UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 20-F





[   ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934OR[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended April 30, 2009OR[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____________________ to ______________________OR[   ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Date of event requiring this shell company report:


005-84005


(Commission file number)





COASTAL PACIFIC MINING CORP.


(Exact name of Registrant as specified in its charter)





N/A


(Translation of Registrant’s name into English)





Alberta, Canada


(Jurisdiction of incorporation or organization)





927 Drury Avenue NE, Calgary, Alberta T2E 0M3


(Address of principal executive offices)





J. Bucci


927 Drury Avenue NE, Calgary, Alberta T2E 0M3


Telephone: (403) 612-3001, Facsimile: (403) 313-5449


(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





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





Title of each class

None

Name of each exchange on which registered

None








Securities registered or to be registered pursuant to Section 12(g) of the Act.





Class A Common Shares(Title of Class)





Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.





None(Title of Class)





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





35,800,000 shares of Class A common stock as at April 30, 2009.





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


Yes [  ] No [X]





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


Yes [  ] No [X]





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes [X] No [  ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be sumitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).


Yes [  ] No [X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.





Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[X]





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





U.S. GAAP
[X]
International Financial Reporting Standards as issued  by the International Accounting Standards Board
[  ]
Other
[  ]





If “Other “ has been checked in response to the previous questions, indicate by check mark which financial statement item the registrant has elected to follow.





Item 17 [  ]   Item 18 [  ]





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


Yes [  ] No [X]





(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Yes [  ] No [  ]








PART IFinancial Information and Accounting Principles
3Forward-Looking Statements
3Item 1.
Identity of Directors, Senior Management and Advisors
3Item 2.
Offer Statistics and Expected Timetable
3Item 3.
Key Information
3Item 4.
Information on our Company
11Item 4A.
Unresolved Staff Comments
18Item 5.
Operating and Financial Review and Prospects
18Item 6.
Directors, Senior Management and Employees
22Item 7.
Major Stockholders and Related Party Transactions
25Item 8.
Financial Information
27Item 9.
The Offer and Listing
27Item 10.
Additional Information
28Item 11.
Quantitative and Qualitative Disclosures about Market Risk
32Item 12.
Description of Securities other than Equity Securities
32PART IIItem 13.
Defaults, Dividend Arrearages and Delinquencies
33Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
33Item 15.
Controls and Procedures
34Item 16.
[Reserved]
36Item 16A.
Audit Committee Financial Expert
36Item 16B.
Code of Ethics
36Item 16C.
Principal Accountant Fees and Services
36Item 16D.
Exemptions from the Listing Standards for Audit Committees
37Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
37PART IIIItem 17.
Financial Statements
37Item 18.
Financial Statements
37Item 19.
Exhibits
38Signatures
39


i


PART I




Financial Information and Accounting Principles




The financial statements and summaries of financial information contained in this annual report are reported in Canadian dollars unless otherwise stated.  All such financial statements have been prepared in accordance with United States generally accepted accounting principles.




The financial statements of our Company for the year ended April 30, 2009, have been audited by Child, Van Wagoner & Bradshaw, PLLC, registered public accounting firm.




Cautionary Notice Regarding Forward-Looking Statements




Except for the statements of historical fact contained herein, some information presented in this annual report constitutes forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934.  These statements relate
to future events or our future financial performance.  When used in this annual report, the words "estimate", "project", "believe", "anticipate", "intend", "expect", "predict", "may", "should", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include those discussed in the section entitled "Risk Factors".  Although we have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove
to be accurate as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, prospective investors should not place undue reliance on forward-looking statements.  The forward-looking statements in this annual report speak only as to the date hereof.  We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.




As used in this annual report, the terms "we", "us" and "our" and “Company” mean Coastal Pacific Mining Corp., unless otherwise indicated.




ITEM 1.                                IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS




Not Applicable.




ITEM 2.                                OFFER STATISTICS AND EXPECTED TIMETABLE




Not Applicable.




ITEM 3.                                KEY INFORMATION




A.
Selected Financial Data




The following tables summarize selected financial data for our Company which are stated in Canadian dollars and prepared in accordance with United States generally accepted accounting principles for the years ended April 30, 2009, 2008, and 2007.  The Company was incorporated on March 27, 2007 and therefore we are presenting only
three years of selected financial data.  The information in the table was extracted from the financial statements and related notes included in this annual report and the reports that were previously filed and should be read in conjunction with such financial statements.


