UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


(Mark
One)


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


For
the fiscal year ended July 31, 2008





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


For the
transition period from __________ to __________





Commission
File Number: 333-147501





HOMELAND
RESOURCES LTD.


(Exact
name of registrant as specified in its charter)





Nevada
            26-0841675State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employer Identification No.)6801
      Los Trechos NE, Albuquerque, New Mexico
            87109(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:  (505) 264-0600





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par
value





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





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





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 ý   No
 ̈





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





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


Large
      accelerated filer  o
            Accelerated
      filer  oNon-accelerated
      filer  o
            Smaller
      reporting company  ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes ý   No
 ̈








State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:  $-0- onJanuary 31, 2008





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: 6,000,000 on October 16,
2008





FORWARD-LOOKING
STATEMENTS





This
annual report on Form 10-K contains “forward-looking statements.”  All
statements other than statements of historical facts included or incorporated by
reference in this report, including, without limitation, statements regarding
our future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking
statements.  In addition, forward-looking statements generally can be
identified by the use of forward-looking terminology such as “may,” “will,”
“expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or
“continue” or the negative thereof or variations thereon or similar
terminology.  In assessing forward-looking statements contained in
this report, readers are urged to read carefully all cautionary statements,
including those contained in other sections of this report.





Although
we believe that the expectations reflected in such forward-looking statements
are reasonable, we cannot give any assurance that such expectations will prove
to be correct.  Our actual results are likely to differ materially
from those anticipated in these forward-looking statements for many reasons,
including the risks faced by us described in the preceding “Risk Factors”
section and elsewhere in this report.  All subsequent written and oral
forward-looking statements attributable to us, or persons acting on our behalf,
are expressly qualified in their entirety by these cautionary
statements.  We assume no duty to update or revise our forward-looking
statements based on changes in internal estimates or expectations or
otherwise.





2


HOMELAND
RESOURCES LTD.





FORM
10-K


FOR
THE FISCAL YEAR ENDED


JULY
31, 2008





INDEX





PagePART
      IItem
      1.
            Business
            4Item
      1A.
            Risk
      Factors
            5Item
      1B.
            Unresolved
      Staff Comments
            8Item
      2.
            Properties
            9Item
      3.
            Legal
      Proceedings
            15Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            15PART
      IIItem
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            15Item
      6.
            Selected
      Financial Data
            15Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            15Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            17Item
      8.
            Financial
      Statements and Supplementary Data
            17Item
      9.
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
            29Item
      9A.
            Controls
      and Procedures
            29Item
      9B.
            Other
      Information
            29PART
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            30Item
      11.
            Executive
      Compensation
            31Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            31Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            31Item
      14.
            Principal
      Accounting Fees and Services
            32PART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            32








3


PART
I





ITEM
1.           BUSINESS





History
and Overview





Homeland
Resources Ltd. (“we,” “us,” or “our”) was organized under the laws of the State
of Nevada on July 8, 2003, initially to explore mining claims and property in
New Mexico and to participate in oil and gas interests in
Oklahoma.  As of the date of this report, we have conducted only
limited operations.





We
acquired six unpatented mining claims located in Luna County, New Mexico in
March 2004.  We refer to these mineral claims as the HR Claims and the
overall project and property as the Home Ranch Prospect.  We own a
100% interest in the HR Claims.  We are an exploration stage company
and we cannot assure you that a commercially viable mineral deposit exists on
our mineral claims.





As the
price of gold has been fluctuating widely, we have deferred conducting mineral
exploration activities on the Home Ranch Prospect in order to assess whether
these claims have commercially exploitable gold mineral reserves for the near
term.





In June
2004, we acquired a 10% working interest in the Vector Exploration Corporation
State Red House #4 Project in Nobel County, Oklahoma.  Our working
interest included leasehold interest, well bores, geological expenses, brokerage
costs and overhead.  During the year ended July 31, 2005, we sold our
working interest and we presently hold no oil and gas interests.





Compliance
with Government Regulation





We will
be required to conduct all mineral exploration activities in accordance with the
rules and regulations of the BLM.  We will be required to obtain a
permit prior to the initiation of the proposed exploration Phase II
program.  To obtain a permit we will have to submit a plan of
operation as part of our permit application.





If our
activities should advance to the point where we are engaging in significant
intrusive mining operations, we could become subject to environmental
regulations promulgated by federal, state, and local government
agencies.  Environmental legislation provides for restrictions and
prohibitions on spills, releases or emissions of various substances produced in
association with certain mining industry operations, such as seepage from
tailings disposal areas, which would result in environmental
pollution.  A breach or violation of such legislation may result in
the imposition of fines and penalties.  At present, we do not believe
that compliance with environmental legislation and regulations will have a
material effect on our proposed operations; however, any changes in
environmental legislation or regulations or in our activities may cause
compliance with such legislation and/or regulation to have a material impact on
our operations.  In addition, certain types of operations require the
submission and approval of environmental impact
assessments.  Environmental legislation is evolving in a manner that
means stricter standards, and enforcement, fines and penalties for
non-compliance are becoming more stringent.  Environmental assessments
of proposed projects carry a heightened degree of responsibility for companies
and directors, officers and employees.  The cost of compliance with
changes in governmental regulations has a potential to reduce the profitability
of operations.  We intend to ensure that we comply fully with all
environmental regulations relating to our operations.





Employees





We have
no employees other than our sole officer and director, Armando Garcia, who as of
the date of this report is serving without compensation.  We
anticipate that we will be conducting most of our business through agreements
with consultants and third parties.  We have retained the services of
Leroy Halterman to conduct Phase I of the exploration program at a cost of
approximately $12,100.  Mr. Halterman is a former officer of the
Company. Other than our engagement of Mr. Halterman, we have not entered into
any arrangements or negotiations with any other consultants or third
parties.





4


ITEM
1A.        RISK FACTORS





Risks
Related to Our Financial Condition and Business





If we do not
obtain additional financing, our business will fail.  As of
July 31, 2008, we had $53 of cash on hand.  Our current operating
funds are not sufficient to sustain the company or to conduct any exploration of
our mineral claims.  Therefore, we will need to obtain additional
financing in order to complete our business plan. We currently do not have any
operations and we have no income. Further, we do not have any financing in place
and we may not be able to find such financing if required. Obtaining additional
financing would be subject to a number of factors, including investor acceptance
of mineral claims and investor sentiment. These factors may adversely affect the
timing, amount, terms, or conditions of any financing that we may obtain or make
any additional financing unavailable to us.





If we complete a
financing through the sale of additional shares of our common stock, then
shareholders will experience dilution.  The most likely source
of future financing presently available to us is through the sale of shares of
our common stock.  Any sale of common stock will result in dilution of
equity ownership to existing shareholders.  This means that if we sell
shares of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares then
outstanding.





We have not paid
any cash dividends on our shares of our common stock and we do not intend to pay
any such dividends in the foreseeable future.  Accordingly, investors
will only see a return on their investments if the value of the shares
appreciates.  To date, we have not paid any cash dividends on
our common stock.  We do not intend to declare or pay any dividends on
our common stock in the foreseeable future, but rather to retain any earnings to
finance the growth of our business, if any.  Payment of future
dividends, if any, will be at the discretion of our board of directors and will
depend on our results of operations, financial condition, contractual and legal
restrictions and other factors the board of directors deems
relevant.  Accordingly, investors will only see a return on their
investments if the value of the shares appreciates.





If we do not pay
annual maintenance fees, then our mineral claims will
lapse.  We must pay annual maintenance fees of $100 per claim
to the Bureau of Land Management to hold our HR Claims.  If we do not
make the required payments, then our claims will lapse and we will lose all
interest that we have in these mineral claims.





