---

---

# SECURITIES AND
EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F

|o | REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

# OR

|x | ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
ended March 31, 2008
|- | -----------------------------------------------------------------------------------------------------------------------------

# OR

|o | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from __________ to __________

|o | SHELL COMPANY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report .................
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



# Commission file number
000-52768

GUILDHALL MINERALS LTD.
(Exact Name of Registrant as specified in its charter
and translation of Registrants name into English)

British Columbia,
Canada
(Jurisdiction of
incorporation or organization)

650 W. Georgia Street,
Suite #2410, Vancouver, British Columbia, Canada V6B 4N7
(Address of principal
executive offices)

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

|                        |                                             
|----------------------- | --------------------------------------------
|
|
|
|
|Title of each classNone | Name of each exchange on which registeredN/A

Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, No Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding
shares of each of the issuers classes of capital or common stock as of the close of
the period covered by the annual report:

Common Shares, as of
March 31, 2008 16,643,012

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No  x

If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o 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 o

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

|                          |                     |                        
|------------------------- | ------------------- | -----------------------
|
|
|
|
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer x



---

---



Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:

| |             |                                    |        
| | ----------- | ---------------------------------- | -------
|
|
|
|
| | U.S. GAAP o | International Financial Reporting  | Other x
| |             | Standards as issued by the         |        
| |             | International Accounting Standards |        
| |             | Board o                            |        

If Other has been
checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow:

Item 17 x Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes  x  No o



---

---



# TABLE OF CONTENTS

|         |    |                                                         | Page
|-------- | -- | ------------------------------------------------------- | ----
|
|
|
|
|PART I   |    |                                                         | 1   
|Item 1.  |    | Identity of Directors, Senior Management and Advisers   | 1   
|Item 2.  |    | Offer Statistics and Timetable                          | 1   
|Item 3.  |    | Key Information                                         | 1   
|         | A. | Selected Financial Data                                 | 1   
|         | B. | Capitalization and Indebtedness                         | 3   
|         | C. | Reasons for the Offer and Use of Proceeds               | 3   
|         | D. | Risk Factors                                            | 3   
|Item 4.  |    | Information on the Company                              | 6   
|         | A. | History and Development of the Company                  | 6   
|         | B. | Business Overview                                       | 6   
|         | C. | Organizational Structure                                | 10  
|         | D. | Property, Plants and Equipment                          | 10  
|Item 4A. |    | Unresolved Staff Comments                               | 11  
|Item 5.  |    | Operating and Financial Review and Prospects            | 11  
|         | A. | Operating Results                                       | 11  
|         | B. | Liquidity and Capital Resources                         | 16  
|         | C. | Research and Development, Patents and Licenses          | 16  
|         | D. | Trend Information                                       | 17  
|         | E. | Off-balance Sheet Arrangements                          | 17  
|         | F. | Tabular Disclosure of Contractual Obligations           | 17  
|Item 6.  |    | Directors, Senior Management and Employees              | 17  
|         | A. | Directors and Senior Management                         | 17  
|         | B. | Compensation                                            | 18  
|         | C. | Board Practices                                         | 19  
|         | D. | Employees                                               | 19  
|         | E. | Share Ownership                                         | 19  
|Item 7.  |    | Major Shareholders and Related Party Transactions       | 19  
|         | A. | Major Shareholders                                      | 19  
|         | B. | Related Party Transactions                              | 19  
|         | C. | Interests of Experts and Counsel                        | 20  
|Item 8.  |    | Financial Information                                   | 20  
|         | A. | Consolidated Statements and Other Financial Information | 20  
|         | B. | Significant Changes                                     | 20  
|Item 9.  |    | Listings                                                | 20  
|         | A. | Offer and Listing Details                               | 20  
|         | B. | Plan of Distribution                                    | 22  
|         | C. | Markets                                                 | 22  
|         | D. | Selling Shareholders                                    | 22  
|         | E. | Dilution                                                | 22  
|         | F. | Expense of the Issue                                    | 22  
|Item 10. |    | Additional Information                                  | 22  
|         | A. | Share Capital                                           | 22  
|         | B. | Memorandum and Articles of Association                  | 22  
|         | C. | Material Contracts                                      | 24  
|         | D. | Exchange Controls                                       | 24  
|         | E. | Taxation                                                | 24  

i

---

---

|          |    |                                                                              |   
|--------- | -- | ---------------------------------------------------------------------------- | --
|          | F. | Dividend and Paying Agents                                                   | 30
|          | G. | Statement by Experts                                                         | 30
|          | H. | Documents on display                                                         | 31
|          | I. | Subsidiary information                                                       | 31
|Item 11.  |    | Quantitative and Qualitative Disclosures About Market Risk                   | 31
|Item 12.  |    | Description of Securities Other Than Equity Securities                       | 31
|PART II   |    |                                                                              | 31
|Item 13.  |    | Defaults, Dividend Arrearages and Delinquencies                              | 31
|Item 14.  |    | Material Modifications to the Rights of Security Holders and Use of Proceeds | 31
|Item 15.  |    | Controls and Procedures                                                      | 31
|Item 15T. |    | Controls and Procedures                                                      | 31
|Item 16.  |    | (Reserved)                                                                   | 32
|Item 16A. |    | Audit Committee Financial Expert                                             | 32
|Item 16B. |    | Code of Ethics                                                               | 32
|Item 16C. |    | Principal Accounting Fees and Services                                       | 32
|Item 16D. |    | Exemptions From the Listing Standards for Audit Committees                   | 33
|Item 16E. |    | Purchases of Equity Securities by the Issuer and Affiliated Purchasers       | 33
|PART III  |    |                                                                              | 33
|Item 17.  |    | Financial Statements                                                         | 33
|Item 18.  |    | Financial Statements                                                         | 33
|Item 19.  |    | Exhibits                                                                     | 33

ii

---

---

# INTRODUCTION

Guildhall
Minerals Ltd. was incorporated under the British Columbia Company Act in British Columbia,
Canada on September 30, 1968. We are exploration stage company engaged principally in the
acquisition, exploration and when warranted, development, of mineral properties. Our
common shares are listed on the NEX board of the TSX Venture Exchange in Canada under the
symbol GDMH. As used in this annual report, the terms we,
us and our mean Guildhall Minerals Ltd.

We
have not obtained or applied for trademarks registrations. Any trademarks and trade names
appearing in this annual report are owned by their respective holders.

Guildhall
Minerals Ltd. is a foreign private issuer as defined in Rule 3b-4 under the
Securities Exchange Act of 1934. As a result, we are eligible to file this annual report
pursuant to Section 13 of the Securities Exchange Act of 1934 Act on Form 20-F and to file
interim reports on Form 6-K.

Our
financial statements appearing in this annual report are prepared in Canadian dollars and
in accordance with generally accepted accounting principles in Canada, or Canadian GAAP,
which vary in certain respects from generally accepted accounting principles in the United
States, or U.S. GAAP, as described in Note 9 to the financial statements. All references
in this annual report to dollars or $ are to Canadian dollars

Statements
made in this annual report concerning the contents of any contract, agreement or other
document are summaries of such contracts, agreements or documents and are not complete
descriptions of all of their terms. If we filed any of these documents as an exhibit to
this annual report or to any registration statement or annual report that we previously
filed, you may read the document itself for a complete description of its terms.

Except
for the historical information contained in this annual report, the statements contained
in this annual report are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995, as amended, with respect to our business, financial condition and results of
operations. Such forward-looking statements reflect our current view with respect to
future events and financial results. We urge you to consider that statements which use the
terms anticipate, believe, do not believe,
expect, plan, intend, estimate and similar
expressions are intended to identify forward-looking statements. We remind readers that
forward-looking statements are merely predictions and therefore inherently subject to
uncertainties and other factors and involve known and unknown risks that could cause the
actual results, performance, levels of activity, or our achievements, or industry results,
to be materially different from any future results, performance, levels of activity, or
our achievements expressed or implied by such forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Except as required by applicable law, including the securities
laws of the United States, we undertake no obligation to publicly release any update or
revision to any forward-looking statements to reflect new information, future events or
circumstances, or otherwise after the date hereof. We have attempted to identify
significant uncertainties and other factors affecting forward-looking statements in the
Risk Factors section that appears in Item 3.D. Key Information- Risk Factors.



---

---

# PART I

|Item 1. | Identity of Directors, Senior Management and Advisers
|------- | -----------------------------------------------------

Not
applicable.

|Item 2. | Offer Statistics and Timetable
|------- | ------------------------------

Not
applicable.

|Item 3. | Key Information
|------- | ---------------

|A. | Selected
Financial Data
|-- | -----------------------

The following selected financial data
for and as of the five years ended March 31, 2008, are derived from our audited financial
statements which have been prepared in accordance with Canadian GAAP. The selected
financial data as of March 31, 2008 and 2007 and for the years ended March 31, 2008, 2007
and 2006 have been derived from our audited financial statements and notes thereto
included elsewhere in this annual report. The selected financial data as of March 31,
2006, 2005 and 2004 and for the years ended March 31, 2005 and 2004 have been derived from
audited financial statements not included in this annual report. The selected financial
data set forth below should be read in conjunction with and are qualified by reference to
Item 5 Operating and Financial Review and Prospects and our financial
statements and notes thereto included elsewhere in this annual report.

# Selected Financial
Information

|                                                             |  | Year Ended March 31,
|------------------------------------------------------------ |  | --------------------
|
|
|
|
|Canadian GAAP:                                               |  |                     
|Revenue from operations                                      |  |                     
|Gross profit (loss)                                          |  |                     
|Expenses (general, administration, interest, amortization).  |  |                     
|Net income (loss) for continuing operations                  |  |                     
|Income (loss) from discontinued operations                   |  |                     
|Net income (loss) for the year after discontinued operations |  |                     
|                                                             |  |                     
|Cash                                                         |  |                     
|Current assets                                               |  |                     
|Total assets                                                 |  |                     
|Current liabilities                                          |  |                     
|Long term liabilities                                        |  |                     
|Working capital (deficiency)                                 |  |                     
|Shareholders' equity  (deficiency)                           |  |                     
|Total capital expenditures (including mineral properties)    |  |                     
|Expenditures on mineral properties                           |  |                     
|Financing raised                                             |  |                     
|                                                             |  |                     
|Market capitalization                                        |  |                     
|Shares outstanding                                           |  |                     
|Warrants and options                                         |  |                     
|Net loss  per share                                          |  |                     

|                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* Market capitalization figures are
not available for the earlier years indicated. Our common shares were suspended from
trading for the period between October 1, 2003 and November 17, 2006. During the period
that trading was suspended, we consolidated our common shares on a 1:5 basis and the
trading which resumed on November 17, 2006 was of consolidated shares.



---

---

# Selected Financial
Information

|                                                   | Year Ended March 31,
|-------------------------------------------------- | --------------------
|
|
|
|
|U.S. GAAP:                                         |                     
|Revenue from operations                            |                     
|Gross profit (loss)                                |                     
|Expenses (general and administration, interest and |                     
|amortization)                                      |                     
|Net income (loss) from continuing operations       |                     
|Net income (loss) from discontinued operations     |                     
|Net income (loss)                                  |                     
|Total comprehensive loss                           |                     
|                                                   |                     
|Cash                                               |                     
|Current assets                                     |                     
|Total assets                                       |                     
|Current liabilities                                |                     
|Long term liabilities                              |                     
|Working capital (deficiency)                       |                     
|Shareholders' equity (deficiency)                  |                     
|Total capital expenditures (including mineral      |                     
|properties)                                        |                     
|Expenditures on mineral properties                 |                     
|Financing raised                                   |                     
|                                                   |                     
|Market capitalization                              |                     
|Shares outstanding                                 |                     
|Warrants and options                               |                     
|Basic and diluted net loss per share               |                     

|                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*Market capitalization figures are
not available for the earlier years indicated. Our common shares were suspended from
trading for the period between October 1, 2003 and November 17, 2006. During the period
that trading was suspended, we consolidated our common shares on a 1:5 basis and the
trading which resumed on November 17, 2006 was of consolidated shares.

# Exchange Rate Information

The
following tables set forth, for each of the periods and dates indicated, the exchange rate
of the United States dollar into Canadian dollars at the end of such year, the average
exchange rate during each such year and the range of high and low rates for each such
year, as supplied by the Bank of Canada.

|                              | Year Ended December 31
|----------------------------- | ----------------------
|
|
|
|
|Rate at the End of the Period |                       
|Average Rate                  |                       
|High Rate                     |                       
|Low Rate                      |                       

2

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---

|        | Feb. 2008 | March 2008 | April 2008 | May 2008 | June 2008 | July 2008
|------- | --------- | ---------- | ---------- | -------- | --------- | ---------
|
|
|
|
|Closing |           |            |            | 0.9844   |           |          
|Average |           |            |            | 0.9991   |           |          
|High    |           |            |            | 1.0199   |           |          
|Low     |           |            |            | 0.9711   |           |          

The
exchange rate of the Canadian dollar against the U.S. dollar on August 22, 2008 was
US$1.0458 = CAD$1.00.

|B. | Capitalization
and Indebtedness
|-- | -------------------------------

Not
applicable.

|C. | Reasons
for the Offer and Use of Proceeds
|-- | -----------------------------------------

Not
applicable.

|D. | Risk Factors
|-- | ------------

Investing
in our common shares involves a high degree of risk and uncertainty. You should carefully
consider the risks and uncertainties described below before investing in our common
shares. If any of the following risks actually occurs, our business, prospects, financial
condition and results of operations could be harmed. In that case, the value of our common
shares could decline, and you could lose all or part of your investment.

The mining industry is a highly
diverse and competitive international business. Competition could adversely affect our
ability to acquire suitable producing properties or prospects for exploration in the
future.

The
mining industry is a highly diverse and competitive international business, and we compete
with many companies possessing financial resources and technical facilities many times
greater than that ours. Mining by its nature, is a competitive business with the search
for fresh ground with good exploration potential and the raising of the requisite capital
to move projects forward to production. The selection of geographic areas of interest are
only limited by the degree of risk a company is willing to accept by the acquisition of
properties in emerging or developed markets and/or prospecting in explored or virgin
territory. Globally the mining industry is prone to cyclical variations in the price of
the commodities produced by it, as dictated by supply and demand factors, speculative
factors and industry-controlled marketing cartels. Competition could adversely affect our
ability to acquire suitable producing properties or prospects for exploration in the
future.

Exploration, development
and production activities are subject to political, economic, operating hazards and other
risks.

Exploration,
development and production activities are potentially subject to political, economic,
operating hazards and other risks, including:

| |  | cancellation
or renegotiation of contracts;
| | - | -------------------------------------------

| |  | changes
in local and foreign laws and regulations;
| | - | --------------------------------------------------

| |  | changes
in tax laws;
| | - | --------------------

| |  | delays
or refusal in granting prospecting permissions, mining authorizations and work permits
for                   foreign management staff;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | environmental
controls and permitting;
| | - | --------------------------------------

| |  | expropriation
or nationalization of property or assets;
| | - | -------------------------------------------------------

3

---

---

| |  | foreign
exchange controls;
| | - | --------------------------

| |  | government
mandated social expenditures;
| | - | ----------------------------------------

| |  | import
and export regulation, including restrictions on the sale of their production in foreign
                  currencies;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | industrial
relations and the associated stability thereof;
| | - | ----------------------------------------------------------

| |  | inflation
of cost that is not compensated for by a currency devaluation;
| | - | ------------------------------------------------------------------------

| |  | requirement
that a foreign subsidiary or operating unit have a domestic joint venture partner,
possibly which the foreign company must subsidize;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | restrictions
on the ability of local operating companies to sell their production for foreign
currencies, and on the ability of such companies to hold these foreign currencies in
offshore and/or local bank accounts;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | restrictions
on the ability of a foreign company to have management control of exploration and/or
                  development and/or mining operations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | restrictions
on the remittance of dividend and interest payments offshore;
| | - | --------------------------------------------------------------------------

| |  | retroactive
tax or royalty claims;
| | - | ----------------------------------

| |  | risks
of loss due to civil strife, acts of war, guerrilla activities, insurrection and
terrorism;
| | - | -------------------------------------------------------------------------------------------------

| |  | Environmental
hazards, industrial accidents, unusual or unexpected geological formations and losses due
to theft, fires, power outages, labor disruptions, flooding, explosions, cave-ins, land
slides and the inability to obtain suitable or adequate machinery, equipment or labor are
other risks involved in the conduct of exploration programs;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | royalties
and tax increases or claims by governmental entities;
| | - | ---------------------------------------------------------------

| |  | unreliable
local infrastructure and services such as power, communications and transport links; and
| | - | ---------------------------------------------------------------------------------------------------

| |  | other
risks arising out of foreign sovereignty over the areas in which operations are conducted.
| | - | ------------------------------------------------------------------------------------------------

Such
risks could potentially arise in any country in which we may operate. Consequently, our
exploration, development and production activities may be substantially affected by
factors beyond our control, any of which could materially adversely affect our financial
position or results of operations. Furthermore, in the event of a dispute arising from
such activities, we may be subject to exclusive jurisdiction of courts outside North
America or may not be successful in subjecting persons to the jurisdiction of the courts
in North America, which could adversely affect the outcome of a dispute.

We have a history of
operating losses and may not achieve or sustain profitability in the future.

Since
our incorporation we have recorded operating losses in each fiscal year. As of March 31,
2008, we had an accumulated deficit of $9,895,552. Write-downs on capital assets and
mineral properties are typical for the mineral exploration industry. Our policy is to
review the carrying value of assets relative to current market conditions on an annual
basis. There is no assurance that we will ever realize any revenues or operating profits.

We are an exploration
stage company.

We
have no production revenue. Moreover, we currently have no commercially viable properties.
At this stage, we are deemed an exploration stage company. Mineral exploration involves
significant risk and few properties that are explored are ultimately developed into
producing mines. Any funds spent on exploration of property interests may be lost.

4

---

---

The fluctuating world
prices for minerals could have a significant adverse effect on our future activities and
the potential profitabilityof any of our mineral production activities.

As
our activities primarily relate to the exploration, development and production of
minerals, the fluctuating world prices for such minerals could have a significant effect
on our future activities and the potential profitability of any of our minerals production
activities. When activities are undertaken or production operations are commenced, the
world price of the minerals involved may not continue at a sufficiently high price to
justify the ongoing activities or the continuation of the production.

The profitability of any
of our production, exploration and development activities could be adversely affected by
adverse changes in currencyexchange rates.

Most
costs incurred by us in our exploration, development and production activities in southern
Africa or other foreign locations have to be paid in local currencies. However, mineral
prices are generally quoted in U.S. dollars. The profitability of any of our production
operations and the potential profitability of our exploration and development activities
could therefore be adversely affected by changes in currency exchange rates.

If we are unable to
procure funding on favorable terms, we would not be able to develop and expand our
business, which could negativelyaffect our business prospects.

