U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                      For the Year Ended September 30, 2006

                         Commission File Number 0-51246

                              ARMITAGE MINING CORP.
                 (Name of Small Business Issuer in Its Charter)

                 Nevada                                  84-1647399
       (State of Incorporation)          (I.R.S. Employer Identification Number)

                        8100 East Union Ave., Suite 1206
                             Denver, Colorado 80237
                    (Address of Principal Executive Offices)

                                 (604) 687-7178
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. Yes |X| No |_|

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

The issuer had no revenues for the year ended September 30, 2006.

As of September 30, 2006, the registrant had 1,719,000 shares of common stock,
$.001 par value, issued and outstanding. Our common stock is currently listed
for quotation on the OTCBB under the symbol ARMC; however, very limited trading
has commenced.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some discussions in this registration statement may contain forward-looking
statements that involve risks and uncertainties. A number of important factors
could cause our actual results to differ materially from those expressed in any
forward-looking statements made by us in this registration statement. Such
factors include, but are not limited to; those discussed in the sections
entitled Description of Business and Management's Discussion and Analysis of
Financial Condition and Plan of Operation, as well as those discussed elsewhere.
Forward-looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to possible future events.

<PAGE>

AVAILABLE INFORMATION

Our Annual Reports n Form 10KSB, Quarterly Reports on Form 10QSB, Current
Reports on Form 8-K and all amendments to those reports that we file with the
Securities and Exchange Commission, or SEC, are available at the SEC's public
reference room at 450 Fifth Street, N.W., Washington D.C. 20549. The public may
obtain information on the operation of the public reference room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL INFORMATION

Armitage Mining Corp. (the "Company") was incorporated in the State of Nevada on
April 30, 2004 to engage in the acquisition, exploration and development of
natural resource properties. We have commenced limited business operations, but
have not yet realized any income.

In September 2004, we raised a total of $35,000 in an offering of our securities
to the public, pursuant to an exemption provided by Rule 504 of Regulation D,
promulgated under the Securities Act of 1933, as amended. The registration
statement for the offering was filed and qualified for sale by the Nevada
Securities Division.

We have incurred net operating losses since inception of $63,630.

TECHNICAL TERMS GLOSSARY

This glossary sets out the technical terms used.

adit             a tunnel into the ground that provides access to mineralization
                 for mining or mineral exploration purposes

alteration       chemical and mineralogical changes in a rock mass resulting
                 from the passage of fluids or increases in pressure and
                 temperature

                           Alteration Minerals:
                           kaolinite
                           alunite
                           black and green chalcedonic breccias
                           chlorite

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                           Alternation Processes:
                           Carbonitization - introduction of carbon
                           Chloritization - introduction of chlorite
                           Silicification - introduction of sulphide

breccia          a rock type with angular fragments of one composition
                 surrounded by rock of another composition or texture

channel          a surface sample collected by continuous sampling across a
                 measured interval, and is considered to be representative of
                 the area sampled

cm               centimetre

copper           copper content

diabase          a fine crystalline basaltic rock

gabbro           a group of dark, heavy igneous rocks

grab sample      a sample of selected rock chips collected from within a
                 restricted area of interest

grade            the concentration of an ore metal in a rock sample, given
                 either as weight per cent for base metals (eg. Cu, Zn, Pb) or
                 in grams per tonne (gA) or ounces per short ton (oz/t) for
                 precious or platinum group metals

hectare          an area totalling 10,000 square metres or 100 metres by 100
                 metres

intrusive        a rock mass formed below earth's surface fi7om molten magma
                 which was intruded into a pre-existing rock mass and cooled to
                 a solid

limestone        a bedded sedimentary deposit consisting chiefly of calcium
                 carbonate

lithology        the scientific study of rocks

mafic            a rock type consisting of predominantly iron and magnesium
                 silicate minerals with little quartz or feldspar minerals

mineralization   minerals of value occurring in rocks

mineral          the part of a mineral resource or indicated mineral resource
                 which can be extracted legally and at a profit

ore              a natural occurrence of one or more minerals that may be mined
                 and sold at a profit, or from which some part may be profitably
                 separated- The word ore should only be used in situations where
                 an extensive study of the deposit resources is complete,
                 commercial processes to extract the minerals have been designed
                 for the specific deposit and all of the capital and operating
                 cost and environmental issues have been estimated by qualified
                 persons

<PAGE>

pit              a small hole dug in the ground. Usually in mineral exploration
                 to locate outcrops of mineralized bedrock.

reserve          economic conditions that are specified and generally accepted
                 as reasonable by the mining industry and which is demonstrated
                 by a preliminary feasibility study or feasibility study

sediment         rock that are deposited on the earth surface by action related
                 to the weathering of previous emplaced rocks.

shaft            a vertical adit that provides access to mineralization below
                 the surface exposures.

shear            area where rocks have moved in earthquake related type activity
                 and broken up the rock

skarn-like       country rock that's been altered by a younger intrusive rock &
                 formed new minerals from the old minerals

sulfide          a compound of sulfur with another element

UTM              universal trans-mecator, a square grid system of map position

Vein             tabular mineral deposit formed within or adjacent to faults or
                 fractures by the deposition of minerals from hydrothermal
                 fluids

VLF              very low frequency

PROPERTIES AND MINING CLAIMS

In May 2004, we acquired a 100% undivided right, title and interest in and to
the Wanapitei River (South) Property mining claims for the sum of $1,877
($2500.CDN) from Pilgrim Creek Ltd., an Ontario company that we hired to stake &
record the Wanapitei River Property for us. Armitage Mining Corp both owns, and
held title to, until its expiry on January 26, 2006.

BELOW IS A BRIEF SUMMARY OF THE CLAIM THAT THE COMPANY HAD FOR THE WANAPITEI
RIVER (SOUTH) PROPERTY, WHICH EXPIRED DURING THIS REPORTING FISCAL YEAR.

WANAPITEI RIVER (SOUTH) PROPERTY

The one property in the Company's portfolio consisted of a 164 hectare (405
acre) unpatented mining property in the Sudbury area of northeastern Ontario.
The property is located in Scadding Township approximately 30 km (19 mi)
northeast of the City of Sudbury.

The Wanapitei River property is underlain by Paleoproterozoic-age sediments of
the Huronian Supergroup. The sediments were intruded by sills or sheets of
Nipissing diabase CIRCA 2.2 Ga., referring to the time and age of the Nipissing
diabase which has been determined to be around 2.2 billion years old.

Five styles of mineralization, observed in other occurrences throughout the
region, have particular importance for exploration on the Wanapitei River
property. Two styles of mineralization are related to Nipissing diabase
intrusives: the accumulation of copper and nickel sulphides with platinum group
metals can occur at or near the base of an intrusive, while quartz - carbonate
veining at or near the upper contact of a gabbro, especially in sheared
portions, has the potential to host gold mineralization. Skarn-like
mineralization can be present where the gabbros intruded calcareous rock types
(e.g. limestones of the Espanola Formation); this style of mineralization is
noted on mining claims in the vicinity of the Wanapitei River property.
Elsewhere, quartz - carbonate flooding of altered and brecciated portions of the
Huronian Supergroup are known to host copper and gold mineralization. The
associated alteration includes carbonatization, chloritization and albitization.

<PAGE>

Mineral deposits in the region are also related to copper - nickel bodies within
the margin of the Sudbury Igneous Complex and Offset dikes associated with
Sudbury breccia.