Our company was
recently formed and we have not proven that we can generate a
profit.  If we fail to generate income and achieve profitability, an
investment in our securities may be worthless.  We have no
operating history and have not proved we can operate successfully.  If
we fail, your investment in our common stock will become
worthless.  From inception to July 31, 2008, we incurred a net loss of
$63,927.  At July 31, 2008, we had a working capital deficit of
$34,803.





We were
organized under the laws of the State of Nevada on July 8, 2003, and have had no
operations other than to conduct two private offerings, acquire the HR Claims in
the state of New Mexico and acquire and subsequently dispose of a 10% working
interest in an oil and gas exploration property in Oklahoma.  As of
October 16, 2008, we have 39 shareholders of record.  We face all of
the risks inherent in a new business.  The purchase of the securities
offered hereby must therefore be regarded as the placing of funds at a high risk
in a new or “start-up” venture with all the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.





Because we
anticipate our operating expenses will increase prior to our obtaining revenues,
we expect significant losses prior to any profitability.  Prior
to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues.  We
therefore expect to incur significant losses into the foreseeable
future.  If we are unable to generate significant revenues from the
exploration of our mineral claims and the production of minerals thereon, we
will not be able to earn profits or continue operations.  There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and we may not be able to generate any operating revenues or
ever achieve profitable operations.  If we are unsuccessful in
addressing these risks, our business will most likely fail.





5


Because of the
speculative nature of exploration of mining properties, there is substantial
risk that no commercially exploitable minerals will be found and our business
will fail.  The search for valuable minerals as a business is
extremely risky.  Our mineral claims may not contain commercially
exploitable reserves of gold.  Exploration for minerals is a
speculative venture necessarily involving substantial risk.  The
expenditures to be made by us in the exploration of our mineral claims may not
result in the discovery of commercial quantities of ore.  Problems
such as unusual or unexpected formations and other conditions are involved in
mineral exploration and often result in unsuccessful exploration
efforts.  In such a case, we would be unable to complete our business
plan.





Because of the
inherent dangers involved in mineral exploration, there is a risk that we may
incur liability or damages as we conduct our business.  The
search for valuable minerals involves numerous hazards.  As a result,
we may become subject to liability for such hazards, including pollution,
cave-ins, and other hazards against which we cannot insure or against which we
may elect not to insure.  The payment of such liabilities may have a
material adverse effect on our financial position.





Even if we
discover commercial reserves of precious metals on our mineral claims, we may
not be able to successfully obtain commercial production.  Our
mineral claims do not contain any known mineral reserves.  If our
exploration programs are successful in establishing reserves of commercial
tonnage and grade, we will require additional funds in order to place the
mineral claims into commercial production.  At this time, we cannot
assure you that we will be able to do so.





Fluctuating gold
prices could negatively impact our business plan.  The
potential for profitability of gold mining operations is directly related to the
market price of gold. The price of gold may also have a significant influence on
the market price of our common stock. In the event that we obtain positive
results and progress our property to a point where a commercial production
decision can be made, our decision to put a mine into production and to commit
the funds necessary for that purpose must be made long before any revenue from
production would be received. A decrease in the price of gold at any time during
future exploration and development may prevent our property from being
economically mined or result in the writeoff of assets whose value is impaired
as a result of lower gold prices. The price of gold is affected by numerous
factors beyond our control, including inflation, fluctuation of the United
States dollar and foreign currencies, global and regional demand, the purchase
or sale of gold by central banks, and the political and economic conditions of
major gold producing countries throughout the world.





From
October 2003 to October 15, 2008, the price of gold has ranged from $371.30 per
ounce to $1,002.80 per ounce.  In the event gold prices decline and
remain low for prolonged periods of time, we will be unable to develop our
property or produce any revenue.





Because of our
limited resources and the speculative nature of our business, there is a
substantial doubt as to our ability to continue as a going
concern.  The report of Moore & Associates, Chartered, our
independent registered public accounting firm, on our audited financial
statements for the periods ended July 31, 2008 and 2007, indicates that there
are a number of factors that raise substantial doubt about our ability to
continue as a going concern.  Our continued operations are dependent
on our ability to obtain financing and upon our ability to achieve future
profitable operations from the development of our mineral
properties.  If we are not able to continue as a going concern, it is
likely investors will lose their investment.





Our industry is
highly competitive, attractive mineral lands are scarce, and we may not be able
to obtain quality properties.  We compete with many companies
in the mining industry, including large, established mining companies with
substantial capabilities, personnel and financial resources. We may be at a
competitive disadvantage in acquiring mineral properties, since we compete with
these individuals and companies, most of which have greater financial resources
and larger technical staffs. From time to time, specific properties or areas
which would otherwise be attractive to us for exploration or acquisition may be
unavailable to us due to their previous acquisition by other companies or our
lack of financial resources. Competition in the industry is not limited to the
acquisition of mineral properties but also extends to the technical expertise to
find, advance, and operate such properties; the labor to operate the properties;
and the capital for the purpose of funding such properties. Many competitors not
only explore for and mine precious metals, but conduct refining and marketing
operations on a worldwide basis. Such competition may result in our company
being unable not only to acquire desired properties, but to recruit or retain
qualified employees or to acquire the capital necessary to fund our operation
and advance our properties. Our






6
 
  inability
to compete with other companies for these resources would have a material
adverse effect on our results of operation and business.





Because our sole
executive officer has other business interests, he may not be able or willing to
devote a sufficient amount of time to our business operations, causing our
business to fail.  Mr. Garcia, our sole executive officer and
director, presently spends approximately 10% of his business time on business
management services for our company.  It is possible that the demands
on Mr. Garcia from his other obligations could increase with the result that he
would no longer be able to devote sufficient time to the management of our
business.  In addition, Mr. Garcia may not possess sufficient time for
our business if the demands of managing our business increased substantially
beyond current levels.





We depend on our
sole officer and director and the loss of our sole officer and director could
adversely affect our business.  We are dependent on our sole
officer and director, Armando Garcia, for the conduct of our business. The loss
of Mr. Garcia would significantly and adversely affect our business. In that
event, we would be forced to identify and retain an individual or individuals to
replace Mr. Garcia. We do not carry life insurance on Mr. Garcia and we may not
be able to replace Mr. Garcia on terms acceptable to us.





We have not
obtained an independent evaluation of our mineral claims, where multiple or
independent evaluations could prove to be more accurate.  Due
to excessive costs, our proposed two-phase program of exploration has been
prepared by, and was based in large part on, a geological report by Leroy
Halterman, a former officer of the Company.  It is possible that
multiple or independent evaluations could prove to be more accurate, and to the
extent that our limited report is inaccurate, our proposed program may be
inadequate.





Risks
Related to Legal Uncertainty





Because we will
be subject to compliance with government regulation, our anticipated cost of our
exploration program may increase.  There are several
governmental regulations that materially restrict the use of ore.  We
will be subject to the laws and regulations of the Bureau of Land Management of
the United States Department of the Interior as we carry out our exploration
program.  We may be required to obtain land use permits and perform
remediation work for any physical disturbance to the land in order to comply
with these regulations.  New regulations could be passed which could
increase our costs of doing business and prevent us from carrying out our
exploration program.  Under current regulations, if we fail to obtain
the necessary permits, the Bureau of Land Management could seek to enjoin our
exploration operations and demand monetary damages for any surface disturbance
to the land.  In addition, the Bureau of Land Management could seek a
criminal fines against us for a knowing and willful violation.  If we
were to be subject to any criminal or civil proceedings of this type, in all
likelihood, we would cease to exist as a company and investors would lose their
entire investment.





