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, 2005

                         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)


                           #520 - 470 Granville Street
                         Vancouver, B.C., Canada V6C 1V5
                    (Address of Principal Executive Offices)


                                 (604) 687-7178
                               (604) 687-7179 Fax
                (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, 2005.

As of September 30, 2005, the registrant had 1,700,000 shares of common stock,
$.001 par value, issued and outstanding. No market value has been computed based
upon the fact that no market has been established at this time.
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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.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL INFORMATION

Armitage Mining Corp. 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 $31,042.

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

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

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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

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

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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
holds title to, the claim which expires on January 26, 2006.

WANAPITEI RIVER (SOUTH) PROPERTY

The one property in the Company's portfolio consists 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.

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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).

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

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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 (Exhibit 99
to this document), 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.

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).

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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

As disclosed in our geological reports, exploration work on our properties and
adjacent properties has indicated that mineral occurrences exist in the area of
our properties; however, further exploration is needed to determine what amount
of minerals, if any, exist on our properties and if any minerals which are found
can be economically extracted and profitably processed.

Our exploration program has been designed to economically explore and evaluate
our properties which, in our opinion, may merit development.

We do not claim to have any mineralization or reserves whatsoever at this time
on any of our properties; however, based on our research and geological reports
on our properties and the surrounding area, we believe there is a sufficient
basis to engage in exploration activities, and we anticipate finding some
possible mineralization on our properties.

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

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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.

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 proposed exploration of the property will be 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.

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 intend to use the services of our officer and
directors for all research work on our properties. Our President and Director,
Laurence Stephenson, has over 35 years of experience in directing and organizing
mineral exploration programs throughout North America and the world. Our Vice
President and Director, Patricia Wilson, 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 director, Michael Mulberry, 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

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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.

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 our planned Phase I and Phase
II programs will be successful or 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

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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.

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. Any of the above
could cause us to be delayed in our proposed Phase I and/or Phase II programs.

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

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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 Phase III 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 in the OTC Pink Sheets 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.

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.

Laurence Stephenson, the sole officer and a 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. Our other two
directors, Michael Mulberry and Patricia Wilson currently devote approximately 5
hours each per week to company matters and 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.

AVAILABLE INFORMATION

We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and, accordingly, will file
periodic reports, including quarterly and annual reports and other information
with the Securities and Exchange Commission (the Commission). Such reports and
other information may be inspected and copied at the public reference facilities
maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet
website that contains reports, proxy and information statements and other
information regarding registrants that file electronically. The address of the
website is http://www.sec.gov.

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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.

We do not currently own any other property.

The Company is currently using the office and business premises of one of its
directors, Laurence Stephenson, at Suite 520 - 470 Granville Street, Vancouver,
B.C., Canada V6C 1V5, on a rent-free basis. The business premises comprise a 200
sq ft office, secretarial, receptionist, boardroom, computer, photocopier, and
fax machine. 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, 2005.

                                     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 27 shareholders of record,
holding a total of 1,700,000 shares of our Common Stock. Our stock is quoted on
the Pink Sheets 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, an active
trading market has not yet 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

                                       11
<PAGE>
exemption provided by Regulation D, Rule 504, and are unrestricted securities
and may be publicly sold at any time, without restriction.

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

We expect our current cash in the bank of $13,924 at September 30, 2005 and as
of the date of the filing of this registration statement, to satisfy cash
requirements for our Phase I and Phase II operations, which we expect to
complete within the next 12 months, without having to raise additional funds or
seek bank loans.

During the next 12 months, we intend to spend approximately $10,000 in
additional research and assessment of our properties to determine whether
further development will be warranted.

Our Phase I work will include research and assessment of all available
geological reports and historical data available on our properties and the
surrounding area. Following our research phase, we will begin 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 that are collected
will be analyzed for gold, copper, nickel and platinum-group metals as well as a
6-element analysis for other minerals.

Contingent on positive results from Phase I research, assessment and
exploration, Phase II will see geophysical surveying, including magnetometer and
VLF-EM surveys carried out over the grid. The methods which will be 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. The estimated budget to complete the
Phase II analysis of our properties is approximately $5,000.

We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months. For the period
from inception to the year ended September 30, 2005, we had no revenues and
incurred net operating losses of $31,042, consisting of general and
administrative expenses primarily incurred in connection with the preparation
and filing of our initial public offering documents in the State of Nevada.