Significant
funding will be required in order to expand our business. If we do not obtain enough
funding to support our future development, our business will suffer. Even if we are
successful in obtaining funding through the capital markets or otherwise, such funding may
not be on terms favorable to us. The primary method by which we intend to seek additional
financing is through the private placement of our securities.

In
May 2008, we entered into two letters of intent to acquire two private companies with oil
and gas interests in Alberta, Canada and Mozambique. A condition to the consummation of
these transactions is that we complete an equity financing of $30 million. We may not be
able so secure such financing and as a result, we may not be able to complete the proposed
acquisitions.

The loss of personnel
could affect our ability to design and market our products.

Our
success depends on the continued contributions of our directors and executive officers and
on our ability to attract new personnel whenever we seek to implement our business
strategy. We may not be able to locate and hire the skilled personnel that we may require.

We have never paid cash
dividends and have no intention to pay dividends in the foreseeable future.

We
have never paid cash dividends on our shares and do not anticipate paying any cash
dividends in the foreseeable future.

The volume of trading of
our shares has been limited and volatile in the past and is likely to continue to be so
in the future

The
volume of trading of our common shares on the NEX board of the TSX Venture Exchange in
Canada has been limited and volatile in the past and is likely to continue to be so in the
future, reducing the liquidity of an investment in our shares and making it difficult for
investors to readily sell their shares in the open market. Without a liquid market for our
shares, investors may be unable to sell their shares at favorable times and prices and may
be required to hold their shares in declining markets or to sell them at unfavorable
prices.

Our share price has been
highly volatile and may continue to be volatile and decline.

The
trading price of our shares has fluctuated in the past and may continue to do so in the
future as a result of a number of factors. In addition, market prices for mining company
securities, by their nature, are volatile and have experienced wide fluctuations. Factors
such as rapidly changing commodity prices, political unrest globally and in countries
where we operate, speculative interest in mining stocks are but a few factors affecting
the volatility of the share price. Substantially all of our past financings have been
conducted through the sale of our common shares and we intend to seek financing in the
future through a private placement of our common shares. Market price fluctuations would
have a significant impact on our ability to complete equity financings in the future.

5

---

---

It may be difficult to
enforce a U.S. judgment against us or our officers and directors, to assert U.S.
securities laws claims in Canada orserve process on substantially all of our officers
and directors.

We
are incorporated under the laws of the Province of British Columbia, Canada. Consequently,
it will be difficult for U.S. investors to effect service of process in the United States
upon our directors or officers, or to realize in the United States upon judgments of
United States courts predicated upon civil liabilities under the U.S. Securities Exchange
Act of 1934, as amended. All of our directors and officers are residents of Canada and our
assets may be located outside of the United States. A judgment of a U.S. court predicated
solely upon such civil liabilities would probably be enforceable in Canada by a Canadian
court if the U.S. court in which the judgment was obtained had jurisdiction, as determined
by the Canadian court, in the matter. There is substantial doubt whether an original
action could be brought successfully in Canada against any of such persons or our company
predicated solely upon such civil liabilities.

|Item 4. | Information on the Company
|------- | --------------------------

|A. | History
and Development of the Company
|-- | --------------------------------------

We
were incorporated on September 30, 1968 pursuant to the British Columbia Company Act under
the name Tanzilla Explorations Ltd. (N.P.L.). We changed our name to Regis Development
Corporation on June 28, 1974, to Manus Industries Inc. on January 10, 1992, to
Consolidated Manus Industries Inc. on November 10, 1992, to Westmount Resources Ltd. on
February 8, 1996, to Mt. Tom Minerals Corp. on May 20, 1998, to Global Net Entertainment
Corp. on October 21, 1999 and to our current name, Guildhall Minerals Ltd., on February
21, 2006. We are a limited liability company under the British Columbia Company Act and
operate under that Act and associated legislation. Our principal executive offices are at
650 W. Georgia Street, Suite #2410, Vancouver, BC, Canada V6B 4N7and our telephone
number is 604-689-8336. Our common shares are listed for trading on the NEX board of the
TSX Venture Exchange in Canada under the symbol GDMH. We are a shell
company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934.

|B. | Business Overview
|-- | -----------------

We
are exploration stage company engaged principally in the acquisition, exploration and when
warranted, development, of mineral properties. From our incorporation in 1974 until the
end of 2004, we engaged in various business activities and mineral exploration activities,
all of which were abandoned and terminated as being not successful or offering a potential
for profit. Since the beginning of 2005, we have negotiated and signed option agreements
for two British Columbia, Canada mineral properties, one of which we have since terminated
and we have not initiated any activities to date relating to the property under the other
option agreement, as further described below. We are not presently engaged in any
business, however, we recently entered into two letters of intent for the acquisition of
two mineral property companies, both of which are subject to closing conditions, including
shareholder approval, as further described below.

Options to Acquire
Interests

Stellar Property

On
March 8, 2005, we entered into an option agreement pursuant to which we had the right to
acquire a 100% ownership in a block of mineral claims in British Columbiauntil
September 1, 2010. We paid an initial $17,500 and subsequently conducted a limited
exploration program. However, the results of the exploration did not justify further work
on the property. Therefore, on July 16, 2007, we provided a 30-day prior notice of
termination of the option agreement and return of title to the claims to the owner, in
accordance with the terms of the option agreement.

6

---

---

Bridge Property

On
February 20, 2007, we entered into an option agreement with the Nicoya Explorations Ltd.,
or Nicoya, pursuant to which we have the right to acquire a 100% ownership interest in the
Bridge mineral claim if exploration commences before February 15, 2008. The
Bridge property is located near the village of Gold Bridge, approximately 150 kilometers
(95 miles) northwest of Vancouver, British Columbia, Canada. The Bridge property consists
of a single mineral claim covering 450 hectares (approximately 1,111.5 acres) and is
located in an area which has a history of gold mineralization and some gold production.
Under the option agreement we agreed to the following terms:

| |  | To
pay Nicoya $2,500 upon the execution of the agreement.
| | - | ---------------------------------------------------------

| |  | To
issue to Nicoya 400,000 shares, in four equal instalment of 100,000 shares each, as
follows: 100,000 shares upon the acceptance of the option agreement by the TSX Venture
Exchange (which shares were issued in March 2007); 100,000 shares on or before February
15, 2008; 100,000 shares on or before February 15, 2009; and 100,000 shares on or before
February 15, 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | To
expend not less than an aggregate of $450,000 in connection with the exploration work
relating to the claim: $50,000 on or before February 15, 2008; an aggregate of at least
$150,000 on or before February 15, 2009; and an aggregate of at least $250,000 on or
before February 10, 2010.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Upon
the completion of the foregoing payments, share allotments and exploration work, we will
be deemed to have exercised the option and will become the owner of the claim, subject to
net smelter return royalties.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | To
issue to Nicoya 200,000 shares within 60 days after our receipt of a positive feasibility
study.
| | - | ---------------------------------------------------------------------------------------------------

| |  | If
we exercise the option, Nicoya will be entitled to net smelter return royalties of 2.5%,
for so long as the claim is operated as a mine or as a facility for which products are
extracted, calculated in a manner set forth in the agreement. We have the right to
purchase, for a period of 36 months following the date of commencement of production, up
to 1.5% of the net smelter return royalties from the owner at a purchase price of
$500,000 for each 0.5% of net smelter return royalties purchased.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Until
we exercise our option, we are entitled to terminate the agreement upon 30 days prior
notice.
| | - | ---------------------------------------------------------------------------------------------------

Under
an extension agreement entered into on March 20, 2008 between us and Nicoya, Nicoya agreed
to extend all of the deadline dates included in the original option agreement by one year
in consideration of $1,000 paid by us to Nicoya.

To
date, we have not initiated any activities with respect to the Bridge claim. See Item 4D
Information on the Company  Property, Plants and Equipment for
information regarding the properties we will acquire if we exercise our option under the
Nicoya option agreement.

British American Natural
Gas Corporation

On
May 1, 2008, we entered into a letter of intent with British American Natural Gas
Corporation, or BANG, an oil and gas exploration company, incorporated in Nevada and
headquartered in Houston, Texas. BANGs assets include oil and gas concessions
aggregating approximately 11,400,000 acres onshore and offshore Mozambique. Three
concessions are now subject to farm-out agreements, pursuant to which another U.S. oil
company will drill exploration wells on such concessions and will pay 100% of the
exploration costs (estimated at $90 million) for a 60% interest in the concessions. BANG
has informed us that the drilling of a well on the Inhaminga Concession commenced on July
4, 2008.

Under
the letter of intent, we have agreed to acquire BANG in a share purchase transaction,
subject to and upon the following principal terms:

7

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| |  | In
consideration for all of the issued and outstanding BANG shares, we will issue to the
BANG shareholders an aggregate 57,209,710 of our common shares, post a 2:3 share split.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Outstanding
warrants to purchase BANG shares will be cancelled and in exchange we will issue to the
holders warrants to purchase an aggregate 7,634,930 of our common shares, post a 2:3
share split, exercisable at $0.75 per share until December 31, 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | An
outstanding option to purchase BANG shares will be cancelled and in exchange we will
grant the option holder an option to acquire 4,500,000 of our common shares, post a 2:3
share split, exercisable at $0.75 per share until December 31, 2010. The option will be
50% vested upon the date of grant and the remainder will vest in two equal instalments of
25% each on each of January 1, 2009 and January 1, 2010.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
agreed to initiate an application to have our common shares listed on the Toronto Stock
Exchange, or the TSE, and if we do not meet the listing requirements of the TSE, we
agreed to initiate an application to transfer our common shares from the NEX board of the
TSX Venture Exchange, or the TSX, to the TSX as a Tier 1 or Tier 2 Oil and Gas Issuer.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Upon
and following the closing of the transaction, the principal shareholders of BANG will be
entitled to appoint four directors to our board of directors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Following
the acquisition we will change our company name to British American Natural Gas
Corporation.
| | - | ------------------------------------------------------------------------------------------------------

| |  | We
will use our best efforts to engage brokers to secure purchasers for a private placement
of our common shares at a price of not less than $0.75 per share, for gross proceeds of
at least $20 million and not more than $30 million, which financing must close prior to
the BANG acquisition. The brokers will be entitled to 8% of the gross proceeds and
warrants exercisable for a number of common shares equal to 10% of the common shares
issued in the financing at $0.75 per share.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | If
the closing of the acquisition does not occur on or prior to June 16, 2008, we are
required to secure and advance to BANG the funds required by BANG to meet certain interim
funding requirements for the Mozambique concession up to $2,000,000. Should we be unable
to make such advance, the proposed BANG acquisition transaction will be deemed terminated
with no further liability to the parties. In July 2008, we advanced $400,000 to BANG as
part of such obligation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
terms of the transaction are subject to shareholder approval, including approval of the
share split, which will be obtained at a general meeting of shareholders to be held on or
before October 15, 2008. See Item 4D Information on the Company  Property,
Plants and Equipment for information regarding the properties we will acquire if
the BANG acquisition if consummated.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

First West Petroleum Inc.

On
May 20, 2008, we entered into a non-binding letter of intent with First West Petroleum
Inc., or First West, under which we have agreed to acquire First West in a share purchase
transaction. First West is a private Alberta company which owns crude oil, natural gas and
natural gas liquids and associated equipment. First Wests production is all located
in the Province of Alberta, Canada.

Under
the letter of intent, we have agreed to offer the shareholders of First West to purchase
100% of the issued and outstanding shares of First West, subject to certain terms and
conditions, including:

| |  | The
consummation by us of an equity financing of at least $30 million.
| | - | ----------------------------------------------------------------------

| |  | We
loan to First West, upon or immediately following the acquisition closing, $5 million for
First West to carry on its business of managing its assets, which loan will be funded
upon the closing of the $30 million equity financing described above.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
loan to First West, within ten days of the date of the letter of intent, $250,000. Such
loan will be forgiven if the acquisition is not consummated.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | First
West securing, within 30 days of the date of the letter of intent, an additional $250,000
in                   loan financing;
| | - | ------------------------------------------------------------------------------------------------------------------------------------

8

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| |  | The
assumption and payment by us, concurrently with or immediately after the closing, of the
debts of First West, which debts will not materially exceed $5.75 million, including any
funds loaned to First West by us. The payments of debts will be funded by the closing of
the $30 million equity financing described above.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
pay First Wests costs, including legal costs, of negotiating and carrying out the
transactions contemplated in the letter of intent.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| |  | We
agreed to initiate an application to have our common shares listed on the TSE and if we
do not meet the listing requirements of the TSE, we agreed to initiate an application to
transfer our common shares from the NEX board of the TSX to the TSX as a Tier 1 or Tier 2
Oil and Gas Issuer.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
obtain shareholder approval for the transaction, including for a 2:3 split of our common
shares.
| | - | ---------------------------------------------------------------------------------------------------

| |  | Concurrently
with the closing of the acquisition, we appoint to our board of directors two persons
designated by First West.
| | - | ----------------------------------------------------------------------------------------------------------------------------

| |  | We
issue to the holders of outstanding warrants to purchase shares of First West warrants to
purchase an aggregate 3,894,053 of our common shares post a 2:3 share split. Of such
warrants, warrants to purchase 1,192,866 of our common shares will be exercisable at
$1.35 per share until September 19, 2008; warrants to purchase 651,187 of our common
shares will be exercisable at $0.85 per share until September 19, 2008; and warrants to
purchase 2,050,000 of our common shares will be exercisable at $0.75 per share until the
date which is two years from the acquisition closing.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
issue to the holders of all of the issued and outstanding shares of First West, an
aggregate 24,500,000 of our common shares, post a 2:3 share split.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
provide First West a loan of $100,000 by June 20, 2008. If the Closing does not occur,
the loan funds will not be repayable for a period of six months from the date of the
loan.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Immediately
following the acquisition closing, we issue 1,500,000 of our common shares, post 2:3
share split, to a finder as a finders fee in connection with the transaction.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
letter of intent does not constitute a binding agreement and is dependent upon the holders
of 100% of the issued and outstanding shares of First West agreeing to transfer their
shares to us on the terms and subject to the conditions described above. The two principal
shareholders of First West are Pacific Shelf Investments Ltd. (which is owned by Chris
Wright) and Sam Davaraj. See Item 4D Information on the Company  Property,
Plants and Equipment for information regarding the properties we will acquire if the
First West acquisition if consummated.

Private Placement

In
accordance with the letter of intent with First West and BANG and to fund our obligations
under such letters of intent, we intend to consummate a private placement of our
securities.

On
June 23, 2008, we entered into an engagement letter with Haywood Securities Inc., or
Haywood, of Vancouver, Canada, pursuant to which Haywood agreed to act as our agent to
offer in a private placement up to 40 million units at $0.75 per unit, for gross proceeds
of up to $30 million. Each unit will consist of one Common Share, post 2:3 share split,
and one-half of a warrant to purchase one Common Share, each whole warrant referred to as
a Warrant. Each Warrant will be exercisable to purchase one Common Share for a period of
24 months from the closing of the private placement. The exercise price of the Warrants
will be $1.00 per share for the first 12 months of the Warrant term, and $1.50 per share
for the second 12 months of the Warrant term. The private placement will be for 26.7
million units with an over-allotment option of 13.3 million units (and 40 million units if
fully subscribed). We agreed to pay Haywood as compensation for the units that it sells on
our behalf: (i) 6.5% of the gross proceeds that we receive from the sale of units; and
(ii) an option to purchase a number of our units equal to 8% of the number of units sold.
The option will be exercisable for a period of one year at a price of $0.75 per unit. If
Haywood exercises any part of the option, the half-warrants that it receives will have a
term of 24 months commencing as of the closing of the private placement, exercisable at
$1.00 per share for a period of 12 months from such date at $1.50 per share for the
balance of their term.

9

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|C. | Organizational
Structure
|-- | ------------------------

We
are not a member of any group of companies. We do not presently have any subsidiaries,
however, if we identify in the future any company to acquire, we may form or acquire one
or more subsidiaries for such acquisition.

|D. | Property,
Plants and Equipment
|-- | ------------------------------

Our
activities are focused on the exploration of mineral property interests. As of the date of
this annual report, we do not have any plants, equipment, mines or producing properties.

Bridge Property

On
February 20, 2007, we entered into an option agreement with Nicoya pursuant to which we
have the right to acquire a 100% ownership interest in the Bridge mineral
claim until February 15, 2008. See Item 4B Information on the Company 
Business Overview. The Bridge property is located near the village of Gold Bridge,
approximately 150 kilometers (95 miles) northwest of Vancouver, British Columbia, Canada.
The Bridge property consists of a single mineral claim covering 450 hectares
(approximately 1,111.5 acres) and is located in an area which has a history of gold
mineralization and some gold production. The Gold Bridge area has temperatures that
average  2oC in the winter and 20oC in the summer months. The average
annual precipitation is roughly 16 inches with most rain from the months of September to
November and March to May.

Exploration
and development of the Bridge property may require certain governmental and environmental
approvals. As of August 25, 2008, we have not attempted to seek any regulatory approval
relating to exploration and/or development of the Bridge property.

British American Natural
Gas Corporation

On
May 1, 2008, we entered into a letter of intent with BANG, an oil and gas exploration
company, incorporated in Nevada and headquartered in Houston, Texas. The acquisition is
subject to closing conditions, including shareholder approval. See Item 4B
Information on the Company  Business Overview. BANGs assets
include oil and gas concessions aggregating approximately 11,400,000 acres onshore and
offshore Mozambique. Three concessions are now subject to farm-out agreements, pursuant to
which another U.S. oil company will drill exploration wells on such concessions and will
pay 100% of the exploration costs (estimated at $90 million) for a 60% interest in the
concessions. BANG has informed us that the drilling of a well on the Inhaminga Concession
commenced on July 4, 2008.

The
Republic of Mozambique, is a country in southeastern Africa bordered by the Indian Ocean
to the east, Tanzania to the north, Malawi and Zambia to the northwest, Zimbabwe to the
west and Swaziland and South Africa to the southwest. Mozambique has a tropical climate
with two seasons, a wet season from October to March and a dry season from April to
September. Annual precipitation varies from 500 to 900 mm (20 to 35 inches) depending
on the region with an average of 590 mm (23 inches). Cyclones are also common during
the wet season. Average temperature ranges in Maputo are from 13 to 24 degrees Celsius (55
to 75 degrees Fahrenheit) in July to 22 to 31 degrees Celsius (72 to 88 degrees
Fahrenheit) in February. Our exploration efforts may be adversely affected during the
rainy seasons.

The
Republic of Mozambique may require certain governmental and environmental permits to
conduct exploration and development activities. We intend to confirm that BANG has
obtained all necessary permits required for exploration and development of its four
concessions prior to the closing of the BANG acquisition.

10

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The
Republic of Mozambique has limited access to international oil and gas markets.
Significant capital may be required to develop sufficient infrastructure to market and
transport oil and gas reserves within Mozambique.

First West Petroleum Inc.

