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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

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

For the fiscal year endedMarch 31, 2009

OR

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

For the transition period from ____________ to ____________

SKYHIGH RESOURCES, INC.(Exact Name of Registrant as Specified in its Charter)

|Delaware                        | 26-2746101         
|------------------------------- | -------------------
|(State of other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

**1791 Marcy Lynn Court San Jose, CA 95124**(Address of Principal Executive Offices) (Zip Code)

Former address 859 South Haskell, Central Point, OR 97502

408-239-4080(Registrant's Telephone Number,
including Area Code)

Securities Registered Pursuant to Section 12(B) of the Act: None

Securities Registered Pursuant to Section 12(G) of the Act: Common Stock, par value $.001 per share

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
  file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [x] No [ ]

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

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

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
  price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. Aggregate Market Value as of March 31,
  2009: $ $0.00 based on common shares outstanding of 1,760,000.

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.
2,010,000 shares of Common Stock, $0.001 par value, as of July 13, 2009

Documents incorporated by reference - None

State issuer's revenues for its most recent fiscal year: Nil

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TABLE OF CONTENTS

PART
      I
    3ITEM
      1: DESCRIPTION OF BUSINESS
    3ITEM
      2: DESCRIPTION OF PROPERTY
    13ITEM
      3: LEGAL PROCEEDINGS
    13ITEM
      4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    13ITEM
      5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    13ITEM
      6: MANAGEMENT DISCUSSION AND ANALYSIS
    14PART
      II
    22ITEM
      7: FINANCIAL STATEMENTS
    22ITEM
      8: CONTROLS AND PROCEDURES
    32PART
      III
    33ITEM
      9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
    33ITEM
      10: EXECUTIVE COMPENSATION
    35ITEM
      11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    36ITEM
      12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    36ITEM
      13: EXHIBITS AND REPORTS
    37ITEM
      14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
    37


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PART I

ITEM 1: DESCRIPTION OF BUSINESS

COMPANY OVERVIEW

Skyhigh Resources, Inc. (the "Company") was incorporated in the
State of Delaware on April 2, 2007 to engage in the acquisition, exploration and
development of natural resource properties. We are an exploration stage Company
with no revenues and a limited operating history. The principal executive
offices are located at, 1791 Marcy Lynn Court San Jose, CA 95124 .

In December 2007 we issued 1,500,000 @ $0.001 to our President
and Director, Mr. Trevor Blank for services rendered.

In December 2007 we issued 30,000 each @ $0.025 per share in
aggregate 60,000 shares of common stock to two consultants in payment of debt in
the amount of $1,500 incurred for organization expenses.

On January 15, 2008 we issued 200,000 restricted common shares
valued at $0.10 a share, ($20,000) for acquisition of our Riverbend mineral
claims.

The Common Stock was issued in accordance with a Section 4(2)
offering under the Securities Act of 1933, as amended and Rule 506 promulgated
there under. Total shares issued and outstanding as of March 31, 2008 
1,760,000 shares.

We are authorized by our Articles of Incorporation to issue
50,000,000 shares of common stock, par value $0.001 per share. As of June 22,
2009, there were 1,760,000 shares of common stock issued and outstanding.

As of the date of this 10KSB filing, we have not had any
revenues, have not begun operations and we have one mining property asset. Our
Company has no employees at the present time with the general administration
being performed at a cost to cover office cost amounting to $183.00 per month,
by our President and Director Trevor Blank. We do not expect to commence earning
revenues for the foreseeable future.

Skyhigh Resources, Inc (the Company) will engage in the
acquisition, exploration and development of natural resource properties. We are
in the business of mineral property exploration. To date, we have not conducted
any exploration on our sole exploration target, the Fraser River Bend claim
(River Bend Property), which is located in the Province of British Columbia,
Canada. The River Bend Property consists of an area of approximately 1,193 acres
(483 hectares) located 42 kilometres (26 miles) Northwest of Quesnel, British
Columbia. We acquired the property from Riverbend Gold Corp on January 15, 2008
for 200,000 restricted common shares valued at $0.10 a share, ($20,000).

Our objective is to conduct mineral exploration activities on
the River Bend property in order to assess whether it possesses economic
reserves of gold, silver, or platinum. We have not yet identified any economic
mineralization on the River Bend Property. Our proposed exploration program is
designed to search for an economic mineral deposit.

There is no current public market for our securities. Our stock
is not publicly traded, although we will be filing an S-1 Registration Statement
with the Securities and Exchange Commission to register 1,000,000 shares of
common stock for sale and a 15c211with FINRA to obtain a trading symbol, however
there is no assurance that we will be successful. Investors should be aware
their investment in our securities is not liquid; there is the probability they
will be unable to sell their shares and their investment will be lost.

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We will conduct mineral exploration activities on the River
Bend Property in order to assess whether the property contains mineral reserves
capable of commercial extraction. Our exploration program is designed to explore
for commercially viable deposits of gold, silver and other minerals. We have
not, nor has any predecessor identified any commercially exploitable reserves of
these or other minerals on the Companys mineral claims.

On October 6, 2008 we filed an S-1 Registration Statement with
the Securities and Exchange Commission to register 1,000,000 shares of common
stock at $0.025 and we are able to sell all the underlying common stock thereby
raising a total of $25,000.00. The S-1 Registration Statement became effective
on March 25, 2009.and qualified 1,00,000 shares of the Companys common stock to
be sold by June 30, 2009 in accordance with the requirements of Section 4(2)
offering under the Securities Act of 1933, as amended and Rule 502 promulgated
thereunder. There were no underwriters for this offering.

There is no market for our shares as we have not yet filed a
15c211 to request a trading symbol on the OTC-BB. This is anticipated to be
filed in July 2009. We currently have no stock in the public float. Investors
should be aware their investment in our securities is not liquid; there is the
probability they will be unable to sell their shares and their investment will
be lost.

We plan to use the funds receive through the sale of the
registered stock or loans from related parties (although no specific
arrangements have been made for these loans) to complete the first phase (Phase
I) of the exploration program on our claims and reduce debt. This exploration
work will consist of geological prospecting, assaying and information review,
and in Phase II, trenching and detailed sampling of historic zones. We estimate
the cost to be about $6,000 for the Phase I exploration program as outlined
below. In addition to this $6,000 we anticipate spending an additional $3,000 on
geological reports.

Total cash expenditures over the next 12 months are expected to
be approximately $25,000, which will be covered by the cash expected from the
sale of common stock being sold through S-1 Registration Statement or loans from
related parties (although no specific arrangements have been made for these
loans).

Phase
    Exploration Program
    Cost
    StatusPhase 1
    Prospecting, soil survey, assay and evaluation
      of information
    $6,000
    Expected to be completed by July 2010,
      (dependent on funding and geologist schedule).Phase II
    Localized soil surveys, gridlines and sampling
      zones identified in historical information & Phase 1
    $30,000
    Expected to be completed by Aug 2011 (subject
      to funds being available and consulting geologist's schedule


Subject to the receipt of funds from this Registration
Statement or loans from related parties (although no specific arrangements have
been made for these loans) we plan to commence Phase I of the exploration
program on the claim in July 2010. We expect this phase to take 30 days to
complete and an additional month for the consulting geologist to receive the
results of the assay lab and prepare his report.

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Subject to the information obtained during the Phase I work
program and subject to funds being available to complete the Phase II
exploration program we plan to commence work in late June 2011.

The above program costs are management's estimates based upon
the discussions with a professional consulting geologist. The actual project
costs may exceed our estimates. To date, we have not commenced exploration.

Subject to availability, a consulting geologist will be
retained for our planned exploration programs. We will however, require
additional funding to proceed with any subsequent work on the claim, we have no
current plans on how to raise the additional funding. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the first two phases of the exploration program.

BANKRUPTCY OR SIMILAR PROCEEDINGS

We have not been the subject of a bankruptcy, receivership or
similar proceedings.

PRODUCTS AND SERVICES

We do not currently have any products or services, and we have
no new product or service planned or announced to the public. As a result, we
have no customers or consumers of our products, we have no principal suppliers
or sources for raw materials and there is no need for government approval of our
products and services.

MARKETS AND CUSTOMERS

We are in the pre exploration stage and presently have no
operating assets or customers. The market for metals that we expect to produce
depends on factors beyond our control, including the extent of production, the
proximity and capacity of transportation facilities and demand for metals.

COMPETITION

We do not compete directly with anyone for the exploration or
removal of minerals from our property as we hold all interest and rights to the
claim. Readily available commodities markets exist in the U.S. and around the
world for the sale of gold, silver and other minerals. Therefore, we will likely
be able to sell any gold, silver or other minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources and supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE
COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially
restrict mineral claim exploration and development. Under British Columbia
mining law, engaging in certain types of exploration requires work permits, the
posting of bonds, and the performance of remediation work for any

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physical disturbance to the land. While these current laws will
not affect specific types of exploration work, if we identify exploitable
minerals and proceed to phase two which includes drilling operations on the
Strohn Creek Claim, we will incur regulatory compliance costs based upon the
size and scope of our operations. In addition, new regulations could increase
our costs of doing business and prevent us from exploring for and the
exploitation of ore deposits. In addition to new laws and regulations being
adopted, existing laws may be applied to mining that have not as yet been
applied. These new laws may increase our cost of doing business with the result
that our financial condition and operating results may be harmed.

ENVIRONMENTAL CONTROLS COULD CURTAIL OR DELAY EXPLORATION AND
DEVELOPMENT OF OUR MINE AND IMPOSE SIGNIFICANT COSTS ON US.

During the exploration and mining processes, we are required to
comply with numerous environmental laws and regulations imposed by federal and
provincial authorities, which impose effluent and waste standards, performance
standards, air quality and emissions standards and other design or operational
requirements for various components of exploration, mining and mineral
processing.

Many provinces, including British Columbia (where our River
Bend Property is located), have also adopted regulations that establish design,
operation, monitoring, and closing requirements for mining operations. Under
these regulations, mining companies are required to provide a reclamation plan
and financial assurance including cash deposits to ensure that the reclamation
plan is implemented upon completion of mining operations. Additionally, British
Columbia and other require mining operations to obtain and comply with
environmental permits, including permits regarding air emissions and the
protection of surface water and groundwater. Although we believe that we are
currently in compliance with applicable federal and provincial environmental
laws, changes in those laws and regulations may necessitate significant capital
outlays or delays, may materially and adversely affect the economics of a given
property, or may cause material changes or delays in our intended exploration,
development and production activities. Any of these results could force us to
curtail or cease our business operations.

EMPLOYEES

Corporate Office

We currently have no employees. We do use our executive
officer, Trevor Blank, the president and director of the Company for
administrative duties. Mr Blank currently devotes approximately 4 to 6 hours per
week providing management services to us.

