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

FORM 10-K

(Mark One)

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

For the fiscal year ended July 31, 2008

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

For the transition period from _____to _____

COMMISSION FILE NUMBER000-52879

CONTACT MINERALS
CORP.(Exact name of registrant as specified in its
charter)

|NEVADA                                                               | 39-2060052                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Suite 206, 475 Howe Street,                                          |                                     
|Vancouver, BC, Canada                                                | V6C 2B3                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrant's telephone number, including area code (604)
629-1007

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value Per Share.

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

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

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [
]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ]                                                   | Accelerated filer [ ]          
|----------------------------------------------------------------------------- | -------------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting company) | Smaller reporting company [ X ]

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter: $728,000 based on a price of $0.20, being the
offering price under the Registrants Registration Statement on Form
SB-2.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of September 30, 2008, the Registrant had 7,140,000 shares of common
stock outstanding.

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|CONTACT MINERALS CORP.          
|--------------------------------
|                                
|ANNUAL REPORT ON FORM 10-K      
|FOR THE YEAR ENDED JULY 31, 2008
|                                
|TABLE OF CONTENTS               

|           |                                                                                                                          | PAGE
|---------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|PART I     |                                                                                                                          | 3   
|ITEM 1.    | BUSINESS                                                                                                                 | 3   
|ITEM 1A.   | RISK FACTORS                                                                                                             | 5   
|ITEM 2.    | PROPERTIES                                                                                                               | 8   
|ITEM 3.    | LEGAL PROCEEDINGS                                                                                                        | 9   
|ITEM 4.    | SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 9   
|PART II    |                                                                                                                          | 10  
|ITEM 5.    | MARKET FOR REGISTRANTS
      COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES | 10  
|ITEM 7.    | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                             | 11  
|ITEM 8.    | FINANCIAL
      STATEMENTS AND SUPLEMENTARY DATA                                                                         | 15  
|ITEM 9.    | CHANGES IN
      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               | 16  
|ITEM 9AT.  | CONTROLS AND
      PROCEDURES.                                                                                           | 16  
|ITEM 9B.   | OTHER INFORMATION                                                                                                        | 17  
|PART III   |                                                                                                                          | 18  
|ITEM 10.   | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                                  | 18  
|ITEM 11.   | EXECUTIVE
      COMPENSATION.                                                                                            | 19  
|ITEM 12.   | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.              | 20  
|ITEM 13.   | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                                         | 21  
|ITEM 14.   | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                                  | 22  
|ITEM 15.   | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES.                                                                           | 22  
|SIGNATURES | 23                                                                                                                      

Page 2 of 23

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Contact, and the Company mean Contact Minerals Corp. unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.

Foreign Currency and Exchange Rates

For purposes of consistency and to express United States
dollars throughout this Annual Report on Form 10-K, Canadian dollars have been
converted into United States currency at the rate of CDN$1.00 being
approximately equal to US$0.97, which is the approximate average exchange rate
during recent months.

|ITEM 1. | BUSINESS.
|------- | ---------

General

We were incorporated under the laws of the State of Nevada on
April 25, 2007.

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. Until recently, we had an option to
acquire a 100% interest in a mineral property that we referred to as the Triune
Property pursuant to a property option agreement dated June 30, 2007 (the
Property Option Agreement) we entered into with William McCullagh. Under the
Property Option Agreement, we were required to pay to William McCullagh the
following:

| | (a) | US$2,500 upon signing of the Agreement (paid);                                                      
| | --- | ----------------------------------------------------------------------------------------------------
| |     |                                                                                                     
| | (b) | US$2,500 within ten days of Contact being quoted for
      trading on the OTC Bulletin Board (paid);
| |     |                                                                                                     
| | (c) | US$10,000 on the first anniversary date of the Agreement;
      and                                 
| |     |                                                                                                     
| | (d) | US$10,000 on the second anniversary date of the
      Agreement.                                    

On June 30, 2008, the Property Option Agreement was amended to
extend the due date of the first $10,000 option payment to October 28, 2008. On
October 28, 2008, we determined that we would not proceed with our interest in
the Triune Property. As such, we did not make the first option payment of
$10,000, which caused our interest in the Triune Property to lapse.

As our interest in the Triune Property has lapsed, we plan to
identify and acquire an interest in an alternative mineral property. The
acquisition of an alternative mineral property will be dependent upon our
possessing sufficient capital resources at the time to purchase such mineral
property. We have not entered into any discussions, understandings, arrangements
or other agreements, preliminary or otherwise, for acquiring any

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alternative mineral property and/or funding arrangements for
the purpose of acquiring an alternative mineral property.

Competition

We are a mineral resource exploration company. We compete with
other mineral resource exploration and development companies for financing and
for the acquisition of new mineral properties. Many of the mineral resource
exploration and development companies with whom we compete have greater
financial and technical resources than we do. Accordingly, these competitors may
be able to spend greater amounts on acquisitions of mineral properties of merit,
on exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

The mineral exploration industry, in general, is intensively
competitive and, even if commercial quantities of ore are discovered, a ready
market may not exist for the sale of the ore. Numerous factors beyond our
control may affect the marketability of any substances discovered. These factors
include market fluctuations, the proximity and capacity of natural resource
markets and processing equipment, government regulations, including regulations
relating to prices, taxes, royalties, land tenure, land use, importing and
exporting of minerals and environmental protection. The exact effect of these
factors cannot be accurately predicted, but the combination of these factors may
result in us not receiving an adequate return on invested capital.

Compliance With Government Regulation

Our activities are subject to extensive regulation at all
levels of government. There are a number of applicable rules that regulate the
exploration and mining of mineral properties, and also the possible effects of
such activities upon the environment. Future legislation and regulations could
cause additional expense, capital expenditures, restrictions and delays in the
exploration and development of a mineral property, the extent of which cannot be
predicted. In addition, we will also be subject to rules regulating the
employment, occupational health and safety, accident investigation, work place
conditions, protective equipment, training programs, and site supervision.
Additional approvals and authorizations may be required from other government
agencies, depending upon the nature and scope of the proposed exploration
program.

Compliance With Environmental Regulations

We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or on us in the event a potentially economic
deposit is discovered.

If we enter the production phase of a mineral property, of
which there is no assurance, the cost of complying with permit and regulatory
environment laws will be greater because the impact on the project area is
greater. Permits and regulations will control all aspects of the production
program if the project continues to that stage. The regulatory requirements that
we will have to meet will likely include:

| | (i)  | Ensuring that any water discharge meets drinking water
      standards;
| | ---- | -----------------------------------------------------------------------
| | (ii) | Dust generation will have to be minimal or otherwise
      re-mediated;

4

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| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)  | All material to be left on the surface will need to be
      environmentally benign;                                                            
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

Employees

Other than our sole executive officer and director, we have no
employees as of the date of this Annual Report. We conduct our business largely
through agreements with consultants and arms-length third parties.

