufficient to provide a return to
investors.

As of the date hereof, management has not entered into any formal written
agreements for new resource property opportunities. When any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. The investigation
and analysis of natural resource opportunities that may be available may be
extremely difficult and complex. We can provide no assurance that we will be
able to locate compatible business opportunities.

COMPETITION

We are a company seeking prospective natural resource property opportunities. We
compete with other companies for both the acquisition of prospective properties
and the financing necessary to develop such properties. The natural resource
industry is highly competitive. We are a new exploration stage company and have
a weak competitive position in the industry. We compete with junior and senior
natural resource companies, independent producers and institutional and
individual investors who are actively seeking to acquire natural resource
properties throughout the world together with the equipment, labor and materials
required to operate on those properties. Competition for the acquisition of
natural resource interests is intense with many leases or concessions available
in a competitive bidding process in which we may lack the technological
information or expertise available to other bidders.

Many of the natural resource companies with which we compete for financing and
for the acquisition of natural resource properties have greater financial and

                                       5
<PAGE>
technical resources than those available to us. Accordingly, these competitors
may be able to spend greater amounts on acquiring natural resource interests of
merit or on exploring or developing their natural resource properties. This
advantage could enable our competitors to acquire natural resource properties of
greater quality and interest to prospective investors who may choose to finance
their additional exploration and development. Such competition could adversely
impact our ability to attain the financing necessary for us to acquire natural
resource interests or explore and develop any natural resource properties we
acquire.

We also compete with other junior natural resource companies for financing from
a limited number of investors that are prepared to invest in such companies. The
presence of competing junior natural resource companies may impact our ability
to raise additional capital in order to fund our acquisition or exploration
programs if investors perceive that investments in our competitors are more
attractive based on the merit of their natural resource properties or the price
of the investment opportunity. In addition, we compete with both junior and
senior natural resource companies for available resources, including, but not
limited to, professional geologists, land specialists, engineers, camp staff,
helicopters, float planes, natural resource exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of
energy legislation and/or regulation introduced from time to time by the
governments of the United States and other countries, as well as factors beyond
our control, including international political conditions, overall levels of
supply and demand for natural resources, and the markets for synthetic fuels and
alternative energy sources.

In the face of competition, we may not be successful in acquiring, exploring or
developing profitable natural resource properties or interests, and we cannot
give any assurance that suitable natural resource properties or interests will
be available for our acquisition, exploration or development. Despite this, we
hope to compete successfully in the natural resource industry by:

     *    keeping our costs low;
     *    relying on the strength of our management's contacts; and
     *    using our size and experience to our advantage by adapting quickly to
          changing market conditions or responding swiftly to potential
          opportunities.

RESEARCH AND DEVELOPMENT

We have not spent any money on research and development activities since our
inception. We do not anticipate that we will incur any research and development
expenses over the next 12 months, but this may change if we are successful in
acquiring new properties or interests. Our planned expenditures on our
operations and the exploration program are summarized under the section of this
Prospectus entitled "Description of Property".

INTELLECTUAL PROPERTY

Other than the rights we own in our website:http://www.pepperrockresources
corp.com. We have not filed for any protection of our trademark, and we do not
have any other intellectual property.

GOVERNMENT REGULATIONS

Any future operations and exploration activities are or will be subject to
various laws and regulations in the United States, the countries in which we
plan to conduct our activities. These laws and regulations govern the protection
of the environment, conservation, prospecting, development, energy production,
taxes, labor standards, occupational health and safety, toxic substances,
chemical products and materials, waste management and other matters relating to
the oil and gas industry. Permits, registrations or other authorizations may
also be required to carry out our natural resource exploration and production
activities, and these permits, registrations or authorizations will be subject
to revocation, modification and renewal.

Governmental authorities have the power to enforce compliance with lease
conditions, regulatory requirements and the provisions of required permits,
registrations or other authorizations, and violators may be subject to civil and

                                       6
<PAGE>
criminal penalties including fines, injunctions, or both. The failure to obtain
or maintain a required permit may also result in the imposition of civil and
criminal penalties, and third parties may have the right to sue to enforce
compliance.

We expect to be able to comply with all applicable laws and regulations and do
not believe that such compliance will have a material adverse effect on our
competitive position. We intend to obtain all environmental permits, licenses
and approvals required by all applicable regulatory agencies for future natural
resource operations. We intend to comply with all environmental laws and
regulations, and at this time we do not anticipate incurring any material
capital expenditures to do so.

Compliance with environmental requirements, including financial assurance
requirements and the costs associated with the cleanup of any spill, could have
a material adverse effect on our capital expenditures, earnings or competitive
position. Our failure to comply with any laws and regulations may result in the
assessment of administrative, civil and criminal penalties, the imposition of
injunctive relief, or both. Legislation affecting the natural resource industry
is subject to constant review, and the regulatory burden frequently increases.
Changes in any of the laws and regulations could have a material adverse effect
on the natural resource industry, and in view of the many uncertainties
surrounding current and future laws and regulations, including their
applicability to our future operations, we cannot predict their overall effect
on the industry.

U.S. REGULATIONS

Although the joint venture agreement with Oxalis Energy has been terminated, any
future natural resource operations will be subject to various types of
regulation at the federal, state and local levels in the United States. Such
regulation covers permits required for drilling wells; bonding requirements for
drilling or operating wells; the implementation of spill prevention plans;
submissions and permits relating to the presence, use and release of certain
materials incidental to natural resource operations; the location of wells; the
method of drilling and casing wells; the use, transportation, storage and
disposal of fluids and materials used in connection with drilling and production
activities; surface usage and the restoration of properties upon which wells
have been drilled; the plugging and abandoning of wells; and the transportation
of oil and gas.

Future operations will also be subject to various conservation matters,
including the regulation of the size of drilling and spacing units or proration
units, the number of wells which may be drilled in a unit, and the unitization
or pooling of oil and gas properties. In this regard, some states allow forced
pooling or the integration of tracts to facilitate exploration while other
states rely on the voluntary pooling of lands and leases, which may make it more
difficult to develop oil and gas properties.

Oil and natural gas exploration and production activities on federal lands are
subject to the NATIONAL ENVIRONMENTAL POLICY ACT (NEPA). The NEPA requires
federal agencies, including the Department of the Interior, to evaluate major
agency actions that have the potential to significantly impact the environment.
In the course of such evaluations, an agency will typically prepare an
environmental assessment on the potential direct, indirect and cumulative
impacts of a proposed project and, if necessary, will prepare a more detailed
environmental impact statement that may be made available for public review and
comment. This process has the potential to delay or limit the development of oil
and natural gas projects.

The RESOURCE CONSERVATION AND RECOVERY ACT (RCRA) and comparable state laws
regulate the generation, transportation, treatment, storage, disposal and
cleanup of "hazardous wastes" as well as the disposal of non-hazardous wastes.
Under the auspices of the U.S. Environmental Protection Agency, or EPA,
individual states administer some or all of the provisions of RCRA, sometimes in
conjunction with their own, more stringent requirements. While drilling fluids,
produced waters, and many other wastes associated with the exploration,
development, and production of crude oil, natural gas, or geothermal energy
constitute "solid wastes", which are regulated under the less stringent
non-hazardous waste provisions, there is no assurance that the EPA or individual
states will not in the future adopt more stringent and costly requirements for
the handling of non-hazardous wastes or categorize some non-hazardous wastes as
hazardous.

The COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT
(CERCLA), also known as "Superfund", and analogous state laws, impose joint and
several liability, without regard to fault or legality of conduct, on persons

                                       7
<PAGE>
who are considered to be responsible for the release of a "hazardous substance"
into the environment. These persons include the owner or operator of the site
where the release occurred and any company that disposed or arranged for the
disposal of the hazardous substance at the site. Under CERCLA, such persons may
be liable for the costs of cleaning up the hazardous substances that have been
released into the environment, for damages to natural resources and for the
costs of certain health studies. In addition, it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury and
property damage allegedly caused by the release of hazardous substances into the
environment.

The WATER POLLUTION CONTROL ACT, also known as the Clean Water Act, and
analogous state laws, impose restrictions and strict controls on the discharge
of pollutants, including produced waters and other oil and natural gas wastes,
into waters of the United States. The discharge of pollutants into regulated
waters is prohibited, except in accordance with the terms of a permit issued by
the EPA or the relevant state. The Clean Water Act also prohibits the discharge
of dredge and fill material into regulated waters, including wetlands, unless
authorized by a permit issued by the U.S. Army Corps of Engineers. Federal and
state regulatory agencies can impose administrative, civil and criminal
penalties for non-compliance with discharge permits or other requirements of the
Clean Water Act and analogous state laws and regulations.

The CLEAN AIR ACT and associated state laws and regulations regulate emissions
of various air pollutants through the issuance of permits and the imposition of
other requirements. In addition, the EPA has developed, and continues to
develop, stringent regulations governing emissions of toxic air pollutants at
specified sources. In order to construct production facilities, we may be
required to obtain permits before work can begin. These regulations may increase
the costs of compliance for such facilities, and federal and state regulatory
agencies may impose administrative, civil and criminal penalties for
non-compliance.

We may be subject to the requirements of the OCCUPATIONAL SAFETY AND HEALTH ACT
(OSHA) and comparable state statutes. The OSHA hazard communication standard,
the EPA community right-to-know regulations under Title III of CERCLA, and
similar state statutes require that we organize and/or disclose information
about hazardous materials used or produced in our future operations.

CANADIAN REGULATIONS

Though the agreement with Dominus for the acquisition of an interest in the
Manyberries property in Canada has been terminated, we may acquire other
properties in Canada. If we do acquire any properties in Canada, we will have
operations and exploration activities in Canada, and we may have to comply with
Canadian laws and regulations related to the oil and gas industry. Canada has
regulatory provisions concerning permits for the drilling of wells, the spacing
of wells, the prevention of oil and natural gas waste, allowable rates of
production and other matters. The amount of oil and natural gas produced is
subject to control by regulatory agencies in each province that regulates
allowable rates of production.

In addition to the foregoing, our future Canadian operations may be affected
from time to time by political developments in Canada and by federal, provincial
and local laws and regulations, such as restrictions on production and export,
oil and natural gas allocation and rationing, price controls, tax increases, the
expropriation of property, the modification or cancellation of contract rights
and environmental protection controls.

The CANADA OIL AND GAS OPERATIONS ACT permits the creation of regulations
concerning the design, safety, construction, installation, inspection, testing,
monitoring, operation, maintenance and repair of installations used in the
exploration, development and production of oil and gas. The Act prohibits anyone
from carrying on any work or activity related to the exploration for or the
production of oil or gas unless they first obtain a license or authorization
issued by the National Energy Board. As part of the application process, a plan
must be submitted that shows that Canadians are being employed and that Canadian
goods and services are being used. The National Energy Board may require that
certain conditions be fulfilled, for example, that a company obtain appropriate
insurance and that environmental studies be carried out.

The OIL AND GAS SPILLS AND DEBRIS LIABILITY REGULATIONS govern the limits of
liability for spills, authorized discharges and debris emanating or originating
from work or activity related to the exploration or production of oil and gas.

                                       8
<PAGE>
The CANADA OIL AND GAS DRILLING REGULATIONS govern the exploration, drilling and
conservation of oil and gas and specify measures to ensure the safety of these
operations. These regulations stipulate that no person may drill a well without
the authorization and approval of the Chief Conservation Officer.

The REGISTRATION OF STORAGE TANK SYSTEMS FOR PETROLEUM PRODUCTS AND ALLIED
PETROLEUM PRODUCTS ON FEDERAL LANDS OR ABORIGINAL LANDS REGULATIONS require the
registration of specified storage tank systems located on federal lands or
aboriginal lands with the appropriate federal department responsible for
administering the land. The Department of Environment has access to the
consolidated storage tank system records in each appropriate federal department,
and any unregistered storage tank systems are prohibited from engaging in fuel
delivery.