On
May 20, 2008, we entered into a non-binding letter of intent with First West, under which
we have agreed to acquire First West in a share purchase transaction. The acquisition is
subject to closing conditions, including shareholder approval. See Item 4B
Information on the Company  Business Overview. First West is a private
Alberta company which owns crude oil, natural gas and natural gas liquids and associated
equipment. First Wests production is all located in the Province of Alberta, Canada.

Alberta
is located in western Canada, bounded by the provinces of British Columbia to the west and
Saskatchewan to the east, Northwest Territories to the north, and by the U.S. state of
Montana to the south. Overall, Alberta has cold winters, with a temperature average
ranging from -10 °C (14 °F) in the south to -24 °C
(-12 °F) in the north. In the south along the foothills of the Rockies, the
winter cold is sometimes interrupted by Chinook winds which can propel temperatures upward
in a short time frame close to or infrequently above 20 °C (68 °F).
These conditions most commonly occur in February or March. In the summer, the average
daytime temperatures range from around 21 °C (70 °F) in the Rocky
Mountains (valleys) and far north to near 30 °C (86 °F) in the dry
prairie of the southeast.

The
Alberta Provincial Government and the Government of Canada may require certain
governmental and environmental permits to conduct exploration and development activities.
We intend to confirm that First West Petroleum has obtained all necessary permits required
for exploration and development of its prospects.

First
Wests assets are located in area which has extensive oil and gas exploration and
development activities. We believe that we will be able to develop, extract, transport and
market any oil and gas reserve we exploits to local purchasers and resellers.

|Item 4A. | Unresolved Staff Comments
|-------- | -------------------------

Not
applicable.

|Item 5. | Operating and Financial Review and Prospects
|------- | --------------------------------------------

The
following discussion of our results of operations should be read together with our
  financial statements and the related notes, which appear elsewhere in this
annual report. The following discussion may contain forward-looking statements that
reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our
actual results may differ materially from those discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include those
discussed below and elsewhere in this annual report.

|A. | Operating
Results
|-- | -----------------

# Overview

We
are exploration stage company engaged principally in the acquisition, exploration and when
warranted, development, of mineral properties. From our incorporation in 1974 until the
end of 2004, we engaged in various business activities and mineral exploration activities,
all of which were abandoned and terminated as being not successful or offering a potential
for profit. Since the beginning of 2005, we have negotiated and signed option agreements
for two British Columbia, Canada mineral properties, one of which we have since terminated
and we have not initiated any activities to date relating to the property under the other
option agreement. We are not presently engaged in any business, however, we recently
entered into two letters of intent for the acquisition of each of BANG and First West. See
Item 4B Information on the Company  Business Overview.

Our
financial statements appearing in this annual report are prepared in Canadian dollars and
in accordance with Canadian GAAP which vary in certain respects from U.S. GAAP, as
described in Note 9 to the financial statements.

11

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# Critical Accounting
Policies

Preparation
of the financial statements in conformity with Canadian GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
the reported amounts of revenues and expenses during the reporting period. Significant
areas requiring the use of management estimates relate to the determination of the fair
value of stock-based transactions and the determination of the impairment of mineral
properties. Where estimates have been used, financial results as determined by actual
events could differ from these estimates.

Mineral Properties.

We
record our interests in mineral properties at the lower of cost or estimated recoverable
value. Where specific exploration programs are planned and budgeted by management, the
cost of mineral properties and related exploration expenditures are capitalized until the
properties are placed into commercial production, sold, abandoned or determined by
management to be impaired in value. These costs will be amortized over the estimated
useful lives of the properties following the commencement of production or written off if
the properties are sold or abandoned.

The
costs include the cash or other consideration and the assigned value of shares issued, if
any, on the acquisition of mineral properties. Costs related to properties acquired under
option agreements or joint ventures, whereby payments are made at our sole discretion, are
recorded in the accounts at such time as the payments are made. For properties held
jointly with other parties we only record our proportionate share of acquisition and
exploration costs. The proceeds from options granted are deducted from the cost of the
related property and any excess is deducted from other remaining capitalized property
costs. We do not accrue estimated future costs of maintaining our mineral properties in
good standing.

Capitalized
costs as reported on the balance sheet represent costs incurred to date and may not
reflect actual, present, or future values. Recovery of carrying value is dependent upon
future commercial success or proceeds from disposition of the mineral interests.

Management
evaluates each mineral interest on a reporting period basis or as events and circumstances
warrant, and makes a determination based on exploration activity and results, estimated
future cash flows and availability of funding as to which costs are capitalized or charged
as impairment charges. Write-downs due to impairment in value are charged to operations.

Mineral
property interests, where future cash flows are not reasonably determinable, are evaluated
for impairment based on managements intentions and determination of the extent to
which future exploration programs are warranted and likely to be funded.

General
exploration costs not related to specific properties and general administrative expenses
are charged to operations in the year in which they are incurred.

Under
U.S. GAAP, pursuant to the Emerging Issues Task Force EITF 04-2, Whether Mineral
Rights Are Tangible or Intangible Assets, we classified our mineral rights as
tangible assets and accordingly acquisition costs are capitalized as mineral property
costs. U.S. GAAP requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. In performing the review for recoverability, we estimate the future cash
flows expected to result from the use of the asset and its eventual disposition. If the
sum of the undiscounted expected future cash flows is less than the carrying amount of the
asset, an impairment loss is recognized. Mineral exploration costs are expensed as
incurred until commercially mineable deposits are determined to exist within a particular
property. Accordingly, we have expensed all mineral exploration costs for U.S. GAAP
purposes. In addition, under Canadian GAAP, cash flows relating to resource property costs
are reported as investing activities. For U.S. GAAP purposes, these costs are classified
as operating activities.

12

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Foreign Currency
Translation

Our
financial statements are presented in Canadian dollars. Foreign denominated monetary
assets and liabilities are translated to their Canadian dollar equivalents using foreign
exchange rates which prevailed at the balance sheet date. Non-monetary items are
translated at historical exchange rates, except for items carried at market value, which
are translated at the rate of exchange in effect at the balance sheet date. Revenue and
expenses are translated at average rates of exchange during the period. Exchange gains or
losses arising on foreign currency translation are included in the determination of
operating results for the period.

Financial Instruments

Our
financial instruments consist of cash and cash equivalents, accounts payable and accrued
liabilities. The fair value of our financial instruments is estimated by management to
approximate their carrying values due to their immediate or short-term maturity. The fair
value of amounts due to a related party is not determinable as there are no stated
repayment terms. See Note 4(a) to the financial statements.

The
fair value of our rights to purchase net smelter royalties (see Note 3 to the financial
statements) is not determinable at the current stage of our exploration program. No value
has been assigned by management. We do not use any derivative or hedging instruments.

Stock-Based Compensation

We
granted stock options to directors and employees. We have adopted the accounting standards
of the Canadian Institute of Chartered Accountants, or CICA, regarding stock-based
compensation and other stock-based payments. The standard requires that all stock-based
awards be measured and recognized using a fair value based method. Fair values are
determined using the Black-Scholes option pricing model. Any consideration paid by
employees on the exercise of the options is credited to share capital.

Income Taxes

Future
income taxes are recognized for the future income tax consequences attributable to
differences between financial statement carrying values and their corresponding tax values
(temporary differences). Future income tax assets and liabilities are measured using
enacted income tax rates expected to apply to taxable income in years in which temporary
differences are expected to be recovered or settled. The effect on future income tax
assets and liabilities of a change in tax rates is included in income in the period in
which the change occurs. The amount of future income tax assets recognized is limited to
the amount that, in the opinion of management, is more likely than not to be realized.

Asset Retirement
Obligations

We
have adopted the CICA Handbook section 3110, Asset Retirement Obligations. This standard
focuses on the recognition and measurement of liabilities related to legal obligations
associated with the retirement of property, plant and equipment. Under this standard,
these obligations are initially measured at fair value and subsequently adjusted for any
changes resulting from the passage of time and revisions to either the timing or the
amount of the original estimate of undiscounted cash flows. The asset retirement cost is
to be capitalized to the related asset and amortized into earnings over time. Management
is of the opinion that we do not have any asset retirement obligations at this time.

Mineral
property related retirement obligations are capitalized as part of deferred exploration
and development costs.

13

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Impairment of Long-Lived
Assets

Long-lived
assets are tested for recoverability when events or changes in circumstances indicate
their varying value may not be recoverable. A long-lived asset is potentially not
recoverable when its carrying value is greater than the sum of its undiscounted cash flows
expected to result from its use and eventual disposition. The impairment loss, if any, is
measured as the amount by which the long-lived assets carrying amount exceeds its
fair value.

# Results of Operations

Income.
We did not have any business operations in the three fiscal years ended           March
31, 2008 and had no revenues during such period. In the fiscal year ended           March
31, 2008, we had interest income of $7,714 relating to interested earned           on
cash deposits held at a Canadian financial institution.

Expenses. Our expenses are primarily general and administrative in nature and include
          management, consulting, accounting and legal fees. Our general and
          administrative expenses decreased to $169,910 in the fiscal year ended March 31,
          2008, from $196,407 in the fiscal year ended March 31, 2007 and $123,286 in the
          fiscal year ended March 31, 2006. Expenses increased in fiscal years 2007 and
          2008 as a result of increased legal and accounting expenses attributable to the
          registration of our shares of common stock with the U.S. Securities and Exchange
          Commission in August 2007.

Write-down of mineral properties. In the fiscal year ended March 31, 2007, we determined
that the carrying value of the Stellar property may not be recoverable and $71,314
relating to the property was written-off. In the fiscal year ended March 31, 2008,
following our termination of the option agreement for the Stellar property in July 2007,
we wrote-off the property to nil carrying value and recorded a write-down of $1. We did
not write-down the carrying value of our mineral properties in the fiscal year ended March
31, 2006.

Exploration
Tax Credit.We recorded a British Columbia Mineral Tax credit of $11,114 in the
year ended March 31, 2008 as a result of our determination to write-off the Stellar
property in the fiscal year ended March 31, 2008. The tax was attributable to exploration
previously carried out on the Stellar property that had been recorded as income. We did
not record any tax credit in the fiscal years ended March 31, 2007 and 2006.

Gain
on debt settlement.In the fiscal years ended March 31, 2007 and 2006, we recorded a gain of $51,500 and
$11,439, respectively, due to a debt settlement that resulted in the cancellation of
outstanding debt for management fees owed to our President and Chief Executive Officer.

Net
Loss. As a result of the above, we incurred a net loss of $151,083, $216,222 and
$111,847 in the years ended March 31, 2008, 2007 and 2006.

# Recently Issued
Accounting Standards

Canadian Pronouncements

On
January 8, 2008, the CICA issued CICA Handbook Section 3064, Goodwill and Intangible
Assets. Section 3064 establishes standards for the recognition measurement and disclosure
of goodwill and intangible assets. Section 3064 is effective for annual and interim
financial statements to fiscal years beginning on or after October 1, 2008. We are
currently assessing the impact Section 3064 may have on our future financial statements.

On
September 15, 2006, the CICA issued three new accounting standards: Handbook Section 1535,
Capital Disclosures, Handbook Section 3862, Financial Instruments  Disclosures, and
Handbook Section 3863, Financial Instruments  Presentation. Section 1535 requires
that a company disclose information that enables users of its financial statements to
evaluate its objectives, policies and procedures for managing capital including
disclosures of any externally imposed capital requirements and the consequences for
non-compliance. The new Sections 3862 and 3863 replace Handbook Section 3861, Financial
Instruments  Disclosure and Presentation, revising and enhancing its requirements.
These new sections place increased emphasis on disclosures about the nature and extent of
risk arising from financial instruments and how the entity manages those risks. Sections
1535, 3862 and 3863 are effective for interim and annual fiscal years beginning on or
after October 31, 2007. We are currently assessing the impact Section 1535, 3862 and 3863
may have on our future financial statements.

14

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In
June, 2007, the CICA accounting standards board amended CICA Handbook Section 1400 to
include requirements for management to assess and disclose an entitys ability to
continue as a going concern. This section applies to interim and annual financial
statements relating to fiscal years beginning on or after January 1, 2008. We do not
expect the adoption of such amendment to have an impact on our future financial
statements.

United States
Pronouncements

In
February 2007, the Financial Accounting Standards Board, or FASB, issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities.
This Statement permits entities to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. We are currently assessing the impact of SFAS No.
159 on our financial position and results of operations.

In December 2007, the FASB issued
SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements
 an Amendment of ARB No. 51. This statement requires that noncontrolling
or minority interests in subsidiaries be presented in the consolidated statement of
financial position within equity, but separate from the parents equity, and that the
amount of the consolidated net income attributable to the parent and to the noncontrolling
interest be clearly identified and presented on the face of the consolidated statement of
income. SFAS No. 160 is effective for the fiscal years beginning on or after December 15,
2008. Currently, we do not anticipate that this statement will have an impact on our
financial statements.

In
December 2007, the FASB issued SFAS No. 141 (Revised) Business
Combinations. SFAS 141 (Revised) establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree. The statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and financial effects
of the business combination. The guidance will become effective for the fiscal year
beginning after December 15, 2008. We are in the process of evaluating the impact, if any,
SFAS 141 (Revised) will have on our financial statements upon adoption.

On
December 21, 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 110, or SAB 110. SAB 110 provides guidance to issuers on the method allowed in
developing estimates of expected term of plain vanilla share options in
accordance with FASB SFAS No. 123(R), Share-Based Payment. The Staff
will continue to accept, under certain circumstances, the use of a simplified method
beyond December 31, 2007, which amends question 6 of Section D.2 as included in SAB 107,
Valuation of Share-Based Payment Arrangements for Public Companies,
which stated that the simplified method could not be used beyond December 31, 2007. SAB
110 is effective January 1, 2008. We are in the process of evaluating the potential impact, if any, that the adoption of SAB
110 will have on our financial statements.

In
March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, orSFAS 161. SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on an
entitys financial position, financial performance, and cash flows. SFAS 161 achieves
these improvements by requiring disclosure of the fair values of derivative instruments
and their gains and losses in a tabular format. It also provides more information about an
entitys liquidity by requiring disclosure of derivative features that are credit
risk-related. Finally, it requires cross-referencing within footnotes to enable financial
statement users to locate important information about derivative instruments. SFAS 161
will be effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, will be adopted by us beginning in the first quarter of
2009. We do not expect there to be any significant impact of adopting SFAS 161 on our
financial position, cash flows and results of operations.

In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles,orSFAS 162. SFAS 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are presented in
conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days
following the Securities and Exchange Commissions approval of the Public Company
Accounting Oversight Boards amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. We
do not expect there to be any significant impact of adopting SFAS 162 on our financial
position, cash flows and results of operations.

15

---

---

In
May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts  An interpretation of FASB Statement No. 60, or SFAS
163. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to
an event of default when there is evidence that credit deterioration has occurred in an
insured financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprises risk-management activities. SFAS 163 requires that
disclosures about the risk-management activities of the insurance enterprise be effective
for the first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. SFAS 163 is not expected to have a material effect on our
financial statements.

|B. | Liquidity
and Capital Resources
|-- | -------------------------------

We
are an exploration stage company engaged principally in the acquisition, exploration and
development of mineral claims and as of March 31, 2008, we had an accumulated deficit of
$10,046,635. We have historically financed our operations from the sale of our securities
and the exercise of outstanding warrants and options.

We
had $664,333 of cash and cash equivalents and $587,083 of working capital at March 31,
2008 compared to $176,211 of cash and cash equivalents and $47,935 of working capital as
of March 31, 2007.

Net
cash used in operating activities was $135,908, $72,170 and $60,904 during the years ended
March 31, 2008, 2007 and 2006, respectively. These amount were used for administrative
expenses, including management fees, consulting fees, accounting fees and legal fees. Net
cash used in operating activities increased significantly in fiscal year 2008 as a result
of increased legal and accounting expenses attributable to the registration of our shares
of common stock with the U.S. Securities and Exchange Commission in August 2007.

Net
cash used in investing activities was $nil, $14,211 and $59,604, during the years ended
March 31, 2008, 2007 and 2006, respectively. Cash used in investing activities decreased
in fiscal 2008 as we did not incur any exploration or development costs during such
period.

Net
cash provided by financing activities was$624,030, $182,600 and $175,500 during
the years ended March 31, 2008, 2007 and 2006, respectively. Cash provided by financing
activities during the fiscal year ended March 31, 2008 reflects the exercise of warrants.
Cash provided by financing activities during the years ended March 31, 2007 and 2006 was
generated from sales of our securities.

We
will require substantial additional funds in order to achieve our long-term goals and make
any significant acquisitions. In addition, we will require additional funds to undertake
any significant exploration work or other business activities. We do not have the funds
necessary to meet our obligations under the letters of intent we entered into with BANG
and First West in May 2008 and to finance those acquisitions, we anticipate raising
capital through a private placement of our securities. To that end, we have entered into
an engagement letter with Haywood to act as our agent in the private placement. See Item
4B Information on the Company  Business Overview. However, the private
placement may not be successful, and other financing may not be available to us, or if
available, it may not be on acceptable terms. Any shortfall in funding could have a
material adverse effect on our business and future success.

|C. | Research
and Development, Patents and Licenses
|-- | ----------------------------------------------

We
have not performed any research and development over the past three fiscal years. We do
not have any specific research and development policies.

16

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|D. | Trend
Information
|-- | -----------------

We
are exploration stage company engaged principally in the acquisition, exploration and when
warranted, development, of mineral properties. As a result, our business is dependent on
the worldwide prices of minerals on which we are focused at a given time.

In
addition, because our operations may be located in foreign countries, primarily Africa,
our foreign costs, as expressed in Canadian dollars, are influenced by fluctuations in the
exchange rate of the Canadian dollar against the currencies of those countries. If the
Canadian dollar cost of our foreign operations increases as a result of the depreciation
of the Canadian dollar, our Canadian dollar-measured results of operations will be
adversely affected.

|E. | Off-balance
Sheet Arrangements
|-- | ------------------------------

We
are not a party to any material off-balance sheet arrangements. In addition, we have no
unconsolidated special purpose financing or partnership entities that are likely to create
material contingent obligations.

|F. | Tabular
Disclosure of Contractual Obligations
|-- | ---------------------------------------------

|Contractual Obligations     | Payments due by period
|--------------------------- | ----------------------
|
|
|
|
|Purchase obligations (1)(2) |                       
|Total                       |                       

|   
|---
|(1)

|(2) | Under
the option agreement entered into with Nicoya relating to the Bridge
               mineral claim, as amended on March 20, 2008, we are required to expend not
less                than an aggregate of $450,000 in connection with the exploration work
relating                to the claim: $50,000 on or before February 15, 2009; an
aggregate of at least                $150,000 on or before February 15, 2010; and an
aggregate of at least $250,000                on or before February 10, 2011.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 6. | Directors, Senior Management and Employees
|------- | ------------------------------------------

|A. | Directors
and Senior Management
|-- | -------------------------------

Set
forth below are the name, age, principal position and a biographical description of each
of our directors and executive officers:

|Name                  | Age |  | Position                                       
|--------------------- | --- |  | -----------------------------------------------
|
|
|
|
|Michael Laidlaw       | 72  |  | President, Chief Executive Officer and Director
|                     
|Terence Kwan          | 60  |  | Chief Financial Officer and Director           
|                     
|Christopher R. Cooper | 38  |  | Director                                       
|                     
|Glen Macdonald        | 59  |  | Director                                       

Michael
M. Laidlawhas served as ourPresident and Chief Executive Officer and as a
director since September 1999 and is a member of our Audit Committee. Mr. Laidlaw was a
member of the London Stock Exchange from 1964 to 2000. Mr. Laidlaw was a partner and
managing director of old established brokerage houses, Giles & Overbury Limited and
Vivan Gray & Co., in London, England, for most of his working life and in this
capacity managed funds and raised several hundred million dollars. Since emigrating to
North America he has sat on the board of directors of numerous North American companies.
Mr. Laidlaw also serves a director of Mortlock Ventures Inc., which is listed on the OTC
Bulletin Board. Mr. Laidlaw serves as our President and Chief Executive Officer on
a part-time basis.