Research And Development Expenditures

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

Patents And Trademarks

We do not own any patents or trademarks.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

If we do not obtain additional financing, our business will
fail

As of July 31, 2008, we had cash in the amount of $21,336. We
plan to identify and acquire an interest in alternative mineral property. Our
ability to acquire an alternative mineral property will be dependent upon
obtaining additional financing. Obtaining additional financing would be subject
to a number of factors, including the market prices for the mineral property and
gold, silver, copper and iron. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us. There are no assurances
that we will be able to obtain additional financing on terms satisfactory to
us.

Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business will fail.

We were incorporated on April 25, 2007 and to date have been
involved primarily in organizational activities, and the acquisition of a
mineral property, which has since lapsed. We have not earned any revenues as of
the date of this report. The likelihood of success must be considered in light
of the problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Prior to completion of our
exploration stage, we anticipate that we will incur increased operating expenses
without realizing any revenues. We expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from development and production of minerals from a claim, we will not
be able to earn profits or continue operations. There is no history upon which
to base any assumption as to the likelihood that we will prove successful, and
it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.

5

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Even if we discover proven reserves of precious metals on a
mineral property, we may not be able to successfully commence commercial
production.

If an exploration program is successful in discovering proven
reserves on a mineral property, we will require additional funds in order to
place the mineral property into commercial production. The expenditures to be
made by us in the exploration of a mineral property in all probability will be
lost as it is an extremely remote possibility that the mineral claim will
contain proven reserves. The funds required for commercial mineral production
can range from several million to hundreds of millions. We currently do not have
sufficient funds to place a mineral property into commercial production.
Obtaining additional financing would be subject to a number of factors,
including the market prices for gold, silver, copper and iron, and the costs of
exploring for or mining these materials. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us. Because
we will need additional financing to fund our exploration activities, there is
substantial doubt about our ability to continue as a going concern. At this
time, there is a risk that we will not be able to obtain such financing as and
when needed.

Because we anticipate that our operating expenses will
increase prior to our earning revenues, we may never achieve
profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate revenues from the exploration of a
mineral property, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will generate any revenues or ever achieve profitability. If we are unsuccessful
in addressing these risks, our business will most likely fail.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards and
risks normally incident to exploring for and developing mineral properties. As a
result, we may become subject to liability for such hazards, including
pollution, cave-ins, unusual or unexpected geological formations, environmental
pollution, personal injuries, flooding, changes in technology or mining
techniques, periodic interruptions, industrial accidents, and other hazards
against which we cannot insure or against which we may elect not to insure. At
the present time we have no coverage to insure against these hazards and have no
plans to insure against these hazards. The payment of such liabilities may have
a material adverse effect on our financial position.

If we receive positive results from an exploration program
and we decide to pursue commercial production, we may be subject to an
environmental review process that may delay or prohibit commercial
production.

If we enter the production phase, the cost of complying with
permit and regulatory environment laws will be greater because the impact on the
project area is greater. Permits and regulations will control all aspects of the
production program if the project continues to that stage. Examples of
regulatory requirements include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be remediated;
and                
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

6

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There is the possibility that we would not be able to proceed
with commercial production upon completion of the environmental review process
if government authorities did not approve our mine or if the costs of compliance
with government regulation adversely affected the commercial viability of the
proposed mine.

Because our sole executive officer does not have formal
training specific to the technicalities of mineral exploration, there is a
higher risk that our business will fail.

Kerry J. McCullagh, our sole executive officer and sole
director, does not have any formal training as geologists or in the technical
aspects of management of a mineral exploration company. With no direct training
in these areas, our management may not be fully aware of the specific technical
requirements related to working within this industry. Although Mr. McCullagh has
some extensive business experience with exploration companies, his decisions and
choices may not take into account standard exploration or managerial approaches
mineral exploration companies commonly use. Consequently, our operations and
ultimate financial success could suffer irreparable harm due to managements
lack of technical know-how in this industry.

We are highly dependent on our senior management. The loss
of our sole executive officer could hinder our ability to pursue our stated plan
of operation and obtain debt or equity financing, if and when required.

We believe that our continued success depends to a significant
extent upon the efforts and abilities of our senior management and in particular
Kerry J. McCullagh, our sole executive officer and director. Mr. McCullagh has
worked in the mining exploration industry for over 20 years. We believe that the
loss of Mr. McCullagh's business and management experience could hinder our
ability to pursue our stated plan of operation and obtain debt or equity
financing, if and when required.

Because our sole executive officer has only agreed to
provide his services on a part-time basis, he may not be able or willing to
devote a sufficient amount of time to our business operations, which may cause
our business to fail.

Kerry J. McCullagh, our sole executive officer and director, is
also a principal of Polar Capital Corp., now a private British Columbia
consulting company providing management and administrative services to mining
exploration companies. Because we are in the early stages of our business, Mr.
McCullagh devotes approximately 10 hours per week to our affairs. If the demands
of our business require the full business time of Mr. McCullagh, he is prepared
to adjust his timetable to devote up to 20 hours a week. However, Mr. McCullagh
may not be able to devote sufficient time to the management of our business, as
and when needed. It is possible that the demands of Mr. McCullagh's other
business interests will increase with the result that he would no longer be able
to devote sufficient time to the management of our business. Competing demands
on Mr. McCullagh's time may lead to a divergence between his interests and the
interests of other shareholders.

Because our sole executive officer and sole director owns
49% of our outstanding common stock, investors may find that corporate decisions
influenced by Mr. McCullagh are inconsistent with the best interests of other
stockholders.

Kerry J. McCullagh, our sole executive officer and sole
director, controls 49% of the issued and outstanding shares of our common stock.
Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr.
McCullagh is able to control who is elected to our board of directors and thus
could act, or could have the power to act, as our management. The interests of
Mr. McCullagh may not be, at all times, the same as those of other shareholders.
Since Mr. McCullagh is not simply a passive investor but is also one of our
active executives, his interests as an executive may, at times, be adverse to
those of passive investors. Where those conflicts exist, our shareholders will
be dependent upon Mr. McCullagh exercising, in a manner fair to all of our
shareholders, his fiduciary duties as an officer or as a member of our board of
directors. Also, Mr. McCullagh will have the ability to significantly influence
the outcome of most corporate actions requiring shareholder approval, including
the merger of our company with or into another company, the sale of all or
substantially all of our assets and amendments to our Articles of Incorporation.
This concentration of

7

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ownership with Mr. McCullagh may also have the effect of
delaying, deferring or preventing a change in control of Contact which may be
disadvantageous to minority shareholders.

Because our stock is a penny stock, shareholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation
system.

Because our securities constitute penny stocks within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the trading price of our common
stock is less than $5.00 per share, the common stock will be subject to rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the brokers or dealers duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

|ITEM 2. | PROPERTIES.
|------- | -----------

We maintain our corporate office at Suite 206, 475 Howe Street,
Vancouver, BC, Canada V6C 2B3. Our office space is currently provided to us free
of charge by our sole executive officer and director. We recognize donated rent
of $500 per month for the office space.

8

---

Until recently, we held an option to acquire a 100% interest in
the Triune Property. On October 28, 2008, we determined that we would not
proceed with our interest in the Triune Property. As such, we did not make the
first option payment of $10,000, which caused our interest in the Triune
Property to lapse.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

We are not a party to any other legal proceedings and, to our
knowledge, no other legal proceedings are pending, threatened or
contemplated.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------- | ----------------------------------------------------------

No matters were submitted to our security holders during the
fourth quarter of our fiscal year ended July 31, 2008.