OTHER LAWS AND REGULATIONS

The KYOTO PROTOCOL TO THE UNITED NATIONS FRAMEWORK CONVENTION ON CLIMATE CHANGE
became effective in February 2005. Under the Protocol, participating nations are
required to implement programs to reduce emissions of certain gases, generally
referred to as greenhouse gases, which are suspected of contributing to global
warming. Methane, a primary component of natural gas, and carbon dioxide, a
byproduct of the burning of oil and natural gas, are examples of greenhouse
gases regulated by the Protocol. Although the United States is not participating
in the Protocol, the current session of Congress is considering climate change
legislation, with multiple bills having already been introduced that propose to
restrict greenhouse gas emissions. Also, several states have already adopted
regulatory initiatives or legislation to reduce emissions of greenhouse gases.
For example, California recently adopted the CALIFORNIA GLOBAL WARMING SOLUTIONS
ACT OF 2006, which requires the California Air Resources Board to achieve a 25%
reduction in emissions of greenhouse gases from sources in California by 2020.
Additionally, in the April 2, 2007 decision of the U.S. Supreme Court in
MASSACHUSETTS, ET AL. V. EPA, the Court held that the CLEAN AIR ACT provides the
EPA with the authority to regulate emissions of carbon dioxide and other
greenhouse gases from mobile sources. The Court determined that the EPA had
failed to provide an adequate statutory basis for its refusal to regulate
greenhouse gases from such sources, reversing the decision of the U.S. Circuit
Court of Appeals for the District of Columbia. The Court remanded the case to
the Circuit Court for further proceedings consistent with the ruling, which will
presumably require the EPA to determine whether greenhouse gases from mobile
sources endanger public health or welfare. The passage of climate control
legislation by Congress or a determination by the EPA that public health or
welfare is endangered by the emission of carbon dioxide from mobile sources may
result in the federal regulation of carbon dioxide emissions and other
greenhouse gases.

We will hold all necessary permits and other authorizations to the extent
required by our future properties or interest and their associated operations.
However, we may do business and own properties in a number of different
geographic areas and may therefore be subject to the jurisdiction of a large
number of different authorities at different levels of government. We plan to
comply with all statutory and regulatory provisions governing our current and
future operations; however, such regulations may significantly increase our
costs of compliance, and regulatory authorities may also impose administrative,
civil and criminal penalties for non-compliance. At this time, it is not
possible to accurately estimate how laws or regulations may impact our future
business. We also cannot give any assurance that we will be able to comply with
future changes in any statutes or regulations.

We may eventually own interests in properties that have been used for oil and
gas exploration in the past. Although industry-standard operating and waste
disposal practices may have been used, hazardous substances, wastes, or
petroleum hydrocarbons may have been released on or under the properties, or on
or under other locations, including off-site locations, where such substances
have been taken for disposal. In addition, some of these properties may have
been or may be operated by third parties or by previous owners or operators
whose treatment and disposal of hazardous substances, wastes, or hydrocarbons
was not under our control. These properties and the substances disposed or
released thereon may be subject to CERCLA, RCRA and analogous state laws. Under
such laws, we could be required to remove previously disposed substances and
wastes, remediate contaminated property or perform remedial plugging or pit
closure operations to prevent any future contamination.

EMPLOYEES AND CONSULTANTS

At present, we have no employees, other than our executive officers who do not
have an employment agreement with us. We presently do not have pension, health,
annuity, insurance, stock options, profit sharing or similar benefit plans;

                                       9
<PAGE>
however, we may adopt such plans in the future. There are presently no personal
benefits available to employees.

We intend to continue to use the services of subcontractors for manual labor
exploration work and an engineer or geologist to manage future exploration
programs. Our only employees will be our senior officers and directors.

RESEARCH AND DEVELOPMENT

We have not incurred any expenses with respect to research and development since
incorporation.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the twelve months
ending July 31, 2011.

SUBSIDIARIES

We do not have any subsidiaries.

CORPORATE OFFICES

Our office is located at 8200 Wilshire Blvd., Suite 200, Beverly Hills, CA. Our
telephone number is 323-556-0780. We believe that this space is sufficient to
meet our present needs and do not anticipate any difficulty in securing
alternative or additional space, as needed, on terms acceptable to us.

                           REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission and our
filings are available to the public over the internet at the Securities and
Exchange Commission's website at http://www.sec.gov. The public may read and
copy any materials filed by us with the Securities and Exchange Commission at
the Securities and Exchange Commission's Public Reference Room at 100 F Street
N.E. Washington D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the Securities and Exchange Commission
at 1-800-732-0330. The SEC also maintains an Internet site that contains
reports, proxy and formation statements, and other information regarding issuers
that file electronically with the SEC, at http://www.sec.gov.

ITEM 1A. RISK FACTORS

In addition to other information in this report, the following risk factors
should be carefully considered in evaluating our business because such factors
may have a significant impact on our business, operating results, liquidity and
financial condition. As a result of the risk factors set forth below, actual
results could differ materially from those projected in any forward-looking
statements. Additional risks and uncertainties not presently known to us, or
that we currently consider to be immaterial, may also impact our business,
operating results, liquidity and financial condition. If any such risks occur,
our business, operating results, liquidity and financial condition could be
materially affected in an adverse manner. Under such circumstances, the trading
price of our securities could decline, and you may lose all or part of your
investment.

RISKS ASSOCIATED WITH OUR BUSINESS

WE ARE AN EXPLORATION STAGE CORPORATION, WE DO NOT HOLD AN INTEREST IN ANY
BUSINESS OR REVENUE GENERATING PROPERTY, LACK A BUSINESS HISTORY AND HAVE LOSSES
THAT WE EXPECT TO CONTINUE INTO THE FUTURE. IF THE LOSSES CONTINUE WE WILL HAVE
TO SUSPEND OPERATIONS OR CEASE FUNCTIONING.

We were incorporated on May 29, 2008, and we have primarily focused on the
location and acquisition of mineral and oil and gas properties. We have not
realized any revenues. We have no business history upon which an evaluation of

                                       10
<PAGE>
our future success or failure can be made. Our net loss since inception to July
31, 2010 was $1,006,443 and we anticipate that we will continue to incur losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:

     *    our ability to find a profitable exploration property;
     *    our ability to generate revenues; and
     *    our ability to reduce exploration costs.

There can be no assurance that we will be able to achieve any of the above and
if our losses continue we will have to suspend operations or cease functioning.

WE WILL NEED A SIGNIFICANT AMOUNT OF CAPITAL TO CARRY OUT OUR PROPOSED BUSINESS
PLAN, AND UNLESS WE ARE ABLE TO RAISE SUFFICIENT FUNDS, WE MAY BE FORCED TO
DISCONTINUE OUR OPERATIONS.

In order to meet our funding obligations under our agreement with Oxalis on the
Adams - Baggett Property and carry out development activities on any acquired
properties, we were required to make a $500,000 a month in payments to Oxalis
aimed at drilling wells on the Adams - Baggett Property. As of July 31, 2010 we
had $1,045 in cash in our bank accounts.

We were unable to meet our financial obligations under our Joint Venture
Agreement with Oxalis Energy Group because of our inability to secure the
necessary funding to meet our obligations under this agreement. As such, we
defaulted in this agreement and are no longer pursuing oil and gas exploration
in the Adam-Baggett gas field. As a result of our default under the agreement,
we no longer hold any right, title or interest in the properties in
Adams-Baggett. The Company has made the initial $300,000 payment under the
Oxalis agreement. As a result, the Company recorded a $300,000 impairment of oil
and gas properties.

Because of the speculative nature of exploration of resource properties, we may
never discover a commercially exploitable quantity of natural resources, our
business may fail and investors may lose their entire investment.

Once we acquire additional natural resource properties we cannot guarantee that
our exploration work will be successful, or that any resources will be found, or
that any production of resources will be realized. The search for natural
resources as a business is extremely risky. We can provide investors with no
assurance we will be able to establish that commercially exploitable reserves on
any of our future properties. Additional potential problems that may prevent us
from discovering any reserves on any future properties include, but are not
limited to, unanticipated problems relating to exploration and additional costs
and expenses that may exceed current estimates. If we are unable to establish
the presence of commercially exploitable reserves on any future properties our
ability to fund future exploration activities will be impeded, we will not be
able to operate profitably and investors may lose all of their investment in our
company.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN RESOURCE
EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

Potential investors should be aware of the difficulties normally encountered by
new resource exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the resource properties that we plan to
acquire. These potential problems include, but are not limited to, unanticipated
problems relating to exploration, and additional costs and expenses that may
exceed current estimates. The expenditures to be made by us in the acquisition
and exploration of future properties may not result in the discovery of
resources. Problems such as unusual or unexpected formations and other
conditions are involved in resource exploration and often result in unsuccessful
exploration efforts. If the results of our exploration do not reveal viable
commercial resources, we may decide to abandon our claims. If this happens, our
business will likely fail.

                                       11
<PAGE>
BECAUSE OF THE INHERENT DANGERS INVOLVED IN NATURAL RESOURCE EXPLORATION, THERE
IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for resources involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or against which we may elect not to
insure. At the present time we have no coverage to insure against these hazards.
The payment of such liabilities may have a material adverse effect on our
financial position.

WE HAVE NO RESOURCE PROPERTIES OR KNOWN RESERVES AND WE MAY NOT FIND ANY
RESOURCES AND EVEN IF WE DOIT MAY NOT BE IN ECONOMIC QUANTITIES. IF WE FAIL TO
FIND ANY RESOURCES OR IF WE ARE UNABLE TO FIND RESOURCES IN ECONOMIC QUANTITIES,
WE WILL HAVE TO SUSPEND OPERATIONS.

We have no resource properties or proven reserves. Even if we find resources, it
may not be of sufficient quantity so as to warrant recovery. Additionally, even
if we find resources in sufficient quantity to warrant recovery it ultimately
may not be recoverable. Finally, even if any resources are recoverable, we do
not know that this can be done at a profit. Failure to locate oil or gas in
economically recoverable quantities will cause us to suspend operations.

WE MAY BE ADVERSELY AFFECTED BY FLUCTUATIONS IN RESOURCES PRICES. IF PRICES
DECREASE, WE MAY BE UNABLE TO ACHIEVE PROFITABILITY.

The value and price of our shares of common stock, our financial results, and
our exploration, development and mining activities, if any, may be significantly
adversely affected by declines in the price of resources. Resources prices
fluctuate widely and are affected by numerous factors beyond our control such as
weather, interest rates, exchange rates, inflation or deflation, fluctuation in
the value of the United States dollar and foreign currencies, global and
regional supply and demand, and the political and economic conditions of
resources producing countries throughout the world.

The prices used in making resource estimates for oil or gas projects are
disclosed, and generally use significantly lower prices than daily prices quoted
in the news media. The percentage change in the price of resources cannot be
directly related to the estimated resource quantities, which are affected by a
number of additional factors. For example, a 10% change in price may have little
impact on the estimated resource quantities, or it may result in a significant
change in the amount of resources. If prices decrease, we may be unable to
achieve profitability.

WE RELY ON ESTIMATES TO DETERMINE WHETHER OR NOT TO INVEST IN A PARTICULAR
NATURAL RESOURCE PROJECT OR PROPERTY, WHICH MAY AFFECT THE VIABILITY OF OUR
PROPOSED OPERATIONS.

The information we use to evaluate natural resource projects or properties is
based on estimates that involve a great deal of uncertainty. The process of
estimating natural resource reserves is complex and requires us to make
significant decisions and assumptions in evaluating the reliability of available
geological, geophysical, engineering and economic data for each property.
Different engineers may make different estimates of reserves, cash flows or
other variables based on the same available data.