Net cash provided by financing activities since inception was $40,000, which
were the 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 and $5,000 of which were the total proceeds raised from
the private sale of stock to the officer of the company.

                                       12
<PAGE>
In order to complete our planned Phase III program if warranted, we will need to
consider raising additional funds through loans or the sale of additional equity
securities. Currently, no such loans or equity sales are planned.

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 complete our Phase I and Phase II programs over
the next 12 months.

PLAN OF OPERATION

Following is an outline of the initial exploration program we have implemented
on our property which are referenced in our geological report as Phase I and
Phase II, which we anticipate will 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. 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 is completed, and our initial work
will be 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.

Phase II will involve an initial examination of the underground characteristics
of the structure that was identified by Phase I of exploration. Our president,
Laurence Stephenson who holds a BSc in Geology and is a registered Professional
Engineer, will conduct the initial examination in consultation with his mining
colleagues. These consultations may include discussions of ongoing mineral
exploration programs, capabilities of consultants and mineral exploration
processes and their applicability to the company's programs and prospects. These
exchanges will assist Mr. Stephenson in correctly identifying the correct
procedures to employ and the consultants and field workers to utilize that will
be most beneficial to the company. The results of these surveys will 1) assist

                                       13
<PAGE>
in the mapping of the property; 2) attempt to recognize dikes and mafic
intrusives, where present; 3) assist in mapping possible zones of alteration;
and 4) identify the existence of possible off-setting structures. Geological
mapping and sampling should be carried out over the grid in an attempt to locate
zones of mineralization and the distribution of the various lithologies present.
Whole rock analyses, trace element analyses and, possibly, mineralogical studies
should accompany all sampling on the property. Phase II will be aimed at
identifying any mineral deposits of potential economic importance. The methods
which will be employed are more extensive trenching and 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. The trenching will identify the continuity and extent of
mineralization, if any, below the surface. After a thorough analysis of the data
collected in Phase II, a determination will be made as to whether or not the
properties warrant a Phase III study. This Phase will commence, if warranted by
results of Phase I activities, in late Fall 2005.

Phase III will be aimed at precisely defining the depth, the width, the length,
the tonnage and the value per ton of any mineralized body, assuming any are
located on our properties. Once all the geotechnical information is compiled, a
program of diamond drilling will be undertaken to provide an aspect of
geological and geochemical information in the third dimension. This Phase will
commence, if warranted by results of Phase II activities, approximately in early
Spring 2006 after results of Phase II activities have been analyzed.

ITEM 7. FINANCIAL STATEMENTS

Following are audited financial statements for the year ended September 30,
2005.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Morgan & Company, Chartered Accountants, independent chartered accountants, 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, 2005, the chief executive officer
and chief financial officer 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.

                                       14
<PAGE>
(b) Changes in Internal Controls

Based on his evaluation as of September 30, 2005, 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.

                                    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)
             ----               ---                    -----------
     Laurence Stephenson        57          President, Chief Executive Officer,
                                            Treasurer, Chief Financial Officer,
                                            Secretary and Director

     Michael Mulberry           38          Director

     Patricia Wilson            60          Director

Each of the persons named above have held their offices/positions since
inception and are expected to hold said offices/positions until the next annual
meeting of stockholders.

BACKGROUND OF OFFICER AND DIRECTORS

Laurence Stephenson has been the President, CEO, Treasurer, CFO, Secretary and a
director of the Company since inception. From 1985 to the present he has been
President of GeoFin Inc., a private consulting company located in Vancouver, BC,
that provides the investment community with geological and financial business
advice. From 2004 to the present he has been president and director of Douglas
Lake Minerals, a SEC reporting, OTCBB listed mining exploration company. From
1994 to 1999 he was Vice-President - Exploration, for Golden Chief Resources
Ltd., a mining exploration company located in Vancouver, BC., where he was
responsible for designing and implementing geological exploration programs for
the Company as well as many other responsibilities.

Laurence graduated from Carlton University in Ottawa, Ontario in 1975 with a
Bachelor of Science in Geology. In 1985 he also received a Master's degree in
Business Administration with a focus on Economics and International Finance from
York University in Toronto, Ontario. He is registered as a Professional Engineer
for the Province of Ontario (1981) and currently a member in good standing.
Laurence currently spends approximately 10-15 hours per week on the business
which may increase during exploration seasons.