There are no formal employment agreements between the Company
and our current executive officer.

River Bend Property

We do not currently have any employees working on this
project.

RESEARCH AND DEVELOPMENT EXPENDITURES

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

PATENTS AND TRADEMARKS

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

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

We are a new enterprise intending to engage in the business of
mining exploration and development. The business of acquiring, developing and
producing mineral reserves is inherently risky.

WE ARE AN EXPLORATION STAGE COMPANY WITH ONE MINERAL PROPERTY
AND NO OPERATING HISTORY IN THE BUSINESS OF MINING EXPLORATION AND DEVELOPMENT.
ACCORDINGLY, YOU WILL HAVE NO BASIS UPON WHICH TO EVALUATE OUR ABILITY TO
ACHIEVE OUR BUSINESS OBJECTIVES.

We are an exploration stage company and have no current
properties or operations. Our business plan involves our engagement in mineral
exploration, which may include our acquisition and development, in Western
Canada and elsewhere, of mining properties. As a proposed mineral exploration
and development company with no operating history or properties and related
assets, it is difficult for potential investors to evaluate our business. Our
proposed operations are therefore subject to all of the risks inherent in the
establishment of a new business enterprise and must be considered in light of
the expenses, difficulties, complications and delays frequently encountered in
connection with the formation of any new business, as well as those risks that
are specific to the resource industry. Investors should evaluate us in light of
the delays, expenses, problems and uncertainties frequently encountered by
companies developing markets for new products, services and technologies. We may
never overcome these obstacles.

Our business is speculative and depends upon the implementation
of our business plan and our ability to enter into agreements with third parties
for the rights to exploit mineral reserves on terms that will be commercially
viable for us.

OUR PROBABLE LACK OF DIVERSIFICATION WILL INCREASE THE RISK OF
AN INVESTMENT IN OUR COMPANY, AS OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS MAY DETERIORATE IF WE FAIL TO DIVERSIFY.

Our business will focus on the mining industry in a single or
limited number of businesses and properties. Larger companies have the ability
to manage their risk by diversification. However, we will lack diversification,
in terms of both the nature and geographic scope of our business. As a result,
we will likely be impacted more acutely by factors affecting our industry or the
regions in which we operate than we would if our business were more diversified,
enhancing our risk profile. If we cannot diversify our operations, our financial
condition and results of operations could deteriorate.

STRATEGIC RELATIONSHIPS UPON WHICH WE MAY RELY ARE SUBJECT TO
CHANGE, WHICH MAY DIMINISH OUR ABILITY TO CONDUCT OUR OPERATIONS.

Our ability to successfully acquire mineral properties, to
discover reserves, to participate in extraction opportunities and to identify
and enter into commercial arrangements with

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customers will depend on our developing and maintaining close
working relationships with industry participants and on our ability to select
and evaluate suitable businesses and properties and to consummate transactions
in a highly competitive environment. These realities are subject to change and
may impair our ability to grow.

To develop our business, we will endeavour to use the business
relationships of our management to enter into strategic relationships, which may
take the form of joint ventures with private parties and contractual
arrangements with other resource companies, including those that supply
equipment and other resources that we expect to use in our business. We may not
be able to establish these strategic relationships, or if established, we may
not be able to maintain them. In addition, the dynamics of our relationships
with strategic partners may require us to incur expenses or undertake activities
we would not otherwise be inclined to in order to fulfil our obligations to
these partners or maintain our relationships. If our strategic relationships are
not established or maintained, our business prospects may be limited, which
could diminish our ability to conduct our operations.

WE MAY NOT BE ABLE TO EFFECTIVELY ESTABLISH MINING OPERATIONS
OR MANAGE OUR GROWTH, WHICH MAY HARM OUR PROFITABILITY.

Our strategy envisions establishing and expanding our mining
business. If we fail to effectively establish mining operations and thereafter
manage our growth, our financial results could be adversely affected. Growth may
place a strain on our management systems and resources. We must continue to
refine and expand our business development capabilities, our systems and
processes and our access to financing sources. As we grow, we must continue to
hire, train, supervise and manage new employees. We cannot assure you that we
will be able to:

*   meet our capital needs; *   expand
our systems effectively or efficiently or in a timely manner; *  
allocate our human resources optimally; *   identify and hire
qualified employees or retain valued employees; or *   incorporate
effectively the components of any business that we may acquire in our effort to
achieve growth.

If we are unable to manage our growth, our operations and our
financial results could be adversely affected by inefficiency, which could
diminish our profitability.

OUR BUSINESS MAY SUFFER IF WE DO NOT ATTRACT AND RETAIN
TALENTED PERSONNEL.

Our success will depend in large measure on the abilities,
expertise, judgment, discretion integrity and good faith of our management and
other personnel in conducting our intended business. We presently have a small
management team, which we intend to expand in conjunction with our planned
operations and growth.

The loss of a key individual or our inability to attract
suitably qualified staff could materially adversely impact our business.

Our success depends on the ability of our management and
employees to interpret market and geological data correctly and to interpret and
respond to economic, market and other conditions to locate and adopt appropriate
investment opportunities, monitor such investments, and

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ultimately, if required, to successfully divest such
investments. Further, no assurance can be given that our key personnel will
continue their association or employment with us or that replacement personnel
with comparable skills can be found. We have sought to and will continue to
ensure that management and any key employees are appropriately compensated;
however, their services cannot be guaranteed. If we are unable to attract and
retain key personnel, our business may be adversely affected.

OUR MANAGEMENT TEAM DOES NOT HAVE EXTENSIVE EXPERIENCE IN
PUBLIC COMPANY MATTERS, WHICH COULD IMPAIR OUR ABILITY TO COMPLY WITH LEGAL AND
REGULATORY REQUIREMENTS.

Our management team has had limited U.S. public company
management experience or responsibilities, which could impair our ability to
comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of
2002 and applicable federal securities laws including filing required reports
and other information required on a timely basis. There can be no assurance that
our management will be able to implement and affect programs and policies in an
effective and timely manner that adequately responds to increased legal,
regulatory compliance and reporting requirements imposed by such laws and
regulations. Our failure to comply with such laws and regulations could lead to
the imposition of fines and penalties and further result in the deterioration of
our business.

RISKS RELATED TO OUR FINANCIAL CONDITION

Future acquisitions and future development, production and
marketing activities, as well as our administrative requirements (such as
salaries, insurance expenses and general overhead expenses, as well as legal
compliance costs and accounting expenses) will require a substantial amount of
additional capital and cash flow.

The proceeds from our S-1 Registration Statement will provide
us with a limited amount of working capital which is not sufficient to fully
fund our proposed operations. We will require additional capital to continue to
operate our business and our proposed operations. We may be unable to obtain
additional capital as and when required. We may not be successful in locating
suitable financing transactions in the time period required or at all, and we
may not obtain the capital we require by other means. If we do not succeed in
raising additional capital, the capital we have received to date may not be
sufficient to fund our operations going forward without obtaining additional
capital financing.

We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not obtain the
capital we require by other means. If we do not succeed in raising additional
capital, the capital we have received to date may not be sufficient to fund our
operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may
dilute your ownership percentage. This could also result in a decrease in the
fair market value of our equity securities because our assets would be owned by
a larger pool of outstanding equity. The terms of securities we issue in future
capital transactions may be more favourable to our new investors, and may
include preferences, superior voting rights and the issuance of warrants or
other derivative securities, and issuances of incentive awards under equity
employee incentive plans, which may have a further dilutive effect.

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Our ability to obtain needed financing may be impaired by such
factors as the capital markets (both generally and in the resource industry in
particular), our status as a new enterprise without a demonstrated operating
history, the location of our mineral properties and the price of minerals on the
commodities markets (which will impact the amount of asset-based financing
available to us) or the retention or loss of key management. Further, if mineral
prices on the commodities markets decrease, then our revenues will likely
decrease, and such decreased revenues may increase our requirements for capital.
If the amount of capital we are able to raise from financing activities is not
sufficient to satisfy our capital needs, we may be required to cease our
operations.

We may incur substantial costs in pursuing future capital
financing, including investment banking fees, legal fees, accounting fees,
securities law compliance fees, printing and distribution expenses and other
costs. We may also be required to recognize non-cash expenses in connection with
certain securities we may issue, such as convertible notes and warrants, which
may adversely impact

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT AND
EXPECT TO CONTINUE TO INCUR LOSSES UNTIL WE ESTABLISH PROFITABLE BUSINESS
OPERATIONS. THIS COULD DRIVE THE PRICE OF OUR STOCK DOWN.

We incurred a net loss of $18,246 for the year ended March 31,
2009. As at March 31, 2009 we had an accumulated deficit in the aggregate amount
of $28,718. If we fail to achieve profitability and continue to incur losses,
the price of our common stock can be expected to fall.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED
DOUBT OF OUR ABILITY TO CONTINUE AS GOING CONCERN. THIS COULD MAKE IT MORE
DIFFICULT FOR US TO RAISE FUNDS AND ADVERSELY AFFECT OUR RELATIONSHIPS WITH
LENDERS, INVESTORS AND SUPPLIERS.

Our independent registered public accounting firm, Moores
&Associates Chartered, have added an explanatory paragraph to their audit
opinion issued in connection with our consolidated financial statements for the
period ended March 31, 2009 with respect to their doubt about our ability to
continue. The Company has incurred operating losses since its inception in April
2007, and has an accumulated deficit of ($28,718) at March31, 2009, which
together raises doubt about the Companys ability to continue as a going
concern. Our ability to continue as a going concern will be determined by our
ability to sustain a successful level of operations and to continue to raise
capital from debt, equity and other sources. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

RISKS RELATED TO OUR INDUSTRY

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE
COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially
restrict mineral claim exploration and development. Under British Columbia
mining law, engaging in certain types of exploration requires work permits, the
posting of bonds, and the performance of remediation work for any physical
disturbance to the land. While these current laws will not affect specific types
of exploration work, if we identify exploitable minerals and proceed to phase
two which includes

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drilling operations on the Strohn Creek Claim, we will incur
regulatory compliance costs based upon the size and scope of our operations. In
addition, new regulations could increase our costs of doing business and prevent
us from exploring for and the exploitation of ore deposits. In addition to new
laws and regulations being adopted, existing laws may be applied to mining that
have not as yet been applied. These new laws may increase our cost of doing
business with the result that our financial condition and operating results may
be harmed.

RESERVE ESTIMATES ARE POTENTIALLY INACCURATE.