Geologic and engineering data is used to determine the probability that a
reservoir of resources exists at a particular location, and whether or not
resources may be recoverable from it. Recoverability is ultimately subject to
the accuracy of such data including, but not limited to, the geological
characteristics of the reservoir; its structure, pressure and fluid properties;
the size and boundaries of the drainage area; and the anticipated rate of
pressure depletion. The evaluation of these and other factors is based upon
available seismic data, computer modeling, well tests and information obtained
from the production of resources on adjacent or similar properties. Still,
actual recovery from a reservoir may differ from estimated recovery.

Estimates also include numerous assumptions relating to operating conditions and
economic factors, including the price at which recovered resources can be sold;
the costs of recovery; future operating costs; development costs; workover and
remedial costs, which are costs associated with operations on a producing well
to restore or increase production; prevailing environmental conditions
associated with drilling and production sites; the availability of enhanced

                                       12
<PAGE>
recovery techniques; the ability to transport to markets; and governmental and
other regulatory factors such as taxes and environmental laws. Economic factors
beyond our control, such as interest rates and exchange rates, can also impact
the value of such estimates. Some of these assumptions are inherently
subjective, and the accuracy of estimates relies in part on the ability of our
management, engineers and other advisors to make accurate assumptions. As a
result, there is no guarantee that any investment we make in an natural resource
project or property will be successful since our estimates will be inherently
imprecise.

SUPPLIES NEEDED FOR EXPLORATION MAY NOT ALWAYS BE AVAILABLE. IF WE ARE UNABLE TO
SECURE EXPLORATION SUPPLIES WE MAY HAVE TO DELAY OUR ANTICIPATED BUSINESS
OPERATIONS.

Competition and unforeseen limited sources of supplies needed for our proposed
exploration work could result in occasional spot shortages of supplies of
certain products, equipment or materials. There is no guarantee we will be able
to obtain certain products, equipment and/or materials as and when needed,
without interruption, or on favorable terms. Such delays could affect our
anticipated business operations and increase our expenses.

MANAGEMENT LACKS FORMAL TRAINING IN NATURAL RESOURCE EXPLORATION. OUR BUSINESS,
EARNINGS AND ULTIMATE FINANCIAL SUCCESS COULD SUFFER IRREPARABLE HARM AS A
RESULT OF MANAGEMENT'S LACK OF EXPERIENCE IN THE INDUSTRY.

Our officer and director has no professional accreditation or formal training in
the business of natural resource exploration. With no direct training or
experience in these areas our management may not be fully aware of many of the
specific requirements related to working within this industry. Decisions so made
without this knowledge may not take into account standard engineering management
approaches that experienced exploration corporations commonly make.
Consequently, our business, earnings and ultimate financial success could suffer
irreparable harm as a result of management's lack of experience in the industry.

WE FACE STRONG COMPETITION FROM OTHER NATURAL RESOURCE COMPANIES, WHICH COULD
HARM OUR BUSINESS AND OUR ABILITY TO OPERATE PROFITABLY.

Natural resource exploration is a highly competitive business. Other resource
companies will compete with us by bidding for licenses, properties and services
that we will need to operate our business in the locations in which we plan to
operate. As prices of resources on the commodities markets rise, we expect this
competition to become increasingly intense. Additionally, other companies
engaged in our line of business may compete with us from time to time in
obtaining capital from investors.

Natural resource properties have limited lives and, as a result, we may seek to
alter and expand our operations through the acquisition of new interests.
However, the available supply of desirable natural resource properties is
limited in North America, which is where we would consider conducting our
exploration activities. The major resource companies are often better positioned
to obtain the rights to exploratory acreage for which we may compete. Similarly,
our competitors may have a competitive advantage because they conduct their own
refining and petroleum marketing operations, have access to greater resources
than us and are able to more easily recruit and retain qualified employees.

Natural resource exploration and development activities are also dependent on
the availability of drilling and related equipment, transportation, power and
technical support in particular areas and our access to these facilities may be
limited due to fierce competition. Shortages and/or the unavailability of
necessary equipment or other facilities may impair our activities, either by
delaying them, increasing our costs or otherwise. If we are unable to adequately
address our competition, including, but not limited to, finding ways to secure
profitable producing properties on terms that we consider acceptable, our
ability to operate profitably could suffer.

OUR BUSINESS IS SUBJECT TO ENVIRONMENTAL LEGISLATION AND ANY CHANGES IN SUCH
LEGISLATION COULD PREVENT US FROM EARNING REVENUES.

The resource industry is subject to many laws and regulations that govern the
protection of the environment, health and safety and the management,
transportation and disposal of hazardous substances. These laws and regulations
may require the removal or remediation of pollutants and may impose civil and

                                       13
<PAGE>
criminal penalties for any violations thereof. Some of the laws and regulations
authorize the recovery of natural resource damages by the government, injunctive
relief and the imposition of stop, control, remediation and abandonment orders.

Complying with environmental and natural resource laws and regulations may
increase our operating costs as well as restrict the scope of our operations.
Any regulatory changes that impose additional environmental restrictions or
requirements on us could affect us in a similar manner. If the costs of such
compliance or changes exceed our budgeted costs, we may not be able to earn
revenues.

RISKS ASSOCIATED WITH OUR COMMON STOCK

WE DO NOT INTEND TO PAY DIVIDENDS ON ANY INVESTMENT IN THE SHARES OF OUR STOCK.

We have never paid any cash dividends and currently do not intend to pay any
dividends for the foreseeable future. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stock's price. This may never happen and investors may lose all
of their investment in us.

BECAUSE WE CAN ISSUE ADDITIONAL SHARES OF COMMON STOCK, PURCHASERS OF OUR COMMON
STOCK MAY INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION.

We are authorized to issue up to 500,000,000 shares of common stock, of which
60,800,000 shares are issued and outstanding. Our board of directors has the
authority to cause us to issue additional shares of common stock, and to
determine the rights, preferences and privileges of such shares, without consent
of any of our stockholders. Consequently, the stockholders may experience more
dilution in their ownership of our stock in the future.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL, IT MAY ADVERSELY IMPACT OUR ABILITY TO CONTINUE
OPERATIONS AND WE MAY GO OUT OF BUSINESS.

A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because we may attempt to acquire a significant portion of the funds we
need in order to conduct our planned operations through the sale of equity
securities, a decline in the price of our common stock could be detrimental to
our liquidity and our operations because the decline may cause investors to not
choose to invest in our stock. If we are unable to raise the funds we require
for all our planned operations, we may be forced to reallocate funds from other
planned uses and may suffer a significant negative effect on our business plan
and operations, including our ability to develop new products and continue our
current operations. As a result, our business may suffer, and not be successful
and we may go out of business. We also might not be able to meet our financial
obligations if we cannot raise enough funds through the sale of our common stock
and we may be forced to go out of business.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE
SECURITIES AND EXCHANGE COMMISSION'S PENNY STOCK REGULATIONS 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

                                       14
<PAGE>
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
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 stock.

FINRA 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, the Financial Industry Regulatory Authority (FINRA) has
adopted rules that 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, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.

OUR SECURITY HOLDERS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR
SECURITIES DUE TO STATE "BLUE SKY" LAWS.

Each state has its own securities laws, often called "blue sky" laws, which (i)
limit sales of securities to a state's residents unless the securities are
registered in that state or qualify for an exemption from registration, and (ii)
govern the reporting requirements for broker-dealers doing business directly or
indirectly in the state. Before a security is sold in a state, there must be a
registration in place to cover the transaction, or the transaction must be
exempt from registration. The applicable broker must be registered in that
state.

We do not know whether our securities will be registered or exempt from
registration under the laws of any state. A determination regarding registration
will be made by those broker-dealers, if any, who agree to serve as the
market-makers for our common stock. There may be significant state blue sky law
restrictions on the ability of investors to sell, and on purchasers to buy, our
securities. You should therefore consider the resale market for our common stock
to be limited, as you may be unable to resell your shares without the
significant expense of state registration or qualification.

RISKS RELATED TO OUR FINANCIAL RESULTS AND NEED FOR ADDITIONAL FINANCING

OUR AUDITORS' REPORTS CONTAIN A STATEMENT THAT OUR NET LOSS AND LIMITED WORKING
CAPITAL RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

Our independent registered public accountants have stated in their report,
included in our annual report on Form 10-K filed with the Securities and
Exchange Commission for our year ended July 31, 2010, that our significant
operating losses and working capital deficiency raise substantial doubt about
our ability to continue as a going concern. We had net loss of $936,242 for the
year ended July 31, 2010 and $1,006,443 for the period from May 29, 2008
(inception) to July 31, 2010. We will be required to raise substantial capital
to fund our capital expenditures, working capital and other cash requirements
since our current cash assets are exhausted. We are currently searching for
sources of additional funding, including potential joint venture partners, while
we continue the initial exploration phase on our mining claims. The successful
outcome of future financing activities cannot be determined at this time and
there are no assurances that, if achieved, we will have sufficient funds to
execute our intended business plan or generate positive operational results.

                                       15
<PAGE>
WE WILL NEED ADDITIONAL CAPITAL TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN ADDITIONAL FINANCING WILL INHIBIT OUR ABILITY TO EXPAND OR
EVEN MAINTAIN OUR EXPLORATION AND DEVELOPMENT EFFORTS.

In addition to our current accumulated deficit, we expect to incur additional
losses in the foreseeable future. Until we acquire properties and are able to
determine if there are resource deposits available for extraction on those
properties, we are unlikely to be profitable. Consequently, we will require
substantial additional capital to continue our acquisition, exploration and
development activities. There is no assurance that we will not incur additional
and unplanned expenses during our continuing exploration and development
activities. When additional funding is required, we intend to raise funds either
through private placements or public offerings of our equity securities. There
is no assurance that we will be able to obtain additional financing through
private placements and/or public offerings necessary to support our working
capital requirements. To the extent that funds generated from any private
placements and/or public offerings are insufficient, we will have to raise
additional working capital through other sources, such as bank loans and/or
financings. No assurance can be given that additional financing will be
available, or if available, will be on acceptable terms.

If we are unable to secure adequate sources of funds, we may be forced to delay
or postpone the acquisition, exploration, development and research of resource
properties, and as a result, we might be required to diminish or suspend our
business plans. These delays in development would have an adverse effect on our
ability to generate revenues and could require us to possibly cease operations.
In addition, such inability to obtain financing on reasonable terms could have a
negative effect on our business, operating results or financial condition to
such extent that we are forced to restructure, file for bankruptcy protection,
sell assets or cease operations, any of which could put your investment dollars
at significant risk.

WE ARE INCURRING INCREASED COSTS AS A RESULT OF BEING A PUBLICLY-TRADED COMPANY.

As a public company, we incur significant legal, accounting and other expenses
that we did not incur as a private company. In addition, the Sarbanes-Oxley Act
of 2002, as well as new rules subsequently implemented by the Securities and
Exchange Commission, have required changes in corporate governance practices of
public companies. These new rules and regulations have increased our legal and
financial compliance costs and have made some activities more time-consuming and
costly. For example, as a result of becoming a public company, we have created
additional board committees and have adopted policies regarding internal
controls and disclosure controls and procedures. In addition, we have incurred
additional costs associated with our public company reporting requirements.
These new rules and regulations have made it more difficult and more expensive
for us to obtain director and officer liability insurance, which we currently
cannot afford to do. As a result of the new rules, it may become more difficult
for us to attract and retain qualified persons to serve on our board of
directors or as executive officers. We cannot predict or estimate the amount of
additional costs we may incur as a result of being a public company or the
timing of such costs and/or whether we will be able to raise the funds necessary
to meet the cash requirements for these costs.

BECAUSE WE MAY NEVER EARN REVENUES FROM OUR OPERATIONS, OUR BUSINESS MAY FAIL
AND THEN INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IN OUR COMPANY.

We have no history of revenues from operations. We have never had significant
operations and have no significant assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. We
have a limited operating history and are in the exploration stage. The success
of our company is significantly dependent on the uncertain events of the
discovery and exploitation of natural resource reserves on any properties we
acquire. If our business plan is not successful and we are not able to operate
profitably, then our stock may become worthless and investors may lose all of
their investment in our company.