LOCATION AND ACCESS

The Scadding Township area is located in northeastern Ontario, District of
Sudbury. The property area lies within NTS 41 I/10. The claim, referred to in
Section 2.2 below, is approximately centered on UTM coordinates (NAD 83, Zone
17) 524000E and 5164000N or 46(degree) 38' N latitude and 80(degree) 41' W
longitude. The current magnetic declination in the region is 10(degree) 40' West
and has been increasing by about 3' annually in a westerly direction. Magnetic
declination refers to the difference from True north to Magnetic north as seen
in compasses and allows adjustment of a compass accordingly. Because of the
nature of the earth's magnetic field a minor change in the position of Magnetic
north occurs throughout the year and is usually reported in an annual change
referenced as a minute change in a given direction.

The Scadding Township area is located approximately 30 km (19 mi) to the
northeast of the centre of the City of Sudbury. The claim block that comprises
the property can be reached from Regional Road 86 (the Falconbridge Highway or
Airport Road) by following the abandoned railway right-of-way that now forms
part of the Trans-Canada Trail.

PROPERTY DESCRIPTION

The property comprises one (1) unpatented mining claim comprising 16 units. A
"claim" refers to a specific section of land over which a title holder owns
rights to explore. The relevant claim is numbered:

                  3018925   16 units   Lots 11 and 12   Con I

and totals approximately 164 hectares (405 acres). As described above, the claim
is located in the indicated subdivisions of southwestern Scadding Township in
Sudbury Mining Division. The former Canadian National Railway right-of-way
passes through the claim block.

CLIMATE

The Scadding Township area lies near the northern boundary of the Algonquin -
Lake Nipissing eco-region of the Boreal Shield. The following descriptions are
derived largely from the work of the Ecological Stratification Working Group
(1998).

<PAGE>

The region is classified as having a humid high cool temperate eco-climate. The
area is located 10 km (6 mi) to the northeast of Sudbury Airport (YSB), for
which extensive climatic records are available from Environment Canada. The
average mean annual temperature is 3.5(degree)C (38(degree)F). The average daily
temperature range in summer is from 11.8(degree)C to 23.1(degree)C (53(0)F -
74(degree)F) while in winter the average range is from -16.8(degree)C to -
-6.9(degree)C (2(degree)F - 20(degree)F). Average yearly precipitation for the
area is 872 mm (34 in) and the month-end snow cover is deepest in January and
February with an average of 40 cm (16 in).

INFRASTRUCTURE

The proximity to the Sudbury mining camp and the history of past mineral
production in and in the vicinity of Scadding Township provides all manner of
infrastructure necessary for the timely exploration and development of mineral
properties in the area. The smelter complex of Falconbridge Limited lies 12 km
(7 mi) to the southwest of the property area; the smelter has the capacity to
produce 130,000 t of nickel matte per annum and is currently underutilized.
Sudbury Airport is located only 10 km (6 mi) to the southwest of the property.

HISTORY OF PREVIOUS WORK

GOVERNMENT SURVEYS

Geology of the region has been mapped over the years by the agencies of the
Ontario Government. This work includes the mapping of Maclennan and Scadding
Townships by Thomson (1961), Falconbridge Township by Thomson (1959) and
Dressler (1987), Janes, McNish, Pardo and Dana Townships by Bruce (1932), the
Ashigami Lake area by Fairbairn (1939), Kelly and Davis Townships by Thomson and
Card (1963), McNish and Janes Townships by Dressler (1979), the Wanapitei Lake
area by Dressler (1982) and Street Township by Easton and Murphy (2002).
Additional government studies have focused on regional geological compilations
(Dressler, 1984; Easton, 2001), mineral occurrences (Gates, 1991), stratigraphy
(Debicki, 1990), regional geochemistry (Tardif, 2000) and assessment data
inventories (Ontario Geological Survey, 1987a; 1987b).

EXPLORATION WORK

As disclosed in further detail in Section 9 of our Geological Report,
occurrences of native gold have been known since the late 1800s in the Wanapitei
Lake region (Fairbairn, 1939). Bruce (1932) suggests that after the discovery of
silver mineralization to the north in the Gowganda area much of the region was
prospected in an attempt to locate additional deposits. Considerable exploration
also occurred after the discovery of major copper - nickel deposits in Maclennan
and Falconbridge Townships. This discovery was made first in the early 1900's
and recently in early 2000 when new ultra rich deep zone discoveries of base
metals, copper, nickel, platinum and palladium were discovered.

Much of the exploration in the region has focused on the margin of the Sudbury
Igneous Complex and related Contact Sub-layer exposures and Offset dikes as
targets for copper and nickel mineralization.

The only recorded work over the current property area is airborne geophysical
surveys carried out by the Canadian Nickel Company Ltd. in 1981 (Ontario
Geological Survey, 1987a; 1987b). No anomalies of significance were reported.

<PAGE>

Undocumented exploration work by Falconbridge Limited and Inco Limited has been
carried out over the property area and environs. This work is believed to have
consisted of airborne and ground geophysical surveys, geological mapping and
sampling. It is estimated that the total apportioned cost of these programs
would have exceeded $100,000. The results of this work are not in the public
domain.

Immediately to the west of the property, recorded exploration work for gold has
been undertaken by Inco Exploration and Technical Services, Inc. (mapping and
geophysics, 1989) and T. Fielding (prospecting, trenching and sampling,
1998-1999).

CURRENT WORK

The area is being actively explored by companies such as Millstream Mines Ltd.,
Wallbridge Mining Company Limited, Aurora Platinum Limited and JML Resources
Ltd. There are no arrangements, relationships or understandings between Armitage
and these companies.

We completed Phase I of the exploration process on our properties as scheduled
in April 2005 and a ground grid program was completed in June 2005. Presently we
are awaiting the results of samples that have been sent to a Lab for analysis.
Due to the heavy exploration in the area by Falconbridge and Inco the laboratory
is backlogged and prioritized for the major producers.

REGIONAL MINERAL OCCURENCES

A variety of metallic mineral deposits have been exploited in the area
surrounding our property, however there is no assurance that any deposits exist
on our property. While the focus of the geological report is on copper - nickel
and associated platinum group metals (PGMs) and gold (+/- copper), other
important occurrences are included as they may have relevance to the exploration
potential of the Wanapitei River property.

A number of industrial mineral and dimension stone occurrences have also been
mined in the region but will not be discussed in the context of our geologic
report.

EXPLORATION PROGRAM

Following is an outline of the initial exploration program we previously
implemented on our property which are referenced in our geological report as
Phase I and Phase II, which cost approximately $10,000 US:

We completed Phase I of the exploration process on our properties and we have
sent the samples to the Lab for analysis, which results have been received.
Phase I began with research and further assessment of available geologic
literature, personal interviews with geologists, mining engineers and others
familiar with the prospect sites. Preliminary prospecting provided critical
information regarding the preferred orientation of the grid given the varying
attitude of the various possible exploration targets. In June 2005 a ground grid
was established using 200 meter intervals between the traverse lines. Each
traverse line is 1.6 kilometers in length, with 50 meter stations. The traverse
lines run East-West. A North-South base line was also established using 200
meter intervals between the traverse lines. A surveyor's transit was used for
the 1.6 kilometer long by 4 foot wide base line. A geological mapping is
recommended for the next stage of the exploration work.