Estimate of reserves on property is either proven reserves or
probable reserves. At this time we have no proven reserves or probable
reserves. Ore reserve figures and costs are primarily estimates and are not
guarantees that we will recover the indicated quantities of these metals.
Estimated proven reserve quantities based on sampling and testing of sites
conducted by the Company or by independent companies hired by the Company.
Probable reserves are based on information similar to that used for proven
reserves, but the sites for sampling are less extensive, and the degree of
certainty is less. Reserve estimation is an interpretive process based upon
available geological data and statistical inferences and is inherently imprecise
and may prove to be unreliable.

Reserves are reduced as existing reserves are depleted through
production. Reserves may be reduced due to lower than anticipated volume and
grade of reserves mined and processed and recovery rates.

Reserve estimates are calculated using assumptions regarding
metals prices. These prices have fluctuated widely in the past. Declines in the
market price of metals, as well as increased production costs, capital costs and
reduced recovery rates, may render reserves uneconomic to exploit. Any material
reduction in our reserves may lead to increased net losses, reduced cash flow,
asset write-downs and other adverse effects on our results of operations and
financial condition. Reserves should not be interpreted as assurances of mine
life or of the profitability of current or future operations. No assurance can
be given that the amount of metal estimated will be produced or the indicated
level of recovery of these metals will be realized.

ABANDONMENT AND RECLAMATION COSTS ARE UNKNOWN AND MAY BE
SUBSTANTIAL.

We will be responsible for compliance with terms and conditions
of environmental and regulatory approvals and all laws and regulations regarding
the abandonment of our properties and reclamation of lands at the end of their
economic life, which abandonment and reclamation costs may be substantial. A
breach of such legislation and/or regulations may result in the issuance of
remedial orders, the suspension of approvals, or the imposition of fines and
penalties, including an order for cessation of operations at the site until
satisfactory remedies are made. It is not possible to estimate with certainty
the abandonment and reclamation costs since they will be a function of
regulatory requirements at the time.

INCREASES IN OUR OPERATING EXPENSES WILL IMPACT OUR OPERATING
RESULTS AND FINANCIAL CONDITION.

Extraction, development, production, marketing (including
distribution costs) and regulatory compliance costs (including taxes) will
substantially impact the net revenues we derive from the minerals that we
produce. These costs are subject to fluctuations and variation in different
locales in which we will operate, and we may not be able to predict or control
these costs. If

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these costs exceed our expectations, this may adversely affect
our results of operations. In addition, we may not be able to earn net revenue
at our predicted levels, which may impact our ability to satisfy our
obligations

PENALTIES WE MAY INCUR COULD IMPAIR OUR BUSINESS.

Failure to comply with government regulations could subject us
to civil and criminal penalties, could require us to forfeit property rights,
and may affect the value of our assets. We may also be required to take
corrective actions, such as installing additional equipment or taking other
actions, each of which could require us to make substantial capital
expenditures. We could also be required to indemnify our employees in connection
with any expenses or liabilities that they may incur individually in connection
with regulatory action against them. As a result, our future business prospects
could deteriorate due to regulatory constraints, and our profitability could be
impaired by our obligation to provide such indemnification to our employees.

THE DEVELOPMENT AND OPERATION OF OUR MINING PROJECTS INVOLVE
NUMEROUS UNCERTAINTIES.

Mine development projects, including our planned projects,
typically require a number of years and significant expenditures during the
exploration and development phase before production is possible.

Development projects are subject to the completion of
successful feasibility studies, issuance of necessary governmental permits and
receipt of adequate financing. The economic feasibility of development projects
is based on many factors such as:

- unanticipated changes in grade and tonnage of material to be mined and
  processed;
- unanticipated adverse geotechnical conditions;
- incorrect data on which engineering assumptions are made;
- costs of constructing and operating a mine in a specific environment;
- availability and cost of processing and refining facilities;
- availability of economic sources of power;
- adequacy of water supply;
- adequate access to the site;
- unanticipated transportation costs;
- government regulations (including regulations relating to prices,
  royalties, duties, taxes, restrictions on production, quotas on exportation of
  minerals, as well as the costs of protection of the environment and
  agricultural lands);
- fluctuations in metal prices; and
- accidents, labor actions and force majeure events

MINERAL EXPLORATION IS HIGHLY SPECULATIVE, INVOLVES SUBSTANTIAL
EXPENDITURES, AND IS FREQUENTLY NON-PRODUCTIVE.

Mineral exploration involves a high degree of risk and
exploration projects are frequently unsuccessful. Few prospects that are
explored end up being ultimately developed into producing mines. To the extent
that we continue to be involved in mineral exploration, the long-term success of
our operations will be related to the cost and success of our exploration
programs. We cannot assure you that our mineral exploration efforts will be
successful. The risks associated with mineral exploration include:

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- The identification of potential economic mineralization based on
  superficial analysis;
- the quality of our management and our geological and technical expertise;
  and
- the capital available for exploration and development.

Substantial expenditures are required to determine if a project
has economically mineable mineralization. It may take several years to establish
proven and probable reserves and to develop and construct mining and processing
facilities. Because of these uncertainties, our current and future exploration
programs may not result in the discovery of reserves, the expansion of our
existing reserves or the further development of our mines.

THE PRICE OF GOLD AND SILVER ARE HIGHLY VOLATILE AND A DECREASE
IN THE PRICE OF MOLYBDENUM OR GOLD WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

The profitability of mining operations is directly related to
the market prices of metals. The market prices of metals fluctuate significantly
and are affected by a number of factors beyond our control, including, but not
limited to, the rate of inflation, the exchange rate of the dollar to other
currencies, interest rates, and global economic and political conditions. Price
fluctuations of metals from the time development of a mine is undertaken to the
time production can commence can significantly affect the profitability of a
mine. Accordingly, we may begin to develop one or more of our mines at a time
when the price of metals makes such exploration economically feasible and,
subsequently, incur losses because the price of metals decreases. Adverse
fluctuations of the market prices of metals may force us to curtail or cease our
business operations.

MINING RISKS AND INSURANCE COULD HAVE AN ADVERSE EFFECT ON OUR
PROFITABILITY.

Our operations are subject to all of the operating hazards and
risks normally incident to exploring for and developing mineral properties, such
as unusual or unexpected geological formations, environmental pollution,
personal injuries, flooding, cave-ins, changes in technology or mining
techniques, periodic interruptions because of inclement weather and industrial
accidents. Insurance is available to ameliorate some of these risks, however
such insurance may not continue to be available at economically feasible rates
or in the future be adequate to cover the risks and potential liabilities
associated with exploring, owning and operating our properties. Either of these
events could cause us to curtail or cease our business operations.

RISKS RELATED TO OUR COMMON STOCK

NO MARKET CURRENTLY EXISTS FOR OUR SECURITIES AND WE CANNOT
ASSURE YOU THAT SUCH A MARKET WILL EVER DEVELOP, OR IF DEVELOPED, WILL BE
SUSTAINED.

Our common stock is not currently eligible for trading on any
stock exchange and there can be no assurance that our common stock will be
listed on any stock exchange in the future. We intend to apply for listing on
the OTC Bulletin Board trading system pursuant to Rule 15c211 of the Securities
Exchange Act of 1934, but there can be no assurance we will obtain such a
listing. The bulletin board tends to be highly illiquid, in part because there
is no national quotation system by which potential investors can track the
market price of shares except through information received or generated by a
limited number of broker-dealers that make a market in particular

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stocks. There is a greater chance of market volatility for
securities that trade on the bulletin board as opposed to a national exchange or
quotation system. This volatility may be caused by a variety of factors,
including: the lack of readily available price quotations; the absence of
consistent administrative supervision of "bid" and "ask" quotations; lower
trading volume; and general market conditions. If no market for our shares
materializes, you may not be able to sell your shares or may have to sell your
shares at a significantly lower price.

IF OUR SHARES OF COMMON STOCK ARE ACTIVELY TRADED ON A PUBLIC
MARKET, THEY WILL IN ALL LIKELIHOOD BE PENNY STOCKS.

Broker-dealer practices in connection with transactions in
penny stocks are regulated by certain penny stock rules adopted by the SEC.
Penny stocks generally are equity securities with a price per share of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ Stock Market, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customers account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock the broker-dealer 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 a stock that becomes subject to the
penny stock rules..

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

We plan to contact a market maker in July to apply to have the
shares quoted on the OTC Electronic Bulletin Board. To be eligible for
quotation, issuers must remain current in their filings with the SEC. In order
for us to remain in compliance we will require future revenues to cover the cost
of these filings, which could comprise a substantial portion of our available
cash resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.

THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY
VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.

Assuming we are able to establish an active trading market for
our common stock, the market price of our common stock is likely to be highly
volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including:

- dilution caused by our issuance of additional shares of common stock and
  other forms of equity securities, which we expect to make in connection with
  future capital financings to fund our operations and growth, to attract and
  retain valuable personnel and in connection with future strategic partnerships
  with other companies;

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- announcements of acquisitions, reserve discoveries or other business
  initiatives by our competitors;
- fluctuations in revenue from our mineral business as new reserves come to
  market;
- changes in the market for commodities or in the capital markets generally;
- quarterly variations in our revenues and operating expenses;
- changes in the valuation of similarly situated companies, both in our
  industry and in other industries;
- changes in analysts' estimates affecting us, our competitors or our
  industry;
- changes in the accounting methods used in or otherwise affecting our
  industry;
- additions and departures of key personnel;
- fluctuations in interest rates and the availability of capital in the
  capital markets; and

These and other factors are largely beyond our control, and the
impact of these risks, singly or in the aggregate, may result in material
adverse changes to the market price of our common stock and our results of
operations and financial condition.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE
FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.

Our operating results will likely vary in the future primarily
as the result of fluctuations in our revenues and operating expenses, expenses
that we incur, the price of minerals in the commodities markets and other
factors. If our results of operations do not meet the expectations of current or
potential investors, the price of our common stock may decline.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not intend to declare dividends for the foreseeable
future, as we anticipate that we will reinvest any future earnings in the
development and growth of our business. Therefore, investors will not receive
any funds unless they sell their common stock, and stockholders may be unable to
sell their shares on favourable terms or at all. Investors cannot be assured of
a positive return on investment or that they will not lose the entire amount of
their investment in the common stock.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe, plan, expect,
future, intend and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these forward-looking
statements. Our actual results are likely to differ materially from those
anticipated in these forward-looking statements for many reasons.

ITEM 2: DESCRIPTION OF PROPERTY

We currently utilize space at the premises of Trevor Blank, an
officer and director of the Company. The premises are located 1791 Marcy Lynn
Court, San Jose CA 95124 formerly we were located at 859 South Haskell, Central
Point OR 97502. The facilities include an answering machine, a fax machine,
computer and office equipment. We intend to use these facilities for the time
being until we feel we have outgrown them. We currently have no investment
policies as they pertain to real estate, real estate interests or real estate
mortgages.