Prior to completion of the 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 in the future, we will not be able
to earn profits or continue operations. There is no history upon which to base
any assumption as to the likelihood that we will prove successful, and we can
provide no assurance that we will generate any revenues or ever achieve

                                       16
<PAGE>
profitability. If we are unsuccessful in addressing these risks, our business
will fail and investors may lose all of their investment in our company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 2. PROPERTIES

We maintain our statutory registered agent's office at National Registered
Agents, Inc. of NV, 1000 East William Street, Suite 204, Carson City, Nevada
89701 and our business office is located at 8200 Wilshire Blvd., Suite 200,
Beverly Hills, CA. Our telephone number is 323-556-0780. This is our mailing
address as well.

On February 10, 2010 we entered into a joint venture agreement with Oxalis
Energy Group, Inc. for an exclusive right to participate in Oxalis' natural gas
project at the Adams - Baggett Ranch near Ozona, Texas. Under the terms of the
agreement we committed to investing an aggregate of $5,300,000 into the
development of the property.

An initial payment of $300,000 was made and consequent payments of $500,000
every month were required in order to fulfill our obligations under this
agreement. The initial payment of $300,000 was used for the re-activation of two
natural gas wells on the property and the acquisition of a 50% working interest
in these wells.

 The Company failed to make the initial $500,000 payment to fund the first well
and has defaulted on its commitments under this agreement. The Company has
therefore forfeited all claims, rights, interest and the initial $300,000
payment made under the Oxalis agreement. As a result, the Company recorded a
$300,000 impairment of oil and gas properties.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial stockholder, is an
adverse party or has a material interest adverse to our interest.

ITEM 4. [REMOVED AND RESERVED]

                                     PART II

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

Our common stock is not traded on any exchange. Our common stock is quoted on
OTC Bulletin Board under the trading symbol "PEPR.OB". We cannot assure you that
there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed and traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers. OTC Bulletin Board issuers are traditionally smaller
companies that do not meet the financial and other listing requirements of a
national or regional stock exchange.

The following table reflects the high and low bid information for our common
stock obtained from Stockwatch and reflects inter-dealer prices, without retail
mark-up, markdown or commission, and may not necessarily represent actual
transactions.

The high and low bid prices of our common stock for the periods indicated below
are as follows:

                                       17
<PAGE>
                   National Association of Securities Dealers
                               OTC Bulletin Board

              Quarter Ended (1)                  High                Low
              -----------------                  ----                ---
              July 31, 2010                     $0.085              $0.03
              April 30, 2010                    $0.455              $0.07
              July 31, 2010                     $0.30               $0.22
              October 31, 2009                  $0.24               $0.23
              July 31, 2009                     $0.22               $0.22

----------
(1)  The first trade in our stock did not occur until July 16, 2009.

Our shares are issued in registered form. Holladay Stock Transfer Inc., 2939 N.
67th Street, Scottsdale, AZ 85251 (Telephone: (480) 481-3940.; Facsimile: (480)
481-3941) is the registrar and transfer agent for our common shares.

On November 8, 2010, the shareholders' list showed 72 registered shareholders
and 63,031,388 common shares outstanding.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock. Our current
policy is to retain earnings, if any, for use in our operations and in the
development of our business. Our future dividend policy will be determined from
time to time by our board of directors.

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES

On July 1, 2010, we issued 2,757,815 shares of common stock to our president at
a fair value of $0.05 per share to settle $25,000 owed in management fees.

On July 8, 2010, we issued 2,473,573 shares of common stock to a consultant at a
fair value of $0.05 per share to settle $17,500 in accounts payable related to
consulting services.

EQUITY COMPENSATION PLAN INFORMATION

Except as disclosed below, we do not have a stock option plan in favor of any
director, officer, consultant or employee of our company.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

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

ITEM 6. SELECTED FINANCIAL DATA

As a "smaller reporting company", we are not required to provide the information
required by this Item.

                                       18
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion should be read in conjunction with our audited
financial statements and the related notes for the years ended July 31, 2010 and
July 31, 2009 that appear elsewhere in this annual report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this annual report, particularly in the section entitled "Risk Factors"
beginning on page 10 of this annual report.

Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

CASH REQUIREMENTS

Over the next twelve months we intend to use any funds that we may have
available to fund our operations and continue to evaluate natural resource
properties for exploration and development.

We estimate that our expenses over the next 12 months (beginning September 2010)
will be approximately $1,225,000 as described in the table below. These
estimates may change significantly depending on the nature of our future
business activities and our ability to raise capital from shareholders or other
sources.

                                         Estimated          Estimated Expenses
        Description                   Completion Date             ($)
        -----------                   ---------------       ------------------
Legal and accounting fees                12 months              100,000
Marketing and advertising                12 months               25,000
Management and operating costs           12 months              650,000
Salaries and consulting fees             12 months              200,000
General and administrative expenses      12 months              250,000
                                                              ---------
TOTAL                                                         1,225,000
                                                              =========

We intend to meet our cash requirements for the next 12 months through a
combination of debt financing and equity financing by way of private placements
and this registered offering. We currently do not have any arrangements in place
to complete any private placement financings and there is no assurance that we
will be successful in completing any private placement financings. If we are not
able to successfully raise the sufficient capital to continue operations and
acquire natural resource properties we may have to suspend operations.

Our auditors have issued a going concern opinion for our year ended July 31,
2010. This means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills. As we had cash in the amount of $1,045 and a working capital
deficiency in the amount of $379,774 as of July 31, 2010, we do not have
sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We plan to complete debt financings and/or
private placement sales of our common stock in order to raise the funds
necessary to pursue our plan of operation and to fund our working capital
deficit in order to enable us to pay our accounts payable and accrued
liabilities. We currently do not have any arrangements in place for the
completion of any debt financings or private placement financings and there is
no assurance that we will be successful in completing any debt financing or
private placement financing.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the twelve months
ending July 31, 2011.

                                       19
<PAGE>
RESEARCH AND DEVELOPMENT

We do not intend to allocate any funds to research and development over the
twelve months ending July 31, 2011.

RESULTS OF OPERATIONS FOR THE YEARS ENDED JULY 31, 2010 AND 2009

The following summary of our results of operations should be read in conjunction
with our audited financial statements for the years ended July 31, 2010 and
2009.

Our operating results for the years ended July 31, 2010 and 2009 are summarized
as follows:

                                                         Year Ended
                                                          July 31,
                                                2010                    2009
                                              ---------               ---------
Revenue                                       $     Nil               $     Nil
Operating Expenses                            $ 628,162               $  45,097
Net Loss                                      $(936,242)              $ (45,097)

REVENUE

We have not earned any revenues since our inception and we do not anticipate
earning revenues in the near future.

GENERAL AND ADMINISTRATIVE EXPENSES

Our general and administrative expenses for the year ended July 31, 2010 and
July 31, 2009 are outlined in the table below:

                                                         Year Ended
                                                          July 31,
                                                2010                    2009
                                              ---------               ---------
Other general and administrative              $126,075                 $  5,892
Management services                           $ 26,400                 $  4,800
Professional fees                             $ 51,868                 $ 34,100
Loss on settlement of accounts payable        $106,179                 $    Nil
Impairment of oil and gas properties          $300,000                 $    Nil
Exploration costs                             $ 17,640                 $    295

The increase in general and administrative expenses for the year ended July 31,
2010, compared to the same period in fiscal 2009, was mainly due to increased
general and administrative expenses which included bank charges, transfer agent
and filing fees, stock-based compensation, rent and office expenses, a loss on
settlement of accounts payable and impairment of oil and gas properties.

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

                             At July 31,       At July 31,        Percentage
                                2010              2009         Increase/Decrease
                              ---------         ---------      -----------------
Current Assets                $   1,045         $     940             11.2%
Current Liabilities           $ 380,819         $   8,441          4,411.5%
Working Capital               $(379,774)        $  (7,501)         4,962.9%

                                       20
<PAGE>
CASH FLOWS
                                               At July 31,         At July 31,
                                                  2010                2009
                                                ---------           ---------
Net cash used in operations                     $ (50,728)          $ (32,262)
Net cash used in investing activities           $(300,000)          $     Nil
Net cash provided by financing activities       $ 351,183           $      59
Increase In Cash During The Period              $     455           $ (32,203)

We had cash in the amount of $1,045 as of July 31, 2010 as compared to $590 as
of July 31, 2009. We had a working capital deficit of $379,774 as of July 31,
2010 compared to working capital deficit of $7,501 as of July 31, 2009. The
increase in net cash used in operations for the year ended July 31, 2010,
compared to the same period in fiscal 2009, was mainly due to increases in
management fees, general and administrative expenses and professional fees
during the year ended July 31, 2010. The increase in net cash used in investing
activities was mainly due to the investment of $300,000 in the Joint Venture
Agreement with Oxalis Energy Group during the year ended July 31, 2010. . During
the year ended July 31, 2010, the Company failed to make an additional payment
required under the Joint Venture Agreement and has defaulted on its commitments
under this agreement. The Company has therefore forfeited all claims, rights,
interest and the initial $300,000 payment made under the Oxalis agreement. As a
result, the Company recorded a $300,000 impairment of oil and gas properties.

The increase in net cash provided by financing activities was mainly to due to
advances of $350,840 received during the year ended July 31, 2010 compared to
$nil during the year ended July 31, 2009.

We have suffered recurring losses from operations. The continuation of our
company is dependent upon our company attaining and maintaining profitable
operations and raising additional capital as needed.

FUTURE FINANCINGS

We will require additional funds to implement our growth strategy in our new
business. These funds may be raised through equity financing, debt financing, or
other sources, which may result in further dilution in the equity ownership of
our shares.

There can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis
should it be required, or generate significant material revenues from
operations, we will not be able to meet our other obligations as they become due
and we will be forced to scale down or perhaps even cease our operations.

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

GOING CONCERN

We have suffered recurring losses from operations and are dependent on our
ability to raise capital from stockholders or other sources to meet our
obligations and repay our liabilities arising from normal business operations
when they become due. In their report on our audited financial statements for
the year ended July 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 disclosure describing the
circumstances that lead to this disclosure by our independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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 stockholders.

                                       21
<PAGE>
CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with the accounting principles generally accepted in the United
States of America. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

USE OF ESTIMATES

The preparation of financial statements in accordance with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses in the reporting period. Our company regularly evaluates estimates and
assumptions related to donated services, fair value measurements and deferred
income tax asset valuations. Our company bases its estimates and assumptions on
current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by our company may differ materially and
adversely from our company's estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Our company computes net income (loss) per share in accordance with ASC 260,
Earnings per Share. ASC 260 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive. At July 31, 2010 and 2009, our company has no dilutive potential
shares outstanding.

REVENUE RECOGNITION

Our company recognizes sales revenues for gas, oil and condensate, and NGLs
based on the amount of each product sold to purchasers when delivery to the
purchaser has occurred and title has transferred. This occurs when product has
been delivered to a pipeline or purchaser. Our company follows the sales method
of accounting for natural-gas production imbalances. If our company's sales
volumes for a well exceed the estimated remaining recoverable reserves of the
well, a liability is recognized. No receivables are recorded for those wells on
which our company has taken less than its proportionate share of production.

OIL AND GAS PROPERTIES

Oil and gas exploration and development costs are accounted for using the
successful efforts method of accounting

PROPERTY ACQUISITION COSTS - Oil and gas leasehold acquisition costs are
capitalized as oil and gas properties. Upon achievement of all conditions
necessary for reserves to be classified as proved, the associated leasehold
costs are reclassified to proved properties

EXPLORATORY COSTS - Geological and geophysical costs and the costs of carrying
and retaining undeveloped properties are expensed as incurred. Exploratory well
costs are capitalized on the balance sheet pending further evaluation of whether
economically recoverable reserves have been found. If economically recoverable

                                       22
<PAGE>
reserves are not found, exploratory well costs are expensed as dry holes. If
exploratory wells encounter potentially economic quantities of oil and gas, the
well costs remain capitalized on the balance sheet as long as sufficient
progress assessing the reserves and the economic and operating viability of the
project is being made.