<PAGE>

The historical data research and assessment was completed and further augmented
with geologic mapping, geophysical testing and geochemical testing of our
claims. Existing workings, such as trenches, prospect pits, shafts, and tunnel
shave been examined. Apparent mineralized zones have been identified and
narrowed down to a specific area by the studies, and minimal trenching was
completed in the area. Some channel of samples were taken and sent for analysis
of economically potential minerals that are known to have occurred in the area.
If an apparent mineralized zone is identified and narrowed down to a specific
area by the studies, we intend to begin re trenching the area. These trenches
are generally approximately 150 ft. in length and 10-20 ft. wide. These
dimensions allow for a thorough examination of the surface of the vein structure
types generally encountered in the area. They also allow for efficient
reclamation, re-contouring and re-seeding of disturbed areas. Careful
interpretation of this available data collected from the various tests aid in
determining whether or not the prospect, as viewed by our experts, has current
economic potential and whether further exploration is warranted.

Phase II involved an initial examination of the underground characteristics of
the structure that was identified by Phase I of exploration. Our president, up
until July 28, 2006 when he resigned his position, Mr. Laurence Stephenson, who
holds a BS in Geology and is a registered Professional Engineer, conducted the
initial examination in consultation with his mining colleagues. On February 28,
2006 Mr. Stephenson received a report from a consulting geologist which
recommended that no further work be done on the property. Further on March 17,
2006, an additional report was received from a consulting geologist that
recommended no further work be done on the property. Subsequently, during the
period being reported herein, management of the Company has decided not to
proceed with the next phase of the exploration program on this property.
Management anticipates that the Company will explore any and all options for the
sale of the business or finding a partner for a merger or acquisition.

On July 27, 2006, Mr. Michael Potts, an individual, acquired control of the
Company through the purchase of 1,000,000 shares of the Company's common stock
from an existing shareholder of the Company in a private transaction. Mr.
Michael Potts was also elected as a director and sole officer of the Company.
This transaction was disclosed on the Company's current report on Form 8-K,
filed with the Securities and Exchange Commission on August 2, 2006.

On September 27, 2006, nineteen (19) individuals acquired 19,000 shares in the
aggregate of common stock in a private placement transaction for aggregate gross
proceeds to us of $4,750.

ENVIRONMENTAL REGULATIONS

Environmental laws and regulations relating to public lands in Canada are
expected to be tightly enforced. We intend to explore and, when required,
develop all of our properties in strict compliance with all environmental
requirements applicable to the mineral processing and mining industry. We will
secure all the necessary permits for exploration and, if development is
warranted on any property, will file final Plans of Operation prior to the
commencement of any mining operations. We anticipate no discharge of water into
any active stream, creek, river, lake or any other body of water regulated by
environmental law or regulation. No significant endangered species will be
disturbed. Re-contouring and re-vegetation of disturbed surface areas will be
completed pursuant to all Canadian provincial and local legal requirements. Any
portals, adits or shafts will be sealed upon abandonment of a property. It is
difficult to estimate the cost of compliance with environmental laws since the
full nature and extent of our proposed activities cannot be determined until we
commence our operations and know what that will involve from an environmental
standpoint.

<PAGE>

GOVERNMENT REGULATIONS

We will be subject to all the laws, rules and regulations which govern the
mineral processing and mining industry in Canada. We intend to fully comply with
all environmental, health and safety laws, rules, regulations and statutes.

Specifically, the exploration of the property is governed by the Ontario Mining
Act. Under the Act the Governor in Council makes regulations which prescribe
operating conditions governing all exploration programs. We will be required to
notify the Chief of Mining Land Use of our exploration plan to ensure
compliance. We intend to fully determine and comply with all rules and
regulations governing our operations prior to commencement of same.

COMPETITION

The gold, copper, nickel and platinum-group metals mining industry is highly
fragmented. The Company is competing with many other exploration companies
looking for gold, copper, nickel and platinum-group metals and other minerals.
It is among the smallest exploration companies in existence and is an infinitely
small participant in the exploration business which is the foundation of the
mining industry. While it generally competes with other exploration companies,
there is no competition for the exploration or removal of minerals from its
Claims. Readily available commodities markets exist in Canada and around the
world for the sale of gold, copper, nickel and platinum-group metals and other
minerals. Therefore, it will likely be able to sell any gold, copper, nickel and
platinum-group metals or other minerals that it is able to recover.

PATENTS AND TRADEMARKS

We currently have no patents or trademarks for our products or brand name;
however, as business is established and operations expand, we may seek such
protection. Despite efforts to protect our proprietary rights, such as our brand
and product line names, since we have no patent or trademark rights unauthorized
persons may attempt to copy aspects of our business, including our web site
design, products, product information and sales mechanics or to obtain and use
information that we regard as proprietary, such as the technology used to
operate our web site and content. Any encroachment upon our proprietary
information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for
infringement upon another company's proprietary information or improper use of
their trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business. Litigation
or proceedings before the U.S. Patent and Trademark Office may be necessary in
the future to enforce our intellectual property rights, to protect our trade
secrets and domain name and/or to determine the validity and scope of the
proprietary rights of others. Any such litigation or adverse proceeding could
result in substantial costs and diversion of resources and could seriously harm
our business operations and/or results of operations.

<PAGE>

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees, other than our officer and directors, who
devote their time as required to our operations. Our officer and directors are
not presently compensated for their services and do not have employment
agreements with us. Initially, we intended to use the services of our officer
and directors for all research work on our properties. Our past President and
Director, Laurence Stephenson, has over 35 years of experience in directing and
organizing mineral exploration programs throughout North America and the world.
Effective July 28, 2006, Mr. Michael Potts was appointed President, Chief
Executive Officer, Treasurer, Chief Financial Officer, and Secretary of the
Company. Effective July 27, 2006, Mr. Potts was elected as a director of the
Company. Our former Vice President and Director, Patricia Wilson, who resigned
her position effective July 27, 2006, has been associated with mining companies
since the early 1990's. In her previous capacities with these companies as
corporate secretary and president she is familiar with the aspects of running a
mineral exploration company. This would include assessing the caliber of project
consultants and evaluating their reports and recommendations. Our former
director, Michael Mulberry, who resigned effective July 27,2006, has over the
last four years been active in managing and coordinating mineral exploration
programs for various companies. It has included directing and participating in
the actual field work and overseeing its completion and reporting. Further he
has been active in managing the office of mineral exploration companies and
through that has been well versed in assessing the capability of consultants and
evaluating their reports and recommendations. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt such plans in the future. There are presently no
personal benefits available to any officers, directors or employees.

SOME OF THE SIGNIFICANT RISKS ASSOCIATED WITH OUR BUSINESS

WE ARE A HIGH RISK, START-UP COMPANY AND, AS SUCH, THERE IS UNCERTAINTY
REGARDING WHETHER WE WILL FIND ANY MINERALS ON OUR PROPERTIES AND WHETHER WE
WILL EVER BECOME PROFITABLE.

Our company was incorporated in April 2004. We have only a limited operating
history upon which an evaluation of our future prospects can be made. Such
prospects must be considered in light of the substantial risks, expenses and
difficulties encountered by new entrants into the competitive mining industry.
The mining business is, by nature, extremely speculative. Our ability to achieve
and maintain profitability and generate a positive cash flow is highly dependent
upon a number of factors, including our ability to locate profitable minerals on
our properties, successfully extract them and generate revenues, while reducing
exploration costs. Based upon current plans, we expect to incur operating losses
in future periods as we incur significant expenses associated with the research,
assessment and exploration of our mineral properties. We cannot guarantee that
we will be successful in realizing revenues or achieving or sustaining positive
cash flow in the future.

<PAGE>

THE MINERAL EXPLORATION INDUSTRY IS HIGHLY SPECULATIVE AND WE MAY NOT DISCOVER
ANY MINERALIZATION ON OUR PROPERTIES, WHICH COULD RESULT IN THE CLOSURE OF OUR
BUSINESS.