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ITEM 3: LEGAL PROCEEDINGS

Skyhigh Resources is not currently involved in any legal
proceedings and we are not aware of any pending or potential legal actions.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during
the year ended March31, 2009 through the solicitation of proxies or otherwise.

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

MARKET INFORMATION

The Company intends to make application to FINRA for the
Company's shares to be quoted on the OTCBB. The Company's application to FINRA
will consist of current corporate information, financial statements and other
documents as required by Rule 15c211 of the Securities Exchange Act of 1934.

DIVIDENDS

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. Delaware General Corporation
Law, Chapter V, Section 170 however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:

- if the capital of the corporation, computed in accordance with Delaware
  General Corporation Law, shall have been diminished by depreciation in the
  value of its property, or by losses, or otherwise, to an amount less than the
  aggregate amount of the capital represented by the issued and outstanding
  stock of all classes having a preference upon the distribution of assets, the
  directors of such corporation shall not declare and pay out of such net
  profits any dividends upon any shares of any classes of its capital stock
  until the deficiency in the amount of capital represented by the issued and
  outstanding stock of all classes having a preference upon the distribution of
  assets shall have been repaired.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

FORWARD-LOOKING STATEMENTS

This 10K annual report may contains statements that constitute
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words
expect, estimate, anticipate, predict, believe, and similar
expressions and variations thereof are intended to identify forward-looking
statements. Such forward-looking statements may include statements regarding,
among other things, (a) our estimates of mineral reserves and mineralized
material, (b) our projected sales and profitability, (c) our growth strategies,
(d) anticipated trends in our industry, (e) our future financing plans, (f) our
anticipated needs for working capital and (g) the benefits related to ownership
of our common stock. This information may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, performance,
or achievements to

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be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking statements for the
reasons, among others, described within the various sections of this 10KSB,
specifically the section entitled Risk Factors. These statements may be found
under Managements Discussion and Analysis or Plan of Operations and
Description of Business, as well as in this 10KSB annual report. We undertake
no obligation to release publicly any updated information about forward-looking
statements to reflect events or circumstances occurring after the date of this
10KSB annual report or to reflect the occurrence of unanticipated events.

PLAN OF OPERATION

We will conduct mineral exploration activities on the River
Bend Property in order to assess whether the property contains mineral reserves
capable of commercial extraction. Our exploration program is designed to explore
for commercially viable deposits of gold, silver and other minerals. We have
not, nor has any predecessor identified any commercially exploitable reserves of
these or other minerals on the Companys mineral claims.

On October 6, 2008 we filed an S-1 Registration Statement with
the Securities and Exchange Commission to register 1,000,000 shares of common
stock at $0.025 and if we are able to sell all the underlying common stock, we
will raise a total of $25,000.00. The S-1 Registration Statement became
effective on March 25, 2009.and qualified 1,00,000 shares of the Companys
common stock to be sold by June 30, 2009 in accordance with the requirements of
Section 4(2) offering under the Securities Act of 1933, as amended and Rule 502
promulgated thereunder. There were no underwriters for this offering.

We plan to use the funds receive through the sale of the
registered stock or loans from related parties (although no specific
arrangements have been made for these loans) to complete the first phase (Phase
I) of the exploration program on our claims and reduce debt. This exploration
work will consist of geological prospecting, assaying and information review,
and in Phase II, trenching and detailed sampling of historic zones. We estimate
the cost to be about $6,000 for the Phase I exploration program as outlined
below. In addition to this $6,000 we anticipate spending an additional $3,000 on
geological reports.

Total cash expenditures over the next 12 months are expected to
be approximately $25,000, which will be covered by the cash expected from the
sale of common stock being sold through S-1 Registration Statement or loans from
related parties (although no specific arrangements have been made for these
loans).

Phase
    Exploration Program
    Cost
    StatusPhase 1
    Prospecting, soil survey, assay and evaluation
      of information
    $6,000
    Expected to be completed by July 2010,
      (dependent on funding and geologist schedule).Phase II
    Localized soil surveys, gridlines and sampling
      zones identified in historical information & Phase 1
    $30,000
    Expected to be completed by Aug 2011 (subject
      to funds being available and consulting geologist's schedule


Subject to the receipt of funds from this Registration
Statement or loans from related parties (although no specific arrangements have
been made for these loans) we plan to commence Phase

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I of the exploration program on the claim in July 2010. We
expect this phase to take 30 days to complete and an additional month for the
consulting geologist to receive the results of the assay lab and prepare his
report.

The above program costs are management's estimates based upon
the discussions with a professional consulting geologist. The actual project
costs may exceed our estimates. To date, we have not commenced exploration.

Subject to availability, a consulting geologist will be
retained for our planned exploration programs. We will however, require
additional funding to proceed with any subsequent work on the claim, we have no
current plans on how to raise the additional funding. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the first two phases of the exploration program.

RESULTS OF OPERATIONS

Results of Operations for the Year Ended March 31, 2009. No
Comparisons are available as the previous period ended March 31, 2008 included
only the eleven month cumulative period from April 2, 2007 to March 31, 2009.

No sales or income was recorded for the eleven months
period

Operating Costs and Expenses

Costs incurred during the for the Year Ended March 31, 2009
totalling $18,246 were comprised of office and administration cost amounting to
$2,017, legal and consulting cost amounting to $8,232 for the writing of the S-1
Registration Statement, Audit fees amounting to $5,000, filing fees amounting to
$2,838 and interest cost totalling $158.

SELECTED FINANCIAL INFORMATION

March 31, 2009Current Assets
    $
    312Total Assets
    $
    312Current Liabilities
    $
    26,030Stockholders' Equity
    $
    (25,718
    )


LIQUIDITY AND CAPITAL RESOURCES

Our cash balance is $312 of March 31, 2009. We have arranged
for sufficient addition loans to fund our limited levels of operations until
July 2009. We are an exploration stage company and have generated no revenue to
date. We will attempt to sell 1,000,000 shares of common stock in June 2009 for
cash and which will realize a total of $25,000. We have notes payable to
unrelated parties amounting to $8,158 due December 2010 and accounts payable
amounting to $14, 372. We expect that we will have adequate funds available to
pay for our minimum level of operations.

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Our auditor has issued a going concern opinion. 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. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that stage.

We are contemplating raising additional capital beyond those
funds expected through the sale of the 1,000,000 share registered with the SEC,
to finance our exploration programs. No final decisions regarding the timing of
these programs or financing of these programs have been made at this time.

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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make a wide variety of estimates and assumptions that
affect: (1) the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements,
and (2) the reported amounts of revenues and expenses during the reporting
periods covered by the financial statements. Our management routinely makes
judgments and estimates about the effect of matters that are inherently
uncertain. As the number of variables and assumptions affecting the future
resolution of the uncertainties increases, these judgments become even more
subjective and complex. We have identified certain accounting policies that are
most important to the portrayal of our current financial condition and results
of operations. Our significant accounting policies are disclosed in Note 1 of
the Notes to the Consolidated Financial Statements, and several of those
critical accounting policies are as follows:

Marketable Securities.Marketable securities may consist
of shares, bonds and other negotiable instruments. Shares will be accounted for
as securities held-for-sale in accordance with Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities. Marketable securities will be stated at fair value based on market
quotes. Unrealized gains and losses are recorded as other comprehensive income,
a component of stockholders deficit in our consolidated balance sheet.

Property and Equipment.Property and equipment are
stated at cost. Depreciation and amortization are calculated using the
straight-line method over the respective estimated useful lives of the assets.

Mine development costs are capitalized after proven and
probable reserves have been identified. Amortization of mine development costs
will be calculated using the units-of-production method over the expected life
of the operation based on the estimated proven and probable reserves. As May 31,
2009 the Company had no proven or probable reserves.

Property Acquisition and Deferred Mineral Property
Development Costs. Mineral property acquisition and deferred mineral
property development costs are recorded at cost and will be

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capitalized once determination has been made that a mineral
property has proven or probable reserves that can be produced profitably. On the
commencement of profitable commercial production, depletion of each mineral
property acquisition and associated deferred property development costs will be
computed on the units of production basis using estimated proven and probable
reserves.

Exploration Properties. Mineral exploration expenditures
are expensed as incurred. Property acquisition costs relating to exploration
properties are also expensed until the economic viability of the project is
determined and proven and probable reserves quantified. Costs associated with
economically viable projects are depreciated and amortized in accordance with
the policies described above.

Stripping Costs.On March 30, 2005, the Financial
Accounting Standards Board (FASB) ratified the consensus of the Emerging Issues
Task Force (EITF) Issue 04-06 that stripping costs incurred during the
production phase of a mine are variable costs that should be included in the
costs of the inventory produced during the period that the stripping costs are
incurred. The Company will utilize this accounting policy for stripping costs
incurred in its mining operations where applicable.

Closure, Reclamation and Remediation Costs.Current laws
and regulations require certain closure, reclamation and remediation work to be
done on mineral properties as a result of exploration, development and operating
activities. The Company will periodically reviews the activities performed on
its mineral properties and makes estimates of closure, reclamation and
remediation work that will need to be performed as required by those laws and
regulations and makes estimates of amounts that are expected to be incurred when
the closure, reclamation and remediation work is expected to be performed.
Future closure, reclamation and environmental related expenditures are difficult
to estimate in many circumstances due to the early stages of investigation,
uncertainties associated with defining the nature and extent of environmental
contamination, the uncertainties relating to specific reclamation and
remediation methods and costs, application and changing of environmental laws,
regulations and interpretation by regulatory authorities and the possible
participation of other potentially responsible parties.

Estimated costs associated with closure, reclamation and
environmental reclamation the Companys properties will be reflected in its
consolidated financial statements in accordance with generally accepted
accounting principles, including the adoption of SFAS 143, Accounting
for Asset Retirement Obligations, which the Company adopted.

Property Evaluations and Impairment of Long-Lived
Assets. The Company will review and evaluate the carrying amounts of its
mining properties and related buildings and equipment, and other long-lived
assets when events or changes in circumstances indicate that the carrying amount
may not be recoverable. Estimated future net cash flows, on an undiscounted
basis, from a property or asset will be calculated using estimated recoverable
minerals (considering current proven and probable reserves and mineralization
expected to be classified as reserves where applicable); estimated future
mineral price realization (considering historical and current prices, price
trends and related factors); and operating, capital and reclamation costs.
Reduction in the carrying value of property, plant and equipment, or other
long-lived assets, with a corresponding charge to earnings, are recorded to the
extent that the estimated future net cash flows are less than the carrying
value. Estimates of future cash flows are subject to risks and uncertainties. It
is reasonably possible that changes in circumstances could occur which may
affect the recoverability of the Companys properties and long-lived assets.