DEVELOPMENT COSTS - Costs incurred to drill and equip development wells,
including unsuccessful development wells, are capitalized

DEPLETION AND AMORTIZATION - Leasehold costs of producing properties are
depleted using the unit-of-production method based on estimated proved oil and
gas reserves. Amortization of intangible development costs is based on the
unit-of-production method using estimated proved developed oil and gas reserves.

CAPITALIZED INTEREST - Interest from external borrowings is capitalized on major
projects with an expected construction period of one year or longer. Capitalized
interest is added to the cost of the underlying asset and is amortized over the
useful lives of the assets in the same manner as the underlying assets.

IMPAIRMENT OF OIL AND NATURAL GAS PROPERTIES

Unproved oil and gas properties are periodically assessed for impairment of
value, and a loss is recognized at the time of the impairment by providing an
impairment allowance. An asset would be impaired if the undiscounted cash flows
were less than its carrying value. Impairments are measured by the amount by
which the carrying value exceeds its fair value. Because our company uses the
successful efforts method, our company assesses its properties individually for
impairment, instead of on an aggregate pool of costs. Unproved properties are
evaluated periodically for impairment. Impairment of unproved properties is
based on the facts and circumstances surrounding each lease and is recognized
based on management's evaluation, which may include exploratory experience,
expiration of leasehold, and management's intent regarding future development.

INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. Our company has adopted ASC 740, Income
Taxes, as of its inception. Pursuant to ASC 740 our company is required to
compute tax asset benefits for net operating losses carried forward. The
potential benefits of net operating losses have not been recognized in these
financial statements because our company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.

FINANCIAL INSTRUMENTS

Our company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, loan payable and due to related party. Pursuant
to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial
Instruments the fair value of our company's cash equivalents is determined based
on "Level 1" inputs, which consist of quoted prices in active markets for
identical assets. Our company believes that the recorded values of all of our
company's other financial instruments approximate their current fair values
because of their nature and respective relatively short maturity dates or
durations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company", we are not required to provide the information
required by this Item.

                                       23
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pepper Rock Resources Corp.
(An Exploration Stage Company)
July 31, 2010
                                                                           Index
                                                                           -----

Report of Independent Registered Public Accounting Firm.................... 25

Balance Sheets............................................................. 26

Statements of Expenses..................................................... 27

Statements of Cash Flows................................................... 28

Statements of Stockholder's Equity (Deficit)............................... 29

Notes to the Financial Statements.......................................... 30

                                       24
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors,
Pepper Rock Resources, Corp.
(An Exploration Stage Company)
Beverly Hills CA 90211

We have audited the accompanying  balance sheets of Pepper Rock Resources,  Corp
(An  Exploration  Stage  Company)  as of July 31,  2010 and 2009 and the related
statements of expenses,  cash flows, and stockholders' equity for the years then
ended and for the period from May 29, 2008 (date of inception)  through July 31,
2010.  These  financial  statements  are the  responsibility  of the Pepper Rock
Resources  Corp's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  these financial statements referred to above present fairly, in
all material respects, the financial position of Pepper Rock Resources, Corp. as
of July 31,  2010 and 2009 and the  results of their  operations  and their cash
flows for the years  then ended and for the  period  from May 29,  2008 (date of
inception)  through July 31, 2010,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that Pepper Rock Resources Corp.  will continue as a going concern.  As
discussed in Note 2 to the financial statements, Pepper Rock Resources Corp. has
no revenues and suffered losses from operations,  which raises substantial doubt
about the its  ability to  continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 2. The financial  statements
do not  include  any  adjustments  that might  result  from the outcome of these
uncertainties.


/s/ MaloneBailey, LLP
--------------------------------
MaloneBailey, LLP
www.malone-bailey.com
Houston, TX
November, 11, 2010

                                       25
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Balance Sheets

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

Current Assets
  Cash                                                                    $      1,045           $        590
  Prepaid expenses                                                                  --                    350
                                                                          ------------           ------------

Total Assets                                                              $      1,045           $        940
                                                                          ============           ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued liabilities                                $     53,452           $      7,257
  Loans payable                                                                 24,340                  1,000
  Due to related party                                                           3,027                    184
  Convertible note,                                                            300,000                     --
                                                                          ------------           ------------

Total Liabilities                                                              380,819                  8,441
                                                                          ------------           ------------
Stockholders' Deficit:
  Preferred Stock, 100,000,000 shares authorized, $0.00001 par value;
   No shares issued and outstanding as of July 31, 2010 & 2009                      --                     --
  Common Stock, 500,000,000 shares authorized, $0.00001 par value;
   63,031,388 and 57,800,000 shares issued and outstanding as of
   July 31, 2010 and 2009, respectively                                            630                    578
  Additional Paid-in Capital                                                   626,039                 62,122
  Deficit Accumulated During the Exploration Stage                          (1,006,443)               (70,201)
                                                                          ------------           ------------

Total Stockholders' Deficit                                                   (379,774)                (7,501)
                                                                          ------------           ------------

Total Liabilities and Stockholders' Deficit                               $      1,045           $        940
                                                                          ============           ============
</TABLE>


   (The Accompanying Notes are an Integral Part of These Financial Statements)

                                       26
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Statements of Expenses

<TABLE>
<CAPTION>
                                                                                             From
                                                     For the            For the           May 29, 2008
                                                   Year Ended         Year Ended     (Date of Inception) to
                                                    July 31,           July 31,             July 31,
                                                      2010               2009                 2010
                                                  ------------       ------------         ------------
<S>                                               <C>                <C>                  <C>
Expenses
  Other general and administrative                $    126,075       $      5,892         $    133,271
  Management services                                   26,400              4,800               32,000
  Professional fees                                     51,868             34,110              100,978
  Loss on settlement of accounts payable               106,179                 --              106,179
  Impairment of mineral properties                          --                 --                5,000
  Impairment of oil and gas properties                 300,000                 --              300,000
  Exploration costs                                     17,640                295               20,935
                                                  ------------       ------------         ------------
Total Expenses                                         628,162             45,097              698,363

Loss from operations                                  (628,162)           (45,097)            (698,363)

Interest expense                                      (308,080)                --             (308,080)
                                                  ------------       ------------         ------------

Net Loss for the Period                           $   (936,242)      $    (45,097)        $ (1,006,443)
                                                  ============       ============         ============

Net Loss Per Common Share - Basic and Diluted     $      (0.02)      $      (0.00)
                                                  ============       ============

Weighted Average Common Shares Outstanding          58,183,000         57,800,000
                                                  ============       ============
</TABLE>


   (The Accompanying Notes are an Integral Part of These Financial Statements)

                                       27
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                    From
                                                           For the             For the           May 29, 2008
                                                         Year Ended          Year Ended     (Date of Inception) to
                                                          July 31,            July 31,             July 31,
                                                            2010                2009                 2010
                                                        ------------        ------------         ------------
<S>                                                     <C>                 <C>                  <C>
Operating Activities
  Net loss for the period                               $   (936,242)       $    (45,097)        $ (1,006,443)
  Adjustment to reconcile net loss to net
   cash used in operating activities:
     Donated services                                          2,400               4,800                8,000
     Accretion of convertible debt discount                  300,000                  --              300,000
     Shares issued for services - related party              112,891                  --              112,891
     Shares issued for services                              106,179                  --              106,179
     Impairment of mineral properties                             --                  --                5,000
     Impairment of oil and gas properties                    300,000                  --              300,000
  Changes in operating assets and liabilities:
     Prepaid expenses                                            350                (222)                  --
     Accounts payable and accrued liabilities                 63,694               8,257               71,951
                                                        ------------        ------------         ------------
Net Cash Used in Operating Activities                        (50,728)            (32,262)            (102,422)
                                                        ------------        ------------         ------------
Investing Activities
  Mineral property costs                                          --                  --               (5,000)
  Oil and gas property costs                                (300,000)                 --             (300,000)
                                                        ------------        ------------         ------------
Net Cash Used in Investing Activities                       (300,000)                 --             (305,000)
                                                        ------------        ------------         ------------
Financing Activities
  Due to related parties, advances                            27,843                  59               28,027
  Proceeds from convertible debt                             300,000                  --              300,000
  Proceeds from other loans                                   33,340                  --               33,340
  Proceeds from issuance of common stock                          --                  --               57,100
  Payment of advances                                        (10,000)                 --              (10,000)
                                                        ------------        ------------         ------------
Net Cash Provided by Financing Activities                    351,183                  59              408,467
                                                        ------------        ------------         ------------

Increase (Decrease) in Cash                                      455             (32,203)               1,045

Cash - Beginning of Period                                       590              32,793                   --
                                                        ------------        ------------         ------------

Cash - End of Period                                    $      1,045        $        590         $      1,045
                                                        ============        ============         ============

Supplemental Disclosures
  Interest paid                                         $         --        $         --         $         --
  Income taxes paid                                     $         --        $         --         $         --
                                                        ============        ============         ============
Non-Cash Activities
  Conversion feature of convertible note                $    300,000        $         --         $    300,000
  Settlement of related party debt with common stock          25,000                  --               25,000
  Settlement of debt with common stock                        17,500                  --               17,500
                                                        ============        ============         ============
</TABLE>


   (The Accompanying Notes are an Integral Part of These Financial Statements)

                                       28
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
From May 29, 2008 (Date of Inception) to July 31, 2010

<TABLE>
<CAPTION>
                                                                                     Deficit
                                             Common Stock                          Accumulated
                                          -------------------      Additional       During the
                                                         Par        Paid-in        Exploration
                                          Shares        Value       Capital           Stage           Total
                                          ------        -----       -------           -----           -----
<S>                                     <C>            <C>          <C>            <C>              <C>

Issuance of common stock for cash at
 $0.0002 per share                      32,500,000     $   325     $  6,175      $        --        $   6,500

Issuance of common stock for cash at
 $0.002 per share                       25,300,000         253       50,347               --           50,600

Donated services                                --          --          800               --              800

Net loss for the period                         --          --           --          (25,104)         (25,104)
                                        ----------     -------     --------      -----------        ---------
Balance - July 31, 2008                 57,800,000     $   578     $ 57,322      $   (25,104)       $  32,796

Donated services                                --          --        4,800               --            4,800

Net loss for the year                           --          --           --          (45,097)         (45,097)
                                        ----------     -------     --------      -----------        ---------
Balance - July 31, 2009                 57,800,000     $   578     $ 62,122      $   (70,201)       $  (7,501)

Issuance of common stock for related     2,757,815          27      137,863               --          137,890
 party debt

Issuance of common stock for             2,473,573          25      123,654               --          123,679
 settlement of accounts payable

Beneficial conversion feature -                 --          --      300,000               --          300,000
 convertible note

Donated services                                --          --        2,400               --            2,400

Net loss for the year                           --          --           --         (936,242)        (936,242)
                                        ----------     -------     --------      -----------        ---------

Balance - July 31, 2010                 63,031,388     $   630     $626,039      $(1,006,443)       $(379,774)
                                        ==========     =======     ========      ===========        =========
</TABLE>


   (The Accompanying Notes are an Integral Part of These Financial Statements)

                                       29
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2010

1. Nature of Operations and Continuation of Business

Pepper Rock Resources  Corp.  (the  "Company") was  incorporated in the State of
Nevada on May 29, 2008. The Company is an Exploration Stage Company,  as defined
by  Financial   Accounting   Standards  Board  ("FASB")   Accounting   Standards
Codification  ("ASC") 915,  Development Stage Entities.  The Company's principal
business is the acquisition and  exploration of mineral  resources.  The Company
has not presently  determined  whether its properties  contain mineral  reserves
that are economically recoverable.