Title to mineral
properties can be uncertain, and we are at risk of loss of ownership of our
property.  Our ability to explore and operate our property
depends on the validity of title to that property. The Home Ranch Prospect
consists of the unpatented HR Claims. Unpatented mining claims are generally
considered to be subject to greater risk than other real property interests
because the validity of unpatented mining claims is often uncertain. Unpatented
mining claims provide only possessory title and their validity is often subject
to contest by third parties or the federal government. These uncertainties
relate to such things as the sufficiency of mineral discovery, proper posting
and marking of boundaries, assessment work and possible conflicts with other
claims not determinable from descriptions of record. Since a substantial portion
of all mineral exploration, development and mining in the United States now
occurs on unpatented mining claims, this uncertainty is inherent in the mining
industry. We have not obtained a title opinion on our entire property, with the
attendant risk that title to some claims, particularly title to undeveloped
property, may be defective. There may be valid challenges to the title to our
property which, if successful, could impair development and/or
operations.  We remain at risk that the mining claims may be forfeited
either to the United States or to rival private claimants due to failure to
comply with statutory requirements as to location and maintenance of the claims
or challenges to whether a discovery of a valuable mineral exists on every
claim.





7


Risks
Factors Relating To Our Common Stock





There is a lack
of a public market for our common shares, which limits our shareholders ability
to resell their shares or pledge them as collateral.  There is
currently no public market for our shares, and we cannot assure you that a
market for our stock will develop.  Consequently, investors may not be
able to use their shares for collateral or loans and may not be able to
liquidate at a suitable price in the event of an emergency.  In
addition, investors may not be able to resell their shares at or above the price
they paid for them or may not be able to sell their shares at all.





Future equity
transactions, including exercise of options or warrants, could result in
dilution.  In order to raise sufficient capital to implement
our planned operations, from time to time, we intend to sell restricted stock,
warrants, and/or convertible debt to investors in private
placements.  Because the stock will be restricted, the stock will
likely be sold at a greater discount to market prices compared to a public stock
offering, and the exercise price of the warrants is likely to be at or even
lower than market prices.  These transactions will cause dilution to
existing stockholders.  Also, from time to time, options may be issued
to officers, directors, or employees, with exercise prices equal to
market.  Exercise of in-the-money options and warrants will result in
dilution to existing stockholders.  The amount of dilution will depend
on the spread between the market and exercise price, and the number of shares
involved.  In addition, such shares would increase the number of
shares in the “public float” and could depress the market price for our common
stock, if a market develops.





Our common stock
is subject to SEC “Penny Stock” rules.  Since our common stock
is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act,
it will be more difficult for investors to liquidate their investment of our
common stock.  Until the trading price of the common stock rises above
$5.00 per share, if ever, trading in the common stock is subject to the penny
stock rules of the Securities Exchange Act specified in rules 15g-1 through
15g-10.  Those rules require broker-dealers, before effecting
transactions in any penny stock, to:





l
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;l
            Disclose
      certain price information about the stock;l
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;l
            Send
      monthly statements to customers with market and price information about
      the penny stock; andl
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities.  These additional procedures could also
limit our ability to raise additional capital in the future.





Since our shares
may be traded on the Over-the-Counter Bulletin Board, trading volumes and prices
may be sporadic because it is not an exchange.  Our common
shares are approved for quotation on the OTC Bulletin Board.  The
trading price of our common shares may be subject to wide
fluctuations.  Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our
control.  The stock market has generally experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of companies with limited business
operations.  Broad market and industry factors may adversely affect
the market price of our common shares, regardless of our operating
performance.





In the
past, following periods of volatility in the market price of a company’s
securities, securities class-action litigation has often been
instituted.  Such litigation, if instituted, could result in
substantial costs for us and a diversion of management’s attention and
resources.





ITEM
1B.        UNRESOLVED STAFF
COMMENTS





None.





8


ITEM
2.           PROPERTIES





Home
Ranch Prospect





Property
Acquisition.  In
March 2004, we acquired a 100% interest in leases on six unpatented lode mining
claims in the Home Ranch Prospect, located in the Luna County, New Mexico, by
locating the HR # 1 through HR#6 mining claims on federal minerals administered
by the Bureau of Land Management for filing fees of $666 plus staking expenses
of $550.  The Home Ranch Prospect consists of the HR# 1 through HR#6
mineral claims.  Unpatented claims are mining claims for which the
holder has no patent, or document that conveys title.  A lode is a
mineral deposit in consolidated rock as opposed to a placer deposit, which is a
deposit of sand or gravel that contains particles of gold, ilmenite, gemstones,
or other heavy minerals of value.





Location and
Access.  Access to the Home Ranch Prospect is obtained by
traveling west from Deming, New Mexico on Interstate 10, then south at the Gage
overpass on an unnumbered county road which turns to the west along the southern
margin of the Klondike Hills and traverses the southern edge of the
property.  From this point several dirt roads lead into the claim
block.  The Home Ranch Prospect has year-round accessibility and
access within the area is also good.  The topography of the area
consists of hills of low to moderate relief, which have been dissected by
erosion.  The closest major air service to the property is located in
El Paso, Texas.





The
property is comprised of low hills and alluvial valleys, with elevations ranging
from a low of 4,820 feet to a high of 4,950 feet.  Vegetation is
sparse and includes desert grasses, cacti, and creosote bushes with the surface
used only for grazing cattle.





HR
Claims.  The Home Ranch Prospect consists of six unpatented
lode mining claims totaling 120 acres, situated in Township 26 South, Range 13
West, in the north half of Section 27 (the “HR Claims”). The HR Claims are
located on federal lands under the administration of the Bureau of Land
Management (BLM).  The HR Claims are not subject to any royalties, but
annual maintenance fees must be paid to the BLM of $100 per claim, a total of
$600 annually for the entire HR Claims’ block to keep them valid.





Under the
General Mining Law of 1872, which governs our mining claims and leases, we, as
the holder of the HR Claims, have the right to develop the minerals located in
the land identified in the HR Claims.  We must pay an annual
maintenance fee of $100 per claim to hold the HR Claims.  The HR
Claims can be held indefinitely with or without mineral production, subject to
challenge if not developed.  Using land under an unpatented mining
claim for anything but mineral and associated purposes violates the General
Mining Law of 1872.





If we
determine through our exploration program that one or more economically
recoverable mineral deposits exist on the HR Claims, and at least $500 of
development work has been performed, we can file a patent application with the
BLM in Santa Fe, New Mexico to obtain title to surface and mineral
rights.  We are not required to patent a claim to mine a deposit, but
patenting a claim gives the holder legal title to both the surface and the
minerals.  We must pay a fee of $250 per patent application plus $50
per claim within each application.  If the application is approved, we
can purchase surface and mineral rights at a rate of $5 per acre for lode
claims.





Previous
Operations and History.  Energy Reserves Group, Minerals
Division, initially investigated the Home Ranch Prospect during regional
reconnaissance work in southwestern New Mexico in June 1981.  At that
time it was noted that the geology in the area was favorable for disseminated
precious metal mineralization as well as other types of
deposits.  Anomalous arsenic values were obtained from the initial
sampling program and the area was slated for further evaluation.





In 1982,
St. Joe American performed further sampling and drilled one 494-foot deep
hole.  The additional sampling confirmed the anomalous gold and silver
values with samples of gold as high as 4.5 parts per million (0.13 ounces per
ton gold) and silver as high as 640 parts per million (18 ounces per ton
silver). The drill hole was located in the northern portion of the PAL claim
block north of the HR Claims.  The PAL claims occupied all of Section
27, the north half of Section 28, the west half of section 22 and north half of
section 27, Township 26 South and Range 13 West.





9


We have
not conducted any work on the HR Claims.  There are no known reserves
on the Home Ranch Prospect.





Geology of the HR
Claims.  A geological report regarding the Home Ranch Prospect
was prepared in March 2004 (the “Geological Report”) by Leroy Halterman, a
certified and registered geologist.  Mr. Halterman is a former officer
of the Company.  The following discussion regarding the Home Ranch
Prospect is based on the Geological Report and references the maps located on
Figures 1 and 2 below.