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Revenue Recognition.The company has had no revenues to
date. It is the Companys policy that revenues will be recognized in accordance
with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under
SAB 104, product revenues (or service revenues) are recognized when persuasive
evidence of an arrangement exists, delivery has occurred (or service has been
performed), the sales price is fixed and determinable and collectibility is
reasonably assured.

Stock-Based Compensation and Equity Transactions.We
account for stock-based compensation pursuant to SFAS No. 123R, Share-Based
Payment, an amendment of FASB Statements 123 and 95, which requires us to
measure the compensation cost of stock options and other stock-based awards to
employees and directors at fair value at the grant date and recognize
compensation expense over the requisite service period for awards expected to
vest.

Except for transactions with employees and directors that are
within the scope of SFAS 123R, all transactions in which goods or services are
the consideration received for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably measurable.
Additionally, in accordance with EITF 96-18, the Company has determined that the
dates used to value the transaction are either: (1) the date at which a
commitment for performance by the counter party to earn the equity instruments
is established; or (2) the date at which the counter partys performance is
complete.

Recent Accounting Pronouncements

In April 2009, the FASB issued FSP No. FAS 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP
FAS 157-4). FSP FAS 157-4 provides guidance on estimating fair value when
market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim and annual
periods the inputs and valuation techniques used to measure fair value. This FSP
is effective for interim and annual periods ending after June 15, 2009. The
Company does not expect the adoption of FSP FAS 157-4 will have a material
impact on its financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
is Not Active, (FSP FAS 157-3), which clarifies application of SFAS 157 in a
market that is not active. FSP FAS 157-3 was effective upon issuance, including
prior periods for which financial statements have not been issued. The adoption
of FSP FAS 157-3 had no impact on the Companys results of operations, financial
condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN
46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities. This
disclosure-only FSP improves the transparency of transfers of financial assets
and an enterprises involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective January
1, 2009. The adoption of the FSP had no impact on the Companys results of
operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit Plan Assets (FSP FAS
132(R)-1). FSP FAS 132(R)-1 requires additional fair value disclosures about
employers pension and postretirement benefit plan assets

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consistent with guidance contained in SFAS 157. Specifically,
employers will be required to disclose information about how investment
allocation decisions are made, the fair value of each major category of plan
assets and information about the inputs and valuation techniques used to develop
the fair value measurements of plan assets. This FSP is effective for fiscal
years ending after December 15, 2009. The Company does not expect the adoption
of FSP FAS 132(R)-1 will have a material impact on its financial condition or
results of operation.

In September 2008, the FASB issued exposure drafts that
eliminate qualifying special purpose entities from the guidance of SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, and FASB Interpretation 46 (revised December 2003),
Consolidation of Variable Interest Entities  an interpretation of ARB No. 51,
as well as other modifications. While the proposed revised pronouncements have
not been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Companys financial statements. The changes would be effective March 1, 2010, on
a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, Earnings per Share.
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60. SFAS No. 163 clarifies how Statement
60 applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Companys financial position, statements of operations, or cash flows at this
time.

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category
will prevail. SFAS No. 162 will become effective 60 days after the SEC approves
the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards.
SFAS No. 162 has no effect on the Companys financial position, statements of
operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or
FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133. This standard requires
companies to provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal

22

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years and interim periods beginning after November 15, 2008,
with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its consolidated financial position, results of operations or cash flows

In December 2007, the SEC issued Staff Accounting Bulletin
(SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB
No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla"
share options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for plain vanilla share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Companys consolidated
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statementsan amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Companys consolidated financial position, results of
operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007),
Business Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not

23

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believed that this will have an impact on the Companys
consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value
Option for Financial Assets and LiabilitiesIncluding an Amendment of FASB
Statement No. 115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entitys first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company adopted SFAS No.
159 beginning March 1, 2008 and has determined that its adoption has had no
effect on its consolidated financial statements.

In September 2006, the FASB issued FASB Statement No. 157. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practices. This Statement is effective for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted provided that the reporting entity has not yet issued
financial statements for that fiscal year. Management believe this Statement
will have no impact on the financial statements of the Company once adopted.

In April 2003, the FASB issued SFAS No. 149 "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", which amends
and clarifies the accounting guidance on certain derivative instruments and
hedging activities. SFAS 149 is generally effective for contracts entered into
or modified after June 30, 2003 and hedging relationships designated after June
30, 2003. The adoption of this statement did not impact the Company's financial
position, results of operations, or cash flows. In May 2003, the FASB issued
SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity." SFAS 150 establishes standards for how an
issuer of equity (including the equity shares of any entity whose financial
statements are included in the consolidated financial statements) classifies and
measures on its balance sheet certain financial instruments with characteristics
of both liabilities and equity. SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003 and for existing financial
instruments after July 1, 2003. The adoption of this statement did not impact
the Company's financial position, results of operations, or cash flows.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities," and a revised interpretation of FIN 46 ("FIN 46-R")
in December 2003. FIN 46 requires certain variable interest entities ("VIEs") to
be consolidated by the primary beneficiary of the entity if the equity investors
in the entity do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
The provisions of FIN 46 are effective immediately for all arrangements entered
into after January 31, 2003. Since January 31, 2003, the

24

---

Company has not invested in any entities it believes are
variable interest entities for which the Company is the primary beneficiary. For
all arrangements entered into after January 31, 2003, the Company was required
to continue to apply FIN 46 through April 30, 2004. The Company was required to
adopt the provisions of FIN 46-R for those arrangements on May 1, 2004. For
arrangements entered into prior to February 1, 2003, the Company was required to
adopt the provisions of FIN 46-R on May 1, 2004. The adoption of this statement
did not impact the Company's financial position, results of operations, or cash
flows.

PART II - FINANCIAL INFORMATION

ITEM 7: FINANCIAL STATEMENTS

Our fiscal year end is March 2009. We will provide audited
financial statements to our stockholders on an annual basis. Our consolidated
audited financial statements for the fiscal years ended March 31, 2009 follow.
These financial statements include as well, accumulated costs from inception on
April 2, 2007 to March 31, 2009

25

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Skyhigh Resources, Inc. (A Exploration Stage Company)
Financial Statements with Report of Independent Registered Public
Accounting Firm March 31, 2009



|                                                              | Page             
|------------------------------------------------------------- | -----------------
|                                                              |                  
|Report
      of Independent Registered Public Accounting Firm | F-2              
|                                                              |                  
|Financial Statements:                                         |                  
|                                                              |                  
|Balance
      Sheets                                          | F-3              
|                                                              |                  
|Statements
      of Operations                                | F-4              
|                                                              |                  
|Statements
      of Cash Flow                                 | F-5              
|                                                              |                  
|Statements
      of Stockholders Equity                      | F-6              
|                                                              |                  
|Notes
      to Financial Statements                           | F-7
      to F-11

F.1

26

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MOORE & ASSOCIATES,
CHARTERED     ACCOUNTANTS
AND ADVISORSPCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors Skyhigh Resources, Inc.(An Exploration Stage Company)

We have audited the accompanying balance sheets of Skyhigh
Resources, Inc. (An Exploration Stage Company) as of March 31, 2009 and March
31, 2008, and the related statements of operations, stockholders equity
(deficit) and cash flows for the year ended March 31, 2009 and the period April
2, 2007 through March 31, 2008 and since inception on April 2, 2007 through
March 31, 2009. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Skyhigh
Resources, Inc. (An Exploration Stage Company) as of March 31, 2009 and March
31, 2008, and the related statements of operations, stockholders equity
(deficit) and cash flows for the year ended March 31, 2009 and the period April
2, 2007 through March 31, 2008 and since inception on April 2, 2007 through
March 31, 2009, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has no business operations to date
and must secure additional financing to commence the Companys plan of
operations, which raises substantial doubt about its ability to continue as a
going concern. Managements plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ Moore & Associates, Chartered

Moore & Associates, Chartered Las Vegas, Nevada
July 7, 2009

6490 West Desert Inn Rd, Las Vegas, NV 89146 (702)
253-7499 Fax (702) 253-7501

F-2

27

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Skyhigh Resources, Inc (An Exploration Stage Company)
Balance Sheets

|                                                           |  | At             |   |  | At             |  
|---------------------------------------------------------- |  | -------------- | - |  | -------------- | -
|                                                           |  | March 31, 2009 |   |  | March 31, 2008 |  
|                                                           |  | $              |   |  | $              |  
|                                                           |  |                |   |  |                |  
|ASSETS                                                     |  |                |   |  |                |  
|                                                           |  |                |   |  |                |  
|Current Assets                                             |  |                |   |  |                |  
|                                                           |  | 312            |   |  | -              |  
|Cash                                                       |  |                |   |  |                |  
|                                                           |  |                |   |  |                |  
|Total Current Assets                                       |  | 312            |   |  | -              |  
|Other Assets                                               |  |                |   |  |                |  
|Mining Property  at cost (Note 4)                         |  |                |   |  | 20,000         |  
|                                                           |  |                |   |  |                |  
|Total Other Assets                                         |  |                |   |  | 20,000         |  
|                                                           |  |                |   |  |                |  
|Total Assets                                               |  | 312            |   |  | 20,000         |  
|                                                           |  |                |   |  |                |  
|LIABILITIES & SHAREHOLDERS EQUITY                          |  |                |   |  |                |  
|Current                                                    |  |                |   |  |                |  
|Accrued Expenses                                           |  | 3,500          |   |  | 3,500          |  
|Accounts Payable                                           |  | 14,372         |   |  | 3.972          |  
|Loans Payable (Note 5)                                     |  | 8,158          |   |  |                |  
|Total Liabilities                                          |  | 26,030         |   |  | 7,472          |  
|                                                           |  |                |   |  |                |  
|STOCKHOLDERS EQUITY                                       |  |                |   |  |                |  
|Capital Stock                                              |  |                |   |  |                |  
|Authorized:                                                |  |                |   |  |                |  
|50,000,000 common shares, par value $0.001
      per share |  |                |   |  |                |  
|Issued and outstanding:                                    |  |                |   |  |                |  
|1,760,000 common shares                                    |  | 1,760          |   |  | 1,760          |  
|Additional paid-in capital                                 |  | 21,240         |   |  | 21,240         |  
|                                                           |  |                |   |  |                |  
|Deficit Accumulated During the Exploration Stage           |  | (48,718        | ) |  | (10,472        | )
|Total Shareholders Equity                                 |  | (25,718        | ) |  | (12,528        | )
|                                                           |  |                |   |  |                |  
|Total Liabilities and Stockholders Equity                 |  | 312            |   |  | 20,000         |  