9

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PART II

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

MARKET INFORMATION

Our shares of common stock commenced trading on the OTC
Bulletin Board under the symbol CMIZ on April 9, 2008. The high and the low
prices for our shares for each quarter of our last two fiscal quarters of actual
trading were:

Quarter Ended
    High
    LowJuly 31, 2008
    $1.10
    $0.00April 30, 2008
    $0.00
    $0.00


The high and low bid price information provided above was
obtained from the OTC Bulletin Board. The market quotations provided reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and
secondary trading; (b) contains a description of the broker's or dealer's duties
to the customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of securities laws;
(c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the
bid and ask price; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains such other
information and in such form as the SEC shall require by rule or regulation. The
broker-dealer also must, prior to effecting any transaction in a penny stock,
provide the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock that is not otherwise
exempt from those rules, the broker-dealer must: (a) make a special written
determination that the penny stock is a suitable investment for the purchaser
and (b) receive from the purchaser his or her written acknowledgement of receipt
of the determination and a written agreement to the transaction.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock and therefore
stockholders may have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

As of September 30, 2008, we had twenty six (26) registered
shareholders and 7,140,000 shares of our common stock issued and outstanding. We
believe that a large number of stockholders hold stock on deposit with their
brokers or investment bankers registered in the name of stock depositories.

10

---

DIVIDENDS

We have neither declared nor paid any cash dividends on our
capital stock since our inception and do not contemplate paying cash dividends
in the foreseeable future. It is anticipated that earnings, if any, will be
retained for the operation of our business. Our board of directors will
determine future dividend declarations and payments, if any, in light of the
then-current conditions they deem relevant and in accordance with the Nevada
Revised Statutes.

There are no restrictions in our articles of incorporation or
in our bylaws which prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where, after giving
effect to the distribution of a dividend:

|(a) | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                          
|(b) | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving
      distributions.

RECENT SALES OF UNREGISTERED SECURITIES

None.

|ITEM 7. | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION
      ANDRESULTS OF OPERATIONS.
|------- | -------------------------------------------------------------------------------------------------

PLAN OF OPERATION

Until recently, we had an option to acquire a 100% interest in
the Triune Property. On October 28, 2008, we determined that we would not
proceed with our interest in the Triune Property. As such, we did not make the
first option payment of $10,000, which caused our interest in the Triune
Property to lapse.

As a result, our plan of operation for the next twelve months
is to identify and acquire an interest in alternate mineral properties on which
we will carry out exploration activities. We are unable to provide an estimate
of our exact financial needs for the next twelve months. However, as at July 31,
2008, we had cash on hand of $21,336 and a working capital deficit of $53,647.
As such, we will require substantial additional financing in the near future in
order to meet our current obligations and to continue our operations. In
addition, in the event that we are successful in identifying an alternative
mineral property, of which there is no assurance, we anticipate that we will
need to obtain additional financing in order to pursue an exploration program.

Currently, we do not have any financing arrangements in place
and there are no assurances that we will be able to obtain sufficient financing
on terms acceptable to us, if at all.

RESULTS OF OPERATIONS

Summary of Year End Results

|         |   |               |   |   | From Inception on |   |  | Percentage | 
|-------- | - | ------------- | - | - | ----------------- | - |  | ---------- | 
|         |   | Year Ended    |   |   | April 25, 2007 to |   |  | Increase / | 
|         |   | July 31, 2008 |   |   | July 31, 2007     |   |  | (Decrease) | 
|Revenue  | $ | --            |   | $ | --                |   |  | n/a        | 
|Expenses |   | (123,852      | ) |   | (18,676           | ) |  | 563.2%     | 
|Net Loss | $ | (123,852      | ) | $ | (18,676           | ) |  | 563.2%     | 

11

---

Revenues

We have not earned any revenue since inception. We do not
anticipate earning revenues until such time as we enter into commercial
production of a mineral property. We are presently in the exploration stage of
our business and we can provide no assurance that we will discover proven
reserves on a mineral property, or if such deposits are discovered, that we will
enter into further exploration programs.

Operating Expenses

The major components of our expenses for the year ended July
31, 2008 and the period from inception to July 31, 2007 are outlined in the
table below:

|                                     |   |               |  |   | From Inception on |  |  | Percentage | 
|------------------------------------ | - | ------------- |  | - | ----------------- |  |  | ---------- | 
|                                     |   | Year Ended    |  |   | April 25, 2007 to |  |  | Increase / | 
|                                     |   | July 31, 2008 |  |   | July 31, 2007     |  |  | (Decrease) | 
|General and Administrative           | $ | 14,346        |  | $ | 764               |  |  | 1,777.7%   | 
|Management Fees                      |   | 12,000        |  |   | 3,000             |  |  | 300%       | 
|Impairment of Mineral Property Costs |   | 2,500         |  |   | 2,500             |  |  | n/a        | 
|Mineral Property Costs               |   | 13,929        |  |   | 653               |  |  | 2,033.1%   | 
|Professional Services                |   | 75,077        |  |   | 10,259            |  |  | 631.8%     | 
|Rent                                 |   | 6,000         |  |   | 1,500             |  |  | 300%       | 
|Total Operating Expenses             | $ | 123,852       |  | $ | 18,676            |  |  | 547.2%     | 

The increases in expenses are primarily a result of the
increase in accounting and legal fees. The majority of the amounts spent by us
on accounting and legal fees are amounts paid in connection with preparing and
filing our Registration Statement on Form SB-2 under the Securities Act, and
meeting our ongoing reporting obligations under the Exchange Act.

Impairment of mineral property costs consists of payments made
to Mr. William McCullagh under the Property Option Agreement.

We do not currently pay any management fees to our sole
executive officer and director or any rent for use of our office. During the
year ended July 31, 2008, we recognized a total of $12,000 for donated
management fees and $6,000 for donated rent provided by our sole executive
officer and director.

We anticipate that our expenses will increase significantly if
we are able to identify and acquire an alternative mineral property and pursue
an exploration program on a mineral property. However, there are no assurances
that we will be able to identify and acquire an alternative mineral
property.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                                |   |               |   |   |                        |  
|--------------------------------------------------------- | - | ------------- | - | - | ---------------------- | -
|                                                          |   |               |   |   | From Inception on      |  
|                                                          |   | Year Ended    |   |   | April 25, 2007 to July |  
|                                                          |   | July 31, 2008 |   |   | 31, 2007               |  
|Net Cash (Used In) Provided By Operating
      Activities | $ | (59,631       | ) | $ | 18,467                 |  
|Net Cash Used In Investing Activities                     |   | --            |   |   | (2,500                 | )
|Net Cash Provided By Financing Activities                 |   | 4,750         |   |   | 60,250                 |  
|Net Increase (Decrease) in Cash During Period             | $ | (54,881       | ) | $ | 76,217                 |  

12

---

|Working Capital                   |   |                  |   |   |                  |   |  |                       |  
|--------------------------------- | - | ---------------- | - | - | ---------------- | - |  | --------------------- | -
|                                  |   |                  |   |   |                  |   |  | Percentage            |  
|                                  |   | At July 31, 2008 |   |   | At July 31, 2007 |   |  | Increase / (Decrease) |  
|Current Assets                    | $ | 21,336           |   | $ | 76,217           |   |  | (72%                  | )
|Current Liabilities               |   | (74,983          | ) |   | (28,762          | ) |  | 160.7%                |  
|Working Capital Surplus (Deficit) | $ | (53,647          | ) | $ | 47,455           |   |  | (213%                 | )

We had cash on hand of $21,336 and a working capital deficit of
$53,647 as of July 31, 2008 compared to a working capital surplus of $47,455 as
of July 31, 2007. Our working capital deficit increased as a result of the fact
that we had no revenues during the period and that amounts due to related party
increased due to expenses incurred on our behalf by our sole executive officer
and director.