                                       15
<PAGE>
Michael Mulberry has been a director of the Company since May 5, 2004. From June
2004 to present, Mr. Mulberry has acted as President, chief executive officer,
secretary, and a director of Blast Resources Inc., a private Nevada company
involved in mineral property exploration. From November 2003 to the present, he
has acted as president and a director of World Organics Inc., an Alberta and
British Columbia reporting, NEX listed company that was involved in the
development of a multi-sports and entertainment centre in Ontario. From February
2001 to present, he has acted as the president and a director of New Mascot
Resources Inc., a British Columbia and Alberta reporting (not currently listed
on any exchange) company involved in mineral property exploration. From February
1999 to February 2001, Mr. Mulberry acted as president, secretary and a director
of Return Assured Inc., a SEC reporting company (not current in it's reporting
and de-listed from the OTCBB) involved in the custom design, assembly and sale
of personal computers, related technology, technical furniture and workstations.

Michael graduated from the University of Western Ontario, in London, Ontario
with a B.A. in Social Sciences in 1987. He is also a member of the Canadian
Securities Institute, a Member of the Life Underwriters Association of Canada,
and holds the Professional Financial Planner designation (PFP). Michael
currently devotes approximately 5 hours per week on corporate governance and
consultation with Laurence Stephenson. This allocation of time will likely
proportionally increase as the company becomes more active.

Patricia Wilson has been a director of the Company since May 5, 2004. From June
2002 to the present she has been the Secretary and a director of P.Z. Resort
Systems Inc., a publicly listed software development company located in West
Vancouver, BC, that makes software that helps the hospitality industry maintain
reservation information, manage properties, and keep track of accounting. From
November 2002 to the present she has been the President and a director of U.S.
Platinum Inc., a publicly listed exploration company located in Coquitlam, BC.
From September 1995 to the present she has been the Secretary and a director of
SCS Solars Computing Systems Inc., a publicly listed IT company located in North
Vancouver that specializes in the travel industry. From December 1991 to present
she has been the President and a director of Lucky Strike Resources Ltd., a
publicly listed junior exploration company located in Coquitlam, BC. From June
1998 to January 2004 she was the Secretary of Loumic Exploration Inc., a
publicly listed junior exploration company located in West Vancouver, BC. All
the publicly listed companies Ms. Wilson has been or is currently associated
with are listed on the Toronto Venture Exchange.

Patricia has attended various accounting workshops and seminars in England and
Canada. She completed her Senior Matriculation in Red Hill England in 1962.
Patricia currently devotes approximately 5 hours per week on corporate
governance and consultation with Laurence Stephenson. This allocation of time
will likely proportionally increase as the company becomes more active.

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.

                                       16
<PAGE>

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.
                                   -------------------------    ----------------
                                                      Other
 Name and                                             Annual
Position(s)              Year      Salary    Bonus     Comp.    Awards   Payouts
-----------              ----      ------    -----     -----    ------   -------
Laurence Stephenson      2005       None     None      None      None      None
President, CEO,          2004       None     None      None      None      None
Treasurer, CFO,
Secretary and
Director

Michael Mulberry         2005       None     None      None      None      None
Director                 2004       None     None      None      None      None

Patricia Wilson          2005       None     None      None      None      None
Vice President           2004       None     None      None      None      None
and Director

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 1,700,000 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
        ---------                      -------------            -----
Laurence Stephenson                     1,000,000                58.8%
1136 Martin Street
White Rock, BC
Canada V4B 3W1

Michael Mulberry                          none                      0%
962 Taylor Way
West Vancouver, BC
Canada V7T 2K1

                                       17
<PAGE>
Patricia Wilson                           none                      0%
1746 MacDonald Street
Vancouver, BC Canada V6K 3X8

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.

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 one of its
directors, Laurence Stephenson, at Suite 520 - 470 Granville Street, Vancouver,
B.C., Canada V6C 1V5, on a rent-free basis. The business premises comprise a 200
sq ft office, secretarial, receptionist, boardroom, computer, photocopier, and
fax machine. There is no lease or rental agreement for the space.

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.

ITEM 13. EXHIBITS

       Exhibit No.                 Description
       -----------                 -----------
         3(i)           Articles of Incorporation
         3(ii)          Bylaws
         31.1           302 Certification of Chief Executive Officer
         31.2           302 Certification of Chief Financial Officer
         32.1           906 Certification of Chief Executive Officer
         32.2           906 Certification of Chief Financial Officer
         99             Geological Report

                                       18
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Morgan & Company, Chartered Accountants is the Company's independent auditors.
Audit and review fees for the year ended September 30, 2005 was $4,500. Morgan &
Company has been our independent auditor since incorporation.