17

---

---

Terence
Kwanhas served as our Chief Financial Officer and as a director since February 2007.
Mr. Kwan has over 30 years of experience with both public and private companies working in
the mineral exploration field, restaurant and entertainment, retail and securities
industries in Canada. Mr. Kwan has been a licensed securities broker in British Columbia
in excess of 15 years. Since 2005, Mr. Kwan has served as Vice-President and an investment
advisor (and was formerly the Chief Financial Officer) of Global Securities Corp. Mr. Kwan
holds a Bachelor of Commerce degree from the University of British Columbia and is a
chartered public accountant in Canada. Mr. Kwan serves as our Chief Financial Officer on a
part-time basis.

Christopher
R. Cooperhas served as a director since June 2006 and is a member of our Audit
Committee. Mr. Cooper has over ten years experience in oil and gas management and finance.
Since April 2003, Mr. Chris Cooper has served as the President and Chief Executive Officer
of Northern Sun Exploration Company Inc. and is a director of Benchmark Energy Corp. Mr.
Cooper co-founded several junior and intermediate oil and gas companies, including Choice
Resources Corp., Watch Resources Ltd. and Banks Energy Inc., and currently serves as
member of board of directors of those companies. Mr. Cooper holds a Bachelor of Business
Administration degree from Hofstra University and an MBA degree in Business from Dowling
College.

Glenn
Macdonaldhas served as a director since July 2005 and is a member of our Audit
Committee. Mr. Macdonald has experience in mid-sized mine operations (underground
geologist) and management experience as exploration manager for major mining companies.
Since 1983, Mr. Macdonald has worked as an independent geological consultant for both
junior and major mining companies on four continents, and has assisted in management of
projects, some with annual budgets exceeding $15 million. Mr. Macdonald currently also
serves as a director of several public resource companies, including AVC Venture Corp,
Cons Goldwin Ventures, Dynamic Resources Corp, Golden Cariboo Resources Ltd., Maxim
Resources Ltd, Solitaire Minerals Corp, Teslin River Resources Corp, and Westminster
Resources Ltd. Mr. Macdonald is a member of the Association of Professional Engineers,
Geologists and Geophysicists of Alberta and the Association of Professional Engineers and
Geoscientists of the Province of British Columbia. Mr. Macdonald holds a with BA
(Economics) degree and BSc. (Geology) degree, both from the University of British
Columbia, in Vancouver, Canada.

There
are no known family relationships between any of our officers and directors.

To
the best knowledge of our knowledge, there are no arrangements or understandings with any
major shareholders, customers, suppliers or others, pursuant to which any of our officers
and directors was selected as a director or member of senior management.

|B. | Compensation
|-- | ------------

The
aggregate amount of compensation paid during the fiscal year ended March 31, 2008 to all
of our directors and executive officers as a group (5 persons) for services in all
capacities was approximately $94,816. Both of our executive officers work for us on a
part-time basis. We did not set aside any amount during the fiscal year ended March 31,
2008 to provide pension, retirement or similar benefits for directors and officers of our
company.

In
November 2007, we issued an aggregate of 320,000 of our common shares at a price of $0.21
per share to Michael Laidlaw, our President and Chief Executive Officer, Terence Kwan, our
Chief Financial Officer, and Mr. Carl Johsson, our former Secretary and a former director,
in connection with a settlement of debt that we owed to them in an aggregate amount of
$67,200.

18

---

---

|C. | Board
Practices
|-- | ---------------

Our
directors are elected by the shareholders at our annual general meeting of shareholders.
The term of office of each director expires immediately before the annual general meeting
of shareholders, and the directors are eligible for re-election at the meeting. The
directors may appoint one or more additional directors, but the number of additional
directors so appointed may not exceed one-third of the number of serving directors
appointed by the shareholders.

There
are no arrangements or understandings between us and any of our subsidiaries, on the one
hand, and any of our directors, on the other hand, providing for benefits upon termination
of their employment or service as directors of our company or any of our subsidiaries.

Our
Audit Committee is comprised of Messrs. Michael Laidlaw, Christopher Cooper and Glen
Macdonald. Our Audit Committee has adopted an Audit Committee Charter. Our board of
directors has not established any other committees.

|D. | Employees
|-- | ---------

We
have not had any employees during the past three fiscal years.

Michael
Laidlaw serves as our President and Chief Executive Officer on a part time basis under a
management and administrative agreement we entered into with him on December 29, 2006.

Mr. Terence Kwan serves as our Chief Financial Officer on a part time basis through
          a company owned by him.

|E. | Share
Ownership
|-- | ---------------

None
of our directors and executive officers holds more than 1% of our outstanding shares,
other than Mr. Glen Macdonald, a member of our board of directors, who holds 210,000 of
our common shares, or 1.26% our issued and outstanding Commons Shares, based on 16,643,012
common shares issued and outstanding on August 26, 2008.

None
of our directors and executive officers hold options or other rights to purchase our
common shares.

|Item 7. | Major Shareholders and Related Party Transactions
|------- | -------------------------------------------------

|A. | Major
Shareholders
|-- | ------------------

To
the best of our knowledge, as of August 26, 2008 there are no shareholders which
beneficially own 5% or more of our issued and outstanding common shares. Although we have
an unlimited number of preferred shares available for issue, we have not issued any
preferred shares to date. All of our shareholders have the same voting rights.

Based
on a review of information provided to us by our transfer agent, as of August 26, 2008,
there were 41 holders of record of our common shares, including 16 holders of record
residing in the United States holding 95,800 common shares, or 0.0058% of the aggregate
16,643,012 common shares outstanding as of such date.

We
are not aware of any arrangement, the operation of which may at some subsequent date
result in a change of control our company.

|B. | Related
Party Transactions
|-- | --------------------------

On
December 29, 2006, we entered into a management and administrative agreement with Mr.
Michael Laidlaw, who is a director of our company. Under the agreement, Mr. Laidlaw serves
as our President and Chief Executive Officer on a part time basis for a monthly fee of
$2,500.

19

---

---

Mr. Carl Johsson, our former Secretary and a former director, provides legal
          services to us through the law firm of Tupper Jonsson & Yeadon, of which he
          is a partner. We paid Tupper Jonsson & Yeadon an aggregate of $26,244,
          $39,155 and $36,000 in each of the fiscal years ended March 31, 2008, 2007 and
          2006, respectively. Mr. Carl Johsson resigned from office of Secretary and
          director on July 18, 2008.

Mr. erence Kwan serves as our Chief Financial Officer through a company owned by
          him since February 2007 for a monthly retainer of $3,000

Mr. Glen Macdonald, a director, provides geological professional services to us from
          to time. We paid Mr. Glen Macdonald an aggregate of $nil, $5,000 and $nil in
          each of the fiscal years ended March 31, 2008, 2007 and 2006, respectively.

In
November 2007, we issued an aggregate of 320,000 of our common shares at a price of $0.21
per share to Michael Laidlaw, our President and Chief Executive Officer, Terence Kwan, our
Chief Financial Officer, and Mr. Carl Johsson, our former Secretary and a former director,
in connection with a settlement of debt that we owed to them in an aggregate amount of
$67,200.

There
were no loans outstanding as at March 31, 2008 to any of our directors and officers.

|C. | Interests
of Experts and Counsel
|-- | --------------------------------

Not
applicable.

|Item 8. | Financial Information
|------- | ---------------------

|A. | Consolidated
Statements and Other Financial Information
|-- | -------------------------------------------------------

See
the financial statements included under Item 17 Financial Statements.

We
are not a party to any legal proceedings and we are not aware of any threatened
proceedings, which in the aggregate would be material to the business of our company.

We
have never paid cash dividends to our shareholders and have no plans to pay or declare
dividends on our common shares in the foreseeable future.

|B. | Significant
Changes
|-- | -------------------

In
May 2008, we entered into two letters of intent for the acquisition of each of BANG and
First West. The acquisitions are subject to closing conditions, including shareholder
approval. See Item 4B Information on the Company  Business Overview.

Other
than the foregoing, since the date of the annual   financial statements
included in this annual report, no significant changes have occurred.

|Item 9. | Listings
|------- | --------

|A. | Offer and Listing Details
|-- | -------------------------

Our
common shares were listed for trading on the TSX Venture Exchange in Canada under our
prior corporate name, Global Net Entertainment Corp, for a certain period prior to October
1, 2003. On October 1, 2003, trading in our shares of common stock was suspended as a
result of our failure to file annual and quarterly financial statements. On November 6,
2006, trading in our common shares was transferred to the NEX board of the TSX Venture
Exchange in Canada and trading commenced on the NEX board on November 17, 2006 under the
symbol GDMH. During the period that trading was suspended, we consolidated our
common shares on a 1:5 basis and the trading which commenced on November 17, 2006 was of
consolidated shares. The trading prices provided below for the period subsequent to
November 17, 2006 relate to the consolidated common shares. On May 1, 2008, we initiated a
suspension in the trading of our common shares pending the public announcement of the
letters of intent relating to the BANG and First West acquisitions, which we entered into
on such date. On July, 2008, our management determined that the trading in our shares of
common stock will remain suspended until the closing of the BANG and First West
acquisitions (see Item 4B Information on the Company  Business
Overview).

20

---

---

All
of the following trading prices are expressed in Canadian dollars.

# Annual Stock Information

The
following table sets forth, for each of the years indicated, the range of high ask and low
prices of our common shares on the NEX board of the TSX Venture Exchange.

|Fiscal year ended March 31, | High | Low
|--------------------------- | ---- | ---
|
|
|
|
|2008                        |      |    
|2007                        |      |    
|2006                        |      |    
|2005                        |      |    
|2004                        |      |    
|                            |      |    

|                                                                                                                                                                                                                                         
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* In 2003, our shares of common stock
traded on the TSX Venture Exchange in Canada under the name Global Net Entertainment Corp.
However, we have been unable to obtain historical trading data for the fiscal year ended
March 31, 2008.

# Quarterly Stock
Information

The
following table sets forth, for the periods indicated, the high and low prices of our
common shares on the NEX board of the TSX Venture Exchange:

|               | High | Low
|-------------- | ---- | ---
|
|
|
|
|2006           |      |    
|First Quarter  |      |    
|Second Quarter |      |    
|Third Quarter  |      |    
|Fourth Quarter |      |    
|2007           |      |    
|First Quarter  |      |    
|Second Quarter |      |    
|Third Quarter  |      |    
|Fourth Quarter |      |    
|2008           |      |    
|First Quarter  |      |    
|Second Quarter |      |    

# Monthly Stock Information

The
following table sets forth, for each of the most recent six months, the range of high and
low prices of our common shares on the NEX board of the TSX Venture Exchange. On May 1,
2008, we initiated a suspension in the trading of our common shares pending the public
announcement of the letters of intent relating to the BANG and First West acquisitions,
which we entered into on such date. On July, 2008, our management determined that the
trading in our shares of common stock will remain suspended until the closing of the BANG
and First West acquisitions (see Item 4B Information on the Company  Business
Overview).

21

---

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|Month       | High | Low
|----------- | ---- | ---
|
|
|
|
|March 2008  |      |    
|April 2008  |      |    
|May 2008    |      |    
|June 2008   |      |    
|July 2008   |      |    
|August 2008 |      |    

|B | Plan
of Distribution
|- | --------------------

Not
applicable.

|C. | Markets
|-- | -------

Our
common shares were listed for trading on the TSX Venture Exchange in Canada under our
prior corporate name, Global Net Entertainment Corp, for a certain period prior to October
1, 2003. On October 1, 2003, trading in our shares of common stock was suspended as a
result of our failure to file annual and quarterly financial statements. On November 6,
2006, trading in our common shares was transferred to the NEX board of the TSX Venture
Exchange in Canada and trading commenced on the NEX board on November 17, 2006 under the
symbol GDMH. During the period that trading was suspended, we consolidated our
common shares on a 1:5 basis and the trading which commenced on November 17, 2006 was of
consolidated shares. On May 1, 2008, we initiated a suspension in the trading of our
common shares pending the public announcement of the letters of intent relating to the
BANG and First West acquisitions, which we entered into on such date. On July, 2008, our
management determined that the trading in our shares of common stock will remain suspended
until the closing of the BANG and First West acquisitions (see Item 4B Information
on the Company  Business Overview).

|D. | Selling Shareholders
|-- | --------------------

Not
applicable.

|E. | Dilution
|-- | --------

Not
applicable.

|F. | Expense
of the Issue
|-- | --------------------

Not
applicable.

|Item 10. | Additional Information
|-------- | ----------------------

|A. | Share
Capital
|-- | -------------

Not
applicable.

|B. | Memorandum and Articles of Association
|-- | --------------------------------------

# Purposes and Objects of the Company

We
were incorporated in British Columbia, Canada, on September 30, 1968. We do not have any
stated objects or purposes, as such are not required by the corporate laws of the Province
of British Columbia. Rather, we are, by such corporate laws, entitled to carry on any
activities whatsoever which are not specifically precluded by other statutory provisions
of the Province of British Columbia.

# The Powers of the
Directors

The
powers and functioning of the directors are set forth in our Articles and among other
things provide that:

22

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| |  | subject
to the obligation of a director to disclose his potential interest in a proposal,
arrangement or contract being considered by us, a director may vote with respect to such
matter in certain instances and in certain instances is not entitled to vote;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
directors may, in the absence of an independent quorum, vote compensation to themselves;
| | - | --------------------------------------------------------------------------------------------

| |  | there
are no limitations on the exercise by our directors of borrowing powers;
| | - | ------------------------------------------------------------------------------

| |  | there
are no provisions for the retirement or non-retirement of directors under an age limit;
| | - | ---------------------------------------------------------------------------------------------

| |  | there
is no requirement for a director to hold any of our shares.
| | - | -----------------------------------------------------------------

# Rights Attached to Shares

Our
authorized capital consists of an unlimited number of common shares without par value. As
at the close of business on August 22, 2008, there are 16,643,012 common shares issued and
outstanding, all of which are validly issued and fully paid shares. Each share has
attached to it one non-cumulative vote.

As
all of our authorized and issued shares are of one class and there are no special rights
or restrictions of any nature or kind attached to any of the shares. Holders of shares of
common stock are entitled to receive such dividends as may be declared from time to time
by the board of directors, in its discretion, out of funds legally available for
distribution.

Upon
liquidation, dissolution or winding up of our company, after satisfaction of liabilities
and debts, our assets will be distributed to the holders of our shares of common stock,
pro rata in proportion to their holdings in our company. There are no provisions in our
articles to limit ownership percentages of any existing or prospective major shareholder.

# Changing Rights Attached
to Shares

The
alteration of the rights of holders of our issued shares must be approved by the majority
vote of 66.666% of our issued shares attending and voting at the meeting, and in a
separate meeting by a 66.666% majority of the shares that are the subject of the proposed
alterations attending and voting at the meeting.

# Annual and Extraordinary
Meetings

Annual
general meetings are called and scheduled upon decision by our board of directors. The
directors may convene an extraordinary general meeting of the shareholders. The holders of
not less than 5% of our issued shares may requisition an extraordinary meeting of the
shareholders. All meetings of the shareholders may be attended by registered shareholders
or persons who hold powers of attorney or proxies given to them by registered
shareholders.

# Limitations on the
Rights to Own Securities in Our Company

There
are no limitations on the rights to own securities, including by non-residents or foreign
shareholders.

# Provisions Restricting
Change in Control of Our Company

There
are no provisions in our Articles that would have an effect of delaying, deferring or
preventing a change in the control of our company, or that would operate with respect to
any proposed merger, acquisition or corporate restructuring of our company.

# Disclosure of
Shareholders Ownership

There
are no provisions in our Articles requiring share ownership to be disclosed. However, the
securities laws of the Province of British Columbia require disclosure of shareholdings by
insiders who are generally directors, officers, employees or others holding more than 10%
of the issued shares of a company and its affiliates.

23

---

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# Changes in Our Capital

There
are no provisions in our Articles governing changes in our capital which are more
stringent than required by law.

|C. | Material Contracts
|-- | ------------------

In
May 2008, we entered into two letters of intent for the acquisition of each of BANG and
First West. The acquisitions are subject to closing conditions, including shareholder
approval. See Item 4B Information on the Company  Business Overview.

|D. | Exchange
Controls
|-- | -----------------

There
are no governmental laws, decrees or regulations existing in Canada, our domicile of
incorporation, which restrict the export or import of capital, or the remittance of
dividends, interest or other payments to non-resident holders of our common shares. Nor
does Canada have foreign exchange currency controls.

|E. | Taxation
|-- | --------

# Canadian Federal Income
Tax Consequences

The
following summary of the material Canadian federal income tax considerations generally
applicable to shares will vary according to the status of that holder as an individual,
trust, corporation, or member of a partnership, the jurisdiction in which that holder is
subject to taxation, the place where that holder is resident and, generally, according to
that holders particular circumstances. This summary is applicable only to holders
who are residents of the United States, have never been a resident of Canada, deal at
arms length with us, hold their common shares as capital property, and who will not
use or hold the common shares in carrying on business in Canada. Special rules, which are
not discussed in this summary, may apply to a United States holder that is an issuer that
carries on business in Canada and elsewhere.

This
summary is based upon the provisions of the Income Tax Act of Canada and the regulations
thereunder, referred to collectively as the Tax Act or ITA, and the Canada-United States
Tax Convention as amended by the Protocols thereto, referred to as the Tax Convention, as
of the date of this annual report and the current administrative practices of Revenue
Canada, Customs, Excise and Taxation. This summary does not take into account Canadian
provincial income tax consequences.

This
summary is not exhaustive of all possible income tax consequences. It is not intended as
legal or tax advice to any particular holder of common stock and should not be so
construed. Each holder should consult his own tax advisor with respect to the income tax
consequences applicable to him in his own particular circumstances.