Our ability to identify and acquire an alternative mineral
property is dependent upon our ability to obtain additional financing in the
near term. We anticipate that such funding will be in the form of equity
financing from sales of our common stock. However, there is no assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund our business plan should we decide to proceed. We believe that debt
financing will not be an alternative for funding the acquisition of an
alternative mineral property or the exploration of a mineral property. The risky
nature of this enterprise and lack of tangible assets places debt financing
beyond the credit-worthiness required by most banks or typical investors of
corporate debt until such time as an economically viable mine can be
demonstrated. We do not have any arrangements in place for any future equity
financing.

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 2 to the audited financial statements included in this Annual
Report.

Mineral Property Costs

The Company is primarily engaged in the acquisition,
exploration and development of mineral properties. Mineral property acquisition
costs are capitalized in accordance with EITF 04-2 Whether Mineral Rights
Are Tangible or Intangible Assets when management has determined that
probable future benefits consisting of a contribution to future cash inflows
have been identified and adequate financial resources are available or are
expected to be available as required to meet the terms of property acquisition
and budgeted exploration and development expenditures. Mineral property
acquisition costs are expensed as incurred if the criteria for

13

---

capitalization are not met. In the event that a mineral
property is acquired through the issuance of the Companys shares, the mineral
property will be recorded at the fair value of the respective property or the
fair value of common shares, whichever is more readily determinable.

When mineral properties are acquired under option agreements
with future acquisition payments to be made at the sole discretion of the
Company, those future payments, whether in cash or shares, are recorded only
when the Company has made or is obliged to make the payment or issue the shares.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves and pre
feasibility, the costs incurred to develop such property are capitalized.

Donated Capital

In accordance with Statement of Financial
Accounting Standards No. 116 (SFAS 116), Accounting forContributions Received
and Contributions Made,we reflect donated capital, such as outright gifts to us
byway of donated management services provided, in the
Statement of Operations. Donated managementservices are recognized if the
services received (a) create or enhance non-financial assets, or (b)
requirespecialized skills, are provided by
individuals possessing these skills, and would typically need to bepurchased if
not provided by
donation.

14

---

|ITEM 8. | FINANCIAL STATEMENTS AND SUPLEMENTARY
      DATA.
|------- | -------------------------------------------------

Audited Financial Statements, including:

| | 1. | Report of Independent
        Registered Public Accounting Firm;                                                                                                                                                       
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                        
| | 2. | Balance Sheets as
        at July 31, 2008 and 2007;                                                                                                                                                                   
| |    |                                                                                                                                                                                                                        
| | 3. | Statements of Operations
        for the year ended July 31, 2008, for the period from inception on April
        25, 2007 to July 31, 2007, and accumulated from inception on April 25,
        2007 to July 31, 2008;
| |    |                                                                                                                                                                                                                        
| | 4. | Statements of Cash
        Flows for the year ended July 31, 2008 and for the period from inception
        on April 25, 2007 to July 31, 2007;                                                                        
| |    |                                                                                                                                                                                                                        
| | 5. | Statement of Stockholders
        Deficit for the period from inception through July 31, 2008; and                                                                                                                    
| |    |                                                                                                                                                                                                                        
| | 6. | Notes to the Financial
        Statements.                                                                                                                                                                             

15

---

Contact Minerals Corp.
  (An Exploration Stage Company)

July 31, 2008

|                                                              | Index
|------------------------------------------------------------- | -----
|Report of Independent Registered
      Public Accounting Firm | F1  
|Balance Sheets                                                | F2  
|Statements of Operations                                      | F3  
|Statements of Cash Flows                                      | F4  
|Statement of Stockholders
      Equity (Deficit)             | F5  
|Notes to the Financial Statements                             | F6  

---



Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of 
  Contact Minerals Corp. 
  (An Exploration Stage Company)

We have audited the accompanying balance sheets of Contact Minerals
  Corp. (An Exploration Stage Company) as of July 31, 2008 and 2007, and the related
  statement of operations, cash flows and stockholders' equity (deficit) for the
  years then ended and accumulated for the period from April 25, 2007 (Date of
  Inception) to July 31, 2008. 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 the audits to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. The Company is not required to have, nor were we
  engaged to perform, an audit of its internal control over financial reporting.
  An audit includes 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 internal
  control over financial reporting. Accordingly, we express no such opinion. 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 Contact Minerals
  Corp. (An Exploration Stage Company) as of July 31, 2008 and 2007, and the results
  of its operations and its cash flows for the years then ended and accumulated
  for the period from April 25, 2007 (Date of Inception) to July 31, 2008 in conformity
  with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has not generated any revenues and has incurred
  operating losses since inception. These factors raise substantial doubt about
  the Companys ability to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

/s/ “Manning Elliott LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

October 27, 2008

F-1

---

|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   

|                                                           |  | July 31, |   |  | July 31, |  
|---------------------------------------------------------- |  | -------- | - |  | -------- | -
|                                                           |  | 2008     |   |  | 2007     |  
|                                                           |  | $        |   |  | $        |  
|                                                           |  |          |   |  |          |  
|ASSETS                                                     |  |          |   |  |          |  
|Current Assets                                             |  |          |   |  |          |  
|Cash                                                       |  | 21,336   |   |  | 76,217   |  
|Total Assets                                               |  | 21,336   |   |  | 76,217   |  
|                                                           |  |          |   |  |          |  
|LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY             |  |          |   |  |          |  
|Current Liabilities                                        |  |          |   |  |          |  
|Accounts payable                                           |  | 547      |   |  | 93       |  
|Accrued liabilities                                        |  | 4,360    |   |  | 9,913    |  
|Due to related party (Note 4(b))                           |  | 70,076   |   |  | 18,756   |  
|Total Liabilities                                          |  | 74,983   |   |  | 28,762   |  
|Contingencies and Commitments (Notes 1 and 3)              |  |          |   |  |          |  
|Stockholders (Deficit) Equity                             |  |          |   |  |          |  
|Preferred Stock                                            |  |          |   |  |          |  
|Authorized: 15,000,000
      shares, par value $0.001      |  |          |   |  |          |  
|None issued and outstanding                                |  |         |   |  |         |  
|Common Stock                                               |  |          |   |  |          |  
|Authorized: 150,000,000 shares,
      par value $0.001     |  |          |   |  |          |  
|Issued and outstanding:
      7,140,000 shares             |  | 7,140    |   |  | 7,140    |  
|Additional Paid-in Capital                                 |  | 57,860   |   |  | 57,860   |  
|Stock Subscriptions
      Receivable                       |  |         |   |  | (4,750   | )
|Donated Capital (Note 4(a))                                |  | 23,881   |   |  | 5,881    |  
|Deficit Accumulated During the
      Exploration Stage     |  | (142,528 | ) |  | (18,676  | )
|Total Stockholders
      (Deficit) Equity                 |  | (53,647  | ) |  | 47,455   |  
|Total Liabilities and Stockholders (Deficit)
      Equity |  | 21,336   |   |  | 76,217   |  