AUDIT-RELATED FEES

For the year ended September 30, 2005, the Company was billed $1,500 for fees
related to a registration statement.

TAX FEES

For the year ended September 30, 2005 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, 2005 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: October 27, 2005              By: /s/ Laurence Stephenson
                                       -----------------------------------------
                                       President, Chief Executive Officer,
                                       Principal Accounting Officer,
                                       Chief Financial Officer, Secretary and
                                       Chairman of the Board


Date: October 27, 2005              By: /s/ Michael Mulberry
                                       -----------------------------------------
                                       Director


Date: October 27, 2005              By: /s/ Patricia Wilson
                                       -----------------------------------------
                                       Director

                                       19
<PAGE>
                        [LETTERHEAD OF MORGAN & COMPANY]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the  accompanying  balance  sheets of Armitage  Mining Corp. (an
exploration  stage  company) as at September 30, 2005 and 2004,  and the related
statements of  operations,  cash flows,  and  stockholders'  equity for the year
ended  September 30, 2005,  the period ended  September 30, 2004, and the period
from  inception,  April  30,  2004,  to  September  30,  2005.  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 conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  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  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 the Company as at September 30,
2005 and 2004,  and the  results  of its  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                                 /s/ "Morgan & Company"
                                                  ------------------------------
October 19, 2005                                  Chartered Accountants

                                      F-1
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


                                                               SEPTEMBER 30
                                                            2005         2004
                                                          --------     --------

ASSETS

Current
  Cash                                                    $ 13,924     $ 33,524
                                                          ========     ========

LIABILITIES

Current
  Accounts payable and accrued liabilities                $  4,966     $  2,045
                                                          --------     --------

STOCKHOLDERS' EQUITY

Share Capital
  Authorized:
    75,000,000 Common Shares, par value $0.001 per share
  Issued and outstanding:
    1,700,000 Common Shares                                  1,700        1,700
  Additional paid-in capital                                38,300       38,300

Deficit Accumulated During The Exploration Stage           (31,042)      (8,521)
                                                          --------     --------
                                                             8,958       31,479
                                                          --------     --------

                                                          $ 13,924     $ 33,524
                                                          ========     ========

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

                                      F-2
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                        CUMULATIVE
                                                                     PERIOD FROM       PERIOD FROM
                                                                      INCEPTION         INCEPTION
                                                      YEAR            APRIL 30          APRIL 30
                                                      ENDED            2004 TO           2004 TO
                                                   SEPTEMBER 30      SEPTEMBER 30      SEPTEMBER 30
                                                       2005              2004              2005
                                                   -----------       -----------       -----------
<S>                                                <C>               <C>               <C>
Expenses
  Office and sundry                                $       416       $       311       $       727
  Transfer agent and regulatory filing                     274             2,833             3,107
  Professional fees                                      5,421             3,500             8,921
  Exploration expenditures                               5,000             1,877             6,877
  Consulting fees                                       11,410                --            11,410
                                                   -----------       -----------       -----------

Net Loss For The Period                            $    22,521       $     8,521       $    31,042
                                                   ===========       ===========       ===========

Basic And Diluted Loss Per Share                   $     (0.01)      $     (0.01)
                                                   ===========       ===========

Weighted Average Number Of Shares Outstanding        1,700,000         1,004,545
                                                   ===========       ===========
</TABLE>

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

                                      F-3
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                          CUMULATIVE
                                                                       PERIOD FROM        PERIOD FROM
                                                                        INCEPTION          INCEPTION
                                                       YEAR             APRIL 30           APRIL 30
                                                       ENDED             2004 TO            2004 TO
                                                    SEPTEMBER 30       SEPTEMBER 30       SEPTEMBER 30
                                                       2005               2004               2005
                                                     --------           --------           --------
<S>                                                  <C>                <C>                <C>
Cash Flows From Operating Activities
  Net loss for the period                            $(22,521)          $ (8,521)          $(31,042)

Adjustments To Reconcile Net Loss To Net Cash
 Used By Operating Activities
   Increase in accounts payable and accrued
   liabilities                                          2,921              2,045              4,966
                                                     --------           --------           --------
                                                      (19,600)            (6,476)           (26,076)
                                                     --------           --------           --------
Cash Flows From Financing Activity
  Share capital issued for cash                            --             40,000             40,000
                                                     --------           --------           --------