3





For the Years Ended April 30
(Canadian dollars)$
2009


$
2008


$
2007Operating Revenues

Nil


Nil


NilIncome (loss) from Operations


(134,019
)


(86,195
)


(42,609
)Net Income (loss)


(140,425
)


(98,796
)


(42,609
)Net Income (loss) from Operations, per share


(0.01
)


(0.01
)


0.00





As at April 30
(Canadian dollars)$
2009


$
2008


$
2007Total Assets


3,702



167,272



95,347Total Stockholders' Equity (Deficit)


(104,430
)


35,995



(30,209
)Capital Stock


177,400



177,400



12,400Number of Shares


35,800,000



35,800,000



24,800,000





Exchange Rates





All of the transactions undertaken by the Company are reported in Canadian Dollars.  Therefore, this annual report may contain conversions of certain amounts in Canadian dollars into United States dollars based upon the exchange rate in effect at the end of the month or of the fiscal year to which the amount relates, or the exchange
rate on the date specified.  For such purposes, the exchange rate means the noon buying rate for United States dollars from the Bank of Canada.  These translations should not be construed as representations that the Canadian dollar amounts actually represent such United States dollar amounts or that Canadian dollars could be converted into United States dollars at the rate indicated or at any other rate.





These exchange rate tables illustrate the US dollar equivalent of one Canadian dollar. The nominal rate for a Canadian dollar as of July 13 was US$0.8664.





The high and low noon nominal exchange rates in Canadian (“CDN”) dollars for each month during the previous six months:





June 2009


May 2009


April 2009


March 2009


February 2009


January 2009High for period ($CDN)


0.9236



0.9123



0.8375



0.8167



0.8202



0.8458Low for period
($CDN)


0.8602



0.8423



0.7909



0.7692



0.7870



0.7849





The average noon nominal rate for each of the three years ended April 30, as the Company was incorporated in 2007, calculated by using the average of the exchange rates on the last day of each month during the corresponding period:





April 302009


2008


2007$CDN Average for period


0.8695



0.9828



0.8818




B.
Capitalization and Indebtedness




Not Applicable.




4




C.           Reasons for the Offer and Use of Proceeds




Not Applicable.




D.           Risk Factors




Our business entails a significant degree of risk, and an investment in our securities should be considered highly speculative.  An investment in our securities should only be undertaken by persons who can afford the loss of their entire investment.  The following is a general description of material risks, which may
adversely affect our business, our financial condition, including liquidity and profitability, and our results of operations, ultimately affecting the value of an investment in shares of our common stock.





RISKS RELATING TO OUR BUSINESS





1.           We have no operating history and have earned no revenues to date.





We have no operating history or revenues.  We expect to incur losses in the foreseeable future due to significant costs associated with our business development, including costs associated with our operations.  There can be no assurance that our operations will ever generate sufficient revenues to fund our continuing
operations or that we will ever generate positive cash flow from our operations.  Further, we can give no assurance that we will attain or thereafter sustain profitability in any future period.





2.           Mineral exploration is highly speculative in nature and there can be no certainty of our successful development of profitable commercial mining operations.





The exploration and the development of mineral properties involve significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate.  While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines.  Substantial
expenses may be incurred to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site.  Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs which appear to be rising; and government regulations,
including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.





Although we do not currently operate any mines, we intend to pursue the development of mining properties in the McNeil Prospect, as identified herein under an agreement entered into subsequent to our fiscal year-end.  There is no certainty that the expenditures made by us towards the exploration and evaluation of mineral deposits
will result in discoveries of commercial quantities of ore.





3.           Mining operations generally involve a high degree of risk.





Mining operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of
which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.  Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God.  Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas which may result in environmental pollution and consequent liability.





If any of these risks and hazards adversely affect our mining operations or our exploration activities, they may: (i) increase the cost of exploration to a point where it is no longer economically feasible to continue operations; (ii) require us to write down the carrying value of one or more mines or a property; (iii) cause delays or a
stoppage in the exploration of minerals; (iv) result in damage to or destruction of mineral properties or processing facilities; and (v) result in personal injury or death or legal liability.  Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows.





5


4.           We are an exploration-stage company with no operating history and our estimates of mineralization are only preliminary and based primarily on past geological mapping, silt, soil and rock sampling which may not reflect the actual deposits or the economic
viability of extraction.