(The accompanying notes are an integral part of these financial
  statements) 
  F-2

---

|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in U.S. dollars)   

|                                             |  | Accumulated from    |   |  |            |   |  | From                |  
|-------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ------------------- | -
|                                             |  | April 25, 2007      |   |  | For the    |   |  | April 25, 2007      |  
|                                             |  | (date of inception) |   |  | Year Ended |   |  | (Date of Inception) |  
|                                             |  | To July 31,         |   |  | July 31,   |   |  | To July 31,         |  
|                                             |  | 2008                |   |  | 2008       |   |  | 2007                |  
|                                             |  |                     |   |  |            |   |  | $                   |  
|                                             |  |                     |   |  |            |   |  |                     |  
|Revenue                                      |  |                    |   |  |           |   |  |                    |  
|                                             |  |                     |   |  |            |   |  |                     |  
|                                             |  |                     |   |  |            |   |  |                     |  
|Expenses                                     |  |                     |   |  |            |   |  |                     |  
|                                             |  |                     |   |  |            |   |  |                     |  
|General and administrative                   |  | 15,110              |   |  | 14,346     |   |  | 764                 |  
|Management fees (Note 4(a))                  |  | 15,000              |   |  | 12,000     |   |  | 3,000               |  
|Impairment of mineral property costs         |  | 5,000               |   |  | 2,500      |   |  | 2,500               |  
|Mineral property costs                       |  | 14,582              |   |  | 13,929     |   |  | 653                 |  
|Professional services                        |  | 85,336              |   |  | 75,077     |   |  | 10,259              |  
|Rent (Note 4(a))                             |  | 7,500               |   |  | 6,000      |   |  | 1,500               |  
|                                             |  |                     |   |  |            |   |  |                     |  
|Total Expenses                               |  | 142,528             |   |  | 123,852    |   |  | 18,676              |  
|                                             |  |                     |   |  |            |   |  |                     |  
|Net Loss                                     |  | (142,528            | ) |  | (123,852   | ) |  | (18,676             | )
|                                             |  |                     |   |  |            |   |  |                     |  
|                                             |  |                     |   |  |            |   |  |                     |  
|Net Loss Per Share
       Basic and Diluted |  |                    |   |  | (0.02      | ) |  | (0.01               | )
|                                             |  |                     |   |  |            |   |  |                     |  
|Weighted Average Shares
      Outstanding    |  |                    |   |  | 7,140,000  |   |  | 1,888,000           |  

(The accompanying notes are an integral part of these financial
  statements)
  F-3

---

|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. dollars)   

|                                                          |  | Accumulated         |   |  |            |   |  | From                |  
|--------------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ------------------- | -
|                                                          |  | From April 25, 2007 |   |  | For the    |   |  | April 25, 2007      |  
|                                                          |  | (Date of Inception) |   |  | Year Ended |   |  | (Date of Inception) |  
|                                                          |  | To July 31,         |   |  | July 31,   |   |  | To July 31,         |  
|                                                          |  | 2008                |   |  | 2008       |   |  | 2007                |  
|                                                          |  | $                   |   |  | $          |   |  | $                   |  
|Operating Activities                                      |  |                     |   |  |            |   |  |                     |  
|Net loss for the period                                   |  | (142,528            | ) |  | (123,852   | ) |  | (18,676             | )
|Adjustments to reconcile net loss
      to net cash used  |  |                     |   |  |            |   |  |                     |  
|in operating activities:                                  |  |                     |   |  |            |   |  |                     |  
|Donated expenses                                          |  | 23,881              |   |  | 18,000     |   |  | 5,881               |  
|Impairment of mineral property costs                      |  | 5,000               |   |  | 2,500      |   |  | 2,500               |  
|Changes in operating
      assets and liabilities:        |  |                     |   |  |            |   |  |                     |  
|Accounts payable and accrued liabilities                  |  | 2,407               |   |  | (7,599     | ) |  | 10,006              |  
|Due to related parties                                    |  | 70,076              |   |  | 51,320     |   |  | 18,756              |  
|Net Cash (Used in)
      Provided by Operating Activities |  | (41,164             | ) |  | (59,631    | ) |  | 18,467              |  
|Investing Activities                                      |  |                     |   |  |            |   |  |                     |  
|Acquisition
      of mineral property claims              |  | (2,500              | ) |  |           |   |  | (2,500              | )
|Net Cash Used in Investing Activities                     |  | (2,500              | ) |  |           |   |  | (2,500              | )
|Financing Activities                                      |  |                     |   |  |            |   |  |                     |  
|Proceeds from issuance of common stock                    |  | 65,000              |   |  | 4,750      |   |  | 60,250              |  
|Net Cash Provided
      by Financing Activities           |  | 65,000              |   |  | 4,750      |   |  | 60,250              |  
|Increase (decrease) in Cash                               |  | 21,336              |   |  | (54,881    | ) |  | 76,217              |  
|Cash  Beginning
      of Period                          |  |                    |   |  | 76,217     |   |  |                    |  
|Cash  End of Period                                      |  | 21,336              |   |  | 21,336     |   |  | 76,217              |  
|                                                          |  |                     |   |  |            |   |  |                     |  
|Supplemental Disclosures:                                 |  |                     |   |  |            |   |  |                     |  
|Interest paid                                             |  |                    |   |  |           |   |  |                    |  
|Income taxes paid                                         |  |                    |   |  |           |   |  |                    |  

(The accompanying notes are an integral part of these financial
  statements) 
  F-4