The accompanying notes are an integral part of these Financial
Statements

F-3

28

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Skyhigh Resources, Inc (An Exploration Stage Company)
Statements of Operations

|                                  |                |   |                    |   | Cumulative        |  
|--------------------------------- | -------------- | - | ------------------ | - | ----------------- | -
|                                  |                |   | Period from        |   | amounts from      |  
|                                  |                |   | Inception April 2, |   | Date of Inception |  
|                                  | Year Ended     |   | 2007 to            |   | April 2, 2007 to  |  
|                                  | March 31, 2009 |   | March 31, 2008     |   | March 31, 2009    |  
|                                  | $              |   | $                  |   | $                 |  
|Revenue                           | -              |   | -                  |   | -                 |  
|                                  |                |   |                    |   |                   |  
|Expenses                          |                |   |                    |   |                   |  
|Organizational costs              |                |   | 1,500              |   | 1,500             |  
|Office and Administration         | 2,018          |   | 1,500              |   | 3,518             |  
|Consulting Fees                   | 8,232          |   | 3,972              |   | 12,204            |  
|Audit Fees                        | 5,000          |   | 3,500              |   | 8,500             |  
|Filing Fees                       | 2,838          |   | -                  |   | 2,838             |  
|Impairment Expense- Mining Claim  | 20,000         |   | -                  |   | 20,000            |  
|Asset                             |                |   |                    |   |                   |  
|                                  | (38,088        | ) | (10,472            | ) | (48,560           | )
|                                  |                |   |                    |   |                   |  
|Net Loss from Operations          | (38,088        | ) | (10,472            | ) | (48,560           | )
|                                  |                |   |                    |   |                   |  
|Other Income                      |                |   |                    |   |                   |  
|Interest                          | -              |   | -                  |   | -                 |  
|Other Expense                     |                |   |                    |   |                   |  
|Interest                          | 158            |   | -                  |   | 158               |  
|Provision for Income Taxes        | -              |   | -                  |   | -                 |  
|                                  |                |   |                    |   |                   |  
|Net Loss For The Period           | (38,246        | ) | (10,472            | ) | (48,718           | )
|                                  |                |   |                    |   |                   |  
|Basic And Diluted Loss Per Common | (0.02          | ) | (0.005             | ) | (0.028            | )
|Share                             |                |   |                    |   |                   |  
|                                  |                |   |                    |   |                   |  
|Weighted Average Number of Common | 1,760,000      |   | 1,760,000          |   | 1,760,000         |  
|Shares Outstanding                |                |   |                    |   |                   |  

The accompanying notes are an integral part of these Financial
Statements

F-4

29

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Skyhigh Resources, Inc (An Exploration Stage Company)
Statements of Cash Flows

|                                                       |                |   |                  |   | Cumulative       |  
|------------------------------------------------------ | -------------- | - | ---------------- | - | ---------------- | -
|                                                       |                |   |                  |   | amounts          |  
|                                                       |                |   | Period from      |   | from Date of     |  
|                                                       |                |   | Inception        |   | Incorporation    |  
|                                                       | Year Ended     |   | April 2, 2007 to |   | April 2, 2007 to |  
|                                                       | March 31, 2009 |   | March 31, 2008   |   | March 31, 2009   |  
|Operating Activities                                   | $              |   | $                |   | $                |  
|                                                       |                |   |                  |   |                  |  
|Net Income (Loss)                                      |                |   | (10,472          | ) | (48,718          | )
|                                                       | (38,246        | ) |                  |   |                  |  
|Less: Net Income (Loss)
      from Discontinued        |                |   |                  |   |                  |  
|Operations                                             |                |   |                  |   |                  |  
|                                                       |                |   | (10,472          | ) |                  |  
|Net Income (Loss) from Continued
      Operations      |                |   |                  |   | (48,718          | )
|                                                       | (38,246        | ) |                  |   |                  |  
|Adjustments To Reconcile Net Loss To
      Net         |                |   |                  |   |                  |  
|Cash                                                   |                |   |                  |   |                  |  
|Provided by Operations                                 | -              |   | -                |   | -                |  
|Stock issued for
      Management                      | -              |   | 1,500            |   | 1,500            |  
|Stock issued in Organization
      costs               | -              |   | 1,500            |   | 1,500            |  
|Stock Issued for
      mining property                 | -              |   | 20,000           |   | 20,000           |  
|Changes in Assets and Liabilities                      |                |   |                  |   |                  |  
|(increase)decrease in accounts receivable              | -              |   | -                |   | -                |  
|(increase)decrease in accounts
      payable           | 10,400         |   |                  |   | 17,872           |  
|(increase)decrease in accrued liabilities              |                |   |                  |   |                  |  
|Net Cash Provided (Used) by Continuing
      Operatin  |                |   | 12,528           |   |                  |  
|Activities                                             | (27,846        | ) |                  |   | (32,154          | )
|Investing Activities                                   |                |   |                  |   |                  |  
|Mining Property                                        | 20,000         |   | -                |   | 20,000           |  
|Net
      Cash Provide (Used ) by Investing Activities | 20,000         |   | -                |   | 20,000           |  
|Financing Activities                                   |                |   |                  |   |                  |  
|Loans form unrelated parties                           | (8,158         | ) | -                |   | (8,158           | )
|Net Cash Provide (Used ) by Financing Activities       | (8,158         | ) | -                |   | (28,158          | )
|Increase (Decrease) in Cash from Continuing            |                |   |                  |   |                  |  
|Operations                                             |                |   |                  |   |                  |  
|Cash and Cash Equivalents at Beginning of              |                |   |                  |   | -                |  
|Period                                                 |                |   |                  |   |                  |  
|Cash
      and Cash Equivalents at End of Period       | 312            |   | -                |   | 312              |  
|Supplemental Information                               |                |   |                  |   |                  |  
|Cash Paid For:                                         |                |   |                  |   |                  |  
|Interest                                               | -              |   |                  |   | -                |  
|Income Taxes                                           | -              |   |                  |   | -                |  
|                                                       |                |   |                  |   |                  |  
|Non-Cash Activities                                    |                |   |                  |   |                  |  
|Stock issued for services                              | 3,000          |   | 3,000            |   | 3,000            |  
|Stock Issued for mining claims                         | 20,000         |   | 20,000           |   | 20,000           |  

The accompanying notes are an integral part of these Financial
Statements

F-5

30

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Skyhigh Resources, Inc (An Exploration Stage Company)
Statements of Stockholders Equity March 31, 2009

|                          |           |  |               |  |            |  | Deficit     |   |         |  
|------------------------- | --------- |  | ------------- |  | ---------- |  | ----------- | - | ------- | -
|                          |           |  | Capital Stock |  |            |  | Accumulated |   |         |  
|                          |           |  |               |  | Additional |  | During the  |   |         |  
|                          |           |  |               |  | Paid-In    |  | Exploration |   |         |  
|                          | Shares    |  | Amount        |  | Capital    |  | Stage       |   | Total   |  
|                          |           |  | $             |  | $          |  | $           |   | $       |  
|                          |           |  |               |  |            |  |             |   |         |  
|Balance Forward           | 0         |  |               |  |            |  |             |   | 0       |  
|December 2007             |           |  |               |  |            |  |             |   |         |  
|Shares issued for cash at | 1,500,000 |  | 1,500         |  | -          |  |             |   | 1,500   |  
|$0.001                    |           |  |               |  |            |  |             |   |         |  
|December 2007             |           |  |               |  |            |  |             |   |         |  
|Shares issued for debt at | 60,000    |  | 60            |  | 1,440      |  |             |   | 1,500   |  
|$0.025                    |           |  |               |  |            |  |             |   |         |  
|January 2008              |           |  |               |  |            |  |             |   |         |  
|Shares issued for mining  |           |  |               |  |            |  |             |   |         |  
|property at $0.10         | 200,000   |  | 200           |  | 19,800     |  |             |   | 20,000  |  
|                          |           |  |               |  |            |  |             |   |         |  
|Deficit for Period ended  |           |  |               |  |            |  |             |   |         |  
|March 31, 2008            |           |  |               |  |            |  | (10,472     | ) | (10,472 | )
|                          | 1,760,000 |  | 1,760         |  | 21,240     |  |             |   | 12,528  |  
|Deficit for Period ended  |           |  |               |  |            |  |             |   |         |  
|March 31, 2009            |           |  |               |  |            |  | (38,246     | ) | (38,246 | )
|                          |           |  |               |  |            |  |             |   |         |  
|Balance March 31, 2009    | 1,760,000 |  | 1,760         |  | 21,240     |  | (48,718     | ) | (25,718 | )

The accompanying notes are an integral part of these Financial
Statements

F-6

31

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Skyhigh Resources, Inc. (An Exploration Stage Company)
Notes to Financial Statements March 31, 2009

1.      NATURE AND CONTINUANCE OF
OPERATIONS

a)      Organization

The Company was incorporated in the State of Delaware, United
States of America on April 2, 2007. The Companys year-end is March 31.

b)      Exploration Stage Activities

The Company is in the exploration stage and has not yet
realized any revenues from its planned operations. The Companys business plan
is to acquire mining properties in Canada while remaining open to the
acquisition of other base and precious metal property opportunities worldwide.
In January 2008 the Company acquired a Gold and Silver mining property located
on the Fraser River 42 kilometres (26 miles) northwest of Quesnel, British
Columbia, Canada, further described as the River Bend Property.

Based upon the Company's business plan, it is a exploration
stage enterprise. Accordingly, the Company presents its financial statements in
conformity with generally accepted accounting principles (GAAP) in the United
States of America that apply in establishing operating enterprises. As a
exploration stage enterprise, the Company discloses the deficit accumulated
during the exploration stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.

2.      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

This summary of significant accounting policies is presented to
assist in understanding the Companys financial statements. The financial
statements and notes are representations of the Companys management who is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles in the United States of
America and have been consistently applied in the preparation of the financial
statements. The financial statements are stated in United States of America
dollars.

a)      Organizational and
Start-up Costs

Costs of start-up activities, including organizational costs,
are expensed as incurred in accordance with SOP 98-5.

b)      Income Taxes

The Company has adopted the Statement of Financial Accounting
Standards No. 109  Accounting for Income Taxes (SFAS 109). SFAS 109 requires
the use of the asset and liability method of accounting of income taxes. Under
the asset and liability method of SFAS 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

c)      Basic and Diluted Loss
Per Share

In accordance with SFAS No. 128  Earnings Per Share, the
basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.