Gold, copper, nickel and platinum-group metals and strategic metals exploration
is highly speculative in nature, involving many risks which even a combination
of scientific knowledge and experience cannot overcome, often resulting in
unproductive efforts. We are in the very early research and assessment stage of
our business operations. We cannot guarantee that any minerals will be found or
that any production of minerals will be realized. Although we believe there is a
sufficient basis to engage in exploration on our properties, it may not result
in the discovery of any known minerals or revenues.

OUR MINING CLAIMS HAVE NO KNOWN ORE RESERVES, WHICH COULD LEAD TO A TOTAL LOSS
OF ANY INVESTMENT IN OUR SECURITIES.

We do not claim any known ore reserves on our properties. Our research and
development plans are based solely on research and historical data of the
properties and surrounding areas. We are speculating that minerals may be found
on our properties, but there can be no guarantee they will be found or that if
found, we can successfully extract or market such minerals. As a result, our
stockholders could lose any investment they make in our company's securities.

OUR MINING CLAIMS MAY PROVE TO BE INVALID, WHICH WOULD RESULT IN A LOSS OF OUR
PROPERTIES, BUSINESS PLANS AND PROJECTED FUTURE REVENUES.

The validity of certain mining claims depends upon numerous circumstances and
factual matters, many of which are discoverable of record or by other available
means, and are subject to many uncertainties of existing law and its
applications. While we believe our claims are valid and our properties could
contain minerals, further exploration and mineral assessments performed by
government agencies may indicate that our claims are not sufficiently
mineralized and may later be abandoned or determined to be invalid because of
insufficient mineralization or other reasons.

OUR CONTINUED EXISTENCE AND FUTURE PROFITABILITY IS HIGHLY DEPENDENT UPON THE
PRICE OF PRECIOUS METALS AND ORES. ANY SUBSTANTIAL DROP IN THESE MARKET PRICES
COULD RESULT IN A LOSS OF REVENUES TO US, THEREBY REDUCING THE VALUE OF ANY
SECURITIES HELD BY OUR STOCKHOLDERS.

The economic viability of our minerals exploration program will be highly
dependent on, among many other factors, political issues and general economic
conditions. During periods of economic downturn or slow economic growth, coupled
with eroding consumer confidence or rising inflation, the price and/or sale of
precious metals could be severely impacted. Such factors would likely have an
immediate effect on our business operations and/or profitability. Currently,
mineral values have been rising over the last few years, however, there is no
guarantee this trend will continue. It may be difficult to conduct operations
profitably in the mining industry in the future if mineral prices drop
substantially.

TRANSPORTATION DIFFICULTIES AND WEATHER INTERRUPTIONS IN THE CANADA MAY AFFECT
AND DELAY OUR PROPOSED MINING OPERATIONS AND SEVERELY IMPACT OUR PROPOSED
OPERATIONS AND POSSIBLE FUTURE REVENUES WHICH COULD RESULT IN A SUBSTANTIAL LOSS
OF ANY INVESTMENT IN OUR SECURITIES.

While some mining concerns operate 12 months per year, our proposed exploration
work can only be performed for approximately 8-10 months out of the year due to
heavy snowfall and frozen ground in the Sudbury Basin area of Canada where our
properties are located. Such factors would likely have an immediate adverse
effect on our operations and/or future profitability.

<PAGE>

WE MAY BE DELAYED IN OR UNABLE TO COMPLY WITH GOVERNMENT AND ENVIRONMENTAL LAWS,
RULES AND REGULATION RELATED TO OUR PROPOSED OPERATIONS WHICH WOULD SEVERELY
IMPACT OUR BUSINESS PLANS AND POSSIBLE FUTURE REVENUES.

Any mineral exploration programs we undertake will be subject to extensive
Canadian laws, rules and regulations. Various governmental permits are required
for our proposed operations. We are not assured of receiving such permits as and
when we need them for our operations, or at all. In addition, existing, as well
as future legislation and regulations could cause additional expense, capital
expenditures, restrictions and/or delays in the exploration of our properties.
The extent to which future legislation and/or regulations might affect our
operations cannot be predicted. There is no assurance environmental or safety
standards more stringent than those presently in effect may not be enacted,
which could adversely affect our exploration program. Also, the industry often
finds itself in conflict with the interests of private environmental groups
which often have an adverse effect on the mining industry.

SUPPLIES AND EQUIPMENT WE WILL NEED FOR OUR PHASE II EXPLORATION MAY NOT ALWAYS
BE AVAILABLE, WHICH COULD DELAY OUR PLANS AND POSSIBLE REVENUES.

Competition and unforeseen limited sources of supplies we may need for our
exploration programs could result in occasional spot shortages of supplies of
certain products, equipment or materials. We cannot guarantee we will be able to
obtain certain products, equipment and/or materials which we require, without
interruption, as and when needed, or on terms favorable to us. Any such
unavailability could result in the delay of our exploration programs and any
possible resulting revenues.

WE ARE DEPENDENT ON ADDITIONAL FINANCING, WHICH MAY BE UNAVAILABLE TO US OR, IF
AVAILABLE, MAY CAUSE ADDITIONAL DILUTION TO OUR SHAREHOLDERS.

Our continued operations are dependent upon our ability to generate revenues
from operations and/or obtain further financing, if and when needed, through
borrowing from banks or other lenders or equity funding. There is no assurance
that sufficient revenues can be generated or that additional financing will be
available, if and when required, or on terms favorable to us. If we are unable
to obtain financing or generate working capital, if and when needed, our current
business plans could fail.

THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, WHICH MEANS YOU MAY
NEVER BE ABLE TO SELL ANY SHARES YOU MAY BUY IN OUR COMPANY.

Our common stock is quoted for trading on the Over the Counter Bulletin Board
(OTCBB) under the symbol ARMC; to date there has been minimal trading in our
shares with a high of $1.25 and low of $0.96, however, no active trading market
has yet been established. There is no guarantee that an active trading market
will ever develop for our common stock. Accordingly, there is a very high risk
that any investor in our securities may be unable to resell their securities at
any time in the future.

<PAGE>

OUR OFFICER AND DIRECTORS DO NOT DEVOTE FULL TIME SERVICES TO THE COMPANY AND
ARE INVOLVED IN OTHER BUSINESS ACTIVITIES WHICH COULD CONFLICT WITH OUR BUSINESS
ACTIVITIES.

Michael Potts, the sole officer and sole director of the company, currently
devotes approximately ten to fifteen hours per week to company matters, and at
the same time, he is involved in other business activities. Armitage's needs for
his time and services could conflict with his other business activities. This
possible conflict of interest could result in their inability to properly manage
Armitage's affairs, resulting in our remaining a start-up company with limited
operations, no revenues, or profits. We have not formulated a plan to resolve
any possible conflicts that may arise.

ITEM 2. DESCRIPTION OF PROPERTY

In May 2004, we acquired a 100% undivided right, title and interest in and to
the Wanapitei River (South) Property mining claims for the sum of $1877
($2500.CDN) from Pilgrim Creek Ltd., an Ontario company that we hired to stake &
record the Wanapitei River Property for us.

The Wanapitei River Property consists of one (1) unpatented mining claim
comprising 16 units. The relevant claim is numbered:

                  3018925   16 units   Lots 11 and 12   Con I

and totals approximately 164 hectares (405 acres). As described above, the claim
is located in the indicated subdivisions of southwestern Scadding Township in
Sudbury Mining Division, Ontario, Canada. Such claim to the Wanapitei expired on
January 26, 2006.

We do not currently own any other property.