RECLASSIFICATIONS

Certain  reclassifications  have  been  made  to the  prior  period's  financial
statements to conform to the current period's presentation.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

These  financial  statements and related notes are presented in accordance  with
accounting principles generally accepted in the United States, and are expressed
in US dollars. The Company's fiscal year-end is July 31.

b) Cash and Cash Equivalents

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

c) Use of Estimates

The  preparation  of  financial  statements  in  accordance  with United  States
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenue and
expenses in the reporting period. The Company regularly  evaluates estimates and
assumptions  related to donated services,  fair value  measurements and deferred
income tax asset valuations.  The Company bases its estimates and assumptions on
current facts,  historical experience and various other factors that it believes
to be reasonable  under the  circumstances,  the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily  apparent from other sources.
The  actual  results  experienced  by the  Company  may  differ  materially  and
adversely  from the  Company's  estimates.  To the  extent  there  are  material
differences  between the estimates  and the actual  results,  future  results of
operations will be affected.

d) Basic and Diluted Net Income (Loss) Per Share

The Company  computes net income  (loss) per share in  accordance  with ASC 260,
Earnings  per Share.  ASC 260  requires  presentation  of both basic and diluted
earnings  per  share  (EPS) on the face of the  income  statement.  Basic EPS is
computed  by  dividing  net  income  (loss)  available  to  common  shareholders
(numerator) by the weighted average number of shares  outstanding  (denominator)
during the period.  Diluted EPS gives  effect to all dilutive  potential  common
shares  outstanding  during  the  period  using the  treasury  stock  method and
convertible  preferred stock using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in determining the number of
shares  assumed to be purchased  from the exercise of stock options or warrants.
Diluted EPS  excludes  all  dilutive  potential  shares if their  effect is anti
dilutive.  At July 31, 2010 and 2009,  the  Company  has no  dilutive  potential
shares outstanding.

e) Revenue Recognition

The Company  recognizes  sales  revenues for gas, oil and  condensate,  and NGLs
based on the amount of each  product  sold to  purchasers  when  delivery to the
purchaser has occurred and title has  transferred.  This occurs when product has
been delivered to a pipeline or purchaser.  The Company follows the sales method
of accounting for  natural-gas  production  imbalances.  If the Company's  sales
volumes for a well exceed the estimated  remaining  recoverable  reserves of the
well, a liability is recognized.  No receivables are recorded for those wells on
which the Company has taken less than its proportionate share of production.

                                       30
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2010

f) Oil and gas properties

Oil and gas  exploration  and  development  costs  are  accounted  for using the
successful efforts method of accounting.

PROPERTY  ACQUISITION  COSTS - Oil  and  gas  leasehold  acquisition  costs  are
capitalized  as oil and  gas  properties.  Upon  achievement  of all  conditions
necessary  for reserves to be  classified as proved,  the  associated  leasehold
costs are reclassified to proved properties

EXPLORATORY  COSTS - Geological and geophysical  costs and the costs of carrying
and retaining undeveloped properties are expensed as incurred.  Exploratory well
costs are capitalized on the balance sheet pending further evaluation of whether
economically  recoverable reserves have been found. If economically  recoverable
reserves are not found,  exploratory  well costs are  expensed as dry holes.  If
exploratory wells encounter  potentially economic quantities of oil and gas, the
well  costs  remain  capitalized  on the  balance  sheet  as long as  sufficient
progress assessing the reserves and the economic and operating  viability of the
project is being made.

DEVELOPMENT  COSTS - Costs  incurred  to  drill  and  equip  development  wells,
including unsuccessful development wells, are capitalized

DEPLETION  AND  AMORTIZATION  -  Leasehold  costs of  producing  properties  are
depleted using the  unit-of-production  method based on estimated proved oil and
gas  reserves.  Amortization  of  intangible  development  costs is based on the
unit-of-production method using estimated proved developed oil and gas reserves.

CAPITALIZED INTEREST - Interest from external borrowings is capitalized on major
projects with an expected construction period of one year or longer. Capitalized
interest is added to the cost of the underlying  asset and is amortized over the
useful lives of the assets in the same manner as the underlying assets.

g) Impairment of Oil and Natural Gas Properties

Unproved oil and gas  properties  are  periodically  assessed for  impairment of
value,  and a loss is recognized  at the time of the  impairment by providing an
impairment allowance.  An asset would be impaired if the undiscounted cash flows
were less than its  carrying  value.  Impairments  are measured by the amount by
which the carrying  value  exceeds its fair value.  Because the Company uses the
successful efforts method, the Company assesses its properties  individually for
impairment,  instead of on an aggregate pool of costs.  Unproved  properties are
evaluated  periodically  for  impairment.  Impairment of unproved  properties is
based on the facts and  circumstances  surrounding  each lease and is recognized
based on  management's  evaluation,  which may include  exploratory  experience,
expiration of leasehold, and management's intent regarding future development.

h) Asset Retirement Obligations

The fair value of legal  obligations to retire and remove  long-lived assets are
recorded in the period in which the  obligation is incurred.  When the liability
is initially recorded, the capitalized cost increases the carrying amount of the
related  properties.  Over time the liability is increased for the change in its
present value,  and the capitalized  cost in properties is depreciated  over the
useful  life  of  the  related  asset  in the  same  manner  as  the  underlying
properties.

i) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until
realization  is more  likely than not.  The Company has adopted ASC 740,  Income
Taxes,  as of its  inception.  Pursuant  to ASC 740 the  Company is  required to
compute  tax asset  benefits  for net  operating  losses  carried  forward.  The
potential  benefits of net  operating  losses have not been  recognized in these
financial  statements  because the  Company  cannot be assured it is more likely
than not it will  utilize the net  operating  losses  carried  forward in future
years.

j) Share-Based Compensation

The  Company  follows  FASB ASC 718 "Share  Based  Payment"  to account  for any
options or common stock granted to employees.  ASC 718 requires all  share-based
payments  to  employees,  including  grants of  employee  stock  options,  to be
recognized in the financial statements based on their fair values.

The Company  accounts for stock-based  compensation  issued to  non-employees in
accordance  with the provisions of ASC  505,"Accounting  for Equity  Instruments
That Are Issued to Non-Employees  for Acquiring,  or in Conjunction with Selling
Goods or Services".  For expensing purposes, the value of common stock issued to
non-employees  and  consultants  is  determined  based on the fair  value of the
equity  instruments  issued and charged to expense for the nature of the service
for which the stock compensation is paid.

                                       31
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2010

k) Financial Instruments

The  Company's  financial  instruments  consist  principally  of cash,  accounts
payable and accrued liabilities, loan payable and due to related party. Pursuant
to ASC 820,  Fair Value  Measurements  and  Disclosures  and ASC 825,  Financial
Instruments the fair value of the Company's cash equivalents is determined based
on "Level 1"  inputs,  which  consist  of quoted  prices in active  markets  for
identical  assets.  The Company  believes that the recorded values of all of the
Company's  other  financial  instruments  approximate  their current fair values
because of their  nature  and  respective  relatively  short  maturity  dates or
durations.

l) Long-Lived Assets

In accordance  with ASC 360,  Property,  Plant and Equipment,  the Company tests
long-lived assets or asset groups for  recoverability  when events or changes in
circumstances  indicate  that  their  carrying  amount  may not be  recoverable.
Circumstances  which  could  trigger a review  include,  but are not limited to:
significant  decreases  in the market  price of the asset;  significant  adverse
changes  in the  business  climate  or  legal  factors;  accumulation  of  costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing  losses associated with the
use of the asset;  and current  expectation that the asset will more likely than
not be sold or disposed  significantly  before the end of its  estimated  useful
life.

Recoverability is assessed by first comparing the expected  undiscounted  pretax
cash flows to the carrying  value of the related  assets.  If the carrying value
exceeds the  expected  undiscounted  pretax cash flows,  then an  impairment  is
recognized.  The impairment is calculated as the difference between the carrying
value  and fair  value  of the  related  assets.  Typically,  the fair  value is
determined  based on the  present  values of  expected  future  cash flows using
discount  rates  believed to be consistent  with those used by principal  market
participants  or based on a  multiple  of  operating  cash flow  validated  with
historical market transactions of similar assets where possible.

m) Foreign Currency Translation

The Company's  functional  and reporting  currency is the United States  dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with ASC 830,  Foreign  Currency  Translation  Matters,  using the
exchange rate prevailing at the balance sheet date.  Gains and losses arising on
settlement of foreign currency denominated transactions or balances are included
in the  determination  of income.  Foreign  currency  transactions are primarily
undertaken  in  Canadian  dollars.  The  Company  has not,  to the date of these
financial statements,  entered into derivative  instruments to offset the impact
of foreign currency fluctuations.

n) Beneficial Conversion Feature

Under GAAP, a beneficial  conversion feature is required to be recognized on the
date that a convertible  instrument  becomes  convertible into equity shares and
the fair market value of those equity shares exceeds the conversion  price under
the  convertible  instrument.  These  amounts are recorded as a reduction in the
face value of the issued  convertible or debt instrument with an offset going to
additional paid-in-capital.  This reduction accretes through the profit and loss
statement as interest  expense  using the interest  rate method over the life of
the convertible debt instrument. In the event that the convertible instrument is
payable upon demand, the entire discount is recognized immediately into interest
expense.  We recognized a $300,000  beneficial  conversion feature in connection
with the  convertible  debt issued during the year.  This amount was recorded in
additional paid in capital and was reflected as a discount to the note.  Because
the note is payable upon demand,  the entire $300,000 was recognized as interest
expense during the period.

o) Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

                                       32
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2010

3. Going Concern

These financial  statements  have been prepared on a going concern basis,  which
implies that the Company will  continue to realize its assets and  discharge its
liabilities in the normal course of business.  The Company has not generated any
revenue since  inception and has never paid any dividends and is unlikely to pay
dividends or generate  earnings in the  immediate  or  foreseeable  future.  The
continuation  of the Company as a going concern is dependent  upon the continued
financial  support from its  shareholders,  the ability of the Company to obtain
necessary  equity  financing  to  continue  operations,  and the  attainment  of
profitable  operations.  At July 31, 2010,  the Company has  accumulated  losses
since inception.

These  factors  raise  substantial  doubt  regarding  the  Company's  ability to
continue  as a going  concern.  These  financial  statements  do not include any
adjustments to the  recoverability  and classification of recorded asset amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

4. Oil and Gas Properties

a)   The Company entered into a Joint Venture Agreement (the "Oxalis Agreement")
     dated February 10, 2010 with Oxalis Energy Group ("Oxalis") of Katy, Texas.
     The Company  can earn a 50% working  interest in up to 22 natural gas wells
     within the Adams - Baggett Ranch near Ozona, Texas ("Adam's Ranch").  Under
     the terms of the  Oxalis  Agreement,  the  Company  paid  $300,000  for the
     completion and  re-activation  of two natural gas wells.  In the agreement,
     the Company  obtained the exclusive  rights to  participate  in a total ten
     wells. If the company  fulfills its funding  obligations for all ten wells,
     the  Company  will be  allowed  to  participate  in ten  additional  wells.
     Pursuant to the agreement,  the Company must provide an initial $500,000 to
     fund the first well and then pay an  additional  $500,000 per month to fund
     the remaining  nine wells.  The  Company's  cost is limited to $500,000 per
     well and if the  Company  makes all  required  payments  under  the  Oxalis
     Agreement,  it will have a second ten well drilling program assigned to it.
     However,  in the  event  that the  Company  does not  fulfill  the  payment
     requirements, it forfeits any claims, rights, interest, or otherwise in the
     initial ten wells and any rights to participate  in the  development of the
     second group of ten wells. During the year ended July 31, 2010, the Company
     failed to make the initial  $500,000 payment to fund the first well and has
     defaulted  on  its  commitments  under  this  agreement.  The  Company  has
     therefore forfeited all claims,  rights,  interest and the initial $300,000
     payment made under the Oxalis agreement.  As a result, the Company recorded
     a $300,000 impairment of oil and gas properties.

b)   On February 5, 2010,  the Company  entered into a Joint  Venture  Agreement
     (the  "Dominus  Agreement")  with  Dominus  Energy AG  ("Dominus  Energy").
     According to the Dominus Agreement,  the Company has the exclusive right to
     participate in the Manyberries  Development  located in Alberta,  Canada as
     long as the Company meets its funding  obligations.  The Company  agreed to
     fund $500,000 as working  capital in the  Manyberries  Development and also
     agreed to pay all capital  needs to develop the  property no later than six
     (6) months  from the date of the  signed  agreement.  On May 5,  2010,  the
     Dominus  Agreement  was  cancelled  with no further  obligations  to either
     party.