F-7

32

---

2.      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)

c)      Basic and Diluted Loss
Per Share (continued)

Diluted loss per common share is computed similar to basic loss
per common share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
At March 31, 2009 the Company had no stock equivalents that were anti-dilutive
and excluded in the earnings per share computation.

d)      Estimated Fair Value of
Financial Instruments

The carrying value of the Companys financial instruments,
consisting of accounts payable and accrued liabilities approximate their fair
value due to the short-term maturity of such instruments. Unless otherwise
noted, it is managements opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial statements.

e)      Revenue Recognition

The company has had no revenues to date. It is the Companys
policy that revenues will be recognized in accordance with SEC Staff Accounting
Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues
(or service revenues) are recognized when persuasive evidence of an arrangement
exists, delivery has occurred (or service has been performed), the sales price
is fixed and determinable and collectibility is reasonably assured.

f)      Currency

The functional currency of the Company is the United States
Dollar.

g)      Use of Estimates

The preparation of the Companys financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.

h)      Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with
an original maturity of three months or less to be cash equivalents.

i)      Earnings (Loss) Per Share

Earnings (loss) per share of common stock is computed by
dividing the net earnings (loss) by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is not shown for
periods in which the Company incurs a loss because it would be anti-dilutive.

j)      Recent Accounting
Pronouncements

In April 2009, the FASB issued FSP No. FAS 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP
FAS 157-4). FSP FAS 157-4 provides guidance on estimating fair value when
market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim and annual
periods the inputs and

F-8

33

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j)      Recent Accounting
Pronouncements contd

valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
is Not Active, (FSP FAS 157-3), which clarifies application of SFAS 157 in a
market that is not active. FSP FAS 157-3 was effective upon issuance, including
prior periods for which financial statements have not been issued. The adoption
of FSP FAS 157-3 had no impact on the Companys results of operations, financial
condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN
46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities. This
disclosure-only FSP improves the transparency of transfers of financial assets
and an enterprises involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective January
1, 2009. The adoption of the FSP had no impact on the Companys results of
operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1,
Employers Disclosures about Postretirement Benefit Plan Assets (FSP FAS
132(R)-1). FSP FAS 132(R)-1 requires additional fair value disclosures about
employers pension and postretirement benefit plan assets consistent with
guidance contained in SFAS 157. Specifically, employers will be required to
disclose information about how investment allocation decisions are made, the
fair value of each major category of plan assets and information about the
inputs and valuation techniques used to develop the fair value measurements of
plan assets. This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a
material impact on its financial condition or results of operation.

In September 2008, the FASB issued exposure drafts that
eliminate qualifying special purpose entities from the guidance of SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, and FASB Interpretation 46 (revised December 2003),
Consolidation of Variable Interest Entities  an interpretation of ARB No. 51,
as well as other modifications. While the proposed revised pronouncements have
not been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Companys financial statements. The changes would be effective March 1, 2010, on
a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, Earnings per Share.
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60. SFAS No. 163 clarifies how Statement
60 applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Companys financial position, statements of operations, or cash flows at this
time.

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j)      Recent Accounting
Pronouncements contd

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category
will prevail. SFAS No. 162 will become effective 60 days after the SEC approves
the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards.
SFAS No. 162 has no effect on the Companys financial position, statements of
operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or
FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133. This standard requires
companies to provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin
(SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB
No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla"
share options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for plain vanilla share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Companys consolidated
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statementsan amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
adopted this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Companys consolidated financial position, results of
operations or cash flows. In December 2007, the FASB, issued FAS No. 141
(revised 2007), Business Combinations. This Statement replaces FASB Statement
No. 141, Business Combinations, but retains the fundamental requirements in
Statement 141. This Statement establishes principles and requirements for how
the acquirer: (a) recognizes and measures in its financial

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35

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j)      Recent Accounting
Pronouncements contd

statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; (b) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and (c) determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before that date. The effective date of this statement is the
same as that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company adopted this statement beginning
March 1, 2009. It is not believed that this will have an impact on the Companys
consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value
Option for Financial Assets and LiabilitiesIncluding an Amendment of FASB
Statement No. 115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entitys first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company adopted SFAS No.
159 beginning March 1, 2008 and has determined that its adoption has had no
effect on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This statement applies under
other accounting pronouncements that require or permit fair value measurements,
the Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of this statement will change current practice. This statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company has adopted this statement
March 1, 2008, and it adoption has had no impact on the Companys consolidated
financial position, results of operations or cash flows.

In April 2003, the FASB issued SFAS No. 149 "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", which amends
and clarifies the accounting guidance on certain derivative instruments and
hedging activities. SFAS 149 is generally effective for contracts entered into
or modified after June 30, 2003 and hedging relationships designated after June
30, 2003. The adoption of this statement did not impact the Company's financial
position, results of operations, or cash flows. In May 2003, the FASB issued
SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity." SFAS 150 establishes standards for how an
issuer of equity (including the equity shares of any entity whose financial
statements are included in the consolidated financial statements) classifies and
measures on its balance sheet certain financial instruments with characteristics
of both liabilities and equity. SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003 and for existing financial
instruments after July 1, 2003. The adoption of this statement did not impact
the Company's financial position, results of operations, or cash flows. In
January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities," and a revised interpretation of FIN 46 ("FIN 46-R") in December 2003.
FIN 46 requires certain variable interest entities ("VIEs") to be consolidated
by the primary beneficiary of the entity if the equity investors in the entity
do not have the characteristics of a controlling financial

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36

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j)      Recent Accounting
Pronouncements contd

interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The provisions of FIN 46 are effective immediately
for all arrangements entered into after January 31, 2003. Since January 31,
2003, the Company has not invested in any entities it believes are variable
interest entities for which the Company is the primary beneficiary. For all
arrangements entered into after January 31, 2003, the Company was required to
continue to apply FIN 46 through April 30, 2004. The Company was required to
adopt the provisions of FIN 46-R for those arrangements on May 1, 2004. For
arrangements entered into prior to February 1, 2003, the Company was required to
adopt the provisions of FIN 46-R on May 1, 2004. The adoption of this statement
did not impact the Company's financial position, results of operations, or cash
flows.

k)      NOTE F - SFAS No. 144 -Accounting for the Impairment or Disposal of Long-Lived Assets (Issued 8/01)

Statement of Financial Accounting Standards (SFAS) No. 144
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company management has reviewed its mining property for
impairment and has determined that the adoption of SFAS No. 144 requires that as
no production has occurred and none being planned for the next 12 months, the
Company fully impair the property, resulting in a write down of $20,000 being
100% of the book value.

l)      Advertising Costs

The Companys policy regarding advertising is to expense
advertising when incurred. The Company had not incurred any advertising expense
as of March 31, 2008

m)      Other

The Company consists of one reportable business segment. The
Company paid no dividends during the periods presented.

3.      BASIS OF PRESENTATION 
GOING CONCERN

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles (GAAP) in the United
States of America, which contemplates continuation of the Company as a going
concern. However, the Company has no business operations to date and must secure
additional financing to commence the Companys plan of operations. The Company
intends to acquire additional operating capital through equity offerings to the
public to fund its business plan. There is no assurance that the equity
offerings will be successful in raising sufficient funds to commence operations
or to assure the eventual profitability of the Company.

4.      MINING PROPERTY

The Company has acquired gold and silver mining property
located along the Fraser River, located approximately 42 kilometres (26 miles)
northwest of Quesnel, British Columbia. The property is comprised of one claim;
tenure number 594824, covering approximately 483 hectares (1,193 acres). The
property is of interest as it adjoins property that has been drilled and has
shown results that warrant additional exploration. We purchased a 75% undivided
interest in this claim from Riverbend Gold Corp for $20,000.

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4.      MINING PROPERTY (Contd)

The vendor elected to accept full payment of the $20,000 by the
issuance of 200,000 shares of common stock of the Company at $0.10 per share. As
our funding was delayed in 2008, we negotiated a no cost amendment to the
Purchase Agreement, which changed the work program. To maintain ownership, the
Company will now be required to spend on exploration activities, C$120,000
(US$97,000) during the period commencing June 1, 2008 and ending October 31,
2010 and a further C$120,000 (US$97,000) during the period commencing November
1, 2010 ending December 31, 2011. The vendor will retain a 5% net smelter return
royalty interest on any mineral recoveries.

As a requirement of NOTE F - SFAS No. 144 -Accounting
for the Impairment or Disposal of Long-Lived Assets (Issued 8/01), the Company
is required periodically to review its long-lived assets and certain
identifiable intangibles held and used by an entity, for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Management has reviewed its mining property asset for
impairment and has determined that the adoption of SFAS No. 144 requires that as
no production has occurred and none is being planned for the next 12 months, the
Company fully impair the property, resulting in a write down of $20,000 being
100% of the book value.

5.      LOANS PAYABLE  UNRELATED
PARTIES

Loans Payable to unrelated parties accrue interest at the
annual rate of 8% per annum. At March 31, 2009 the amount owing amounted to
about $8,158 including accrued interest. This loan is payable December 31, 2010

6.      INCOME TAXES

The Company is subject to United States federal income taxes.
The Company has had no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences
in the recognition of income and expenses for financial reporting and tax
purposes. The Companys has no deferred tax assets at this time.

Income taxes at the statutory rate will be re reconciled to the
Companys actual income taxes as follows:

|Income tax benefit at statutory rate
      resulting from net operating | (15%)
|----------------------------------------------------------------------- | -----
|loss carry forward                                                      |      
|Deferred income tax valuation allowance                                 | 15%  
|Actual tax rate                                                         | 0%   

7.      STOCKHOLDERS NOTE

Our Articles of Incorporation authorized us to issue up to
50,000,000 shares of par value $0.001 per share common stock. As of March 31,
2009 a total of 1,760,000 shares of common stock issued and outstanding, made up
of the following issuances.

In December 2007 we issued 1,500,000 @ $0.001 to our President
and Director, Mr. Trevor Blank for services rendered.

In December 2007 we issued 30,000 each @ $0.025 per share in
aggregate 60,000 shares of common stock to two consultants in payment of debt in
the amount of $1,500 incurred for organization expenses.

On January 20, 2008 we issued 200,000 restricted common shares
valued at $0.10 a share, ($20,000) for acquisition of our Riverbend mineral
claims.

In
October 2008 the Company filed an S-1 Registration Statement with the US
Securities and Exchange Commission which offered up to 1,000,000 shares of the
Companys common stock for sale for cash at $0.025 per share. On March 25, 2009
the S-1 Registration Statement became effective. The offering remains open and
unsold at the time of this filing.