The Company is currently using the office and business premises of one of its
officer and director, Michael Potts, at 8100 East Union Ave., Suite 1206,
Denver, Colorado, 80237, on a rent-free basis. There is no lease or rental
agreement for the space.

ITEM 3. LEGAL PROCEEDINGS

To the best of our Management's knowledge, there are no material legal
proceedings filed or threatened against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
September 30, 2006.

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES

As of the date of this filing, there were a total of 40 shareholders of record,
holding a total of 1,719,000 shares of our Common Stock. Our stock is quoted on
the Over-the-Counter-Bulletin-Board (OTCBB) under the trading symbol ARMC; to
date there has been minimal trading in our shares with a high of $1.25 and low
of $0.96, however, a limited active trading market has commenced.

A total of 1,000,000 shares are held by our officer and directors, all of which
are restricted securities, as that term is defined in Rule 144 of the Rules and
Regulations of the Securities and Exchange Commission, promulgated under the
Act. Under Rule 144, such shares can only be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing one year
after their acquisition. A total of 700,000 of the issued and outstanding shares
were sold in a public offering registered in the State of Nevada, pursuant to an
exemption provided by Regulation D, Rule 504, and are unrestricted securities
and may be publicly sold at any time, without restriction.

The Company issued a total of 19,000 shares of common stock to nineteen (19)
shareholders and received cash proceeds of $4,750 in a private placement
transaction, all of which are restricted securities, as that term is defined in
Rule 144 as stated hereinabove.

There are currently no outstanding options, warrants to purchase or securities
convertible into, our common stock.

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

RESULTS OF OPERATIONS

The Company generated no revenues during the year ended September 30, 2006. We
expect our current cash in the bank of $5,972 at September 30, 2006, to be
satisfactory to seek a prospective acquisition or merger candidate, without
having to raise additional funds or seek bank loans. We currently have no funds
set aside for additional research and assessment to any property and we continue
to seek a prospective merger or acquisition candidate.

Our Phase I work, which has been completed, included research and assessment of
all available geological reports and historical data available on our properties
and the surrounding area. Following our research phase, we began a detailed
geological mapping and closely spaced (micro-grid) soil and rock sampling to
further define whether any potential for discovery of high-grade, precious
metals exist on any of our properties. Rock and soil samples were collected and
have been sent for analysis for gold, copper, nickel and platinum-group metals
as well as a 6-element analysis for other minerals.

We have received, and have assessed, the results from the Phase I samples.
Pursuant to feedback from exploration consultants and economic feasibility, the
continuation of Phase II in not warranted. If warranted, Phase II would have
seen geophysical surveying, including magnetometer and VLF-EM surveys carried
out over the grid. The methods which would have been employed are more advanced
geophysical work to aid in the determination of subsurface characteristics of
the structure. The geophysical work is designed to give a general understanding
of the location and extent of mineralization at depths that are unreachable by
surface excavations and provide a target for more extensive trenching and core
drilling.

<PAGE>

We do not intend to purchase any significant property or equipment, make any
material commitments for capital expenditures, nor incur any significant changes
in employees during the next 12 months. For the period from inception to
September 30, 2006, we had no revenues and incurred net operating losses of
$63,630, consisting of general and administrative expenses incurred in
connection with the preparation and filing of our initial public offering
documents in the State of Nevada, professional and consultant fees and
exploration expenditures for Phase I.

Net cash provided by financing activities since inception was $50,870, which
were comprised of the following: (i) $35,000 of which were total proceeds raised
in an initial public offering conducted in the State of Nevada under an
exemption provided by Rule 504 of Regulation D of the Securities Act of 1933;
(ii) $5,000 of which were the total proceeds raised from the private sale of
stock to the officer and directors; (iii) $6,120 from a loan payable to a
related party; and (iv) $4,750 of which were total proceeds from the sale of
stock in a private transaction.

Our auditors have expressed the opinion that in our current state, there is
substantial doubt about our ability to continue as a going concern; however, we
have enough operating capital to continue to seek new property acquisitions or
resource projects.

PLAN OF OPERATION

Following is an outline of the initial exploration program we previously
implemented on our property which are referenced in our geological report as
Phase I and Phase II, which cost approximately $10,000 US:

We completed Phase I of the exploration process on our properties and we have
sent the samples to the Lab for analysis, which results have been received.
Phase I began with research and further assessment of available geologic
literature, personal interviews with geologists, mining engineers and others
familiar with the prospect sites. Preliminary prospecting provided critical
information regarding the preferred orientation of the grid given the varying
attitude of the various possible exploration targets. In June 2005 a ground grid
was established using 200 meter intervals between the traverse lines. Each
traverse line is 1.6 kilometers in length, with 50 meter stations. The traverse
lines run East-West. A North-South base line was also established using 200
meter intervals between the traverse lines. A surveyor's transit was used for
the 1.6 kilometer long by 4 foot wide base line. A geological mapping is
recommended for the next stage of the exploration work.

The historical data research and assessment was completed and further augmented
with geologic mapping, geophysical testing and geochemical testing of our
claims. Existing workings, such as trenches, prospect pits, shafts, and tunnels
have been examined. Apparent mineralized zones have been identified and narrowed
down to a specific area by the studies, and minimal trenching was completed in
the area. Some channel of samples were taken and sent for analysis of
economically potential minerals that are known to have occurred in the area. If
an apparent mineralized zone is identified and narrowed down to a specific area
by the studies, we intend to begin re-trenching the area. These trenches are
generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions
allow for a thorough examination of the surface of the vein structure types
generally encountered in the area. They also allow for efficient reclamation,
re-contouring and re-seeding of disturbed areas. Careful interpretation of this
available data collected from the various tests aid in determining whether or
not the prospect, as viewed by our experts, has current economic potential and
whether further exploration is warranted.

<PAGE>

Phase II involved an initial examination of the underground characteristics of
the structure that was identified by Phase I of exploration. Our president, as
of the close of this reporting period, Mr. Laurence Stephenson, who holds a BS
in Geology and is a registered Professional Engineer, conducted the initial
examination in consultation with his mining colleagues. On February 28, 2006 Mr.
Stephenson received a report from a consulting geologist which recommended that
no further work be done on the property. Further on March 17, 2006, an
additional report was received from a consulting geologist that recommended no
further work be done on the property. Subsequently, during the period being
reported herein, management of the Company has decided not to proceed with the
next phase of the exploration program on this property. Management anticipates
that the Company will explore any and all options for the sale of the business
or finding a partner for a merger or acquisition.

ITEM 7. FINANCIAL STATEMENTS

Following are audited financial statements for the year ended September 30,
2006.

                              Armitage Mining Corp.
                            Development Stage Company

                                    CONTENTS

                                                                          Page
                                                                        --------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Sherb
  & Co., LLP                                                               F - 1
REPORT OF INDEPENDENT REGISTERED PUBLIC  ACCOUNTING FIRM - Morgan
  & Company                                                                F - 2
FINANCIAL STATEMENTS
Balance Sheet                                                              F - 3
Statement of Operations                                                    F - 4
Statement of Changes in Stockholders' Deficit                              F - 5
Statement of Cash Flows                                                    F - 6
NOTES TO THE FINANCIAL STATEMENTS                                       F - 7 to

<PAGE>

             Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Armitage Mining Corp.