5. Related Party Transactions

a)   For the fiscal period ended July 31, 2010,  the Company  recognized  $2,400
     (2009 - $4,800)  for  donated  services  at $400 per month  provided by the
     President of the Company.  The Company  recorded  donated  services for the
     first six months of the year ended July 31,  2010.  On February 1, 2010 the
     Company ceased to record donated  services as the Company  entered into the
     management  services  agreement  described in Note 9. During the year ended
     July 31, 2010, the Company accrued $4,000 of management  services  provided
     by the  President  of the  Company  pursuant  to the  management  agreement
     described  in Note 9. As of July 31,  2010,  the Company is indebted to the
     President  of the Company  for $2,843  (2009 - $Nil) for  expenses  paid on
     behalf of the Company. This amount is non-interest  bearing,  unsecured and
     due on demand.

b)   As at July 31, 2010, the Company is indebted to the former President of the
     Company for $184 (2009 - $184) for expenses  paid on behalf of the Company.
     This amount is non-interest bearing, unsecured and due on demand.

c)   On July 1,  2010,  the  Company  issued  to the  President  of the  Company
     2,757,815  shares  of common  stock at a fair  value of $0.05 per share for
     $25,000  owed in  management  fees  paid on behalf  of the  Company  by the
     President.  The excess fair value of $112,891 was  recognized as additional
     compensation  expense  and  reported in other  general  and  administrative
     expenses.

                                       33
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2010

6. Loans Payable

As at July 31, 2010,  the Company owed $24,340  (2009 - $1,000) in loans payable
to  unrelated  third  parties.  These  amounts  were used for general  corporate
expenses.  These amounts are unsecured bear interest of prime bank rate + 3% and
are payable on demand.

On July 8, 2010, the Company issued  2,473,573  shares of common stock to settle
$17,500 of accounts payable,  which was related to certain  consulting  services
provided by Resource  Management  Services,  an unrelated party. The shares were
valued  at $0.05  per  share  based  on the  quoted  stock  price on the date of
settlement.  The  excess  fair value of  $106,179  was  recognized  as a loss on
settlement of accounts payable.

7. Convertible Debt

During the fiscal  year ended July 31,  2010,  the  Company  issued  $300,000 of
secured  Convertible  Notes  ("the  Notes").  The Notes are due sixty days after
demand,  bear interest at Prime Bank Rate plus 3% per annum payable annually and
are convertible into shares of common stock at $0.01 per share.

The  conversion  feature  of  the  convertible  notes  provides  for a  rate  of
conversion  that is below  market  value.  This  feature is  characterized  as a
beneficial  conversion  feature  ("BCF").  A BCF is recorded by the Company as a
debt discount  pursuant to ASC Topic 470-20.  The BCF of $300,000 was recognized
immediately as interest expense due to the fact that the convertible note is due
upon demand.

8. Common Stock

a)   On July 1,  2010,  the  Company  issued  to the  President  of the  Company
     2,757,815  shares  of  common  stock at a fair  value of $0.05 per share to
     settle  $25,000 owed in management  fees. The excess fair value of $112,891
     was  recorded as  additional  compensation  expense  and  reported in other
     general and administrative expense (see Note 5).

b)   On July 8, 2010,  the Company  issued to a consultant  2,473,573  shares of
     common  stock at a fair  value of $0.05  per  share to  settle  $17,500  in
     accounts payable related to consulting  services.  The excess fair value of
     $106,179 was recognized as a loss on settlement of accounts  payable.  (see
     Note 6)

c)   On October 15, 2009, the Company  effected a 5:1 forward stock split of the
     authorized,   issued  and  outstanding  common  stock.  As  a  result,  the
     authorized share capital increased from 100,000,000  shares of common stock
     to  600,000,000  shares of common  stock with no change in par  value.  All
     share amounts have been retroactively adjusted for all periods presented.

9. Commitment

On February 8, 2010,  the Company  signed an agreement with the President of the
Company  for  management  services  at  $4,000  per month for a period of twelve
months. Either party can cancel the agreement with ten days notice.

10. Income Taxes

A  reconciliation  of the expected income tax recovery  computed by applying the
statutory  United States  federal income tax rate of 35% to income (loss) before
taxes follows:

                                                     July 31,         July 31,
                                                      2010             2009
                                                    ---------        ---------
Net loss before taxes per financial statements      $ 936,242        $  45,097
Income tax rate                                            35%              35%
Income tax recovery                                  (327,685)         (15,784)
Permanent differences                                 521,470            1,680
Temporary differences                                    (140)            (140)
Valuation allowance change                            145,310           14,244
                                                    ---------        ---------
Provision for income taxes                          $      --        $      --
                                                    =========        =========

                                       34
<PAGE>
Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2010

The  components  of the net deferred tax asset at July 31, 2010 and 2009 consist
of:

                                                     July 31,         July 31,
                                                      2010             2009
                                                    ---------        ---------
Net operating loss carry-forward                    $ 167,781        $  22,610
Unamortized costs of incorporation                  $    (385)       $    (525)
Valuation allowance                                 $(167,396)       $ (22,085)
                                                    ---------        ---------
Net deferred income tax asset                       $      --        $      --
                                                    =========        =========

Potential  benefits of income taxes are not  recognized  in the  accounts  until
realization  is more likely than not.  At July 31,  2010,  the Company has a net
operating  loss  carry-forward  of $697,343  which expires  through fiscal 2030.
Pursuant to ASC 740 the Company is  required to compute tax asset  benefits  for
net operating  losses carried  forward.  The potential  benefit of net operating
losses  have not been  recognized  in these  financial  statements  because  the
Company  cannot be assured it is more  likely  than not it will  utilize the net
operating losses carried forward in future years.

11. Subsequent Events

On October 22, 2010,  the Company filed a request with United States  Securities
and Exchange Commission to withdraw the Registration  Statement on Form S-1/A as
current  management is reevaluating its current corporate and capital structure.
The  Registration  Statement  had been  filed  with the SEC on April 8,  2010 to
register  40,000,000  shares of  common  stock.  The  Company  confirms  that no
securities  have been, or will be,  distributed,  issued or sold pursuant to the
Registration Statement or the prospectus contained therein.

                                       35
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

There were no disagreements with our accountants related to accounting
principles or practices, financial statement disclosure, internal controls or
auditing scope or procedure during the two fiscal years and subsequent interim
periods.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
the information disclosed in the reports we file with the Securities and
Exchange Commission under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our president (our principal executive officer and our principal
financial and accounting officer), as appropriate, to allow timely decisions
regarding required disclosure.

Management, including our president (our principal executive officer and our
principal financial and accounting officer), evaluated the effectiveness of our
disclosure controls and procedures, as of July 31, 2010, in accordance with
Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as
amended are effective to ensure the information required to be disclosed by us
in the reports that we file or submit under the Securities and Exchange Act of
1934, as amended is recorded, processed, summarized and reported within the time
period specified in SEC rules and forms.

Our management, including our president (our principal executive officer and our
principal financial and accounting officer), do not expect that our disclosure
controls, and procedures or internal controls will prevent all possible error
and fraud. Our disclosure controls and procedures are, however, designed to
provide reasonable assurance of achieving their objectives, and our president
(our principal executive officer and our principal financial and accounting
officer) have concluded that our financial controls and procedures are
INeffective at that reasonable assurance level.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of July 31, 2010. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK. Our management has concluded that, as of July 31, 2010, there is a
material weakness in our internal control over financial reporting. A material
weakness is a deficiency, or a combination of control 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.

The material weakness relates to the lack of segregation of duties in financial
reporting, as our financial reporting and all accounting functions are performed
by an external consultant with no oversight by a professional with accounting
expertise. Our President does not possess accounting expertise and our company
does not have an audit committee. This weakness is due to the company's lack of
working capital to hire additional staff. To remedy this material weakness,
management is attempting to correct this weakness by merging with a suitable
candidate.

                                       36
<PAGE>
This annual report does not include an attestation report of our company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit our company to provide only management's
report in this annual report.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Internal control over financial reporting has inherent limitations which include
but is not limited to the use of independent professionals for advice and
guidance, interpretation of existing and/or changing rules and principles,
segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are 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.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during the year ended July 31, 2010 that have materially or are
reasonably likely to materially affect, our internal controls over financial
reporting.

ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following individuals serve as the directors and executive officers of our
company as of the date of this annual report. All directors of our company hold
office until the next annual meeting of our shareholders or until their
successors have been elected and qualified. The executive officers of our
company are appointed by our board of directors and hold office until their
death, resignation or removal from office.

                         Position Held                        Date First Elected
  Name                 with the Company            Age           or Appointed
  ----                 ----------------            ---           ------------
Philip Kueber      Chief Executive Officer,        48           February 5, 2010
                   President, Secretary,
                   Treasurer, Chief Financial
                   Officer, Principal Accounting
                   Officer and Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee of our company, indicating the person's principal occupation during

                                       37
<PAGE>
that period, and the name and principal business of the organization in which
such occupation and employment were carried out.

PHILIP KUEBER - CHIEF EXECUTIVE OFFICER, PRESIDENT, SECRETARY, TREASURER, CHIEF
FINANCIAL OFFICER AND DIRECTOR

Mr. Kueber, age 48, is a 1983 graduate of the University of British Columbia and
has over 20 years experience in the entertainment, resource, and venture capital
industry. Beginning as a writer for Global Television Network, Mr. Kueber then
wrote feature films which were produced and exhibited worldwide. From 1986 to
1990 Mr. Kueber was President of Seguro Resources Ltd., an oil and gas producing
company based in Calgary, Alberta, Canada.

From 1990 to present, Mr. Kueber has financed and produced live entertainment,
feature films, and televised series. In addition, many non-entertainment
ventures have been funded and managed by Mr. Kueber in the resource,
bio-medical, and high-tech areas.

From 2000 to present, Mr. Kueber has also consulted to various commercially,
successful Internet based companies to assist in their corporate development,
creative development, and raising of capital.

From 2008 to present, Mr Kueber has been President and CEO of Riverdale Capital
Ltd., a corporation that acquires Internet based companies.

We have entered into a consulting agreement with Mr. Kueber pursuant to which we
pay him $4,000 for management services.

FAMILY RELATIONSHIPS

There are no family relationships between any of our directors, executive
officers and proposed directors or executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five 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; or

     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.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our shares
of common stock and other equity securities, on Forms 3, 4 and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish us with copies of
all Section 16(a) reports they file.

                                       38
<PAGE>
Based solely on our review of the copies of such forms received by our company,
or written representations from certain reporting persons that no Form 5s were
required for those persons, we believe that, during the fiscal year ended July
31, 2010, all filing requirements applicable to our officers, directors and
greater than 10% beneficial owners as well as our officers, directors and
greater than 10% beneficial owners of our subsidiaries were complied with.

CODE OF ETHICS

Our company's board of directors adopted a Code of Ethics that applies to, among
other persons, members of our board of directors, our company's officers
including our president, chief executive officer and chief financial officer,
employees, consultants and advisors. As adopted, our Code of Ethics sets out
eight Corporate Values (Focus, Respect, Excellence, Accountability, Teamwork,
Integrity, Very Open Communications and Enjoying Our Work) to provide a
framework for all employees.