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8.         
 SUBSEQUENT EVENTS

On June 4th, 2009 the Company purchased a mineral
property located near Strohn Creek, BC from Resource Group Inc by the issuance
of 250,000 shares of Skyhigh Resources common stock. The shares received in this
transaction will be distributed to the shareholders of the Resource Group Inc on
a pro-rata basis.

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ITEM 8. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the effectiveness of our disclosure controls and
procedures as of the date of this report. This evaluation was conducted by our
President and Chief Executive Officer, Trevor Blank.

Disclosure controls are controls and other procedures that are
designed to ensure that information that we are required to disclose in the
reports we file pursuant to the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported.

LIMITATIONS ON EFFECTIVE CONTROLS

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

CONCLUSIONS

Based upon their evaluation of our controls, the Chief
Executive Officer has concluded that, subject to the limitations noted above,
the disclosure controls are ineffective in providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared. There were no
changes in our internal controls that occurred during the period covered by this
report that have materially affected, or are reasonably likely to materially
affect our internal controls.

EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for the company. Internal
control over financial reporting is to provide reasonable assurance regarding
the reliability of our financial reporting purposes accordance with accounting
principles generally accepted in the United States of America. Internal control
over financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transaction; providing reasonable assurance
that transactions are recorded as necessary for preparations of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized

40

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acquisitions, use or disposition of company assets that could
have a material effect on our financial statements would be prevented or
detected.

Management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal
Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation management
concluded that the Company's internal control over financial reporting was
ineffective as of March 31, 2009. There where no changes in our internal control
over financial reporting during the period ended March 31, 2009 that have
materially affected, or are reasonable likely to materially affect, or are
reasonably likely to material affect, our internal control over financial
reporting.

PART III

MANAGEMENT

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

The following table sets forth the names and ages of our
current directors and executive officers. Also the principal offices and
positions with us held by each person and the date such person became our
director, executive officer. Our Board of Directors appoints our executive
officers. Our directors serve until the earlier occurrence of the election of
his or her successor at the next meeting of stockholders, death, resignation or
removal by the Board of Directors. There are no family relationships among our
directors, executive officers, and director nominees.

Name
    
    Age
    
    PositionPresident, Chief
      Executive Officer, ChiefTrevor Blank
    
    60
    
    Financial
      Officer, Secretary and Director


Trevor Blank

Between the periods commencing September 2004 to the current
date, our President Mr. Trevor Blank has been the owner and general manager of
The Foothills Group; a state of Oregon sole proprietorship engaged in business
development. During this period he provided business consulting services to
various private and public companies to develop and expand their business
opportunities. Prior to September 2004, (from Sept 2002 to Sept 2004) Mr. Blank
was residential construction manager for GHO Homes Inc. GHO Homes Inc, is a
major developer of residential housing, under Mr. Blank guidance the build rate
of new homes increased from one house per week to four houses per week. For the
ten years prior to Sept 2002, Mr. Blank was owner/manager of Equity Builders
Inc, a building construction firm engaged in building and restoration of
commercial structures, including buildings on the National Historical Register.
Within these periods, Mr. Blank did volunteer work in fire fighting, search and
rescue, including teaching of fire and rescue techniques in Anguilla British
West Indies. He currently holds the American Red Cross certification for Shelter
Operations and Mass Care.

All directors are elected annually by our shareholders and hold
office until the next annual meeting. Each officer holds office at the pleasure
of the board of directors.

CODE OF ETHICS

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The Company has not formally adopted a written code of ethics
that applies to the Company's principal executive officer, principal financial
officer or controller, or persons performing similar functions. Based on our
small size, early development stage and limited financial and human resources,
we did not believe that normally adopting a written code of ethics would benefit
the shareholders.

DIRECTOR INDEPENDENCE

At this time the Company does not have a policy that its
directors or a majority be independent of management as the Company has at this
time only two directors. It is the intention of the Company to implement a
policy that a majority of the Board member be independent of the Companys
management as the members of the board of directors increases. A Director is
considered independent if the Board affirmatively determines that the Director
(or an immediate family member) does not have any direct or indirect material
relationship with the Company or its affiliates or any member of senior
management of the Company or his or her affiliates. The term affiliate means
any corporation or other entity that controls, is controlled by, or under common
control with the Company, evidenced by the power to elect a majority of the
Board of Directors or comparable governing body of such entity. The term
immediate family member means spouse, parents, children, siblings, mothers-
and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws
and anyone (other than domestic employees) sharing the Directors home.

COMMITTEES

We do not have audit, nominating, or compensation committees
  or committees performing similar functions nor a written nominating, compensation
  of audit committee charter. Our Board of Directors as a whole decides such matters,
  including those that would be performed by a standing nominating committee.
  Our Board of Directors has not adopted any processes or procedures for considering
  executive and director compensation. We have not yet adopted an audit, compensation,
  or nominating committees because we have not sufficiently developed our operations
  and have generated no revenues since we changed our business model to exploration
  activities.

Additionally, we do not currently have any specific or minimum
criteria for the election of nominees to our Board of Directors nor do we have
any process or procedure for evaluating such nominees.

SHAREHOLDER COMMUNICATIONS

Our Board of Directors does not have any defined policy or
procedure requirements for our stockholders to send communications to our Board
of Directors, including submission of recommendations for nominating directors.
We have not yet adopted a process for our security holders to communicate with
our Board of Directors because we have not sufficiently developed our operations
and corporate governance structure.

BOARD OF DIRECTOR MEETINGS

No formal Board of Directors meetings were held during the year
ended March 31, 2009. The Board of Directors performs it meeting functions on
specific matters by telephone conference on an as required basis.

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ANNUAL SHAREHOLDER MEETINGS

We have not yet held an annual shareholders meeting.

LEGAL MATTERS

None of our officers, directors, or persons nominated for such
position, has been involved in legal proceedings that would be material to an
evaluation of their ability or integrity, including:

- involvement in any bankruptcy;
- involvement in any conviction in a criminal proceeding;
- being subject to a pending criminal proceeding;
- being subject to any order or judgment, decree permanently or temporarily
  enjoining barring, suspending or otherwise limiting their involvement in any
  type of business, securities or banking activities; and
- being found by a court of competent jurisdiction (in a civil action), the
  SEC 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 EXCHANGE ACT

Section 16(a) of the Exchange Act, as amended, requires that
our directors, executive officers and persons who own more than 10% of a class
of our equity securities which are registered under the Exchange Act to file
with the Commission initial reports of ownership and reports of changes of
ownership of such registered securities.

To our knowledge, based solely on a review of copies of such
reports, no person required to file such a report failed to file a required
report with respect to the fiscal year covered by this report.

ITEM 10: EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers by any person for all services rendered in
all capacities to us for the year ended March 31, 2009.

Summary Compensation Table

Name & Principle Position
    Year ($)
    Salary ($)
    Other Annual Compensation Bonus ($)
    Restricted Stock ($)
    Options Awards ($)
    LTIP SARs ($)
    Payouts ($)
    All Other Compensation ($)Trevor Blank, President CEO & CFO/Director
    2008
    0
    0
    0
    0
    0
    0
    0


There are no current employment agreements between the Company
and its executive officers.

43

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ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table presents certain information regarding the
beneficial ownership of all shares of common stock at the date of this filing
for each executive officer and director of our Company and for each person known
to us who owns beneficially more than five percent (5%) of the outstanding
shares of our common stock. The percentage ownership shown in such table is
based upon the 1,760,000 common shares issued and outstanding.

Name and Address Beneficial Owner (1)
    No. Of Shares Before Offering
    No. Of Shares After Offering
    Percentage Before Offering based
      on 1,760,000 issued
    Ownership After Offering based on
      2,760,000 issuedTrevor Blank 859 S. Haskell, Central Point, OR
      97502
    1,500,000
    1,500,000
    85.23%
    54.34%Riverbend Gold Corp
    200,000
    200,000
    11.36%
    7.25%All 5% holders, Officers and Directors as a
      Group
    1,700,000
    1,700,000
    96.59%
    61.59%


(1) Each of the persons named above may be deemed to be a
"parent" and promoter" of the Company, within the meaning of such terms under
the Securities Act of 1933, as amended, by virtue of his direct holdings in the
Company.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our management is involved in other business activities and
may, in the future become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between our business and their other business interests.
In the event that a conflict of interest arises at a meeting of our directors, a
director who has such a conflict will disclose his interest in a proposed
transaction and will abstain from voting for or against the approval of such
transaction.

ITEM 13: EXHIBITS AND REPORTS

The following exhibits are included herein, except for the
exhibits marked with a footnote, which are incorporated herein by reference and
can be found in the appropriate document referenced.

44

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|3.1  | Articles and By-Laws as filed with the Delaware Secretary
        of State April 02, 2007*                         
|---- | -------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                    
|99.2 | Geologist Report*                                                                                                  
|     |                                                                                                                    
|31.1 | Rule 13a-14(a)/15d-14(a)
        Certification by the Principal Executive Officer and Principal Financial Officer**
|     |                                                                                                                    
|32.1 | Section 1350 Certification
        by the Principal Executive Officer and Principal Financial Officer**            

* Incorporated by reference to the Registrant's Registration
Statement on Form S-1, filed on October 6, 2008.

** Filed herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Moore & Associates Chartered, independent public
accountants, are our principal accountants. They billed the following fees for
the services indicated in the following fiscal years:

Fiscal year-ended March 31,
      2009Audit fees
    $5,000Audit-related fees
    $ 0Tax fees
    $ 0All other fees
    $ 0


Audit fees consist of fees related to professional services
rendered in connection with the audit of our annual financial statements. All
other fees relate to professional services rendered in connection with the
review of the quarterly financial statements.

Insomuch as we do not have an audit committee, our board of
directors performs the functions of an audit committee. Section 10A(i) of the
Securities Exchange Act of 1934 prohibits our auditors from performing audit
services for us as well as any services not considered to be "audit services"
unless such services are pre-approved by the board of directors (in lieu of the
audit committee) or unless the services meet certain de minimis standards.

45

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SIGNATURES

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

SKYHIGH RESOURCES, INC.

By: /s/Trevor Blank Trevor Blank
Chief Executive Officer, Chief Financial Officer, Secretary and Director

In accordance with the requirements of the Securities Act, this
Prospectus has been signed by the following persons in the capacities and on the
dates stated.

|SIGNATURE              |  | TITLE                          |  | DATE         
|---------------------- |  | ------------------------------ |  | -------------
|                       |  |                                |  |              
|                       |  | Chief Executive Officer, Chief |  |              
|                       |  | Financial Officer, Secretary,  |  |              
|/s/ Trevor
      Blank |  | Director                       |  | July 10, 2009
|Trevor Blank           |  | (Principal Executive Officer)  |  |              

46

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