The
Klondike Hills lay at the northern edge of the Cedar Mountains and are
considered to be a part of the same structural trend as the Home Ranch
Prospect.  See Figure 2 below. The Cedar Mountains are a northwest
trending Basin and Range structure bounded by high angle normal faults.
Exposures in the Cedar Mountains consist of Tertiary volcanic and intrusive
rocks with one window of Paleozoic and Cretaceous rocks exposed. A valley that
parallels the northern edge of the volcanic pile separates the Klondike Hills
from the main body of the Cedar Mountains. Exposures in the Klondike Hills
consist of Paleozoic strata of Ordovician through Mississippian age and a few
exposures of Precambrian rocks that are present in the center of the hills.
Tertiary volcanic rocks are exposed northwest of the prospect area and a small
exposure of an intrusive is also present within the prospect area.





Rock
outcroppings within the Home Ranch Prospect area include the Ordovician El Paso
Formation, the Ordovician Montoya Group, the Silurian Fusselman Dolomite, the
Devonian Percha Shale, the Mississippian Keating Formation, and the Tertiary
intrusive unit mentioned above.





The El
Paso Formation consists of thin to medium-bedded limestone with argillaceous and
silty intervals. It is the primary target formation on the property. Extensive
jasperoid development and argillic alteration has been noted in the formation
occurring in association with fault structures.  The El Paso Formation
is overlain by the Montoya Group, which is divided into four formations of
predominantly dolomitic composition. Thin-bedded sediments in the upper
formation of this group may also have some potential as a host
rock.





The
Silurian Fusselman dolomite, a fine-grained, massive dolomite overlies the
Montoya Group. The Fusselman has been included with the Montoya Group on the
geologic map, (see Figure 2), as it has been on previously published geologic
maps of the area.





The
Devonian Percha Shale is green-gray shale seen in a small, poorly exposed
outcrop near the southern edge of the prospect and in tailings from a relatively
shallow shaft on the southeastern edge of the prospect. The Percha Shale is also
a potential host rock in this area.





The lower
part of the Mississippian Keating Formation (the lower member of the Escabrosa
Group) consists of medium-bedded limestone exposed at a small outcrop near the
southern edge of the prospect. Jasperoid has developed along a structure in the
Keating in this area.





Structurally,
the Klondike Hills are complex. The area lies within the east-southeast trending
Laramide overthrust belt of southwestern New Mexico. The complex relationships
among the units exposed is due to a series of relatively flat-lying thrust
plates in which upper plate Ordovician and Silurian rocks have been thrust over
each other and over lower plate Devonian and Mississippian strata. These thrust
slices have in turn been broken by two sets of Tertiary high angle normal faults
that trend northeast and northwest. The area also lies along the west trending
Texas lineament. The Texas lineament is a very old zone of weakness that extends
to the basement and which has added an east-west trending strike-slip component
to the deformation of the strata in the area.





Mineralization
and alteration found at the Home Ranch Prospect consists of jasperoid, argillic
alteration, silicification and iron staining of thin-bedded sediments and
development of iron-rich, gossan-like material. Copper, fluorite, calcite,
barite and iron mineralization was also noted in silicified rock found on the
dump of a shallow shaft that was sunk on a structure on the southeast side of
the property.





The
jasperoid at the Home Ranch Prospect frequently contains visible blades of
barite.  Jasperoid occurs over a wide area on the property, both along
high angle Basin and Range structures and along the planes of the low angle
thrust faults. Jasperoid appears to form most readily in the EI Paso limestone,
but also occurs in the dolomites of the Montoya Group. Silica appears to have
migrated easily through the reactive EI Paso limestones and has






10
 
 replaced
the rock for some distance beyond the major structures. In contrast, the
dolomites of the Montoya Group appear to have been less reactive and silica
replacement occurs only in narrow bands along the structures that served as
conduits for mineralizing solutions.





Figure 1
and Figure 2 are set forth on the following pages.


11





12











The
occurrence of the iron-rich gossan-like mineralization also appears to be
confined closely to structures, primarily the Basin and Range structures on the
south side of the property.  This mineralization occurs in addition to
and in association with jasperoid development along these structures and can be
seen in the dump material.





Argillic
alteration was noted in thin-bedded units of the El Paso Formation in several
locations and partial silicification of argillically altered sediments that also
occurred in several places.  Silicification of thin-bedded El Paso
sediments can often be found beneath jasperoid outcrops where hematitic and
limonitic staining occurs in conjunction with the argillic alteration and
silicification.  Silicification, brecciation, and calcite veining was
noted in the Percha Shale on the dump of a shallow shaft on the southeast side
of the property.





The
primary drilling target on the Home Ranch Prospect is the El Paso limestone.
Thin-bedded El Paso sediments dip into major structures in several areas on the
property where alteration and mineralization have been observed. Consequently,
several target areas may be tested where the EI Paso Formation could serve as a
host for ore-grade mineralization.





The
Percha Shale may also be a drilling target on the southeast side of the
property. Although this area is less well exposed, the fissile shales of the
Percha may prove to be an excellent host rock where the formation dips into
mineralized structures.  In other districts in southern New Mexico the
Percha has served as a dam for upward migrating hydrothermal fluid forcing the
fluid to migrate and precipitate ore bodies in the underlying Fusselman
Limestone.  One example of this type of mineralization is 10 miles
north in the Victorio mining district.





Drilling
depths to the precious metals mineralized zones within these units are expected
to be shallow and should not exceed 400 feet.  However, should the
initial work indicate that porphyry copper-molybdenum deposit exists than deeper
holes may be required to test this target.





13


Proposed
Program of Exploration





Based on
the Geological Report, we have concluded that the Home Ranch Prospect merits
further exploration and evaluation.   A two-phase program has
been outlined, with the second phase depending upon the successful results of
the first phase, as presented below.  As the price of gold has been
fluctuating widely, we have deferred conducting mineral exploration activities
for the near term.





Phase
I.  The Phase I program will be limited to defining drill
targets for the Phase II program.  It is anticipated to cost
approximately $12,100.  The following discussion gives a brief
description of the Phase I program:





1.           Additional
mapping and sampling to confirm earlier sampling and to better target drill
holes to test untested mineralized areas of the Home Ranch Prospect claim
block.





2.           Perform
close spaced geochemical soil sampling across the entire staked area. This type
of sampling would collect samples from approximately 1-2 feet below the surface
and have them tested for gold, silver, molybdenum antimony, mercury and
arsenic.





The
Quaternary gravel that covers the southern portion of the Home Ranch Prospect
may limit the usefulness of conventional soil geochemistry but test grids will
have to be surveyed, sampled and analyzed to determine its
usefulness.  Quaternary refers to a geologic period following the
Tertiary Age beginning 2 to 3 million years ago and extending to the
present.





Phase II
Program.  The Phase II program is estimated to cost
approximately $53,750 and will involve the drill testing of strong rock and soil
geochemical anomalies.  A geochemical anomaly refers to a
concentration of one or more elements in rock, soil, sediment, vegetation, or
water that is markedly higher or lower than background. In addition to testing
the geochemical anomalies, geological mapping will generate other drill targets
that may not be highly mineralized at the surface but will still warrant testing
with several drill holes. These holes should be drilled to a depth of 300 to 400
feet or until the geological target has been intercepted.