      We have audited the accompanying balance sheet of Armitage Mining Corp. (A
Development Stage Company) as of September 30, 2006, and the related statements
of operations, stockholders' deficit, and cash flows for the year ended
September 30, 2006 and for the period April 30, 2004 (inception) to September
30, 2006. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements for the period April 30,
2004 (inception) to September 30, 2005 reflect total revenues and a net loss $ 0
and $31,042, respectively of the cumulative totals. The other auditors' report
has been furnished to us and our opinion, insofar as it relates to amounts
included for such period, is based solely on the report of such other auditors.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of September
30, 2006, and the results of its operations and cash flows for the year then
ended September 30, 2006 and for the period April 30, 2004 (inception) to
September 30, 2006 in conformity with generally accepted accounting principles
in the United States.

      The accompanying financial statements have been prepared assuming that
Armitage Mining Corp. will continue as a going concern. As more fully described
in Note 1, the Company has incurred recurring operating losses and will have to
obtain additional capital to sustain operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.

                                                    SHERB & CO, LLP

                                                    Certified Public Accountants

New York, New York
December 22, 2006


                                       F-1

<PAGE>

                                     [MORGAN COMPANY CHARTERED ACCOUNTANTS LOGO]

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
Armitage Mining Corp.
(An Exploration Stage Company)

We have audited the accompanying statements of operations, cash flows, and
stockholders' equity for the year ended September 30, 2005, and the period from
inception, April 30, 2004, to September 30, 2005, for Armitage Mining Corp. (an
exploration stage company). These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of the Company's operations and its cash
flows for the periods indicated in conformity with U.S. generally accepted
accounting principles.

The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1(c) to the financial
statements, the Company has accumulated losses of $31,042 since inception, has
not attained profitable operations and is dependent upon obtaining adequate
financing to fulfil its planned activities. These factors raise substantial
doubt that the Company will be able to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1(c). The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


Vancouver, Canada                                             "Morgan & Company"

October 19, 2005                                           chartered Accountants

Tel:(604) 687-5841                                 P.O. Box 10007 Pacific Centre
Fax:(604) 687-0075         MEMBER OF        Suite 1488 - 700 West Georgia Street
www.morgan-cas.com         [Jhi LOGO]                    Vancouver, B.C. V7Y 1A1


                                       F-2

<PAGE>

                              ARMITAGE MINING CORP.
                                  BALANCE SHEET
                          (A Development Stage Company)

                                                                 September 30,
                                                                     2006
                                                               ---------------
                         ASSETS
CURRENT ASSETS:
  Cash                                                             $  5,972
                                                                   --------
    Total Current Assets                                              5,972
                                                                   --------
                                                                   $  5,972
                                                                   ========
          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accrued expenses and other liabilities                           $ 18,732
  Related party note                                                  6,120
                                                                   --------
    Total Current Liabilities                                        24,852
COMMITMENTS & CONTINGENCIES                                              --
STOCKHOLDERS' DEFICIENCY
  Common stock, $.001 par value; 75,000,000 shares authorized,
    1,719,000 issued and outstanding                                  1,719
  Additional paid-in capital                                         43,031
  Deficit accumulated during development stage                      (63,630)
                                                                   --------
    Total Stockholder's deficiency                                  (18,880)
                                                                   --------
                                                                   $  5,972
                                                                   ========

   The accompanying notes are an integral part of these financial statements.


                                       F-3

<PAGE>

                               ARMITAGE MINING CORP.
                              STATEMENTS OF OPERATIONS
                          (A Development Stage Company)

<TABLE>
<CAPTION>
                                                                           Cumulative during
                                                   Year ended               the development
                                         -----------------------------      stage (April 30,
                                         September 30,   September 30,   2004 to September 30,
                                             2006            2005                2006)
                                         -------------   -------------   ---------------------
<S>                                       <C>             <C>                  <C>
Revenues                                  $       --      $       --           $     --
General and Adminstrative Expenses            32,588          22,521             63,630
                                          ----------      ----------           --------
NET LOSS FROM OPERATIONS                     (32,588)        (22,521)           (63,630)
                                          ----------      ----------           --------
NET LOSS BEFORE INCOME TAXES                 (32,588)        (22,521)           (63,630)
PROVISION FOR INCOME TAXES                        --              --                 --
                                          ----------      ----------           --------
NET LOSS                                  $  (32,588)     $  (22,521)          $(63,630)
                                          ==========      ==========           ========
NET LOSS PER SHARE - BASIC and DILUTED    $    (0.02)     $    (0.01)
                                          ==========      ==========
WEIGHTED AVERAGE OF COMMON SHARES
  OUTSTANDING - BASIC and DILUTED          1,703,692       1,700,000
                                          ==========      ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-4

<PAGE>

                              ARMITAGE MINING CORP.
                             STATEMENT OF CASH FLOWS
                          (A Development Stage Company)

<TABLE>
<CAPTION>
                                                                                             Cumulative during
                                                                      Year ended              the development
                                                           -----------------------------      stage (April 30,
                                                           September 30,   September 30,   2004 to September 30,
                                                               2006            2005                2006)
                                                           -------------   -------------   ---------------------
<S>                                                           <C>            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $(32,588)      $(22,521)           $(63,630)
  Adjustments to reconcile net loss to net cash provided
    by (used) in operating activites:
    Accounts payable and accrued expenses                       13,766          2,921              18,732
                                                              --------       --------            --------
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES            (18,822)       (19,600)            (44,898)
                                                              --------       --------            --------
CASH FLOWS FROM INVESTING ACTIVITIES:                               --             --                  --
                                                              --------       --------            --------
CASH PROVIDED BY FINANCING ACTIVITIES:
    Loan payable - related party                                 6,120             --               6,120
    Proceeds from sale of stock                                  4,750             --              44,750
                                                              --------       --------            --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       10,870             --              50,870
                                                              --------       --------            --------
NET DECREASE IN CASH                                            (7,952)       (19,600)              5,972
CASH, beginning of the period                                   13,924         33,524                  --
                                                              --------       --------            --------
CASH, end of the period                                       $  5,972       $ 13,924            $  5,972
                                                              ========       ========            ========
Supplemental disclosures of cash flow information:
    Cash paid during the year for interest                    $     --       $     --
    Cash paid for taxes                                             --             --
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-5

<PAGE>

                              ARMITAGE MINING CORP.
                      STATEMENT OF STOCKHOLDER'S DEFICIENCY
                          (A Development Stage Company)

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                       Common Stock       Additional       Accumulated         Total
                                                  ---------------------     Paid in          During        Stockholders
                                                    Shares      Amount      Capital    Development Stage     Deficit
                                                  ----------   --------   ----------   -----------------   ------------
<S>                                                <C>          <C>        <C>              <C>              <C>
Balance as of April 30, 2004 - inception                  --    $   --     $    --          $     --         $     --
Sale of shares for cash at $0.005 - April          1,000,000     1,000       4,000                              5,000
Sale of shares for cash at $0.05 - April             700,000       700      34,300                             35,000
Net loss (April 30, 2004 to September 30, 2004)                                               (8,521)          (8,521)
                                                   ---------    ------     -------          --------         --------
Balance as of September 30, 2004                   1,700,000     1,700      38,300            (8,521)          31,479
                                                   ---------    ------     -------          --------         --------
Net loss                                                                                     (22,521)         (22,521)
                                                   ---------    ------     -------          --------         --------
Balance as of September 30, 2005                   1,700,000     1,700      38,300           (31,042)           8,958
                                                   ---------    ------     -------          --------         --------
Sale of shares for cash at $0.25 - August             19,000        19       4,731                              4,750
Net loss                                                                                     (32,588)         (32,588)
                                                   ---------    ------     -------          --------         --------
Balance as of September 30, 2006                   1,719,000    $1,719     $43,031          $(63,630)        $(18,880)
                                                   =========    ======     =======          ========         ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-6

<PAGE>

                              ARMITAGE MINING CORP.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                     Years Ended September 30, 2006 and 2005

1. NATURE OF OPERATIONS

      a) Organization

The Company was incorporated in the State of Nevada, U.S.A., on April 30, 2004.
The Company has a total of 75,000,000 authorized shares of common stock with a
par value of $.001 per share and 1,719,000 shares issued and outstanding as of
September 30, 2006.

      b) Development Stage Activities

In the past, the Company had pursued the acquisition and exploration of mining
properties. During the recent fiscal year, management has discussed various
options. The financial statements have been prepared as a development stage
company pursuant to Statement of Financial Accounting Standards No. 7, "
Accounting and Reporting by Development Stage Enterprises".

      c) Going Concern

The accompanying financial statements have been prepared for the Company as a
going concern.