# North American Free
Trade Agreement (Canada).

The
Investment Act was amended with the North American Free Trade Agreement (NAFTA) to provide
for special review thresholds for U.S. persons (including American-controlled
entities as defined in the Investment Act). Under the Investment Act, as
amended, an investment in our common shares by a U.S. person would be reviewable only if
it was an investment to acquire control of us and the value of our assets was equal to or
greater than a specified amount, which increases in stages. Such amount is currently $150
million.

# Disposition of Common
Shares

If
a non-resident of Canada were to dispose of our common shares to a Canadian corporation
which deals or is deemed to deal on a non-arms length basis with the non-resident
and that, and immediately after the disposition is connected with us (i.e. holds shares
representing more than 10% of the voting power and more than 10% of the market value of
all of our shares issued and outstanding), the amount by which the fair market value of
any consideration (other than any shares of the purchaser corporation) exceeds the paid-up
capital of the common shares sold will be deemed to be taxable as a dividend paid by the
purchasing corporation, either immediately or eventually by means of a deduction in
computing the paid-up capital of the purchasing corporation, and subject to withholding
taxes as described below.

24

---

---

Under
the Tax Act, a gain from the sale of common shares by a non-resident will not be subject
to Canadian tax, provided the shareholder (and/or persons who do not deal at arms
length with the shareholder) has not held a substantial interest in us (25% or
more of the shares of any class of our stock) at any time in the five years preceding the
disposition. Generally, the Tax Convention will exempt from Canadian taxation any capital
gain realized by a resident of the United States, provided that the value of the common
shares is not derived principally from real property situated in Canada.

# Dividend

In
the case of any dividends paid to non-residents, we withhold the Canadian tax and remit
only the net amount to the shareholder. By virtue of Article X of the Tax Convention, the
rate of tax on dividends paid to residents of the United States is generally limited to
15% of the gross dividend (or 5% in the case of certain corporate shareholders owning at
least 10% of our voting shares upon ratification of the Protocol amending the treaty. In
the absence of the Tax Convention provisions, the rate of Canadian withholding tax imposed
on non-residents is 25% of the gross dividend. Stock dividends received by nonresidents
from us are taxable by Canada as ordinary dividends and therefore the withholding tax
rates will be applicable.

Where
a holder disposes of common shares to us (unless we acquired the common shares in the open
market in the manner in which shares would normally be purchased by any member of the
public), this will result in a deemed dividend to the U.S. holder equal to the amount by
which the consideration we paid by exceeds the paid-up capital of such stock. The amount
of such dividend will be subject to withholding tax as described above.

# Capital Gains

A
non-resident of Canada is not subject to tax under the ITA in respect of a capital gain
realized upon the disposition of a share of a class that is listed on a prescribed stock
exchange unless the share represents taxable Canadian property to the holder
thereof. Our common shares will be taxable Canadian property to a non-resident holder if,
at any time during the period of five years immediately preceding the disposition, the
non-resident holder, persons with whom the non-resident holder did not deal at arms
length, or the non-resident holder and persons with whom he/she did not deal at arms
length owned 25% or more of our issued shares of any class or series. In the case of a
nonresident holder to whom our shares represent taxable Canadian property and who is
resident of the United States, no Canadian tax will be payable on a capital gain realized
on such shares by reason of the Tax Convention unless the value of such shares is derived
principally from real property situated in Canada or the non-resident holder previously
held the shares while resident in Canada. We believe that the value of our common shares
is not derived from real property situated inside Canada.

# United States Federal
Income Taxation

The
following discussion summarizes the material U.S. federal income tax considerations
applicable to the purchase, ownership and disposition of our common shares. Unless
otherwise stated, this summary deals only with shareholders that are U.S. Holders (as
defined below) who hold their common shares as capital assets.

As
used in this section, the term U.S. Holder means a beneficial owner of a
common share who is:

| |  | an
individual citizen or resident of the United States or an individual treated as a U.S.
citizen               or resident for U.S. federal income tax purposes;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
corporation or other entity taxable as a corporation for U.S. federal income tax purposes
              created or organized in or under the laws of the United States, any State
or the District of Columbia;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | an
estate, the income of which is subject to U.S. federal income taxation regardless of its
              source; or
| | - | --------------------------------------------------------------------------------------------------------------------

| |  | any
trust if (A)(i) a court within the United States is able to exercise primary supervision
over the administration of the trust and (ii) one or more United States persons have the
authority to control all substantial decisions of the trust, or (B) such trust validly
elects to be treated as a United States person.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25

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---

The
term Non-U.S. Holder means a beneficial owner of a common share that is an
individual, corporation, estate or trust and is not a U.S. Holder. The tax consequences to
a Non-U.S. Holder may differ substantially from the tax consequences to a U.S. Holder.
Certain aspects of U.S. federal income tax relevant to a Non-U.S. Holder are discussed
below.

This
description is based on provisions of the U.S. Internal Revenue Code of 1986, as amended,
or the Code, existing and proposed U.S. Treasury regulations promulgated thereunder,
administrative and judicial interpretations thereof, and the U.S.-Canada Tax Treaty, each
as in effect as of the date of this document. These sources may change, possibly with
retroactive effect, and are open to differing interpretations. This description does not
discuss all aspects of U.S. federal income taxation that may be applicable to investors in
light of their particular circumstances or to investors who are subject to special
treatment under U.S. federal income tax law, including:

| |  | insurance
companies;
| | - | --------------------

| |  | dealers
in stocks, securities or currencies;
| | - | --------------------------------------------

| |  | financial
institutions and financial services entities;
| | - | -------------------------------------------------------

| |  | real
estate investment trusts;
| | - | ------------------------------

| |  | regulated
investment companies;
| | - | -------------------------------

| |  | persons
that receive common shares in connection with the performance of services;
| | - | ----------------------------------------------------------------------------------

| |  | tax-exempt
organizations;
| | - | -------------------------

| |  | persons
that hold common shares as part of a straddle or appreciated financial position or as
part of a hedging, conversion or other integrated instrument;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | persons
who acquire their common shares through the exercise or cancellation of employee stock
                  options or otherwise as consideration for their services;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | individual
retirement and other tax-deferred accounts;
| | - | ------------------------------------------------------

| |  | expatriates
of the United States and certain former long-term residents of the United States;
| | - | ---------------------------------------------------------------------------------------------

| |  | persons
liable for the alternative minimum tax;
| | - | -----------------------------------------------

| |  | persons
having a "functional currency" other than the U.S. dollar; and
| | - | ----------------------------------------------------------------------

| |  | direct,
indirect or constructive owners of 10% or more, by voting power or value, of our company.
| | - | -------------------------------------------------------------------------------------------------

If
a partnership or an entity treated as a partnership for U.S. federal income tax purposes
owns common shares, the U.S. federal income tax treatment of a partner in such a
partnership will generally depend upon the status of the partner and the activities of the
partnership. A partnership that owns common shares and the partners in such partnership
should consult their tax own advisors about the U.S. federal income tax consequences of
holding and disposing of common shares.

This
discussion does not consider the possible application of U.S. federal gift or estate tax
or alternative minimum tax.

26

---

---

All
investors are urged to consult their own tax advisors as to the particular tax
consequences to them of an investment in our common shares, including the effect and
applicability of United States federal, state, local and foreign income and other tax laws
(including estate and gift tax laws) and tax treaties.

Distributions Paid on the
Common Shares

Subject
to the discussion below under Passive Foreign Investment Company
Considerations, a U.S. Holder generally will be required to include in his or her
gross income as ordinary dividend income the amount of any distributions paid on the
common shares, including the amount of any Canadian taxes withheld, to the extent that
those distributions are paid out of our current or accumulated earnings and profits, as
determined for U.S. federal income tax purposes. Subject to the discussion below under
Passive Foreign Investment Company Considerations, distributions in excess of
our earnings and profits will be applied against and will reduce the U.S. Holders
tax basis in its common shares and, to the extent they exceed that tax basis, will be
treated as gain from a sale or exchange of those common shares. Our dividends will not
qualify for the dividends-received deduction applicable in some cases to U.S.
corporations.

Dividends
that we pay in Canadian dollars, including the amount of any Canadian taxes withheld
therefrom, will be included in your income in a U.S. dollar amount calculated by reference
to the exchange rate in effect on the day such dividends are received, regardless of
whether the payment is in fact converted into U.S. dollars. A U.S. Holder who receives
payment in Canadian dollars and converts them into U.S. dollars at an exchange rate other
than the rate in effect on such day will have a foreign currency exchange gain or loss
that would be treated as ordinary income or loss. U.S. Holders should consult their own
tax advisors concerning the U.S. tax consequences of acquiring, holding and disposing of
Canadian dollars.

Subject
to certain limitations, qualified dividend income received by a noncorporate
U.S. Holder in tax years beginning on or before December 31, 2010 will be subject to tax
at a reduced maximum tax rate of 15%. Distributions taxable as dividends paid on the
common shares should qualify for the 15% rate provided that we are not a passive foreign
investment company (as described below) for U.S. tax purposes and that either: (i) we are
entitled to benefits under the income tax treaty between the United States and Canada,
referred to as the U.S.-Canada Tax Treaty, or (ii) the common shares are readily tradable
on an established securities market in the United States and certain other requirements
are met. We believe that we are entitled to benefits under the U.S.-Canada Tax Treaty and
that the common shares currently are readily tradable on an established securities market.
However, no assurance can be given that the common shares will remain readily tradable.
The rate reduction does not apply unless certain holding period requirements are
satisfied. With respect to the common shares, the U.S. Holder must have held such shares
for at least 61 days during the 121-day period beginning 60 days before the ex-dividend
date. The rate reduction also does not apply to dividends received from passive foreign
investment companies, see discussion below, or in respect of certain hedged positions or
in certain other situations. The legislation enacting the reduced tax rate contains
special rules for computing the foreign tax credit limitation of a taxpayer who receives
dividends subject to the reduced tax rate. U.S. Holders of common shares should consult
their own tax advisors regarding the effect of these rules in their particular
circumstances.

Subject
to the discussion below under Information Reporting and Back-up Withholding, a
Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on
dividends received on common shares unless that income is effectively connected with the
conduct by that Non-U.S. Holder of a trade or business in the United States, in which case
a corporate Non-U.S. Holder may also be subject to the U.S. branch profits tax.

# Foreign Tax Credit

Any
dividend income resulting from distributions we pay to a U.S. Holder with respect to the
common shares generally will be treated as foreign source income for U.S. foreign tax
credit limitation purposes. Subject to certain conditions and limitations, Canadian tax
withheld on dividends may be deducted from taxable income or credited against a U.S.
Holders U.S. federal income tax liability. The limitation on foreign taxes eligible
for credit is calculated separately with respect to specific classes of income. For this
purpose, any dividend that we distribute generally will constitute passive category
income, or, in the case of certain U.S. Holders, general category
income. The rules relating to the determination of foreign source income and the
foreign tax credit are complex, and the availability of a foreign tax credit depends on
numerous factors. Each investor who is a U.S. Holder should consult with its own tax
advisor to determine whether its income with respect to the common shares would be foreign
source income and whether and to what extent that investor would be entitled to a foreign
tax credit.

27

---

---

# Disposition of Common
Shares

Upon
the sale or other disposition of common shares, subject to the discussion below under
Passive Foreign Investment Company Considerations, a U.S. Holder generally
will recognize capital gain or loss equal to the difference between the amount realized on
the disposition and the holders adjusted tax basis in the common shares. U.S.
Holders should consult their own advisors with respect to the tax consequences of the
receipt of a currency other than U.S. dollars upon such sale or other disposition.

Gain
or loss upon the disposition of the common shares will be treated as long-term if, at the
time of the sale or disposition, the common shares were held for more than one year. The
deductibility of capital losses by a U.S. Holder is subject to limitations. In general,
any gain or loss recognized by a U.S. Holder on the sale or other disposition of common
shares will be U.S. source income or loss for U.S. foreign tax credit purposes. U.S.
Holders should consult their own tax advisors concerning the source of income for U.S.
foreign tax credit purposes and the effect of the U.S.-Canada Tax Treaty on the source of
income.

Subject
to the discussion below under Information Reporting and Back-up Withholding, a
Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on
any gain realized on the sale or exchange of common shares unless:

| |  | that
gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or
business               in the United States, and, if a tax treaty applies, is
attributable to a permanent establishment or fixed base of the Non-U.S.
              Holder in the United States; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | in
the case of any gain realized by an individual Non-U.S. Holder, that holder is present in
the United States for 183 days or more in the taxable year of the sale or exchange, and
other conditions are met.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Passive Foreign
Investment Company Considerations

Investors
should note that our company may be a passive foreign investment company, or PFIC, as
defined in Section 1297 of the Code. For U.S. federal income tax purposes, a foreign
company is considered a PFIC for any taxable year in which either (i) 75% or more of its
gross income is passive income, or (ii) at least 50% of the average value of all of its
assets for the taxable year produce or are held for the production of passive income. For
this purpose, passive income generally includes dividends, interest, royalties, rents,
annuities and the excess of gains over losses from the disposition of assets which produce
passive income. Any portfolio companies held (directly or indirectly) by our company may
also be classified as PFICs. Based on our current and projected income, assets and
activities, we may be classified as a PFIC this year. However, because the determination
of whether we are a PFIC is based upon the composition of our income and assets from time
to time, we cannot be certain whether or not we will be considered a PFIC for the current
taxable year or any future taxable year.

If
our company is classified as a PFIC, a U.S. Holder (other than a U.S. Holder who makes a
timely QEF election, as discussed below) would be required to allocate to each day in its
holding period with respect to the common shares a pro rata portion of any distributions
received (or deemed to be received) on the common shares which are treated as excess
distributions, as defined under the Code. Generally, an excess distribution is the
ratable share of distributions received (or deemed to be received) by a U.S. Holder during
the taxable year that is greater than 125% of the average annual distributions received by
such U.S. Holder in the three preceding years (or such shorter period as the U.S. Holder
may have held such shares). Any amount of the excess distribution treated as allocable to
a prior taxable year would be subject to tax at the highest individual or corporate tax
rate, as the case may be, applicable for such prior year and an interest charge will be
imposed with respect to the resulting tax liability allocated to each such year. Any
dividends received would not qualify for the reduced maximum tax rate. Similar rules would
apply to distributions with respect to the shares in each portfolio company which is
classified as a PFIC, which shares would be considered owned by our companys
shareholders pro rata. In addition, any gain recognized on a disposition or deemed
disposition of shares of our company or shares of a portfolio company which is classified
as a PFIC, including on liquidation, would be treated in the same manner as an excess
distribution. Any such gain would be treated as ordinary income rather than as capital
gain.

28

---

---

Under
certain circumstances, shares held by a Non-U.S. Holder may be attributed to a United
States person owning an interest, directly or indirectly, in the Non-U.S. Holder. In this
event, dividends and other transactions in respect of the shares (or the shares of direct
or indirect subsidiaries of our company that are classified as PFICs) would be attributed
to such United States person for purposes of applying the PFIC rules.

If
a U.S. Holder makes a timely qualified electing fund, or QEF, election in respect of its
common shares, such U.S. Holder will not be subject to the rules described above. Instead,
the U.S. Holder would be required to include in its income for each taxable year its pro
rata share of our ordinary earnings as ordinary income and its pro rata share of our net
capital gain as long term capital gain, whether or not such amounts are actually
distributed. A U.S. Holder generally may elect to defer the payment of this tax until
distributions are received or the shares are sold, subject to the imposition of an
interest charge on such deferral. We offer no assurance that we will comply with all
accounting, recordkeeping and reporting requirements necessary for U.S. Holders to make
QEF elections.

If
the common shares are considered marketable stock and if a U.S. Holder elects
to mark-to-market his common shares, such holder will generally include in
income, in each year in which we are considered a PFIC, any excess of the fair market
value of the common shares at the close of each tax year over such holders adjusted
basis in the common shares. If the fair market value of the common shares had depreciated
below the U.S. Holders adjusted basis at the close of the tax year, such holder may
generally deduct the excess of the adjusted basis of the shares over its fair market value
at that time. However, such deductions will generally be limited to the net mark-to-market
gains, if any, that were included in income with respect to such common shares in prior
years. Income recognized and deductions allowed under the mark-to-market provisions, as
well as any gain or loss on the disposition of common shares with respect to which the
mark-to-market election is made, is treated as ordinary income or loss (except that loss
is treated as capital loss to the extent the loss exceeds the net mark-to-market gains, if
any, that were included in income with respect to such shares in prior years). Gain or
loss from the disposition of common shares (as to which a mark-to-market
election was made) in a year in which we are no longer a PFIC will be capital gain or
loss. The common shares will be considered marketable stock if they are traded
on a qualified exchange, other than in de minimis quantities, on at least 15 days during
each calendar quarter. We believes that the TSX is a qualified exchange. U.S. Holders
should consult their own tax advisers to determine whether a mark-to-market election is
available and the consequences of making such an election.

A
U.S. Holder will be required to either: (i) file an Internal Revenue Service Form 8621 for
our company and each of its (direct and indirect) portfolio companies that are PFICs for
each taxable year in which it owns (directly or indirectly) shares in such PFICs, or (ii)
file an Internal Revenue Service Form 8621 for our company for each taxable year in which
it owns common shares and, in an attachment, provide the information required on Form 8621
for each of the PFICs owned directly or indirectly by our company.

# Passive Foreign
Investment Company Rules Applicable to Tax Exempt Organizations

If
the shareholder is an organization exempt from tax under the Code, or a TEO Shareholder,
the PFIC rules would apply to the TEO Shareholder only if a dividend from the PFIC would
be taxable to the organization under the Code. Generally, under Section 512(b) of the Code
a dividend from a PFIC and any gain from disposition of shares in a PFIC will not be
taxable to a TEO Shareholder. A dividend from a PFIC or any gain from the disposition of
shares in a PFIC held by such organization would be taxable to the TEO Shareholder if
shares owned by the TEO Shareholder constituted debt-financed property, within the meaning
of Section 514(b) of the Code. Under Section 514(b), debt-financed property is
defined generally as any property that is held to produce income and with respect to which
there is an acquisition indebtedness. Section 514(c) generally defines acquisition
indebtedness as indebtedness incurred by an organization in acquiring property or
indebtedness which would not be incurred but for the acquisition of the property and which
exists at any time during the taxable year or, if any shares are disposed of during the
taxable year, at any time during the 12-month period ending on the date of disposition of
the shares. In determining whether a TEO Shareholder has incurred acquisition
indebtedness, the indebtedness of our cmpany will not be attributed to the TEO
Shareholder.

29

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If
a TEO Shareholder owns shares which constitute debt-financed property, it would be subject
to United States federal income taxation under the general PFIC rules summarized above.

# Other PFIC Rules

Under
Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that,
subject to certain exceptions, would cause a U.S. Holder which has not made a timely QEF
Election to recognize gain (but not loss) upon certain transfers of shares that would
otherwise be tax-deferred (e.g. gifts and exchanges pursuant to corporate
reorganizations). However, the specific U.S. federal income tax consequences to a US
Holder may vary based on the manner in which shares are transferred.