Cost
      Estimates Phase I ProgramItem
            
            Estimated
      CostSoil
      Samples 125, average $30/sample
            
            $3,750Rock
      samples 50 samples @ $30/sample
            
            1,500Sampling
      supplies 175 samples @ $2.00/sample
            
            350Geologist,
      10 days @ $400/day
            
            4,000Per
      diem 10 days @ $100/day
            
            1,000Vehicle
      Mileage 2,000 @ $.45/mile
            
            900Miscellaneous
      and field supplies
            
            600Total Phase I
Cost
            
            $12,100Estimated
      Cost Phase II ProgramItem
            
            Estimated
      CostDrillingMineralized
      Outcrops and soil anomalies, two holes 400 ft. each
    /$20.00/ft
            
            $16,000Test
      Geological targets two holes 350 ft each / $20.00/ft
            
            14,000Assaying,
      200 samples $30
            
            6,000Geologist
      28 days @ $400/day
            
            11,200Per
      diem 28 days @ $100/day
            
            2,800Vehicle
      Mileage 5,000 miles @ $.45/mile
            
            2,250Miscellaneous
      and field supplies
            
            1,500Total Phase II
    Cost
            
            $53,750





14


ITEM
3.           LEGAL
PROCEEDINGS





There are
no legal proceedings pending against us.  To the best of our
knowledge, there are no legal proceedings threatened or contemplated against
us.





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





No
stockholders meetings were held during the fiscal year ended July 31,
2008.








PART
II





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





Market
Information





Our
common stock has been approved for quotation in the OTC Bulletin Board (“OTCBB”)
under the symbol “HMLA,” but there is no established trading
market.  We have not provided historical bid and ask prices for the
common stock.





Holders
and Dividends





As of
October 16, 2008, there were 39 record holders of our common stock.





To date,
we have not declared or paid any dividends on our common stock.  We do
not intend to declare or pay any dividends on our common stock in the
foreseeable future, but rather to retain any earnings to finance the growth of
our business.  Any future determination to pay dividends will be at
the discretion of our board of directors and will depend on our results of
operations, financial condition, contractual and legal restrictions and other
factors the board of directors deems relevant.





Recent
Sales of Unregistered Securities





None.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not
required.





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The following discussion and analysis of our financial condition
and plan of operation should be read in conjunction with our Financial
Statements and related notes appearing elsewhere in this Form
10-K.





Results
of Operations





We have
earned only $387 in revenues since inception.  We anticipate that we
will not earn revenues until such time as we have entered into commercial
production of our mineral properties.  We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will enter into commercial
production of our mineral properties.





Year Ended July 31, 2008ascompared to Year Ended July 31,
2007.  We had no revenue
for the years ended July 31, 2008 and 2007.  We incurred operating
expenses in the amount of $29,576 and $21,884 for the years




15
 
 ended
July 31, 2008 and 2007, respectively.  Our operating expenses were
primarily attributable to expenditures for professional fees and expenses to
maintain our corporate existence.





Our
accumulated deficit through July 31, 2008 was $63,927.





Liquidity
and Capital Resources





As of July 31, 2008. At July 31, 2008, we
had cash of $53 and a working capital deficit of $34,803, as compared to cash of
$175 and a working capital deficit of $5,227 at July 31, 2007.  During
the year ended July 31, 2008, we used cash in the amount of $122 for operating
activities and no net cash was provided by investing or financing
activities. During the year ended July 31, 2007, we used cash in the amount
of $14,447 for operating activities and no net cash was provided by investing or
financing activities.





On August
1, 2007, we obtained a one-year, $125,000 working capital loan commitment at 8%
interest per annum, from Wellington Financial Corp., a British Columbia
corporation.  We would have issued unsecured note(s) to Wellington
Financial Corp. evidencing and in exchange for any funds advanced under the loan
commitment.  Our management decided not to utilize this loan
commitment.





Going
Concern





In their
report prepared in connection with our 2008 financial statements, our auditors
included an explanatory paragraph stating that, because we had an accumulated
net loss of $63,927 and a working capital deficit of $34,803 at July 31, 2008,
there is substantial doubt about our ability to continue as a going
concern.  Our continued existence will depend in large part upon our
ability to raise sufficient capital through debt and equity
offerings.  Our financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





Summary
of Significant Accounting Policies





Mineral
Property.  Our undeveloped mineral property consists of leases
on unpatented lode mining claims located in New Mexico. Mineral exploration
costs are expensed as incurred. When it has been determined that a mineral
property can be economically developed, the costs incurred to develop such
property, including costs to further delineate the ore body and remove
overburden to initially expose the ore body, are capitalized.  Such
costs and estimated future development costs are amortized using a
unit-of-production basis over the estimated life of the ore body.  Ongoing
development expenditures to maintain production are charged to operations as
incurred.





Significant
expenditures directly related to the acquisition of exploration interests are
capitalized. If a mineable ore body is discovered, such costs are amortized
using a unit-of-production method. If no mineable ore body is discovered, such
costs are expensed in the period in which it is determined the property has no
future economic value.





Off
Balance Sheet Arrangements





We do not
have any material off balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.





Contractual
obligations





We do not have any contractual
obligations other than the payment of an annual maintenance fee of $100 per
claim to hold the HR Claims.





16


Plan
of Operations





As the
price of gold has been fluctuating widely, we have deferred conducting mineral
exploration activities for the near term.  We will reassess this
position periodically.  We also plan to investigate and, if warranted,
pursue any business opportunities that may be presented to us.





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.





ITEM
8.           FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


Index
to Financial Statements





PageReport
      of Independent Registered Public Accounting Firm
            18Balance
      Sheets at July 31, 2008 and July 31, 2007
            19Statements
      of Operations for the years ended July 31, 2008 and 2007and
      Cumulative Amounts from July 8, 2003 (Inception) to July 31,
      2008
            20Statements
      of Stockholders’ Equity (Deficit)Cumulative
      Amounts from July 8, 2003 (Inception) to July 31, 2008
            21Statements
      of Cash Flows for the years ended July 31, 2008 and 2007and
      Cumulative Amounts from July 8, 2003 (Inception) to July 31,
      2008
            22Notes
      to Financial Statements
            23





17


MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED








REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors


Homeland
Resources Ltd.


(A
Exploration Stage Company)








We have
audited the accompanying balance sheets of Homeland Resources Ltd. (A
Exploration Stage Company) as of July 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity and cash flows for the years then
ended July 31, 2008 and 2007 and since inception through July 31, 2008. These
financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Homeland Resources Ltd. (An
Exploration Stage Company) as of July 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity and cash flows for the years then
ended July 31, 2008 and 2007 and since inception through July 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has an accumulated deficit of $63,927, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Moore & Associates, Chartered





Moore
& Associates Chartered


Las
Vegas, Nevada


September
29, 2008





2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501








18


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


BALANCE
SHEETS





July
      31,
              2008
            
            
            July
      31,
              2007ASSETSCurrent
      assetsCash
      and cash equivalents
            
            $
            53
            
            
            $
            175Total
      Current Assets
            
            
            53
            
            
            
            175Mineral property (Note
      3)
            
            
            876
            
            
            
            876Total
      assets
            
            $
            929
            
            
            $
            1,051LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
            
            $
            34,856
            
            
            $
            5,402Total
      Current Liabilities
            
            
            34,856
            
            
            
            5,402Total
      liabilities
            
            
            34,856
            
            
            
            5,402Stockholders’
      deficitCommon
      stock - $0.001 par value; authorized – 75,000,000 sharesIssued
      and outstanding – 6,000,000 shares
            
            
            6,000
            
            
            
            6,000Paid
      in capital
            
            
            24,000
            
            
            
            24,000Deficit
      accumulated during the development stage
            
            
            (63,927
            )
            
            
            (34,351
            )Total
      stockholders’ deficit
            
            
            (33,927
            )
            
            
            (4,351
            )Total
      liabilities and stockholders’ deficit
            
            $
            929
            
            
            $
            1,051














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





19


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


STATEMENTS
OF OPERATIONS





Year
      Ended
              July
      31,
              2008
            
            
            Year
      Ended
              July
      31,
              2007
            
            
            Cumulative
              Amounts
      From
              Inception
              To
              July
      31,
              2008REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            387EXPENSESGeneral
      and Administrative
            
            
            28,770
            
            
            
            21,078
            
            
            
            58,948Mineral
      exploration costs
            
            
            806
            
            
            
            806
            
            
            
            3,726Oil
      and gas property operating costs
            
            
            -
            
            
            
            -
            
            
            
            1,310Loss
      on disposal of oil and gas
            
            
            -
            
            
            
            -
            
            
            
            330(29,576
            )
            
            
            (21,884
            )
            
            
            (64,314
            )Provision
      for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (29,576
            )
            
            $
            (21,884
            )
            
            $
            (63,927
            )Net
      Loss Per Common ShareBasic
      and Diluted
            
            $
            (0.005
            )
            
            $
            (0.004
            )
            
            $
            (0.012
            )Weighted
      average number of common shares outstandingBasic
      and Diluted
            
            
            6,000,000
            
            
            
            6,000,000
            
            
            
            5,158,078




















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





20


HOMELAND
RESOURCES LTD.