Our Code of Ethics was filed with the Securities and Exchange Commission as
Exhibit 14.1 to our annual report for the year ended July 31, 2009. We will
provide a copy of the Code of Ethics to any person without charge, upon request.
Requests can be sent to: Pepper Rock Resource Corp., One Lincoln Centre, 18 West
140 Butterfield Road - 15th Floor, Oakbrook Terrace, IL 60181.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. We believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any material revenues to date. In addition, we currently do not have
nominating, compensation or audit committees or committees performing similar
functions nor do we have a written nominating, compensation or audit committee
charter. Our board of directors does not believe that it is necessary to have
such committees because it believes the functions of such committees can be
adequately performed by our board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

     *    our principal executive officer;
     *    each of our two most highly compensated executive officers who were
          serving as executive officers at the end of the years ended July 31,
          2010 and 2009; and
     *    up to two additional individuals for whom disclosure would have been
          provided under (b) but for the fact that the individual was not
          serving as our executive officer at the end of the years ended July
          31, 2010 and 2009,

who we will collectively refer to as the named executive officers of our
company, are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officers, whose total compensation did not exceed $100,000 for the
respective fiscal year:

                                       39
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                  Change in
                                                                                   Pension
                                                                                  Value and
                                                                  Non-Equity     Nonqualified
                                                                  Incentive        Deferred         All
       Name                                   Stock    Option        Plan        Compensation      Other
   and Principal            Salary   Bonus    Awards   Awards    Compensation      Earnings     Compensation    Total
     Position        Year    ($)      ($)       ($)      ($)         ($)             ($)            ($)          ($)
   -------------            ------   -----    ------   ------    ------------      --------     ------------    -----
<S>                 <C>     <C>     <C>      <C>       <C>       <C>               <C>          <C>             <C>
Philip Kueber(1)     2010    Nil      Nil      Nil       Nil         Nil             Nil            Nil          Nil
President,           2009    N/A      N/A      N/A       N/A         N/A             N/A            N/A          N/A
Secretary,
Treasurer, Chief
Financial Officer
and Director

Curtis Daye (2)      2010    Nil      Nil      Nil       Nil         Nil             Nil            Nil          Nil
Former President,    2009    Nil      Nil      Nil       Nil         Nil             Nil            Nil          Nil
Secretary,
Treasurer, Chief
Financial Officer
and Director
</TABLE>

----------
(1)  Mr. Kueber was elected a director and appointed President, Secretary,
     Treasurer and Chief Financial Officer on February 5, 2010.
(2)  Mr. Daye was elected a director and appointed President, Secretary,
     Treasurer and Chief Financial Officer from inception and resigned all
     positions on February 5, 2010.

There are no compensatory plans or arrangements with respect to our executive
officers resulting from their resignation, retirement or other termination of
employment or from a change of control.

STOCK OPTION PLAN

Currently, we do not have a stock option plan in favor of any director, officer,
consultant or employee of our company.

STOCK OPTIONS/SAR GRANTS

During our fiscal year ended July 31, 2010 there were no options granted to our
named officers or directors.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

No equity awards were outstanding as of the year ended July 31, 2010.

OPTION EXERCISES

During our Fiscal year ended July 31, 2010 there were no options exercised by
our named officers.

COMPENSATION OF DIRECTORS

We do not have any agreements for compensating our directors for their services
in their capacity as directors, although such directors are expected in the
future to receive stock options to purchase shares of our common stock as
awarded by our board of directors.

                                       40
<PAGE>
We have determined that none of our directors are independent directors, as that
term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the SECURITIES
EXCHANGE ACT OF 1934, as amended, and as defined by Rule 4200(a)(15) of the
NASDAQ Marketplace Rules.

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no 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 the board of directors or a committee
thereof.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT

None of our directors or executive officers or any associate or affiliate of our
company during the last two fiscal years, is or has been indebted to our company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.

FAMILY RELATIONSHIPS

There are no family relationships between any of our directors, executive
officers or directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our directors, executive officers and control persons have not been involved in
any of the following events during

     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; or

     4.   being found by a court of competent jurisdiction (in a civil action),
          the 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.

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

The following table sets forth, as of November 8, 2010, certain information with
respect to the beneficial ownership of our common shares by each shareholder
known by us to be the beneficial owner of more than 5% of our common shares, as
well as by each of our current directors and executive officers as a group. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

                                       41
<PAGE>
<TABLE>
<CAPTION>
Title of                Name and Address                    Amount and Nature of           Percentage
  Class               of Beneficial Owner                 Beneficial Ownership (2)        of Class (3)
  -----               -------------------                 ------------------------        ------------
<S>                 <C>                                   <C>                             <C>
Common              Roberto Rodriguez Bernal                3,750,000  Indirect (4)            5.9%
                    Lintheschergasse 19
                    P.O. Box 3426
                    CH-8021 Zurich

Common              Naomi Johnson                           3,750,000  Indirect (5)            5.9%
                    #12 The Belvedere,
                    Chelsea Harbour, London,
                    UK, SW10-0XA

Common              Jonathan Marshall                       3,750,000  Indirect (6)            5.9%
                    Suite #25, 405 Kings Road,
                    London, UK, SW10-0BB

Common              Kent Ltd.                               7,500,000  Indirect (7)           11.9%
                    Marque Place #300, 430 West Bay
                    Road, PO Box 30691 SMB, Grand
                    Cayman, KY1-1203, Cayman Islands

Common              Cameron Frater                          3,750,000  Indirect (8)            5.9%
                    3540 West Sahara Road
                    Las Vegas, NV, 89122
</TABLE>

All directors and officers hold office until our next annual general meeting of
shareholders or until a successor is appointed.

----------
(1)  Beneficial owner of a security includes any person who, directly or
     indirectly, through any contract, arrangement, understanding, relationship,
     or otherwise has or shares: (i) voting power, which includes the power to
     vote, or to direct the voting of shares; and (ii) investment power, which
     includes the power to dispose or direct the disposition of shares. Certain
     shares may be deemed to be beneficially owned by more than one person (if,
     for example, persons share the power to vote or the power to dispose of the
     shares). In addition, shares are deemed to be beneficially owned by a
     person if the person has the right to acquire the shares (for example, upon
     exercise of an option) within 60 days of the date as of which the
     information is provided. In computing the percentage ownership of any
     person, the amount of shares outstanding is deemed to include the amount of
     shares beneficially owned by such person (and only such person) by reason
     of these acquisition rights. As a result, the percentage of outstanding
     shares of any person as shown in this table does not necessarily reflect
     the person's actual ownership or voting power with respect to the number of
     shares of common stock actually outstanding on the date of this report as
     of which there were 60,800,000 shares of our common stock issued and
     outstanding.
(2)  Based on 63,031,388 number of shares of common stock issued and outstanding
     as of August 6, 2010.
(3)  Mr. Bernal has voting and dispositive control over shares of our common
     stock owned by Alabaster Limited.
(4)  Ms. Johnson has voting and dispositive control over shares of our common
     stock owned by Nuria Investment Ltd.

                                       42
<PAGE>
(5)  Mr. Marshall has voting and dispositive control over shares of our common
     stock owned by Hayward Management, Inc.
(6)  Kent Ltd. has voting and dispositive control over shares of our common
     stock owned by Med Ventures Ltd., and Gravhaven Limited.
(7)  Mr. Frater has voting and dispositive control over shares of our common
     stock owned by Armada International, Inc.

CHANGES IN CONTROL

We are unaware of any contract or other arrangement or provisions of our
Articles or Bylaws the operation of which may at a subsequent date result in a
change of control of our company. There are not any provisions in our Articles
or Bylaws, the operation of which would delay, defer, or prevent a change in
control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE

Except as disclosed herein, no director, executive officer, shareholder holding
at least 5% of shares of our common stock, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or proposed
transaction since the year ended July 31, 2009, in which the amount involved in
the transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.

For the fiscal year ended July 31, 2010, we recognized $2,400 for donated
services at $400 per month provided by our President. We did not record donated
services for the three months period ended April 30, 2010, as management
services provided by our President of $4,000 were accrued pursuant to the
management agreement. As at July 31, 2010, we are indebted to our President for
$2,843 for expenses paid on our behalf which are non-interest bearing, unsecured
and due on demand.

As at July 31, 2010, we are indebted to our former President for $184 for
expenses paid on our behalf. This amount is non-interest bearing, unsecured and
due on demand.

DIRECTOR INDEPENDENCE

We currently act with one director, Philip Kueber. We have determined that our
director is not an "independent director" as defined in NASDAQ Marketplace Rule
4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our
entire board of directors acts in such capacities. We believe that our members
of our board of directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. The board of directors of our company does not believe that it is
necessary to have an audit committee because we believe that the functions of an
audit committee can be adequately performed by the board of directors. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended July
31, 2010 and for the fiscal year ended July 31, 2009 for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:

                                       43
<PAGE>
                                                 Year Ended
                                    July 31, 2010          July 31, 2009
                                    -------------          -------------
                                          $                      $
       Audit Fees                       2,500                  4,000
       Audit Related Fees               8,950                  3,500
       Tax Fees                           Nil                    Nil
       All Other Fees                     Nil                    Nil
       Total                           11,450                  7,500

Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

     (1)  Financial statements for our company are listed in the index under
          Item 8 of this document
     (2)  All financial statement schedules are omitted because they are not
          applicable, not material or the required information is shown in the
          financial statements or notes thereto.

(b)      Exhibits

Exhibit
Number                             Exhibit Description
------                             -------------------

(3)       ARTICLES OF INCORPORATION AND BYLAWS

3.1       Articles of Incorporation of Pepper Rock Resources Corp. (Incorporated
          by reference to our Registration Statement on Form S-1 filed on
          October 23, 2008)

3.2       Certificate of Amendment filed with the Nevada Secretary of State on
          October 16, 2009 (Incorporated by reference to our Registration
          Statement on Form S-1 filed on April 8, 2010)

3.3       Bylaws of Pepper Rock Resources Corp. (Incorporated by reference to
          our Registration Statement on Form S-1 filed on October 23, 2008)

(10)      MATERIAL CONTRACTS

10.1      Joint Venture Agreement with Oxalis Energy Group, Inc. dated February
          10, 2010 (Incorporated by reference to our Current Report on Form 8-K
          filed on February 16, 2010)

                                       44
<PAGE>
10.2      Management Agreement with Phil Kueber dated February 8, 2010
          (Incorporated by reference to our Registration Statement on Form S-1/A
          filed on May 20, 2010)

10.3      Joint Venture Agreement with Dominus Energy, AG dated February 5, 2010
          (Incorporated by reference to our Registration Statement on Form S-1/A
          filed on May 20, 2010)

(14)      CODE OF ETHICS

14.1      Code of Ethics (Incorporated by reference to our Annual Report on Form
          10-K filed on October 29, 2010)

(31)      SECTION 302 CERTIFICATIONS

31.1*     Section 302 Certification.

(32)      SECTION 906 CERTIFICATION

32.1*     Section 906 Certification.

----------
* Filed herewith.

                                       45
<PAGE>
                                   SIGNATURES

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

                                PEPPER ROCK RESOURCES CORP.
                                      (Registrant)


Dated: December 13, 2010        /s/ Philip Kueber
                                ------------------------------------------------
                                Philip Kueber
                                President, Secretary, Treasurer, Chief Financial
                                Officer and Director
                                (Principal Executive Officer, Principal
                                Financial Officer and Principal Accounting
                                Officer)

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


Dated: December 13, 2010        /s/ Philip Kueber
                                ------------------------------------------------
                                Philip Kueber
                                President, Secretary, Treasurer, Chief Financial
                                Officer and Director
                                (Principal Executive Officer, Principal
                                Financial Officer and Principal Accounting
                                Officer)

                                       46