Certain
complex rules will apply with respect to a U.S. Holder if our company is a PFIC,
regardless of whether such U.S. Holder makes a QEF Election. For example, under Section
1298(b)(6) of the Code, a U.S. Holder that uses shares as security for a loan will, except
as may be provided in Treasury Regulations, be treated as having made a taxable
disposition of such shares.

# Information Reporting
and Backup Withholding

Payments
in respect of common shares may be subject to information reporting to the U.S. Internal
Revenue Service and to U.S. backup withholding tax at a rate equal to the fourth lowest
income tax rate applicable to individuals (which, under current law, is 28%). Backup
withholding will not apply, however, if you (i) are a corporation or come within certain
exempt categories, and demonstrate the fact when so required, or (ii) furnish a correct
taxpayer identification number and make any other required certification. U.S. Holders who
are required to establish their exempt status generally must provide such certification on
IRS Form W-9.

Backup
withholding is not an additional tax. Amounts withheld under the backup withholding rules
may be credited against a U.S. Holders U.S. tax liability, and a U.S. Holder may
obtain a refund of any excess amounts withheld under the backup withholding rules by
filing the appropriate claim for refund with the IRS.

Any
U.S. holder who holds 10% or more in vote or value of our common shares will be subject to
certain additional United States information reporting requirements.

# U.S. Gift and Estate Tax

An
individual U.S. Holder of common shares will generally be subject to U.S. gift and estate
taxes with respect to common shares in the same manner and to the same extent as with
respect to other types of personal property.

|F. | Dividend
and Paying Agents
|-- | --------------------------

Not
applicable.

|G. | Statement
by Experts
|-- | --------------------

Not
applicable.

30

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|H. | Documents
on display
|-- | --------------------

This
annual report and the exhibits thereto and any other document we file pursuant to the
Exchange Act may be inspected without charge and copied at prescribed rates at the
following Securities and Exchange Commission public reference rooms: 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549; and on the Securities and Exchange Commission Internet
site (http://www.sec.gov). You may obtain information on the operation of the Securities
and Exchange Commissions public reference room in Washington, D.C. by calling the
Securities and Exchange Commission at 1-800-SEC-0330 or by visiting the Securities and
Exchange Commissions website at http://www.sec.gov, and may obtain copies of
our filings from the public reference room by calling 1-800-SEC-0330. The Exchange Act
file number for our Securities and Exchange Commission filings is 000-52768. Certain of
our material documents or filings can also be viewed on SEDAR (the System for Electronic
Document Analysis and Retrieval of the Canadian securities regulatory authorities) at
www.sedar.com.

The
documents concerning our company referred to in this annual report may also be inspected
at our offices located at 1100 Melville Street, Suite#320, Vancouver, BC, Canada V6E 4A6.

|I. | Subsidiary
information
|-- | ----------------------

Not
applicable.

|Item 11. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

No
applicable.

|Item 12. | Description of Securities Other Than Equity Securities
|-------- | ------------------------------------------------------

Not
applicable.

# PART II

|Item 13. | Defaults, Dividend Arrearages and Delinquencies
|-------- | -----------------------------------------------

| | None.
| | -----

|Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds
|-------- | ----------------------------------------------------------------------------

There
has been no material modification to the rights of our security holders. Effective
February 21, 2006, our common shares were consolidated on a 1:5 basis so that shareholders
received, for each 5 pre-consolidation common shares held, one post-consolidated Common
Share.

|Item 15. | Controls and Procedures
|-------- | -----------------------

Not
applicable.

|Item 15T. | Controls and Procedures
|--------- | -----------------------

# Disclosure Controls and
Procedures

We
maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in its Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
communicated to our chief executive officer and chief financial officer to allow timely
decisions regarding required disclosure. Our management, including our chief executive
officer and chief financial officer, conducted an evaluation of our disclosure controls
and procedures, as defined under Exchange Act Rule 13a-15(e), as of the end of the period
covered by this Annual Report on Form 20-F. Based upon that evaluation, our chief
executive officer and chief financial officer have concluded that, as of such date, our
disclosure controls and procedures were effective.

31

---

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# Changes in Internal
Control over Financial Reporting

There
was no change in our internal control over financial reporting that occurred during the
period covered by this annual report that has materially affected, or is reasonably likely
to materially affect, our internal controls over financial reporting.

This
annual report does not include a report of managements assessment regarding internal
control over financial reporting or an attestation report of the companys registered
public accounting firm due to a transition period established by rules of the Securities
and Exchange Commission for newly public companies.

|Item 16. | [Reserved]
|-------- | ----------

|Item 16A | Audit Committee Financial Expert
|-------- | --------------------------------

Our
board of directors has determined that each of Christopher Cooper and Glen Macdonald meets
the definition of an audit committee financial expert, as defined by rules of the
Securities and Exchange Commission. For a brief listing of the relevant experience of
Messrs. Cooper and Macdonald, see Item 6.A. Directors, Senior Management and
Employees  Directors and Senior Management.

|Item 16B | Code of Ethics
|-------- | --------------

We
have not adopted a code of ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing
similar functions. We have not adopted a code of ethics as we have considered it not
necessary do so due to the small size of our business affairs and accounts, and the small
number of executive officers.

|Item 16C | Principal Accounting Fees and Services
|-------- | --------------------------------------

# Fees Paid to Independent
Public Accountants

The
following table sets forth, for each of the years indicated, the fees billed or estimated
to be billed by our principal independent registered public accounting firm.

| |               | Year Ended March 31,
| | ------------- | --------------------
|
|
|
|
| | Audit         |                     
| | Audit-related |                     
| | Tax           |                     
| | Other         |                     
| |               |                     
| | Total         |                     

| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | (1) The audit fees for fiscal year ended March 31, 2008 are estimates provided by
 our auditors as final bills have not yet been issued.

# Pre-Approval Policies
and Procedures

Prior
to the start of the audit process, our Audit Committee receives an estimate of the audit
fees from our auditors and reviews such costs for their reasonableness. After their review
and pre-approval of the fees, the audit committee recommends to our board of directors to
accept the estimated audit fees given by the auditors.

32

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|Item 16D | Exemptions From the Listing Standards for Audit Committees
|-------- | ----------------------------------------------------------

Not
applicable.

|Item 16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|-------- | ----------------------------------------------------------------------

There
were no purchases of our common shares made by us or on our behalf or by any affiliated
purchaser during the fiscal year ended March 31, 2008.

# PART III

|Item 17. | Financial Statements
|-------- | --------------------

The
financial statements beginning on page F-1 are filed as part of this annual report.

|Item 18. | Financial Statements
|-------- | --------------------

Not
applicable.

|Item 19. | Exhibits
|-------- | --------

| | Exhibit |  | Description                                                                                                                                                                 
| | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1     |  | Articles of Association (1)                                                                                                                                                 
| | 4.1     |  | Option  Agreement
dated February 20, 2007, by and between the Registrant and Nicoya Explorations Ltd. (2)                                                                   
| | 4.2     |  | Letter Agreement dated March 20, 2008, amending the Option Agreement dated February 20,
2007, by and between the Registrant and Nicoya Explorations Ltd.                    
| | 4.3     |  | Letter of Intent dated May 1, 2008, by and between the Registrant and British American
Natural Gas Corporation                                                              
| | 4.4     |  | Letter of Intent dated May 8, 2008, by and between the Registrant and First West Petroleum
Inc.                                                                             
| | 12.1    |  | Certification  of Chief  Executive  Officer  pursuant  to Rule  13a-14(a)  and Rule
                       15d-14(a) of the Securities Exchange Act, as amended             
| | 12.2    |  | Certification
of Chief  Financial  Officer  pursuant  to Rule  13a-14(a)  and Rule 15d-14(a) of the Securities Exchange Act, as amended                                     
| | 13.1    |  | Certification  of Chief Executive  Officer  pursuant to 18 U.S.C.  Section 1350, as
                       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | 13.2    |  | Certification  of Chief Financial  Officer  pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                       

| | 
| | 

| | (1) | Filed
as Exhibit 1 to the Registrants Registration Statement on Form 20-F, filed with the
Securities and Exchange Commission on August 15, 2007, and incorporated herein by
reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Filed
as Exhibit 4 to the Registrants Registration Statement on Form 20-F,
               filed with the Securities and Exchange Commission on August 15, 2007, and
               incorporated herein by reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

33

---

---

# GUILDHALL MINERALS LTD.

# FINANCIAL STATEMENTS

# MARCH 31, 2008

|                                  |      
|--------------------------------- | -----
|
|
|
|
|INDEPENDENT AUDITORS REPORT      | F - 2
|                                 
|BALANCE SHEETS                    | F - 3
|                                 
|STATEMENTS OF LOSS AND DEFICIT    | F - 4
|                                 
|STATEMENTS OF CASH FLOWS          | F - 5
|                                 
|STATEMENT OF SHAREHOLDERS EQUITY | F - 6
|                                 
|NOTES TO THE FINANCIAL STATEMENTS | F - 7

F - 1

---

---

|                            
|----------------------------
|INDEPENDENT
AUDITORS REPORT
|                            

To the Shareholders of
Guildhall Minerals Ltd:

We have audited the balance sheets of
Guildhall Minerals Ltd. as at March 31, 2008 and 2007 and the statements of loss and
deficit, cash flows and shareholders equity for the years ended March 31, 2008,
2007, and 2006. These financial statements are the responsibility of the companys
management. Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, these financial
statements present fairly, in all material respects, the financial position of the Company
as at March 31, 2008 and 2007 and the results of its operations and its cash flows and the
changes in shareholders equity for the years ended March 31, 2008, 2007 and 2006 in
accordance with Canadian generally accepted accounting principles.

/s/ DMCL
DALE MATHESON
CARR-HILTON LABONTE LLP  CHARTERED ACCOUNTANTS

Vancouver, Canada
June 20, 2008, except for Note 8 which is as of July 4, 2008

|COMMENTS BY AUDITORS
FOR US READERS ON CANADA  UNITED STATES REPORTING
DIFFERENCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|In the United States, reporting
standards for auditors require the addition of an explanatory paragraph (following the
opinion paragraph) when the financial statements are affected by conditions and events
that cast substantial doubt on the Companys ability to continue as a going concern,
such as those described in Note 1 to the financial statements. Our report to the
shareholders dated June 20, 2008 is expressed in accordance with Canadian reporting
standards which do not permit a reference to such events and conditions in the
auditors report when these are adequately disclosed in the financial statements.

/s/ DMCL
DALE MATHESON
CARR-HILTON LABONTE LLP  CHARTERED ACCOUNTANTS

Vancouver, Canada
June 20, 2008, except for Note 8 which is as of July 4, 2008

F - 2

---

---

GUILDHALL MINERALS LTD.
 BALANCE SHEETS
(Expressed In Canadian
Dollars)

|                                           | March 31,
2008 | March 31,
2007
|------------------------------------------ | -------------- | --------------
|
|
|
|
|                                           |                |               
|ASSETS                                    
|                                           |                |               
|CURRENT                                    |                |               
|Cash and cash equivalents                  |                |               
|                                           |                |               
|MINERAL PROPERTIES (Note 3)                |                |               
|                                           |                |               
|                                           |                |               
|TOTAL ASSETS                               |                |               
|                                           |                |               
|                                           |                |               
|LIABILITIES                               
|                                           |                |               
|CURRENT                                    |                |               
|Accounts payable                           |                |               
|Due to related party (Note 4)              |                |               
|                                           |                |               
|                                           |                |               
|TOTAL LIABILITIES                          |                |               
|                                           |                |               
|                                           |                |               
|SHAREHOLDERS' EQUITY                      
|                                           |                |               
|SHARE CAPITAL (Note 5)                     |                |               
|CONTRIBUTED SURPLUS                        |                |               
|DEFICIT                                    |                |               
|                                           |                |               
|                                           |                |               
|                                           |                |               
|                                           |                |               
|                                           |                |               
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |                |               
|                                           |                |               

Going Concern (Note 1)Commitments (Note 3)

# APPROVED ON BEHALF OF THE
BOARD:

|                    |                 
|------------------- | ----------------
|
|
|
|
|/s/ Michael Laidlaw | /s/ Terence Kwan
|                    |                 
|Michael Laidlaw     | Terence Kwan    

The
accompanying notes are an integral part of these financial statements

F - 3

---

---

GUILDHALL MINERALS LTD.
STATEMENTS OF LOSS AND DEFICIT
(Expressed In Canadian
Dollars)

|                                                | Year ended
March 31, 2008 | Year ended
March 31, 2007 | Year ended
March 31, 2006
|----------------------------------------------- | ------------------------- | ------------------------- | -------------------------
|
|
|
|
|INCOME                                          |                           |                           |                          
|Interest income                                 |                           |                           | $                        
|                                                |                           |                           |                          
|                                                |                           |                          
|EXPENSES                                        |                           |                          
|Management fees (Note 4(a))                     |                           |                           |                          
|Office and general (Note 4(d))                  |                           |                           |                          
|Professional fees and disbursements (Note 4(b)) |                           |                           |                          
|Exploration tax credits received                |                           |                           |                          
|Write-off of other assets                       |                           |                           |                          
|Write-down of mineral properties (Note 3)       |                           |                           |                          
|Gain on debt settlement (Note 4(a))             |                           |                           |                          
|                                                |                           |                           |                          
|                                                |                           |                           |                          
|                                                |                           |                           |                          
|                                                |                           |                          
|NET LOSS FOR THE YEAR                           |                           |                           |                          
|                                                |                           |                          
|DEFICIT, BEGINNING OF THE YEAR                  |                           |                           |                          
|                                                |                           |                           |                          
|                                                |                           |                          
|DEFICIT, END OF THE YEAR                        |                           |                           | $                        
|                                                |                           |                           |                          
|                                                |                           |                          
|BASIC AND DILUTED LOSS PER SHARE                |                           |                           | $                        
|                                                |                           |                           |                          
|                                                |                           |                          
|WEIGHTED AVERAGE NUMBER OF SHARES               |                           |                          
|OUTSTANDING  (Note 5(a))                        |                           |                           |                          
|                                                |                           |                           |                          

The
accompanying notes are an integral part of these financial statements

F - 4

---

---

GUILDHALL MINERALS LTD.
STATEMENTS OF CASH
FLOWS (Expressed In Canadian
Dollars)

|                                               | Year ended
March 31,
2008 | Year ended
March 31,
2007 | Year ended
March 31,
2006
|---------------------------------------------- | ------------------------- | ------------------------- | -------------------------
|
|
|
|
|CASH PROVIDED BY (USED IN):                    |                           |                           |                          
|                                               |                           |                          
|OPERATING ACTIVITIES                           |                           |                          
|Net loss for the year                          |                           |                           | $                        
|Adjust for items not involving cash:           |                           |                          
|Gain on debt settlement                        |                           |                           |                          
|Write-down of mineral properties               |                           |                           |                          
|Write-off of other assets                      |                           |                           |                          
|Non-cash management fees and expenses          |                           |                           |                          
|                                               |                           |                           |                          
|                                               |                           |                          
|                                               |                           |                           |                          
|Changes in non-cash working capital items:     |                           |                          
|Accounts payable and accrued liabilities       |                           |                           |                          
|Prepaid expenses                               |                           |                           |                          
|Due to related party                           |                           |                           |                          
|                                               |                           |                           |                          
|                                               |                           |                          
|CASH USED IN OPERATING ACTIVITIES              |                           |                           |                          
|                                               |                           |                           |                          
|INVESTING ACTIVITIES                           |                           |                          
|Acquisition of mineral property                |                           |                           |                          
|Deferred exploration costs                     |                           |                           |                          
|                                               |                           |                           |                          
|                                               |                           |                          
|CASH USED IN INVESTING ACTIVITIES              |                           |                           |                          
|                                               |                           |                           |                          
|FINANCING ACTIVITIES                           |                           |                          
|Private placement subscriptions cancelled      |                           |                           |                          
|Proceeds from exercise of warrants             |                           |                           |                          
|Private placement subscriptions received       |                           |                           |                          
|                                               |                           |                           |                          
|                                               |                           |                          
|CASH PROVIDED BY FINANCING ACTIVITIES          |                           |                           |                          
|                                               |                           |                           |                          
|                                               |                           |                          
|INCREASE IN CASH AND CASH EQUIVALENTS          |                           |                           |                          
|                                               |                           |                          
|CASH AND CASH EQUIVALENTS, BEGINNING           |                           |                           |                          
|                                               |                           |                           |                          
|                                               |                           |                          
|CASH AND CASH EQUIVALENTS, ENDING              |                           |                           | $                        
|                                               |                           |                           |                          
|                                               |                           |                          
|SUPPLEMENTARY CASH FLOW INFORMATION:  (Note 6) |                           |                          

The accompanying notes are an integral part of these financial statements

F - 5

---

---

GUILDHALL MINERALS LTD.
STATEMENT OF
SHAREHOLDERS EQUITY
(Expressed In Canadian Dollars)

|                                                   | Common
Shares | Value | Contributed
Surplus | Accumulated
Deficit | Total
|-------------------------------------------------- | ------------- | ----- | ------------------- | ------------------- | -----
|
|
|
|
|Balance March 31, 2004 (reverse split - Note 5(a)) |               |       |                     | 4,162,412           |      
|                                                   |               |      
|Less shares held in escrow cancelled               |               |       |                     | (500,000            | )    
|Net loss                                           |               |       |                     | -                   |      
|                                                   |               |       |                     |                     |      
|                                                   |               |      
|Balance, March 31, 2005                            |               |       |                     | 3,662,412           |      
|                                                   |               |      
|Net loss                                           |               |       |                     | -                   |      
|                                                   |               |       |                     |                     |      
|                                                   |               |      
|Balance, March 31, 2006                            |               |       |                     | 3,662,412           |      
|                                                   |               |      
|Shares issued under debt settlement arrangements:  |               |      
|@ $0.10 per share                                  |               |       |                     | 4,489,400           |      
|@ $0.40 per share                                  |               |       |                     | 80,000              |      
|Non-brokered private placement:                    |               |      
|Shares issued for cash @ $0.10 per share           |               |       |                     | 1,830,000           |      
|Shares issued for cash @ $0.10 per share           |               |       |                     | 2,001,000           |      
|Shares issued for mineral claims @ $0.30 per share |               |       |                     | 100,000             |      
|Net loss                                           |               |       |                     | -                   |      
|                                                   |               |       |                     |                     |      
|                                                   |               |      
|Balance, March 31, 2007                            |               |       |                     | 12,162,812          |      
|                                                   |               |      
|Shares issued under debt settlement arrangements   |               |      
|@ $0.21 per share                                  |               |       |                     | 320,000             |      
|Warrants exercised                                 |               |      
|Shares issued for cash @ $0.15 per share           |               |       |                     | 4,160,200           |      
|Net loss                                           |               |       |                     | -                   |      
|                                                   |               |       |                     |                     |      
|                                                   |               |      
|Balance, March 31, 2008                            |               |       |                     | 16,643,012          |      
|                                                   |               |       |                     |                     |      

The accompanying notes are an integral part of these financial statements

F - 6

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 1. | NATURE OF OPERATIONS
|------- | --------------------

Guildhall Minerals Ltd. was
incorporated under the Company Act of the Province of British Columbia on September 30,
1968. On September 1, 2005 the shareholders of the Company authorized a name change from
Global Net Entertainment Corp. to Guildhall Minerals Ltd. (effective February 21, 2006)
and approved a consolidation of its share capital on a one-for-five basis. The share
consolidation received regulatory approval and took effect on November 17, 2006 (Note
5(a)). The shares of the Company were also reinstated for trading on the NEX board of the
TSX Venture Exchange.