(A
Development Stage Company)


STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)





Common
      Stock
            
            
            
            
            
            Deficit
              Accumulated
              During
      theNumber
              of
      Shares
            
            
            Amount
            
            
            Paid
      in
              Capital
            
            
            Development
              StageBalance,
      July 8, 2003
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -(Date
      of incorporation)Loss
      for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      July 31, 2003
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Issuance
      of common stock for cash at $0.005 per share:August
      2003
            
            
            3,000,000
            
            
            
            3,000
            
            
            
            12,000
            
            
            
            15,000Net
      (loss) for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,731
            )Balance,
      July 31, 2004
            
            
            3,000,000
            
            
            
            3,000
            
            
            
            12,000
            
            
            
            13,269Issuance
      of common stock for cash at $0.005 per share:August
      2004
            
            
            2,065,000
            
            
            
            2,065
            
            
            
            8,260
            
            
            
            10,325May
      2005
            
            
            935,000
            
            
            
            935
            
            
            
            3,740
            
            
            
            4,675Net
      (loss) for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (7,890
            )Balance,
      July 31, 2005
            
            
            6,000,000
            
            
            
            6,000
            
            
            
            24,000
            
            
            
            20,379Net
      (loss) for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,846
            )Balance,
      July 31, 2006
            
            
            6,000,000
            
            
            
            6,000
            
            
            
            24,000
            
            
            
            17,533Net
      (loss) for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (21,884
            )Balance,
      July 31, 2007
            
            
            6,000,000
            
            
            
            6,000
            
            
            
            24,000
            
            
            
            (4,351
            )Net
      (loss) for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (29,576
            )Balance,
      July 31, 2008
            
            
            6,000,000
            
            
            $
            6,000
            
            
            $
            24,000
            
            
            $
            (33,927
            )








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





21


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS





Year
      Ended
              July
      31,
              2008
            
            
            Year
      Ended
              July
      31,
              2007
            
            
            Cumulative
              Amounts
      From
              Inception
              To
              July
      31,
              2008OPERATING
      ACTIVITIESNet
      loss
            
            $
            (29,576
            )
            
            $
            (21,884
            )
            
            $
            (63,927
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Loss
      on disposal of interest in oil and gas property
            
            
            -
            
            
            
            -
            
            
            
            330Change
      in non-cash working capital items:Decrease
      in prepaids
            
            
            -
            
            
            
            3,870
            
            
            
            -Increase
      in accounts payable and accrued liabilities
            
            
            29,454
            
            
            
            3,567
            
            
            
            34,856Net
      cash used in operating activities
            
            
            (122
            )
            
            
            (14,447
            )
            
            
            (28,741
            )INVESTING
      ACTIVITIESPurchase
      of interest in oil and gas property
            
            
            -
            
            
            
            -
            
            
            
            (3,830
            )Disposal
      of interest in oil and gas property
            
            
            -
            
            
            
            -
            
            
            
            3,500Purchase
      of undeveloped mineral property
            
            
            -
            
            
            
            -
            
            
            
            (876
            )Net
      cash used in investing activities
            
            
            -
            
            
            
            -
            
            
            
            (1,206
            )FINANCING
      ACTIVITIESSale
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            30,000Net
      cash provided by financing activities
            
            
            -
            
            
            
            -
            
            
            
            30,000Net
      increase (decrease) in cash
            
            
            (122
            )
            
            
            (14,447
            )
            
            
            53Cash,
      beginning of periods
            
            
            175
            
            
            
            14,622
            
            
            
            -Cash,
      end of periods
            
            $
            53
            
            
            $
            175
            
            
            $
            53











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





22


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


JULY 31,
2008





NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





ORGANIZATION





Homeland
Resources Ltd. (the Company) was incorporated under the laws of the State of
Nevada on July 8, 2003 and is considered a development stage company as defined
by Statement of Financial Accounting Standards No. 7 (SFAS 7) and a mining
company in the exploration stage. The Company’s principal activities since
inception have been the acquisition of a mineral property in the State of New
Mexico.





CONTINUANCE
OF OPERATIONS





The
financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America applicable for a going
concern which assumes that the Company will realize its assets and discharge its
liabilities in the ordinary course of business.  As at July 31, 2008,
the Company has working capital deficiency of $34,803 and has accumulated losses
of $63,927 since its commencement. Its ability to continue as a going concern is
dependent upon the ability of the Company to obtain the necessary financing to
meet its obligations and pay its liabilities arising from normal business
operations when they come due.





MINERAL
PROPERTY





Undeveloped
mineral property consists of leases on unpatented lode mining claims located in
New Mexico. Mineral exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed, the costs
incurred to develop such property, including costs to further delineate the ore
body and remove overburden to initially expose the ore body, are
capitalized.  Such costs and estimated future development costs are
amortized using a unit-of-production basis over the estimated life of the ore
body. Ongoing development expenditures to maintain production are charged to
operations as incurred.





Significant
expenditures directly related to the acquisition of exploration interests are
capitalized. If a mineable ore body is discovered, such costs are amortized
using a unit-of-production method. If no mineable ore body is discovered, such
costs are expensed in the period in which it is determined the property has no
future economic value.





IMPAIRMENT
OF LONG-LIVED ASSETS





The
Company has adopted SFAS 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets,” which requires that long-lived assets to be held be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  SFAS 144
establishes a single auditing model for long-lived assets to be disposed of by
sale. The Company has determined that no impairment is required at July 31,
2008.





INCOME
TAXES





The
Company has adopted the provisions of SFAS 109, “Accounting for Income
Taxes”.  SFAS 109 requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of events that have been
included in the financial statements or tax returns.  Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.


23


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS
 JULY 31,
2008





NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





USE OF
ESTIMATES





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





(LOSS)
PER SHARE





(Loss)
per common share is computed based on the weighted average number of common
shares outstanding during the periods. All shares issued from inception are
considered outstanding for all periods presented.





CASH
EQUIVALENTS





For
purposes of reporting cash flows, the Company considers as cash equivalents all
highly liquid investments with a maturity of three months or less at the time of
purchase. On occasion, the Company may have cash balances in excess of federally
insured amounts.





SHARE
BASED COMPENSATION





In
October 1995, SFAS 123 "Accounting for Stock-Based Compensation" was
issued.  This standard defines a fair value based method of accounting
for an employee stock option or similar equity instrument. This statement gives
entities a choice of recognizing related compensation expense to employees by
adopting the fair value method or to continue to measure compensation using the
intrinsic value approach under Accounting Principles Board (APB) Opinion No.
25.  The Company has elected to utilize APB 25 for measurement; and
will, pursuant to SFAS 123, disclose on a supplemental basis the pro forma
effects on net income and earnings per share of using the fair value measurement
criteria.





RECENT
ACCOUNTING PRONOUNCEMENTS





In
November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS
151, which revised ARB No.43, relating to inventory costs. This revision is to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs and wasted material (spoilage).  This Statement
requires that these items be recognized as a current period charge regardless of
whether they meet the criterion specified in ARB 43.  In addition,
this Statement requires the allocation of fixed production overheads to the
costs of conversion be based on normal capacity of the production facilities.
This Statement is effective for financial statements for fiscal years beginning
after June 15, 2005.  Earlier application is permitted for inventory
costs incurred during fiscal years beginning after the date of this Statement is
issued.  Management believes this Statement will have no impact on the
financial statements of the Company once adopted.