---

|Contact Minerals Corp.            
|----------------------------------
|(An Exploration Stage Company)    
|Statement of Stockholders Deficit
|(Expressed in U.S. dollars)       

|                                 |  |           |  |  |        |  |  |            |  |  |               |   |  |         |  |  | Deficit     |   |  |          |  
|-------------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ------------- | - |  | ------- |  |  | ----------- | - |  | -------- | -
|                                 |  |           |  |  |        |  |  |            |  |  |               |   |  |         |  |  | Accumulated |   |  |          |  
|                                 |  |           |  |  |        |  |  | Additional |  |  | Stock         |   |  |         |  |  | During the  |   |  |          |  
|                                 |  |           |  |  | Common |  |  | Paid-In    |  |  | Subscriptions |   |  | Donated |  |  | Exploration |   |  |          |  
|                                 |  | Shares    |  |  | Stock  |  |  | Capital    |  |  | Receivable    |   |  | Capital |  |  | Stage       |   |  | Total    |  
|                                 |  | #         |  |  | $      |  |  | $          |  |  | $             |   |  | $       |  |  | $           |   |  | $        |  
|Balance  April 25, 2007         |  |           |  |  |        |  |  |            |  |  |               |   |  |         |  |  |             |   |  |          |  
|(Date of Inception)              |  |          |  |  |       |  |  |           |  |  |              |   |  |        |  |  |            |   |  |         |  
|Shares issued for cash at $0.001 |  |           |  |  |        |  |  |            |  |  |               |   |  |         |  |  |             |   |  |          |  
|per share                        |  | 4,000,000 |  |  | 4,000  |  |  |           |  |  |              |   |  |        |  |  |            |   |  | 4,000    |  
|Shares issued for cash at $0.01  |  |           |  |  |        |  |  |            |  |  |               |   |  |         |  |  |             |   |  |          |  
|per share                        |  | 2,400,000 |  |  | 2,400  |  |  | 21,600     |  |  | (1,000        | ) |  |        |  |  |            |   |  | 23,000   |  
|Shares issued for cash at $0.05  |  |           |  |  |        |  |  |            |  |  |               |   |  |         |  |  |             |   |  |          |  
|per share                        |  | 740,000   |  |  | 740    |  |  | 36,260     |  |  | (3,750        | ) |  |        |  |  |            |   |  | 33,250   |  
|Donated services                 |  |          |  |  |       |  |  |           |  |  |              |   |  | 5,881   |  |  |            |   |  | 5,881    |  
|Net loss for the period          |  |          |  |  |       |  |  |           |  |  |              |   |  |        |  |  | (18,676     | ) |  | (18,676  | )
|Balance  July 31, 2007          |  | 7,140,000 |  |  | 7,140  |  |  | 57,860     |  |  | (4,750        | ) |  | 5,881   |  |  | (18,676     | ) |  | 47,455   |  
|Subscription Received            |  |          |  |  |       |  |  |           |  |  | 4,750         |   |  |        |  |  |            |   |  | 4,750    |  
|Donated services                 |  |          |  |  |       |  |  |           |  |  |              |   |  | 18,000  |  |  |            |   |  | 18,000   |  
|Net loss for the year            |  |          |  |  |       |  |  |           |  |  |              |   |  |        |  |  | (123,852    | ) |  | (123,852 | )
|Balance  July 31, 2008          |  | 7,140,000 |  |  | 7,140  |  |  | 57,860     |  |  |              |   |  | 23,881  |  |  | (142,528    | ) |  | (53,647  | )

(The accompanying notes are an integral part of these financial
  statements) 
  F-5

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      

|1. | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Contact Minerals Corp. (the Company)
        was incorporated in the State of Nevada on April 25, 2007. The Company
        is an Exploration Stage Company, as defined by Statement of Financial
        Accounting Standard (SFAS) No.7 Accounting and Reporting
        by Development Stage Enterprises. The Companys principal
        business is the acquisition and exploration of mineral resources. The
        Company has not presently determined whether its properties contain mineral
        reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These financial statements have been prepared
        on a going concern basis, which implies the Company will continue to realize
        its assets and discharge its liabilities in the normal course of business.
        The Company has never generated revenue and has never paid any dividends
        and is unlikely to pay dividends or generate earnings in the immediate
        or foreseeable future. The continuation of the Company as a going concern
        is dependent upon the continued financial support from its shareholders,
        the ability of the Company to obtain necessary equity financing to continue
        operations and to determine the existence, discovery and successful exploitation
        of economically recoverable reserves in its resource properties, confirmation
        of the Companys interests in the underlying properties, and the
        attainment of profitable operations. As at July 31, 2008 the Company has
        a working capital deficiency of $53,647 and has accumulated losses of
        $142,528 since inception. These financial statements do not include any
        adjustments to the recoverability and classification of recorded asset
        amounts and classification of liabilities that might be necessary should
        the Company be unable to continue as a going concern. These factors raise
        substantial doubt regarding the Companys ability to continue as
        a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On October 1, 2007, the Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission, which was declared effective on October 22, 2007, to register 3,640,000 shares of common stock for resale by existing shareholders of the Company at $0.20 per share until the shares are quoted on the OTC Bulletin Board (“OTCBB”), and thereafter at prevailing market prices. The Company will not receive any proceeds from the resale of shares of common stock by the selling stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-6

---

|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | e)                                                            
|   |                                                               
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|   | f)                                                            
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|   | h)                                                            
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|   | i)                                                            
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|   | j)                                                            
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F-7

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | k)                                                            
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|   | l)                                                            
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F-8

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      

|2. | Summary of Significant Accounting Policies
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On June 30, 2007, the Company entered into a property option agreement with a relative of the President of the Company whereby the Company has the option to acquire a 100% interest in and to six mineral claims located in the Revelstoke Mining District in the Province of British Columbia by payment of $2,500 (paid) upon signing the contract,  $2,500 (paid) within 10 days of the Company being listed for trading on the OTCBB, $10,000 on the first anniversary of this agreement and $10,000 on the second anniversary of this agreement.  The Company’s shares became quoted on the OTCBB on April 9, 2008. The Company must also pay 1% Net Smelter Returns Royalty upon commencement of commercial production to a maximum of $1,000,000.  During the year ended July 31, 2008, the Company incurred a total of $13,929 for mineral property costs. During the period ended July 31, 2007, the Company impaired the $2,500 acquisition costs of the mineral properties as future benefits cannot be determined. The agreement was amended on June 30, 2008 to extend the due date of the first $10,000 option payment to October 28, 2008. Refer to Note 7.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-9

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      

|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Income Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company accounts for income taxes under
        SFAS No. 109, "Accounting for Income Taxes." Deferred income tax
        assets and liabilities are determined based upon differences between financial
        reporting and tax bases of assets and liabilities and are measured using
        the enacted tax rates and laws that will be in effect when the differences
        are expected to reverse. Income tax expense differs from the amount that
        would result from applying the U.S federal and state income tax rates
        to earnings before income taxes. The Company has a net operating loss
        carryforward of approximately $113,600 available to offset taxable income
        in future years which expires in fiscal 2028. Pursuant to SFAS 109, the
        potential benefit of the net operating loss carryforward has not been
        recognized in the financial statements since the Company cannot be assured
        that it is more likely than not that such benefit will be utilized in
        future years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company is subject to United States federal
        and state income taxes at an approximate rate of 35%. The reconciliation
        of the provision for income taxes at the United States federal statutory
        rate compared to the Companys income tax expense as reported is
        as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                                       |  | July 31, |   |  | July 31, |  
| | ------------------------------------- |  | -------- | - |  | -------- | -
| |                                       |  | 2008     |   |  | 2007     |  
| |                                       |  | $        |   |  | $        |  
| | Income tax recovery at statutory rate |  | (43,350  | ) |  | (6,540   | )
| | Permanent differences                 |  | 7,190    |   |  | 2,940    |  
| | Valuation allowance change            |  | 36,160   |   |  | 3,600    |  
| | Provision for income
      taxes      |  |         |   |  |         |  