The Company, since mid-2005 has taken
steps to become an exploration stage company engaged principally in the acquisition,
exploration and development of mineral claims. The recovery of the Companys
investment in mineral properties is dependent upon the discovery of economically
recoverable reserves, the ability of the Company to obtain financing to complete
development of the properties and any future proceeds from the disposition of those
reserves. Subsequent to March 31, 2008, the Company entered into two Letters of Intent to
acquire oil and gas interests. Should the transactions be completed, the focus and
direction of the Company would change to oil and gas exploration, development and
production. See Note 8.

These financial statements have been
prepared on the basis of a going concern, which contemplates the realization of assets and
discharge of liabilities in the normal course of business. The Company continues to incur
losses and at March 31, 2008 had an accumulated deficit of $10,046,635. The ability of the
Company to continue operations as a going concern is dependent upon raising additional
working capital, settling its outstanding debts and generating profitable operations.
Should the going concern assumption not continue to be appropriate, further adjustments to
carrying values of assets and liabilities may be required. There can be no assurance that
capital will be available as necessary to meet these continuing exploration and
development costs or, if the capital is available, that it will be on terms acceptable to
the Company. The issuances of additional stock by the Company may result in a significant
dilution in the equity interests of its current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase the Companys liabilities and
future cash commitments. If the Company is unable to obtain financing in the amounts and
on terms deemed acceptable, its business and future success may be adversely affected.

As at March 31, 2008 the Company
received $624,030 from the exercise of 4,160,200 warrants. The Company intends to raise
further equity funding on an ongoing basis for the purpose of financing general working
capital and exploration programs.

|NOTE 2. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES
|------- | ---------------------------------------------

Basis of Presentation

These financial statements have been
prepared in accordance with Canadian generally accepted principals. Except as indicated
in Note 9, they also comply, in all material respects, with accounting principles
generally accepted in the United States of America.

Cash and Cash Equivalents

Cash and cash equivalents include
cash on deposit and highly liquid short-term interest bearing guaranteed investment
certificates that are readily convertible to known amounts of cash and have original
maturities of three months or less. The Company is exposed to some credit risk with
respect to its cash and cash equivalents. However, the risk is minimized as they are held
at a major Canadian Chartered Bank.

Mineral Properties

The Company records its interests in
mineral properties at the lower of cost or estimated recoverable value. Where specific
exploration programs are planned and budgeted by management, the cost of mineral
properties and related exploration expenditures are capitalized until the properties are
placed into commercial production, sold, abandoned or determined by management to be
impaired in value. These costs will be amortized over the estimated useful lives of the
properties following the commencement of production or written off if the properties are
sold or abandoned.

The costs include the cash or other
consideration and the assigned value of shares issued, if any, on the acquisition of
mineral properties. Costs related to properties acquired under option agreements or joint
ventures, whereby payments are made at the sole discretion of the Company, are recorded in
the accounts at such time as the payments are made. For properties held jointly with other
parties the Company only records its proportionate share of acquisition and exploration
costs. The proceeds from options granted are deducted from the cost of the related
property and any excess is deducted from other remaining capitalized property costs. The
Company does not accrue estimated future costs of maintaining its mineral properties in
good standing.

F - 7

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 2. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Continued)
|------- | ---------------------------------------------------------

Capitalized costs as reported on the
balance sheet represent costs incurred to date and may not reflect actual, present, or
future values. Recovery of carrying value is dependent upon future commercial success or
proceeds from disposition of the mineral interests.

Management evaluates each mineral
interest on a reporting period basis or as events and circumstances warrant, and makes a
determination based on exploration activity and results, estimated future cash flows and
availability of funding as to which costs are capitalized or charged as impairment
charges. Write-downs due to impairment in value are charged to operations.

Mineral property interests, where
future cash flows are not reasonably determinable, are evaluated for impairment based on
managements intentions and determination of the extent to which future exploration
programs are warranted and likely to be funded.

General exploration costs not related
to specific properties and general administrative expenses are charged to operations in
the year in which they are incurred.

Use of Estimates

The preparation of financial
statements in conformity with Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Significant areas
requiring the use of management estimates relate to the determination of impairment of
mineral property interests and the determination of fair value for stock based
transactions. Where estimates have been used financial results as determined by actual
events could differ from those estimates.

Foreign Currency Translation

The financial statements are
presented in Canadian dollars. Foreign denominated monetary assets and liabilities are
translated to their Canadian dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Non-monetary items are translated at historical
exchange rates, except for items carried at market value, which are translated at the
rate of exchange in effect at the balance sheet date. Revenue and expenses are translated
at average rates of exchange during the period. Exchange gains or losses arising on
foreign currency translation are included in the determination of operating results for
the period.

Loss per Share

The Company is using the treasury
stock method to determine the dilutive effect of stock options and other dilutive
instruments. The treasury stock method assumes that proceeds received from in-the-money
stock options are used to repurchase common shares at the prevailing market rate.

Basic loss per share figures has been
calculated using the weighted average number of shares outstanding during the respective
periods. Diluted loss per share figures are equal to those of basic loss per share for
each year since the effects of the share purchase warrants and stock options have been
excluded as they are anti-dilutive.

Financial Instruments

The Companys financial
instruments consist of cash and cash equivalents, accounts payable and accrued
liabilities. The fair value of the Companys financial instruments is estimated by
management to approximate their carrying values due to their immediate or short-term
maturity.

The fair value of amounts due to a
related party is not determinable as there are no stated repayment terms (Note 4(a)).

The fair value of the Companys
rights to purchase net smelter royalties (NSR) (refer to Note 3) is not
determinable at the current stage of the Companys exploration program. No value has
been assigned by management. The Company does not use any derivative or hedging
instruments.

F - 8

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 2. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Continued)
|------- | ---------------------------------------------------------

Stock-Based Compensation

The Company has granted stock
options to directors and employees as described in Note 5. The Company adopted the
accounting standards of the CICA regarding stock-based compensation and other stock-based
payments. The standard requires that all stock-based awards be measured and recognized
using a fair value based method. Fair values are determined using the Black-Scholes
option pricing model. Any consideration paid by employees on the exercise of the options
is credited to share capital.

Income Taxes

Future income taxes are recognized
for the future income tax consequences attributable to differences between financial
statement carrying values and their corresponding tax values (temporary differences).
Future income tax assets and liabilities are measured using enacted income tax rates
expected to apply to taxable income in years in which temporary differences are expected
to be recovered or settled. The effect on future income tax assets and liabilities of a
change in tax rates is included in income in the period in which the change occurs. The
amount of future income tax assets recognized is limited to the amount that, in the
opinion of management, is more likely than not to be realized.

Risk Management

The Company is engaged primarily in
mineral exploration and manages related industry risk issues directly. The Company may be
at risk for environmental issues and fluctuations in commodity pricing. Management is not
aware of and does not anticipate any significant environmental remediation costs or
liabilities in respect of its current operations; however it is not possible to be
certain that all aspects of environmental issues affecting the Company, if any, have been
fully determined or resolved.

The Company is not exposed to
significant credit concentration or interest rate risk.

Asset Retirement Obligations

The Company has adopted the CICA
Handbook section 3110, Asset Retirement Obligations. This standard focuses on the
recognition and measurement of liabilities related to legal obligations associated with
the retirement of property, plant and equipment. Under this standard, these obligations
are initially measured at fair value and subsequently adjusted for any changes resulting
from the passage of time and revisions to either the timing or the amount of the original
estimate of undiscounted cash flows. The asset retirement cost is to be capitalized to
the related asset and amortized into earnings over time. Management is of the opinion
that the Company does not have any asset retirement obligations at this time.

Mineral property related retirement
obligations are capitalized as part of deferred exploration and development costs.

Impairment of Long-Lived Assets

Long-lived assets are tested for
recoverability when events or changes in circumstances indicate their varying value may
not be recoverable. A long-lived asset is potentially not recoverable when its carrying
value is greater than the sum of its undiscounted cash flows expected to result from its
use and eventual disposition. The impairment loss, if any, is measured as the amount by
which the long-lived assets carrying amount exceeds its fair value.

Changes In Accounting Policies

The Canadian Institute of Chartered
Accountants (CICA) Handbook Section 1506, Accounting Changes.Effective
August 1, 2007, the Company adopted Section 1506 effective for annual and interim periods
beginning on or after January 1, 2007. This new standard establishes criteria for
changing accounting policies, together with the accounting treatment and disclosure of
changes in accounting policies, changes in accounting estimates and the correction of
errors. The disclosure is to include, on an interim and annual basis, a description and
the impact on the Company on any new primary source of generally accepted accounting
principals (GAAP) that has been issued but is not yet effective. The impact
that the adoption of Section 1506 will have on the Companys results of operations
and financial condition will depend on the nature of future accounting changes.

F - 9

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 2. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Continued)
|------- | ---------------------------------------------------------

Financial Instruments,
Comprehensive Income (Loss), Hedges, and Equity

In January 2005, the CICAissued
Handbook Sections 3855, Financial Instruments  Recognition and Measurement,
1530, Comprehensive Income, 3865, Hedges 3251 Equity,
and 3861 Financial Instruments  Disclosure and Presentation. These new
standards are effective for interim and annual financial statements relating to fiscal
years commencing on or after October 1, 2006 on a prospective basis; accordingly,
comparative amounts for prior periods have not been restated. The Company has adopted
these new standards effective August 1, 2007.

(a) Financial
instruments  recognition and measurement

Section 3855 prescribes
          when a financial instrument is to be recognized on the balance sheet and at
what           amount. It also specifies how financial instrument gains or losses are to
be           presented. All financial instruments are classified into one of the
following           five categories: financial assets and liabilities held for trading,
financial           assets held to maturity; loans and receivables, financial assets
available for           sale or other financial liabilities. Initial and subsequent
measurement and           recognition of changes in the value of financial instruments
depend on their           initial classification:

|* | Held
for trading financial instruments are measured at fair value. All gains and losses are
included in net earnings in the period in which they arise.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Held
to maturity investments, loans and receivables, and other financial liabilities are
initially measured at fair value and subsequently measured at amortized cost.
Amortization of premiums or discounts and losses due to impairment are included in
current period net earnings.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Available
for sale financial assets are measured at fair value. Revaluation gains and losses are
included in other comprehensive income until the asset is removed from the balance sheet.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | All
derivative financial instruments are classified as held for trading financial instruments
and are measured at fair value, even when they are part of a hedging relationship. All
gains and losses are included in net earnings in the period in which they arise.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Comprehensive income
(loss)

Comprehensive income is the change
in equity of the           Company from net earnings and other comprehensive income (OCI).
OCI           includes unrealized gains and losses, such as; change in the currency
          translation adjustment relating to self-sustaining foreign operations;
          unrealized gains or losses on available for sale investments; and the effective
          portion of gains or losses on derivatives designated as cash flow hedges or
          hedges of the net investment in self-sustaining foreign operations. Amounts
          recognized in OCI must eventually be reclassified to income when the related
          gains or losses are realized. For the year ended March 31, 2008, the Company
did           not have other comprehensive income or loss, therefore the comprehensive
loss           for the year is equal to the net loss for the year.

(c) Hedges
Handbook Section 3685 provides
alternative treatments to Section 3855 for entities which choose to designate qualifying
transactions as hedges for accounting purposes. The new standard specifies the criteria
under which hedge accounting can be applied and how hedge accounting may be performed. The
Company currently does not have any hedges. The adoption of these Handbook Sections had no
impact on the opening deficit.

(d) Equity
The new standard is effective for
fiscal years beginning on or after October 1, 2006 and establishes standards for the
presentation of equity and changes in equity during the reporting period.

(e) Financial Instruments
 Disclosure and Presentation
Section 3861 establishes standards
for presentation of financial instruments and non-financial derivates and identifies the
information that should be disclosed about them. Under the new standards, policies
followed for periods prior to the effective date generally are not reversed and therefore,
the comparative figures have not been restated.

F - 10

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 2. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Continued)
|------- | ---------------------------------------------------------

Future Accounting Changes

The following accounting
pronouncements are applicable to future reporting periods. The Company is currently
evaluating the effects of adopting these standards:

On January 8, 2008, the CICA issued
Section 3064, Goodwill and intangible Assets. Section 3064, establishes standards for the
recognition measurement and disclosure of goodwill and intangible assets. Section 3064 is
effective for annual and interim financial statements to fiscal years beginning on or
after October 1, 2008.

On September 15, 2006, the CICA
issued three new accounting standards: Handbook Section 1535, Capital Disclosures,
Handbook Section 3862, Financial Instruments  Disclosures, and Handbook Section
3863, Financial Instruments  Presentation. Section 1535, Capital Disclosures
requires that a company disclose information that enables users of its financial
statements to evaluate its objectives, policies and procedures for managing capital
including disclosures of any externally imposed capital requirements and the consequences
for non-compliance. The new Sections 3862 and 3863 replace Handbook Section 3861,
Financial Instruments  Disclosure and Presentation, revising and enhancing its
requirements. These new sections place increased emphasis on disclosures about the nature
and extent of risk arising from financial instruments and how the entity manages those
risks. Sections 1535, 3862 and 3863 are effective for interim and annual fiscal years
beginning on or after October 31, 2007.

General Standards of Financial
Statement Presentation

The CICA accounting standards board
amended section 1400 to include requirements for management to assess and disclose an
entitys ability to continue as a going concern. This section applies to interim and
annual financial statements relating to fiscal years beginning on or after January 1,
2008. The Company does not expect the adoption of this amendment to have an impact on its
financial statements.

Transition to International
Financial Reporting Standards

In 2006, Canadas Accounting
Standards Board (AcSB) ratified a strategic plan that will result in the convergence of
Canadian GAAP, as used by public companies, with International Financial Reporting
Standards over a transitional period. The AcSB has developed and published a detailed
implementation plan, with a changeover date for fiscal years beginning on or after
January 1, 2011. This initiative is in its early stages as of the date on these annual
financial statements. Accordingly, it would be premature to assess the impact of the
initiative on the Company at this time.

|NOTE 3. | MINERAL PROPERTIES
|------- | ------------------

As of March 31, 2008, accumulated
costs with respect to the Companys interest in mineral properties owned, leased or
under option, consisted of the following:

|                                     | Bridge
Claims | Stellar
Property | Total
|------------------------------------ | ------------- | ---------------- | -----
|
|
|
|
|Balance March 31, 2006               |               |                  |      
|Acquisition Costs                    |               |                  |      
|Exploration and Development Costs    |               |                 
|Field and assessment work            |               |                  |      
|Write Down of Mineral Claims         |               |                  |      
|                                     |               |                  |      
|Balance March 31, 2007               |               |                  |      
|Acquisition costs - option extension |               |                  |      
|Exploration and Development Costs    |               |                  |      
|Write off of mineral claim           |               |                  |      
|                                     |               |                  |      
|Balance March 31, 2008               |               |                  |      
|                                     |               |                  |      

F - 11

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 3. | MINERAL PROPERTIES (continued)
|------- | ------------------------------

# Stellar Property, New
Westminster Mining Division, B.C.

On March 8, 2005 the Company entered
into an option agreement, subsequently amended September 6, 2005, November 9, 2005 and
June 26, 2006 with a third party to acquire 28 contiguous mineral claims north east of
Harrison Lake in the Province of British Columbia.

At March 31, 2007 the Company was in
default of the terms of the Option Agreement. A request was made to the optionor to
negotiate revisions to the terms of the Option Agreement. No response was ever received
and on July 17, 2007 the Company gave written notice of termination as provided by the
agreement. During the year ended March 31, 2008, the Company wrote off the property to
$Nil (2007  $1) resulting in a loss of $1 (2007  $71,314). (See Note 8). Also,
the Company recovered British Columbia Mineral Tax credits in the amount of $11,114 for
exploration previously carried out on the property which has been recorded in income as
the carrying value has been fully written off.

# Bridge Claims, Lillooet
Mining Division, B.C.

On February 20, 2007, as amended on
March 20, 2008 for consideration of $1,000, the Company entered into an option agreement
with a third party to acquire the Bridge mineral claims located south of Carpenter Lake
and west of Gold Bridge in B.C. The option calls for:

| | a) | the
payment of $2,500 upon the execution of this agreement (paid February, 2007)
| | -- | --------------------------------------------------------------------------------

| | b) | the
issuance of 400,000 shares as follows:
| | -- | ------------------------------------------

| | i. | 100,000
shares upon the acceptance of the Agreement by the Exchange (issued
                    March 2007);
| | -- | ------------------------------------------------------------------------------------------------------------

| | ii. | 100,000
on or before February 15, 2009;
| | --- | ---------------------------------------

| | iii. | 100,000
on or before February 15, 2010; and
| | ---- | -------------------------------------------

| | iv. | 100,000
on or before February 15, 2011;
| | --- | ---------------------------------------

| | c) | the
expenditure on or in relation to exploration work on or relating to the
                    claims not less than the following amounts (total of $250,000) on or
before the                     following dates:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i. | $50,000
on or before February 15, 2009
| | -- | --------------------------------------

| | ii. | an
aggregate cumulative total of not less than $150,000 on or before February
                    15, 2010;
| | --- | -----------------------------------------------------------------------------------------------------------

| | iii. | an
aggregate cumulative total of not less than $250,000 on or before February
                    10, 2011.
| | ---- | -----------------------------------------------------------------------------------------------------------

| | d) | the
issuance of 200,000 shares within 60 days after the receipt by the Company
                    of a positive feasibility study.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------

| | The
optionor retains the rights to a Net Smelter Return (NSR) of 2.5% but the
Company has the right to purchase up to 1.5 % of the NSR from the optionor at a cost of
$500,000 for each 0.5% NSR purchased.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the year ended March 31, 2008
the Company incurred:

|a) | $30,000
for management fees to the President and CEO (2007  $30,000; 2006
                $30,000). At March 31, 2008 $7,516 (2007  $15,775) is owing
to the                President and CEO for fees and expenses incurred on behalf of the
Company. The                outstanding amounts are non-interest bearing and without
specific repayment                terms. During November 2007, 130,000 shares at a price
of $0.21 per share were                issued in settlement of $27,300 of debt due the
President and CEO. During                December 2006, 2,281,800 shares at a price of
$0.10 per share were issued in                settlement of $228,180 of debt due the
President and CEO. In addition $51,500 in                management fees payable to this
party was cancelled as part of this debt                settlement resulting in a gain on
settlement.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Legal
fees and disbursements of $28,816 (2007  $60,016; 2006                $59,984)
to a law firm of which a director and officer is a principal. As at                March
31, 2008 $7,548 (2007  $36,491) is owing to this firm and is
               included in accounts payable. During November 2007 120,000 shares at a
price of                $0.21 per share were issued in settlement of $25,200 of debt due
to the law                firm. During December 2006 1,381,500 shares at a price of $0.10
per share were                issued in settlement of $138,150 of debt due to the law
firm.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | $Nil
(2007  $5,000: 2006  $Nil) for professional geological
               consulting fees to a director.
|-- | -----------------------------------------------------------------------------------------------------------

F - 12

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 4. | RELATED PARTY TRANSACTIONS (continued)
|------- | --------------------------------------

|d) | $36,000
(2007  $5,000; 2006  $Nil) for administrative and accounting
               services to a company controlled by a director and officer. As at March
31, 2008                $3,150 (2007  $5,000) is owing to this company and is
included in accounts                payable. During November 2007 70,000 shares at a
price of $0.21 per share were                issued in settlement of $14,700 of debt due
to this company,
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The above transactions have been in
the normal course of operations and, in managements opinion, undertaken with the
same terms and conditions as transactions with third parties.

|NOTE 5. | SHARE CAPITAL
|------- | -------------

|a) | Capital
Stock
|-- | -------------

By special resolution passed on
September 1, 2005, the authorized share capital of the Company was changed from
100,000,000 common shares without par value to unlimited common shares without par value.