As shown in the accompanying financial statements, the Company has accumulated
losses of approximately $63,000 for the period from inception, April 30, 2004 to
September 30, 2006, has working capital deficiency of approximately $20,000 and
has no sales. The future of the Company is dependent upon its ability to find a
merger partner and to obtain financing and upon future profitable operations.
Management expects to incur additional losses in the foreseeable future and
recognizes the need to raise capital to remain viable. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence. Management intends to seek a viable enterprise to
acquire through the sale of its equities and / or the raising of debt.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment. The financial
statements have, in management's opinion, been properly prepared within
reasonable limits of materiality and within the framework of the significant
accounting policies summarized below:


                                       F-7

<PAGE>

      a) Organizational and Start Up Costs

            Costs of start up activities, including organizational costs, are
            expensed as incurred.

      b) Cash and cash equivalents

            The Company considers investments in highly liquid instruments with
            a maturity of three months or less to be cash equivalents.

      c) Use of Estimates

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

      d) Mineral Property Acquisition Payments and Exploration Expenditures

            The Company records its interest in mineral properties at cost. The
            Company expenses all costs incurred on mineral properties to which
            it has secured exploration rights, other than acquisition costs,
            prior to the establishment of proven and probable reserves. If and
            when proven and probable reserves are determined for a property and
            a feasibility study prepared with respect to the property, then
            subsequent exploration and development costs of the property will be
            capitalized. The Company followed a policy of expensing exploration
            expenditures until a production decision in respect of the project.

            The Company regularly performs evaluations of any investment in
            mineral properties to assess the recoverability and/or the residual
            value of its investments in these assets. All long-lived assets are
            reviewed for impairment whenever events or circumstances change
            which indicate the carrying amount of an asset may not be
            recoverable.

      e) Foreign Currency Translation

            The Company's functional currency is the U.S. dollar. Transactions
            in foreign currency are translated into U.S. dollars as follows:

            i)    monetary items at the rate prevailing at the balance sheet
                  date;

            ii)   non-monetary items at the historical exchange rate;


                                       F-8

<PAGE>

            iii)  revenue and expense at the average rate in effect during the
                  applicable accounting period.

            Gains or losses on foreign currency transaction are included in the
            statement of operations.

      f) Income Taxes

            The Company has adopted Statement of Financial Accounting Standards
            No. 109 - "Accounting for Income taxes" (SFAS 109). This standard
            requires the use of an asset and liability approach for financial
            accounting, and reporting on income taxes. If it is more likely than
            not that some portion or all of a deferred tax asset will not be
            realized, a valuation allowance is recognized.

      g) Financial Instruments

            The carrying amount of financial instruments, including cash, and
            accounts payable, accrued liabilities and notes payable,
            approximates their fair values.

      h) 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. 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 September 30,
            2006, the Company has no stock equivalents that were anti-dilutive
            and excluded in the earnings per share computation.

      i) New Accounting Standards

            FASB 157 - Fair Value Measurements

            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 believes this Statement
            will have no impact on the financial statements of the Company once
            adopted.


                                       F-9

<PAGE>

            Management does not believe that any other recently issued, but not
            yet effective, accounting standards, if currently adopted, could
            have a material effect on the accompanying financial statements.

      j) Stock-Based Compensation

            The Company has not adopted a stock option plan and has not granted
            any stock options. Accordingly no stock-based compensation has been
            recorded to date.

3. MINERAL PROPERTY INTEREST

In May 2004, the Company acquired a 100% interest in one mineral claim located
in Ontario, Canada. The consideration for the acquisition was a cash payment of
$1,877 ($2,500 CDN). Armitage Mining Corp both owns, and holds title to, the
claim which expired during the fiscal year ended September 30, 2005, reported on
herein.

4. RELATED PARTIES

During our most recently completed fiscal year ended September 30, 2006, a
majority ownership of the Company has changed. The new majority owner has
advanced the Company working capital funds in the amount of $6,119. These funds
plus additional funds advanced subsequent to year end totaling some $20,000 have
been formalized with a note payable due in September 2010, bearing interest at
3% per annum. In addition the operations of the Company are managed from both
the Company's legal counsel offices and the office of the principal shareholder.
No expense has been recorded as contributed rent, as it is deemed immaterial for
the amount of time utilized in these offices.

5. EQUITY TRANSACTIONS

During August 2006, the Company issued 19,000 shares of stock at a price of
$0.25 per share for a total of $4,750 of cash.

6. INCOME TAXES

The annual provision (benefit) for income taxes differs from amounts computed by
applying the maximum U.S. Federal income tax rate to pre-tax income (loss) as
follows:

Federal statutory rate                     35%
Net Operating Loss benefit not utilized   (35%)
Effective Federal Income Tax Rate          --

At September 30, 2006, the Company has available unused net operating loss
carryovers approximately $63,000 that may be applied against future taxable
income and expire at various dates through 2026. The Company has a deferred tax
asset in the amount of $22,000 arising from such net operating loss deductions
and has recorded a valuation allowance for the full amount of such deferred tax
asset since the likelihood of realization of the tax benefits cannot be
determined.


                                      F-10

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

As of November 1, 2006, Sherb & Co., LLP, Certified Public Accountants, replaced
Morgan & Company, Chartered Accountants, independent chartered accountants, who
have been our only auditor since inception and there have been no disagreements
between us and the firm.

ITEM 8A. CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and
chief financial officer and is responsible for establishing and maintaining
disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on his evaluation as of September 30, 2006, the chief executive officer
and chief financial officer, whom is the sole officer and employee of the
Company, has concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) and 15d-15(e) of the Securities Exchange Act of 1934,
as amended) are effective to ensure that information required to be disclosed by
the Company in reports that the Company files or submits under the Securities
Exchange Act, as amended is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission. (b) Changes in Internal Controls

Based on his evaluation as of September 30, 2006, the chief executive officer
and chief financial officer has concluded that there were no significant changes
in the Company's internal controls over financial reporting or in any other
areas that could significantly affect the Company's internal controls subsequent
to the date of his most recent evaluation, including corrective actions with
regard to significant deficiencies and material weaknesses.

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND SIGNIFICANT EMPLOYEES

The following table sets forth the names, positions and ages of the executive
officer and directors. Directors are elected at the annual meeting of
stockholders and serve for one year or until their successors are elected and
qualify. Officers are elected by the Board of Directors and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the Board of Directors.

     Name           Age              Position(s)
-----------------   ---   -----------------------------------
Michael Potts (1)    50   President, Chief Executive Officer,
                          Treasurer, Chief Financial Officer,
                          Secretary and Director

(1) As of July 27, 2006, Mr. Mulberry and Ms. Wilson resigned as directors of
the Company and Mr. Michael Potts, AGE, was elected to serve as a director in
their vacancy. As of July 28, 2006, Mr. Stephenson resigned as President, Chief
Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director of
the Company. Mr. Potts replaced Mr. Stephenson as President, Chief Executive
Officer, Treasurer, Chief Financial Officer, and Secretary of the Company.