Deferred income taxes reflect the net
  tax effects of temporary differences between the carrying amounts of assets
  and liabilities for financial reporting purposes and the amounts used for income
  tax purposes. Deferred income taxes arise from temporary differences in the
  recognition of income and expenses for financial reporting and tax purposes.
  The significant components of deferred income tax assets and liabilities at
  July 31, 2008 are as follows:

| |                                 |  | July 31, |   |  | July 31, |  
| | ------------------------------- |  | -------- | - |  | -------- | -
| |                                 |  | 2008     |   |  | 2007     |  
| |                                 |  | $        |   |  | $        |  
| | Net operating loss carryforward |  | 39,760   |   |  | 3,600    |  
| | Valuation allowance             |  | (39,760  | ) |  | (3,600   | )
| | Net deferred income tax asset   |  |         |   |  |         |  

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at July 31, 2008 and 2007 are as follows:

|7. | Subsequent Event                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                     
|   | The Company did not make the required $10,000 option
        payment due on October 28, 2008, and accordingly, caused the mineral property
        option to lapse. Refer to Note 3.

F-10

---

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|------- | -------------------------------------------------------------------------------------------

None.

|ITEM 9AT. | CONTROLS AND PROCEDURES.
|--------- | ------------------------

**Internal Controls over Financial Reporting**

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2008 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2008, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

| | 1. | Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of July 31, 2008, the Company did not have an audit committee nor a code of ethics. There is no policy on fraud. A whistleblower policy is not necessary given the small size of the organization.                                                                                                                                                                                                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 2. | Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 3. | There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                

Management is currently evaluating remediation plans for the above control deficiencies.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2008 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Manning Elliott LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of July 31, 2008.

16

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**Changes in Internal Controls**

During the period ended July 31, 2008 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------

Adoption of Code Of Ethics

On October 28, 2008, we adopted a Code of Ethics applicable to
our Chief Executive Officer, Chief Financial Officer, Corporate Controller and
certain other finance executives, which is a code of ethics as defined by
applicable rules of the SEC. Each director and officer of the Corporation must
comply with the letter and spirit of the Code of Ethics. This purpose of the
Code of Ethics is to:

|1. | focus the Board of Directors and each director and
      officer on areas of ethical risk;
|-- | ------------------------------------------------------------------------------------------
|2. | provide guidance to directors to help them recognize and
      deal with ethical issues;  
|3. | provide mechanisms to report unethical conduct;
  and                                     
|4. | help foster a culture of honesty and
    accountability.                                  

Our Code of Ethics is attached as an exhibit to this Annual
Report on Form 10-K for the year ended July 31, 2008.

Adoption of Audit Committee Charter

On October 28, 2008, we adopted an Audit Committee Charter
which provides appropriate guidance to audit committee members as to their
duties. The audit committee functions are performed by our Board of Directors.
Our audit committee is responsible for:

|1. | selection and oversight of our independent
    accountant;                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|2. | establishing procedures for the receipt, retention and
      treatment of complaints regarding accounting, internal controls and audit
      matters;
|3. | establishing procedures for the confidential, anonymous
      submission by our employees of concerns regarding accounting and audit
      methods;  
|4. | engaging outside advisors; and                                                                                                                       
|5. | funding for the outside auditor and any outside advisors
      engaged by the audit committee.                                                       

Our Audit Committee Charter is attached as an exhibit to this
Annual Report on Form 10-K for the year ended July 31, 2008.

17

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PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.
|-------- | -------------------------------------------------------------

The following table sets forth the name and positions of our
sole executive officer and director as of the date hereof.

Name
    Age
    PositionsKerry J. McCullagh
    51
    President, Secretary, Treasurer, CEO, CFO and Sole Director


Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Kerry J. McCullaghhas been our President, Secretary,
Treasurer, Chief Executive Officer, Chief Financial Officer, and the sole member
of our Board of Directors since our inception on April 25, 2007. Mr. McCullagh
has been involved in the mineral exploration industry for more than twenty years
though he has no formal professional training or technical credentials in the
exploration, development and/or operations of metal mines.

Mr. McCullagh has participated in production gold mining,
extensive exploration programs including preliminary sampling, trenching, as
well as diamond drilling programs in both North and Central America. For the
past 5 years, he has been self-employed. Mr. McCullagh is also the principal and
sole shareholder of Polar Capital Corp., a private consulting British Columbia
company that provides management and administrative services to other mining
exploration companies. He is not currently an officer or director of any other
publicly listed company.

Mr. McCullagh was the President and Director of Imperial
Consolidated Capital, a Nevada corporation that filed a Form 10-SB Registration
Statement to become a reporting company under the Exchange Act. Imperial
subsequently filed a Withdrawal of its Form 10-SB Registration Statement and
filed a Form 15 Notice of Termination of Registration on July 12, 2006. Our
former mineral property, the Triune Property was also the sole asset of Imperial
Consolidated Capital.

During our early stages of business development, our President
devotes approximately 10 hours per week of his time to our business. If,
however, the demands of our business require more business time, such as raising
additional capital or addressing unforeseen issues with regard to our plan of
operation, he is prepared to adjust his timetable to devote up to 20 hours a
week on our business in furtherance of our plan of operation. However, Mr. Kerry
J. McCullagh may not be able to devote sufficient time to the management of our
business, as and when needed.

Terms of Office

Members of our board of directors are appointed to hold office
until the next annual meeting of our stockholders or until his or her successor
is elected and qualified, or until they resign or are removed in accordance with
the provisions of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.

We do not pay to our directors any compensation for each
director serving as a director on our board of directors. In addition, at
present, there are no ongoing plans or arrangements for compensation of any of
our officers. Presently, there are no plans or agreements for compensation of
our officers and directors even if certain milestones are achieved in the
business plan. However, we expect to adopt a plan of reasonable compensation to
our officers and employees when and if we become operational and profitable.

Significant Employees

We have no significant employees other than our sole officer
and director. We conduct our business through agreements with consultants and
arms-length third parties. Currently, we have no formal consulting agreements in
place.

---

Audit Committee and Audit Committee Financial Expert

We have a separately designated audit committee and Mr.
McCullagh is the sole member. Our board of directors has adopted an Audit
Committee Charter which provides appropriate guidance to Audit Committee members
as to their duties.

Mr. McCullagh is our sole director and does not qualify as an
audit committee financial expert. We believe that the cost related to
retaining such a financial expert at this time is prohibitive. Further, because
we are in the start-up stage of our business operations, we believe the services
of an audit committee financial expert are not warranted at this time.

Code Of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a code of ethics as defined by applicable rules of the
SEC. Our Code of Ethics is attached as an exhibit to this Annual Report on Form
10-K for the year ended July 31, 2008. If we make any amendments to our Code of
Ethics other than technical, administrative, or other non-substantive
amendments, or grant any waivers, including implicit waivers, from a provision
of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer,
Corporate Controller, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies in
a Current Report on Form 8-K filed with the SEC.