In
December 2004, the FASB issued SFAS 152, which amends SFAS. 66, Accounting for
Sales of Real Estate, to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, Accounting for Real Estate
Time-Sharing Transactions.  This Statement also amends SFAS 67,
Accounting for Costs and
Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real-estate time-sharing
transactions.  The accounting for those operations and costs is
subject to the guidance in SOP 04-2.  This Statement is effective for
financial statements for fiscal years beginning after June 15,
2005.  Management believes this Statement will have no impact on the
financial statements of the Company once adopted.


24


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS
 JULY 31,
2008





NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





RECENT
ACCOUNTING PRONOUNCEMENTS (continued)





In
December 2004, the FASB issued SFAS 153.  This Statement addresses the
measurement of exchanges of nonmonetary assets.  The guidance in APB
No. 29, Accounting for
Nonmonetary Transactions, is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged.  The guidance in that Opinion, however, included certain
exceptions to that principle.  This Statement amends APB No. 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance.  A nonmonetary exchange has
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange.  This Statement is
effective for financial statements for fiscal years beginning after June 15,
2005. Earlier application is permitted for nonmonetary asset exchanges incurred
during fiscal years beginning after the date of this Statement is
issued.  Management believes this Statement will have no impact on the
financial statements of the Company once adopted.





In
December 2004, the FASB issued a revision to SFAS 123, Accounting for Stock Based
Compensation.This Statement supersedes APB No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance.  This
Statement establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services.  It
also addresses transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity
instruments.  This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions.  This Statement does not change the accounting guidance
for share-based payment transactions with parties other than employees provided
in SFAS 123 as originally issued and EITF Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services."  This Statement does not address
the accounting for employee share ownership plans, which are subject to AICPA
Statement of Position 93-6, Employers' Accounting for Employee
Stock Ownership Plans.





A
nonpublic entity will measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of those
instruments, except in certain circumstances.





A public
entity will initially measure the cost of employee services received in exchange
for an award of liability instruments based on its current fair value; the fair
value of that award will be re-measured subsequently at each reporting date
through the settlement date.  Changes in fair value during the
requisite service period will be recognized as compensation cost over that
period.  A nonpublic entity may elect to measure its liability awards
at their intrinsic value through the date of settlement.





The
grant-date fair value of employee share options and similar instruments will be
estimated using the option-pricing models adjusted for the unique
characteristics of those instruments (unless observable market prices for the
same or similar instruments are available).





Excess
tax benefits, as defined by this Statement, will be recognized as an addition to
paid-in-capital.  Cash retained as a result of those excess tax
benefits will be presented in the statement of cash flows as financing cash
inflows.  The write-off of deferred tax assets relating to unrealized
tax benefits associated with recognized compensation cost will be recognized as
income tax expense unless there are excess tax benefits from previous awards
remaining in paid-in capital to which it can be offset.





25


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS
 JULY 31,
2008





NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





The notes
to the financial statements of both public and nonpublic entities will disclose
information to assist users of financial information to understand the nature of
share-based payment transactions and the effects of those transactions on the
financial statements.





The
effective date for public entities that do not file as small business issuers
will be as of the beginning of the first interim or annual reporting period that
begins after June 15, 2005.  For public entities that file as small
business issuers and nonpublic entities the effective date will be as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005.  Management intends to comply with this Statement
at the scheduled effective date for the relevant financial statements of the
Company.





FAIR
VALUE





The
carrying amount reported in the balance sheet for cash and accounts payable and
accrued expenses approximates fair value because of the immediate or short-term
maturity of these financial instruments.





CONCENTRATION
OF CREDIT RISK





Financial
instruments which potentially subject the Company to concentrations of credit
risk consist of cash.  The Company maintains cash at one financial
institution. The Company periodically evaluates the credit worthiness of
financial institutions, and maintains cash accounts only in large high quality
financial institutions, thereby minimizing exposure for deposits in excess of
federally insured amounts.  The Company believes that credit risk
associated with cash is remote.





COMPREHENSIVE
INCOME





There are
no adjustments necessary to net (loss) as presented in the accompanying
statements of operations to derive comprehensive income in accordance with SFAS
130, “Reporting Comprehensive Income.”





NOTE
2 - BASIS OF ACCOUNTING





The
accompanying financial statements have been prepared on the basis of accounting
principles applicable to a going concern, which contemplates the realization of
assets and extinguishment of liabilities in the normal course of business. As
shown in the accompanying balance sheet the Company has accumulated a deficit of
$63,927 through July 31, 2008, current liabilities exceeded current assets by
$34,803. As of July 31, 2008, the Company has not commenced principal
operations. These factors among others may indicate that the Company may be
unable to continue in existence. The Company's financial statements do not
include any adjustments related to the realization of the carrying value of
assets or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence. The Company's ability to
establish itself as a going concern is dependent upon its ability to obtain
additional financing, in order to commence exploration activities on its mining
property and ultimately, to achieve profitable operations. Management believes
that they can be successful in obtaining equity financing which will enable the
Company to continue in existence and establish itself as a going
concern.





26


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS
 JULY 31,
2008





NOTE
3 – UNDEVELOPED MINERAL PROPERTY





During
the year ended July 31, 2004, the Company acquired six unpatented lode mining
claims. The Company must incur annual assessment work of $100 for each claim or
pay an annual maintenance fee of $100 per claim. These claims are located in
western Luna County, New Mexico and are collectively known as the Home Ranch
Prospect.





No
exploration efforts have been conducted on the Company’s mineral property and,
accordingly, the ultimate recovery of the Company’s investment in mineral
property is dependent upon the discovery of commercially profitable ore reserves
through future exploration efforts and the subsequent development or sale of
such reserves.





NOTE
4 – OIL AND GAS PROPERTY





State
Red House #4 Project





The
Company had a 10% working interest in the Vector Exploration Corporation State
Red House #4 Project for a total buy-in cost of $833 plus dry hole costs in
Nobel County, Oklahoma. The Company’s working interest included leasehold
interest, well bores, geological expenses, brokerage costs and overhead. During
the year ended July 31, 2005, it sold its interest for $3,500 resulting in a
$330 loss on the disposition which is recognized on the statements of
operation.





NOTE
5 - COMMON STOCK





In August
2003, the Company issued 3,000,000 shares of common stock at $0.005 per share
for gross proceeds of $15,000.





During
the year ended July 31, 2005, the Company issued 3,000,000 shares of common
stock at $0.005 per share for gross proceeds of $15,000.





NOTE
6 – INCOME TAXES





At July
31, 2008, the Company had a net operating loss carryforward of approximately
$63,927 that may be offset against future taxable income through 2028. These
carryforwards are subject to review by the Internal Revenue
Service.





The
Company has fully reserved the $5,153 tax benefit of operating loss
carryforwards, by a valuation allowance of the same amount, because the
likelihood of realization of the tax benefit cannot be determined. Of the total
tax benefit, $4,436 is attributable to 2008.





Temporary
differences between the time of reporting certain items for financial and tax
reporting purposes consists primarily of exploration costs on undeveloped
mineral properties.





NOTE
7 - SEGMENT REPORTING





In June
1997, SFAS 131, “Disclosure about Segments of an Enterprise and Related
Information,” was issued. Operating segments, as defined in the pronouncement,
are components of an enterprise about which separate financial information is
available and that are evaluated regularly by the Company in deciding how to
allocate resources and in assessing performance. The financial information is
required to be reported on the basis that is used internally for evaluating
segment performance and deciding how to allocate resources to
segments.