Each of the persons named above have held their offices/positions since July 27,
2006 and are expected to hold said offices/positions until the next annual
meeting of stockholders or until the Company is sold to a merger or acquisition
target.

BACKGROUND OF OFFICER AND DIRECTORS

Michael Potts is a private investor and the managing partner of Galway
Investments, based in Denver, Colorado. Previously, he was CEO of American
Fundware, provider of the FundWare software product line for non-profit and
government organizations. Mr. Potts began his career as an IBM salesman but soon
shifted to entrepreneurial companies in the Southwest where, at various times,
he ran high technology national sales teams and divisions, led acquisitions and
joint ventures in the US and abroad, and served as a corporate officer of
publicly held technology companies. Mr. Potts holds a B.A. in Creative Writing
from Beloit College.

As disclosed in the Background section, our officer and directors are also
involved in other business activities. Armitage's needs for their time and
services could conflict with their other business activities. This possible
conflict of interest could result in their inability to properly manage
Armitage's affairs, resulting in our remaining a start-up company with limited
operations, no revenues, or profits. We have not formulated a plan to resolve
any possible conflicts that may arise.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our Common
Stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our Common Stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

<PAGE>

To the best of our knowledge, during the year ended September 30, 2006, all
Section 16(a) filing requirements applicable to our officers, directors and
greater than ten percent beneficial owners were complied with. In making these
disclosures, we have relied solely on a review of the copies of such reports
furnished to us and written representations by our directors, executive officers
and greater than ten percent stockholders.

Code of Ethics

At this time, we have adopted a formal Code of Ethics that applies to the Chief
Executive Officer and Chief Financial Officer. We believe this Code reasonably
deters material wrongdoing and promotes honest and ethical conduct from our
executive officers.

ITEM 10. EXECUTIVE COMPENSATION

The officer and directors do not presently receive any cash or non-cash
compensation for their services and there are currently no plans to implement
any such compensation. They are, however, reimbursed for any out-of-pocket
expenses incurred on our behalf.

                           SUMMARY COMPENSATION TABLE

                       Annual Compensation    Long-Term Comp.
                      ---------------------   ---------------
Name and                                      Other
Position(s)                                   Annual
Payouts               Year   Salary   Bonus    Comp.   Awards
-------------------   ----   ------   -----   ------   ------
Laurence Stephenson
  President, CEO,
  Treasurer, CFO,
  Secretary and
  Director            2006    None     None     None    None

Michael Mulberry
 Director             2006    None     None    None     None

Patricia Wilson
  Vice President
  and Director        2006    None     None    None     None

Michael Potts(1)      2006    None     None    None     None

(1) Effective as of July 27, 2006, Mr. Potts was elected as a director of the
Company and replaced Mr. Mulberry and Ms. Wilson. Effective as of July 28, 2006,
Mr. Potts replaced Mr. Stephenson as the President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Secretary of the Company.

<PAGE>

EMPLOYMENT AGREEMENTS

The officer and directors are not currently party to any employment agreements
and we do not presently have any pension, health, annuity, insurance, stock
options, profit sharing or similar benefit plans; however, it may adopt such
plans in the future. There are presently no personal benefits available to
directors, officers or employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our common stock
beneficially owned on the date of this filing for (i) each shareholder known by
us to be the beneficial owner of five (5%) percent or more of our issued and
outstanding common stock, (ii) each executive officer and director, and (iii)
all executive officers and directors as a group. As of the date of the filing of
this registration statement, there were 1,719,000 shares of our common stock
issued and outstanding.

   Name and Address      Amount and Nature of
    of Beneficial             Beneficial        Percent of
      Owner (1)              Ownership (2)       Class (3)
----------------------   --------------------   ----------
Michael Potts
  810 East Union Ave.,
  Suite 1206
  Denver, CO 80237             1,000,000          58.17%

All Officers and
  Directors as a Group         1,000,000           58.8%

----------
(1)   The persons named above, the only officer and principal shareholder and
      our directors, may be deemed to be a parent and promoter, within the
      meaning of such terms under the Securities Act of 1933, by virtue of
      direct securities holdings. They are the only promoters.

(2)   In general, a person is considered a beneficial owner of a security if
      that person has or shares the power to vote or direct the voting of such
      security, or the power to dispose of such security. A person is also
      considered to be a beneficial owner of any securities of which the person
      has the right to acquire beneficial ownership within (60) days.

(3)   The percentage is based upon 1,719,000 shares issued and outstanding as of
      September 30, 2006.

There are currently no options, warrants, rights or other securities conversion
privileges granted to our officer, directors or beneficial owner and no plans to
issue any such rights in the future.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is currently using the office and business premises of its director,
Michael Potts, at Suite 1206 - 810 East Union Ave, Denver, CO, 80237, on a
rent-free basis. There is no lease or rental agreement for the space.

<PAGE>

On April 30, 2004, a total of 1,000,000 shares of Common Stock were issued to
our officer, Laurence Stephenson, in exchange for organizational services and
expenses, proprietary rights, business plans and cash in the amount of $5,000
U.S., or $.005 per share.

Subsequent to the majority change in ownership, the new majority owner, Michael
Potts has advanced the Company working capital funds in the amount of $6,119.
These funds plus additional funds advanced subsequent to year end totaling some
$20,000 have been formalized with a note payable due in September 2010, bearing
interest at 3% per annum.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   1 & 2 Financial Statements. See Item 7 in Part II; the financial
            statements required to be filed herein are contained in that section
            in their entirety.

      (b)   The following exhibits marked with an asterisk and required to be
            filed hereunder, are incorporated herein by reference and can be
            found in their entirety in our original Form 10-SB Registration
            Statement, filed under our SEC File No. 0-51246.

Exhibit No.                     Description
-----------   -----------------------------------------------
    *         Articles of Incorporation
    *         Bylaws
 Exhibit 31   Sec. 302 Certification of President/CEO and CFO
 Exhibit 32   Sec. 906 Certification of President/CEO and CFO

      (c)   A report on Form 8-K was filed with the SEC on August 2, 2006 to
            report a change in control of Registrant and to report a change in
            officers and directors of Registrant. Subsequent to September 30,
            2006, a report on Form 8-K was filed with the SEC on November 2,
            2006, which reported a change in accountants of Registrant. On
            November 16, 2006, an amended current report on Form 8-K was filed
            with the SEC to amend and to supersede the Form 8-K filed with the
            SEC on November 2, 2006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Morgan & Company, Chartered Accountants is the Company's former independent
auditors. Audit and review fees for the year ended September 30, 2006 was
$4,500. Morgan & Company had been our independent auditor since incorporation.

Sherb and Co, LLP, Chartered Public Accountants, who we retained as of November
1, 2006, audit and review fees for the year ended September 30, 2006 are $7,000.

AUDIT-RELATED FEES

For the year ended September 30, 2006, the Company was not billed for audit
related fees.

<PAGE>

TAX FEES

For the year ended September 30, 2006 the Company did not receive any tax
compliance, tax advice, and tax planning services for which we were billed.

ALL OTHER FEES

For the year ended September 30, 2006 the Company was not billed for products
and services other than those described above.

                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    Armitage Mining Corp., a Nevada corporation


Date: December 11, 2006             By: /s/ Michael Potts
                                        ----------------------------------------
                                        President, Chief Executive Officer,
                                        Principal Accounting Officer,
                                        Chief Financial Officer, Secretary and
                                        Chairman of the Board, Director