On November 17, 2006 the Company
consolidated its share capital on a one for five basis, reducing outstanding number of
common shares to 3,662,412. All references to the issuance, granting, and exercising of
common stock, stock options and warrants and loss per share amounts in these financial
statements have been adjusted to reflect the retro-active effect of the five for one share
consolidation.

On December 12, 2006 the Company
issued 4,489,400 units at a price of $0.10 per unit to settle outstanding debts
aggregating $448,940. Each unit consisted of one common share of the Company and one-half
warrant. One full warrant entitled the holder to subscribe for one additional share at a
price of $0.15 until December 12, 2007. As at December 12, 2007 2,244,700 warrants were
exercised for total proceeds of $336,705.

On December 13, 2006 the Company
issued 80,000 common shares pursuant to a debt settlement agreement dated February 5, 2004
to a third party.

The Company completed a 3,831,000
unit non-brokered private placement in two tranches. On December 19, 2006 1,830,000 units,
at a price of $0.10 per unit, were issued for proceeds of $183,000. Each unit consisted of
one common share of the Company and one-half warrant. One full warrant entitled the holder
to subscribe for one additional common share at a price of $0.15 until December 12, 2007.
On January 10, 2007 2,001,000 units, at a price of $0.10 per unit, were issued
for proceeds of $200,100 under the same terms and conditions. One full warrant entitled
the holder to subscribe for one additional common share at a price of $0.15 until January
10, 2008. As at December 12, 2007 and January 10, 2008 915,000 warrants and 1,000,500
warrants were exercised respectively for aggregate proceeds of $287,325.

The grant date fair value of the
warrants granted in connection with above issuances was estimated to be $NIL, have been
included in share capital on a net basis and accordingly have not been recorded as a
separate component of shareholders equity.

During November 2007 the Company
issued 320,000 common shares at a price of $0.21 per share pursuant to debt settlement
agreements with its three officers to settle amounts owing to them or their firms in the
aggregate of $67,200 for services rendered (See Note 4).

F - 13

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 5. | SHARE CAPITAL (CONTINUED)
|------- | -------------------------

|b) | Stock
Options
|-- | -------------

A summary of the Companys stock
options as of March 31, 2008 and 2007 and changes during the year are as follows:

|                               | 2008 | 2007
|------------------------------ | ---- | ----
|
|
|
|
|Outstanding, beginning of year |      |     
|Granted                        |      |     
|Expired or cancelled           |      |     
|                               |      |     
|Outstanding, end of year       |      |     
|                               |      |     

Stock options issued to officers and
directors to purchase 15,000 common shares at price of $0.50 per share to April 9, 2006,
40,000 common shares exercisable at a price of $0.75 per share to August 29, 2006 and
60,000 common shares exercisable at a price of $0.80 per share to March 21, 2007 expired
unexercised.

On September 1, 2005, the Company
adopted a formal stock option plan which provides for the granting of incentive stock
options up to a maximum of 10% of the Companys issued and outstanding common shares.
As at March 31, 2008 no options have been issued under this plan.

|c) | Warrants
|-- | --------

As at March 31, 2008 the Company had
no outstanding share purchase warrants (2007  4,160,200; 2006  Nil). The
weighted average remaining life of all outstanding share purchase warrants was Nil years
(2007  0.72; 2006  Nil) at March 31, 2008.

A summary of the Companys
warrants as of March 31, 2008, and 2007, and changes during the year are as follows:

|                               | 2008 | 2007
|------------------------------ | ---- | ----
|
|
|
|
|Outstanding, beginning of year |      |     
|Issued                         |      |     
|Exercised                      |      |     
|                               |      |     
|Outstanding, end of year       |      |     
|                               |      |     

|NOTE 6. | SUPPLEMENTAL CASH FLOW INFORMATION
|------- | ----------------------------------

|                                                        | 2008 | 2007 | 2006
|------------------------------------------------------- | ---- | ---- | ----
|
|
|
|
|a) Non-cash financing and investing activities          |      |      |     
|Financing activities                                    |      |     
|Shares issued for debt settlement arrangements (Note 5) |      |      |     
|                                                        |      |      |     
|Investing Activities:                                   |      |     
|Shares issued for mineral properties  (Note 3)          |      |      |     
|                                                        |      |      |     
|Accrued mineral property option payment                 |      |      |     
|                                                        |      |      |     
|                                                        |      |     
|b) Other                                                |      |     
|Cash paid for interest during                           |      |     
|the year                                                |      |      |     
|                                                        |      |      |     
|Cash paid for income taxes                              |      |     
|during the year                                         |      |      |     
|                                                        |      |      |     

F - 14

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 7. | FUTURE INCOME TAXES
|------- | -------------------

The actual income tax provisions
differ from the expected amounts calculated by applying the Canadian combined federal and
provincial corporate income tax rates to the Companys loss before income taxes. The
components of these differences are as follows:

|                                    | 2008 | 2007 | 2006
|----------------------------------- | ---- | ---- | ----
|
|
|
|
|Loss before income taxes            |      |      |     
|Corporate tax rate                  |      |      |     
|                                    |      |      |     
|                                    |      |     
|Expected tax expense (recovery)     |      |      |     
|Increase (decrease) resulting from: |      |     
|Share issuance costs                |      |     
|deductible for tax                  |      |      |     
|Gain on debt settlement             |      |      |     
|Other non-taxable item              |      |      |     
|Unrecognized benefit of             |      |     
|non-capital losses                  |      |      |     
|                                    |      |      |     
|                                    |      |      |     
|                                    |      |      |     

The significant components of the
Companys future income tax assets and liabilities are as follows:

|                                                  | 2008 | 2007 | 2006
|------------------------------------------------- | ---- | ---- | ----
|
|
|
|
|Estimated non-capital losses available            |      |      |     
|Estimated resource deductions                     |      |      |     
|Share issuance costs deductible for tax           |      |      |     
|Unamortized equipment in excess of net book value |      |      |     
|                                                  |      |      |     
|                                                  |      |      |     
|Estimated corporate income tax rate               |      |      |     
|                                                  |      |      |     
|                                                  |      |     
|Potential future income tax assets                |      |      |     
|Less: valuation allowance                         |      |      |     
|                                                  |      |      |     
|Net future income tax asset                       |      |      |     
|                                                  |      |      |     

At March 31, 2008, the Company has
non-capital losses of approximately $1,980,743 which may be applied to reduce taxable
income of future years. The non-capital losses expire as follows:

|Year | $
|---- | -
|
|
|
|
|2009 |  
|2010 |  
|2014 |  
|2015 |  
|2026 |  
|2027 |  
|2028 |  
|     |  
|     |  
|     |  

The Company has certain resource
related deductions and other losses which may be available to be offset against future
taxable income in Canada. The benefits of all these deductions are not reflected in these
financial statements as the criteria for recognizing future income tax assets have not
been met due to the uncertainty of realization, and accordingly the Company has recorded a
valuation allowance of 100%. The realization of any of these tax benefits in future years
will be recorded as an adjustment to the corporate tax provision in the year realized.

F - 15

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 8. | SUBSEQUENT EVENTS
|------- | -----------------

The Company intends to forward split
its issued shares on the basis of 1.5 new shares for one old share.

In May 2008 the Company entered into two
Letters of Intent to acquire 100% of the issued and outstanding shares of two private
companies with oil and gas interests in Alberta and Mozambique. These transactions, if
completed, will result in a reverse-take-over of the Company. The Company will be required
to provide capital of $7,600,000; assume debt obligations of up to $5,750,000; issue up
to 83,209,710 post-split shares, issue up to 11,528,983 share purchase warrants at various
terms and grant options to acquire up to 4,500,000 post-split shares at $0.75 per share.
The Company will also be required to do an equity financing of $30,000,000. It is
anticipated that 40,000,000 units at $0.75 per unit will be offered through Haywood
Securities as agent by private placement. The Letters of Intent are non-binding and
completion of these acquisitions is subject to various conditions. There can be no
assurance that the transactions will be completed as proposed or at all.

|NOTE 9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
|------- | ------------------------------------------------------

These financial statements are
prepared in accordance with generally accepted accounting principles in Canada
(Canadian GAAP), which differ in certain respects with accounting principles
generally accepted in the United States and from practices prescribed by the Securities
and Exchange Commission (collectively US GAAP). Material differences to these
financial statements are as follows:

|a) | Exploration
stage enterprise:
|-- | -----------------------------

Under US accounting standards, the
Company is considered to be an enterprise in the exploration stage as substantially all of
its efforts have been directed towards the investigation of business opportunities and
exploration of resource properties. Accounting principles for exploration stage
enterprises require the specific disclosure of this fact and the presentation of certain
cumulative information from the inception of the exploration stage. However, it does not
require any changes in the measurement of assets, liabilities, revenues or expenses from
that set out in the financial statements prepared in accordance with Canadian GAAP.

|b) | Statement
of stockholders equity:
|-- | ----------------------------------

US accounting standards require a
separate Statement of Stockholders Equity disclosing historical transactions from
inception of the exploration stage. For Canadian reporting purposes the Company has not
provided historical share transactions prior to December 31, 2004.

|c) | Interest
in unproven mineral properties:
|-- | ----------------------------------------

Under US GAAP, pursuant to EITF 04-2,
the Company classified its mineral rights as tangible assets and accordingly acquisition
costs are capitalized as mineral property costs. US GAAP requires that long-lived assets
be reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability, the Company is to estimate the future cash flows expected to result from
the use of the asset and its eventual disposition. If the sum of the undiscounted expected
future cash flows is less than the carrying amount of the asset, an impairment loss is
recognized. Mineral exploration costs are expensed as incurred until commercially mineable
deposits are determined to exist within a particular property. Accordingly, for all
periods presented, the Company has expensed all mineral exploration costs for US GAAP
purposes. In addition, under Canadian GAAP, cash flows relating to resource property costs
are reported as investing activities. For US GAAP, these costs are classified as operating
activities. The comparative figures have been reclassified to reflect the capitalization
of mineral property option payments as mineral rights under US GAAP.

To date the Company has not
established any proven or probable reserves on its mineral properties.

|d) | Stock-based
compensation
|-- | ------------------------

The Company adopted a formal stock
option plan on September 1, 2005, which provides for the granting of incentive stock
options. Stock options granted to directors, employees and non-employees are accounted for
by applying the fair value method using the Black-Scholes option pricing model in
accordance with Statement of Financial Accounting Standards No. 123 (SFAS
123). On December 16, 2004, the FASB issued SFAS 123(R), Share-Based Payment,
which is a revision of SFAS 123. SFAS 123(R) supersedes APB Opinion 25, and amends SFAS
95, Statement of Cash Flows. SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the income
statement based on their fair values at the date of grant. As a result, effective
September 1, 2005 there is no difference between the Companys accounting for stock
options under US GAAP versus Canadian GAAP. As at March 31, 2008, no options have been
issued under the Companys stock option plan.

F - 16

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
|------- | ------------------------------------------------------------------

|e) | Statements
of cash flows
|-- | ------------------------

For Canadian GAAP, all cash flows
relating to mineral property costs are reported as investing activities. For US GAAP,
mineral property acquisition costs would be characterized as investing activities and
mineral property exploration costs as operating activities.

The Company has included a subtotal
in cash flows from operating activities. Under US GAAP, no such subtotal would be
disclosed.

|f) | Summary
of financial statement information
|-- | ------------------------------------------

The effect of the accounting
differences for exploration costs are as follows:

Reconciliation of losses reported to
US GAAP:

|                                                      | 2008 | 2007 | 2006
|----------------------------------------------------- | ---- | ---- | ----
|
|
|
|
|Net loss as reported in accordance with Canadian GAAP |      |      |     
|Adjustments to US GAAP                                |      |     
|- mineral property exploration costs                  |      |      |     
|                                                      |      |      |     
|Net loss under US GAAP                                |      |      |     
|                                                      |      |      |     
|                                                      |      |     
|Net loss per share under US GAAP                      |      |      |     
|                                                      |      |      |     
|                                                      |      |     

Diluted net earnings (loss) per share
reflect the potential dilution of securities that could result from the exercise of
dilutive options and warrants. As of March 31, 2008, the Company had no (2007: Nil, 2006:
115,000) stock options outstanding and no (2007: 4,160,200: 2006: Nil) warrants
outstanding which have not been included in the calculation of diluted net loss per share
because their effect would have been anti-dilutive.

Reconciliation of total assets,
liabilities and shareholders capital deficiency to US GAAP:

|                                                | 2008 | 2007
|----------------------------------------------- | ---- | ----
|
|
|
|
|Total assets under Canadian GAAP                |      |     
|Adjustment to US GAAP                           |      |     
|                                                |      |     
|Total assets under US GAAP                      |      |     
|                                                |      |     
|                                                |      |     
|Total liabilities under Canadian GAAP           |      |     
|Adjustment to US GAAP                           |      |     
|                                                |      |     
|Total liabilities under US GAAP                 |      |     
|                                                |      |     
|                                                |      |     
|Total shareholders' equity  under Canadian GAAP |      |     
|Adjusted to US GAAP                             |      |     
|                                                |      |     
|Total shareholders' equity  under US GAAP       |      |     
|                                                |      |     

Reconciliation of statements of cash
flows to US GAAP:

|                                                         | 2008 | 2007 | 2006
|-------------------------------------------------------- | ---- | ---- | ----
|
|
|
|
|Cash used in operating activities under Canadian GAAP    |      |      |     
|Adjustments to US GAAP                                   |      |     
|- mineral property costs expensed                        |      |      |     
|                                                         |      |      |     
|Cash used in operating activities under US GAAP          |      |      |     
|                                                         |      |      |     
|                                                         |      |     
|Cash used in investing activities under Canadian GAAP    |      |      |     
|Adjustments to US GAAP - mineral property costs expensed |      |      |     
|                                                         |      |      |     
|Cash used in investing activities under US GAAP          |      |      |     
|                                                         |      |      |     
|                                                         |      |     
|Cash flow from financing activities under Canadian GAAP  |      |      |     
|Adjustments to US GAAP                                   |      |      |     
|                                                         |      |      |     
|Cash flow from financing activities under US GAAP        |      |      |     
|                                                         |      |      |     

F - 17

---

---

|GUILDHALL MINERALS LTD.
NOTES TO THE FINANCIAL
STATEMENTS  MARCH 31, 2008
(Expressed In Canadian
Dollars)
|---------------------------------------------------------------------------------------------------------
|                                                                                                         

|NOTE 9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
|------- | ------------------------------------------------------------------

|g) | Recent
accounting pronouncements:
|-- | ---------------------------------

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities. This Statement permits entities to choose to measure many financial
assets and financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007. The Company is currently
assessing the impact of SFAS No. 159 on its financial position and results of operations.

In December 2007, the FASB issued
SFAS No. 160, Noncontrolling Interests in consolidated Financial Statements 
an Amendment of ARB No. 51. This statement requires that noncontrolling or minority
interests in subsidiaries be presented in the consolidated statement of financial position
within equity, but separate from the parents equity, and that the amount of the
consolidated net income attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated statement of income. SFAS
No. 160 is effective for the fiscal years beginning on or after December 15, 2008.
Currently the Company does not anticipate that this statement will have an impact on its
financial statements.

In December 2007, the FASB issued
SFAS No. 141 (Revised) Business Combinations. SFAS 141 (Revised) establishes
principles and requirements for how the acquirer of a business recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities assumed, and
any noncontrolling interest in the acquiree. The statement also provides guidance for
recognizing and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. The guidance will become
effective for the fiscal year beginning after December 15, 2008. Management is in the
process of evaluating the impact, if any, SFAS 141 (Revised) will have on the
Companys financial statements upon adoption.

On December 21, 2007, the Securities
and Exchange Commission issued Staff Accounting Bulletin No. 110, (SAB 110).
SAB 110 provides guidance to issuers on the method allowed in developing estimates of
expected term of plain vanilla share options in accordance with SFAS No.
123(R), Share-Based Payment. The staff will continue to accept, under certain
circumstances, the use of a simplified method beyond December 31, 2007 which amends
question 6 of Section D.2 as included in SAB 107, Valuation of Share-Based Payment
Arrangements for Public Companies, which stated that the simplified method could not
be used beyond December 31, 2007. SAB 110 is effective January 1, 2008. Management is in
the process of evaluating the potential impact, if any, that the adoption of SAB 110 will
have on its financial statements

In March 2008, the FASB issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities
(SFAS 161). SFAS 161 is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entitys financial position,
financial performance, and cash flows. SFAS 161 achieves these improvements by requiring
disclosure of the fair values of derivative instruments and their gains and losses in a
tabular format. It also provides more information about an entitys liquidity by
requiring disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users to locate
important information about derivative instruments. SFAS 161 will be effective for
financial statements issued for fiscal years and interim periods beginning after November
15, 2008, will be adopted by the Company beginning in the first quarter of 2009. The
Company does not expect there to be any significant impact of adopting SFAS 161 on its
financial position, cash flows and results of operations

F - 18

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# SIGNATURE

The
Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this Annual Report on
its behalf.

| |  | GUILDHALL MINERALS LTD.By: /s/ Michael Laidlaw
Michael LaidlawPresident and Chief Executive Officer
| |  | -----------------------------------------------------------------------------------------------------------------

Dated: September 10, 2008

34

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