(Decrease) Increase In Cash                           (19,600)            33,524             13,924

Cash, Beginning Of Period                              33,524                 --                 --
                                                     --------           --------           --------

Cash, End Of Period                                  $ 13,924           $ 33,524           $ 13,924
                                                     ========           ========           ========
Supplemental Disclosures of Cash Flow Information

Cash Paid During the Year
  Interest                                           $     --           $     --           $     --

  Income Taxes                                       $     --           $     --           $     --
                                                     ========           ========           ========
</TABLE>

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

                                      F-4
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

          PERIOD FROM INCEPTION, APRIL 30, 2004, TO SEPTEMBER 30, 2005
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                        COMMON STOCK                      DEFICIT
                                             -------------------------------------      ACCUMULATED
                                                                         ADDITIONAL     DURING THE
                                             COMMON                       PAID-IN      EXPLORATION
                                             SHARES         AMOUNT        CAPITAL         STAGE           TOTAL
                                             ------         ------        -------         -----           -----
<S>                                       <C>            <C>            <C>             <C>             <C>
Inception, April 30, 2004                         --      $      --      $      --      $      --       $      --

April 2004 - Shares issued for cash
 at $0.005                                 1,000,000          1,000          4,000             --           5,000
September 2004 - Shares issued for cash
 at $0.05                                    700,000            700         34,300             --          35,000
Net loss for the period                           --             --             --         (8,521)         (8,521)
                                           ---------      ---------      ---------      ---------       ---------

Balance, September 30, 2004                1,700,000          1,700         38,300         (8,521)         31,479

Net loss for the year                             --             --             --        (22,521)        (22,521)
                                           ---------      ---------      ---------      ---------       ---------

Balance, September 30, 2005                1,700,000      $   1,700      $  38,300      $ (31,042)      $   8,958
                                           =========      =========      =========      =========       =========
</TABLE>

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

                                      F-5
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005
                            (Stated in U.S. Dollars)


1. NATURE OF OPERATIONS

     a)   Organization

          The Company was incorporated in the State of Nevada,  U.S.A., on April
          30, 2004.

     b)   Exploration Stage Activities

          The Company has been in the exploration  stage since its formation and
          has not yet realized any revenues from its planned  operations.  It is
          primarily  engaged  in  the  acquisition  and  exploration  of  mining
          properties.

     c)   Going Concern

          The accompanying  financial statements have been prepared assuming the
          Company will continue as a going concern.

          As shown in the  accompanying  financial  statements,  the Company has
          accumulated losses of $31,042 for the period from inception, April 30,
          2004,  to  September  30,  2005,  and has no sales.  The future of the
          Company is  dependent  upon its ability to obtain  financing  and upon
          future  profitable  operations  from the  development  of its  mineral
          properties.  Management has plans to seek additional capital through a
          public offering of its common stock.  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.

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 judgement.

     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:

     a)   Organizational and Start Up Costs

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

                                      F-6
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005
                            (Stated in U.S. Dollars)


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

     b)   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.

     c)   Mineral Properties

          Significant property  acquisition  expenditures and option maintenance
          costs are  capitalized.  Exploration and evaluation  expenditures  are
          expensed   until  a   feasibility   study   indicates  a  property  is
          economically  feasible.  Capitalized  expenditures are written down if
          impairment  in the  carrying  values  of  mineral  properties  becomes
          evident.

     d)   Foreign Currency Translation

          The Company's functional currency is the U.S. dollar.  Transactions in
          foreign currencies 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;
          iii) revenue  and  expense at the  average  rate in effect  during the
               applicable accounting period.

          Gains and losses on  translation  are  included  in the  statement  of
          operations.

     e)   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.

     f)   Financial Instruments

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

                                      F-7
<PAGE>
                              ARMITAGE MINING CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005
                            (Stated in U.S. Dollars)


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

     g)   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 by the  weighted
          average number of common shares  outstanding.  Diluted loss per common
          share is computed similarly to basic loss per common share except that
          the  denominator is increased to include any additional  common shares
          that would have been outstanding if dilutive  outstanding common share
          equivalents  were issued.  At September  30, 2005,  the Company has no
          outstanding  common  stock  equivalents  so basic and diluted loss per
          share are the same.

     h)   New Accounting Standards

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

                                      F-8