As of
July 31, 2008, the Company had one operating segment, mineral property
exploration and development.


27


HOMELAND
RESOURCES LTD.


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS
 JULY 31,
2008





NOTE
8 – LOAN COMMITMENT





The
Company had a loan commitment from Wellington Financial Corp. (“Wellington”)
whereby Wellington had committed to loan up to $125,000 to the Company at an
interest rate of 8% per annum, for a one-year period ending July 31, 2008, for
purposes of providing the Company with working capital in connection with its
proposed exploration programs.  The Company would have issued an
unsecured note(s) to Wellington evidencing and in exchange for any funds
advanced under the commitment.  The Company’s management decided not
to utilize this loan commitment.








28


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





There
were no changes in or disagreements with accountants during the fiscal year
ended July 31, 2008.





ITEM
9A.            CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this report, our sole officer carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act).  Based on this evaluation, our sole officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this report.





Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





Changes
in Internal Controls over Financial Reporting





Our sole
officer has concluded that there were no changes in our internal control over
financial reporting that occurred during the fiscal quarter ended July 31, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is a process designed by, or under the supervision of, our chief
financial officer and implemented by our board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.





Our
evaluation of internal control over financial reporting includes an analysis
under the COSO framework, an integrated framework for the evaluation of internal
controls issued to identify the risks and control objectives related to the
evaluation of the control environment by the Committee of Sponsoring
Organizations of the Treadway Commission.





Based on
our evaluation described above, our management has concluded that our internal
control over financial reporting was effective during the fiscal year ended July
31, 2008.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation
requirements by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to
provide only management’s report on internal control over financial reporting in
this annual report.





Respectfully,


Armando
Garcia, Sole Officer





ITEM
9B.            OTHER
INFORMATION





None.





29





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Information
about our sole director and executive officer follows:





Name
            Age
            Position
      and Term of OfficeArmando
      Garcia
            56
            President,
      Secretary, Treasurer and sole
director





Our
Bylaws provide for a board of directors consisting of at least one member, with
the exact number to be specified by the board.  All directors hold
office until the next annual meeting of the stockholders following their
election and until their successors have been elected and
qualified.  The board of directors appoints
officers.  Officers hold office until the next annual meeting of our
board of directors following their appointment and until their successors have
been appointed and qualified.





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





Armando
Garcia has been our sole officer and director since August 2004.  From
1975 until 1979, Mr. Garcia worked for Draperies by Adela, a family owned
window-covering company located in Albuquerque, New Mexico, and he became the
owner of Draperies by Adela in 1979.  Mr. Garcia continues to operate
Draperies by Adela.  Mr. Garcia also has over 22 years of natural
resource experience. From 1984 until 1992, Mr. Garcia was secretary and
treasurer for MinSearch, Inc., a mineral resource company located in
Albuquerque, New Mexico, providing consulting and mineral appraisal services to
the natural resource industry and government agencies.  In 1993, he
co-founded, and has served as a director and vice president for, Consolidated
North American Resources, Inc., an oil, gas and mineral company located in Las
Vegas, Nevada.  Mr. Garcia holds a bachelor’s degree in business from
the University of New Mexico.





Section
16(a) Beneficial Ownership Reporting Compliance





We are
not subject to Section 16(a) of the Securities Exchange Act of
1934.





Code
of Ethics





We have not yet adopted a code of
ethics that applies to our executive officers, as our activities have been too
limited to warrant such adoption.





Audit
Committee





We do not have an Audit Committee at
this time.





30


ITEM
11.             EXECUTIVE
COMPENSATION





The
following table sets forth the remuneration of our sole director and officer
during the fiscal years ended July 31, 2008, 2007 and 2006:





SUMMARY
      COMPENSATION TABLEName
      and principal position
            Year
            Salary
      ($)
            Bonus
      ($)
            Stock
      Awards ($)
            Option
      Awards ($)
            Non-Equity
      Incentive Plan Compensation ($)
            Nonqualified
      Deferred Compensation Earnings ($)
            All
      Other Compensation ($)
            Total
      ($)Armando
      Garcia, President
            2008
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-2007
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-2006
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-





We have
no employment agreements with our executive officer.  We do not pay
compensation to our director for attendance at meetings.  We reimburse
the director for reasonable expenses incurred during the course of his
performance.  We do not have any compensation plans.





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





The
following table provides certain information as to our sole officer and director
and the holders of more than 5% of our common stock as of October 16,
2008.





Name and Address of
      Beneficial Owner (1)
            Amount
      and Nature of
              Beneficial Ownership
      (2)
            Percent of Class
      (2)Armando
      Garcia(3)
              3214
      Dakota NE
              Albuquerque,
      NM 87110
            1,500,000
            25.0%All
      officers and directors as a group (1 person)
            1,500,000
            25.0%







(1)
            To
      our knowledge, except as set forth in the footnotes to this table and
      subject to applicable community property laws, each person named in the
      table has sole voting and investment power with respect to the shares set
      forth opposite such person’s name.


(2)
            This
      table is based on 6,000,000 shares of common stock outstanding as of
      October 16, 2008.


(3)
            Armando
      Garcia may be deemed to be the promoter of our
  company.





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





We have
retained Mr. Halterman, a former officer of the company, to conduct our Phase I
exploration program at an estimated cost of $12,100.  We will likely
retain Mr. Halterman if we determine to proceed with our Phase II program, as
well.





As of the
date of this report, other than the transaction described above, there are no,
and have not been since inception, any material agreements or proposed
transactions, whether direct or indirect, with any of our directors or officers
or principal security holder identified in Item 12 above, or any relative or
spouse, or relative of such spouse, of the above referenced
persons.





We do not
have any independent directors.





31


ITEM
14.             PRINCIPAL
ACCOUNTING FEES AND SERVICES





The fees
billed for professional services rendered by our principal accountant are as
follows:





FISCAL
            
            AUDIT-RELATEDYEAR
            AUDIT
      FEES
            FEES
            TAX
      FEES
            ALL
      OTHER FEES2007
            $5,500
            -0-
            -0-
            -0-2008
            $6,000
            -0-
            -0-
            -0-





Pre-Approval
Policies and Procedures





Our sole
director must pre-approve any use of our independent accountants for any
non-audit services.  All services of our auditors are approved by our
sole director and are subject to review by our sole director.





PART
IV





ITEM
15.             EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





Regulation
      S-B
              Number
            Exhibit3.1
            Articles
      of Incorporation (1)3.2
            Amendment
      to Articles of Incorporation (1)3.3
            Bylaws
      (1)10.1
            Notice
      of Mining Claims HR #1-6, recorded by Luna County, New Mexico, on March
      24, 2004 (1)10.2
            Confirmation
      of Agreement with Leroy Halterman dated August 1, 2007
  (1)10.3
            Loan
      Commitment Letter from Wellington Financial Corporation dated August 1,
      2007 (1)10.4
            Notice
      of Intent to Hold the HR #1-6 Lode Mining Claims, filed with the Bureau of
      Land Management on August 15, 2007 (1)10.5
            Notice
      of Intent to Hold the HR #1-6 Lode Mining Claims recorded by Luna County,
      New Mexico, on August 17, 2007 (1)31.1
            Rule
      15d-14(a) Certification of Armando Garcia32.1
            Certification
      of Armando Garcia Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act Of
2002






(1)
            Incorporated
      by reference to the exhibits to the registrant’s registration statement on
      Form SB-1 filed November 19, 2007, file number
  333-147501.








32


SIGNATURES





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





HOMELAND
      RESOURCES LTD.Date:  October
      28, 2008
            By:
            /s/ Armando GarciaArmando
      GarciaPresident





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





Signature
            Title
            Date/s/Armando
      Garcia
            President,
      Secretary, Treasurer and Director (Principal Executive, Financial, and
      Accounting Officer)
            October
      28, 2008