Compliance with Section 16(a) of the Securities Exchange
Act

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who own more than 10% of a registered class
of our securities (Reporting Persons), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulations to furnish us with copies of all forms they file pursuant to Section
16(a). Other than as described below, based solely on our review of such reports
received by us, the following persons have failed to file on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act.

|                                                                                 | Number
      of Late | Transactions Not | Known
      Failures to   
|-------------------------------------------------------------------------------- | -------------------- | ---------------- | --------------------------
|Name and Principal
      Position                                                | Reports              | Timely Reported  | File
      a Required Form
|Kerry J. McCullagh, CEO, CFO, President, Secretary,
      Treasurer and Director | One                  | One              | None                      

|ITEM 11. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or
earned by our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K during the fiscal years ended July 31, 2008 and
2007

SUMMARY COMPENSATION TABLEName & Principal
      Position
    Year End July 31,
    Salary ($)
    Bonus ($)
    Stock Awards ($)
    Option Awards ($)
    Non-Equity Incentive Plan
      Compen- sation ($)
    Nonqualified Deferred Compen-
      sation Earnings ($)
    All Other Compen- sation
      ($)
    Total ($)Kerry J. McCullagh President, Secretary,
         Treasurer, CEO & CFO
    2008 
      2007
    $0 $0
    $0 $0
    $0 
      $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 
    $0


19

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We do not currently pay our directors or officers any salary or
consulting fee. We recognize donated services of $1,000 per month for the
services provided by Mr. McCullagh.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As at July 31, 2008, we had no outstanding equity awards.

EMPLOYMENT CONTRACTS

We are not party to any employment contracts.

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

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of September 30,
2008 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and each of our named executive officers (as defined under Item 402(m)(2) of
Regulation S-K), and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

Title of Class
    Name and Address of
      Beneficial Owner
    Number of Shares of Common
      Stock(1)
    Percentage of Common
      Stock(1)DIRECTORS AND OFFICERSCommon Stock
    Kerry J. McCullagh CEO, CFO, President,
      Secretary, Treasurer & Director
    3,500,000 Shares (direct)
    49%Common Stock
    All Officers and Directors as a Group (1
      person)
    3,500,000 Shares
    49%5%
      SHAREHOLDERSCommon Stock
    Kerry J. McCullagh CEO, CFO, President,
      Secretary, Treasurer & Director 475 Howe Street, Suite 206
      Vancouver, BC V6C 2B3
    3,500,000 Shares (direct)
    49%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power
  to
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

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dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than one
person (if, for example, persons share the power to vote or the power to dispose
of the shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As
a result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the persons actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on
September 30, 2008. As of September 30, 2008, there were 7,140,000 shares of our
common stock issued and outstanding.

CHANGES IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

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

RELATED TRANSACTIONS

Except as described below, none of the following parties has,
since our date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, other than noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                          
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                   
| | (v)   | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                                                         

On June 25, 2007, we issued to Mr. Kerry J. McCullagh, our
founder, sole director and sole executive officer, 4,000,000 shares at a price
of $0.001 per share. The shares were issued pursuant to Section 4(2) of the
Securities Act and are restricted shares as defined in the Securities Act.

As at July 30, 2008, we are indebted to Mr. McCullagh in the
amount of $70,076 for expenses incurred on our behalf. The amount is
non-interest bearing, unsecured and due on demand.

On June 30, 2007, we entered into Property Option Agreement
with William McCullagh, the father of Kerry J. McCullagh, whereby we acquired an
option to acquire 100% of the Triune Property in consideration of the payment of
US$25,000 over a two-year period to William McCullagh. The Triune Property was
subject to a 1% Net Smelter Royalty payable to William McCullagh to a maximum of
US$1,000,000. On June 30, 2008, we entered into an amendment to the Property
Option Agreement with William McCullagh. Under the terms of the amendment
agreement, William McCullagh agreed to extend the first payment of $10,000 from
June 30, 2008 to October 28, 2008. On October 28, 2008, we determined that we
would not proceed with our interest in the Triune Property. As such, we did not
make the first option payment of $10,000, which caused our interest in the
Triune Property to lapse.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. Our sole director, Kerry J. McCullagh, is also our sole executive
officer. As a result, we do not have any independent directors.

21

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As a result of our limited operating history and minimal
resources, our management believes that it will have difficulty in attracting
independent directors. In addition, we would likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. Our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

The aggregate fees billed for the two most recently completed
fiscal years ended July 31, 2008 and 2007 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
review of the financial statements included in our Quarterly Reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows.

|                   |   |                          |  |   | Period From                | 
|------------------ | - | ------------------------ |  | - | -------------------------- | 
|                   |   | Year Ended July 31, 2008 |  |   | Inception (April 25, 2007) | 
|                   |   |                          |  |   | to July 31, 2007           | 
|Audit Fees         | $ | 12,545                   |  | $ | 0                          | 
|Audit-Related Fees |   | -                        |  |   | -                          | 
|Tax Fees           |   | -                        |  |   | -                          | 
|All Other Fees     |   | -                        |  |   | -                          | 
|Total              | $ | 12,545                   |  | $ | 0                          | 

|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|-------- | ----------------------------------------

|Exhibit |                                                                                                                                                                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                 
|3.1     | Articles of Incorporation,
        as amended.(1)                                                                                                                                                                                                               
|3.2     | Bylaws.(1)                                                                                                                                                                                                                                                      
|10.1    | Property Option
        Agreement dated June 30, 2007 between William McCullagh and Contact Minerals
        Corp. whereby Contact has an option to acquire a 100% interest in and
        to the Triune Property by making US$25,000 over a two-year period.(1)
|10.2    | Amendment
        to Property Option Agreement between William McCullagh and Contact Minerals
        Corp.                                                                                                                                                     
|14.1    | Code
        of Ethics.                                                                                                                                                                                                                                         
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.                                                                                                                 
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                              
|99.1    | Audit
        Committee Charter.                                                                                                                                                                                                                                

Notes:(1)      Filed
with the SEC as an exhibit to our Registration Statement on Form SB-2 filed on
October 1, 2007.

22

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SIGNATURES

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

|      |                  |  |     | CONTACT MINERALS CORP.                                            
|----- | ---------------- |  | --- | ------------------------------------------------------------------
|      |                  |  |     |                                                                   
|      |                  |  |     |                                                                   
|      |                  |  |     |                                                                   
|Date: | October 29, 2008 |  | By: | /s/
      Kerry J. McCullagh                                      
|      |                  |  |     | KERRY J. McCULLAGH                                                
|      |                  |  |     | Chief Executive Officer, Chief Financial
      Officer ,          
|      |                  |  |     | President, Secretary and Treasurer                                
|      |                  |  |     | (Principal Executive Officer & Principal
      Accounting Officer)

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

|Date: | October 29, 2008 |  | By: | /s/
      Kerry J. McCullagh                                      
|----- | ---------------- |  | --- | ------------------------------------------------------------------
|      |                  |  |     | KERRY J. McCULLAGH                                                
|      |                  |  |     | Chief Executive Officer, Chief Financial
      Officer ,          
|      |                  |  |     | President, Secretary and Treasurer                                
|      |                  |  |     | (Principal Executive Officer & Principal
      Accounting Officer)
|      |                  |  |     | Director                                                          

---