Categories of inferred, indicated and measured mineral resources are recognized in order of increasing geological confidence.  However, mineral resources are not equivalent to mineral reserves and do not have demonstrated economic viability.  There can be no assurance that mineral resources in a lower category may be
converted to a higher category, or that mineral resources can be converted to mineral reserves.  Inferred mineral resources cannot be converted into mineral reserves as the ability to assess geological continuity is not sufficient to demonstrate economic viability.  Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to indicated or measured mineral resources with sufficient geological continuity to constitute
proven and probable mineral reserves as a result of continued exploration.





There is a degree of uncertainty to the estimation of mineral reserves and mineral resources and corresponding grades being mined or dedicated to future production.  The estimating of mineralization is a subjective process and the accuracy of estimates is a function of the quantity and quality of data, the accuracy of statistical
computations, and the assumptions used and judgments made in interpreting engineering and geological information.  There is significant uncertainty in any mineralization estimate, and the actual deposits encountered and the economic viability of mining a deposit may differ significantly from our estimates.  Until mineral reserves or mineral resources are actually mined and processed, the quantity of mineral and reserve grades must be considered as estimates only.  In addition, the
quantity of mineral reserves and mineral resources may vary depending on, among other things, metal prices.  Any material change in quantity or mineral reserves, mineral resources, grade of stripping ration may affect the economic viability of the properties.  In addition, there can be no assurance that recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.  Fluctuation in metals prices, results of drilling,
metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate.  The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated.  Estimates may have to be recalculated based on changes in minerals prices of further exploration activity.  This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recover
rates or resources, or of our ability to extract these mineral reserves, could have a material effect on our financial condition, results of operations and future cash flows.





5.           We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.





The natural resource market is intensely competitive, highly fragmented and subject to rapid change.  We may be unable to compete successfully with our existing competitors or with any new competitors.  We will be competing with many exploration companies which have significantly greater personnel, financial, managerial
and technical resources than we do.  This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.





6.           Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would cost a significant amount of funds and resources to rectify.  This could force us to cease our operations.





Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and craterings.  The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel.  Operations
also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages.  The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business.


6


7.           Damage to the environment could also result from our operations.  If our business is involved in one or more of these hazards, we may be subject to claims of a significant size which could force us to cease our operations.





Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies.  Failure to comply with these rules and regulations can result in substantial penalties.  Our cost of doing business may be affected by the regulatory burden
on the mineral industry.  Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.





Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations.  Although our management intends to comply with all legislation and/or actions of local, provincial, state and
federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs of which could harm our results of operations.  We cannot be sure that our proposed business operations will not violate environmental laws in the future.





Our operations and properties are subject to extensive federal, state, provincial and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health.  These laws and regulations
may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities
for pollution resulting from our proposed operations.





The exploration of mineral reserves are subject to all of the usual hazards and risks associated with mineral exploration, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages.  The exploration activities may be subject to prolonged disruptions due to the weather
conditions surrounding the location of the McNeil Prospect.  Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program.  Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded
from coverage.  We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future.  There are also risks against which we cannot, or may not elect to insure.  The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely
affecting our financial position, future earnings, and/or competitive positions.





8.           The prices of metals are highly volatile and a decrease in metal prices can have a material adverse effect on our business.





The profitability of natural resource operations are directly related to the market prices of the underlying commodities.  The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other
currencies, interest rates, and global economic and political conditions.  Price fluctuations in the metals market from the time exploration for a mine is undertaken and the time production can commence can significantly affect the profitability of a mine.  Accordingly, we may begin to develop a minerals property at a time when the price of the underlying metals make such exploration economically feasible and subsequently, incur losses because metal prices have decreased.  Adverse
fluctuations of metals market prices may force us to curtail or cease our business operations.


7


9.           Our principal stockholder and note holder, owns a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general stockholder.





Our principal stockholder and note holder owns approximately or have the right to vote 51.4% of our outstanding Common Shares.  As a result, this stockholder will have the ability to control substantially all matters submitted to our stockholders for approval including:





●           election of our board of directors;





●           removal of any of our directors;





●           amendment of our Articles of Incorporation or By-laws; and




adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.




As a result of his ownership and positions, our major shareholder and note holder is able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.  In addition, sales of significant amounts of shares held by our major shareholder and note holder,
or the prospect of these sales, could adversely affect the market price of our Common Shares.  This stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.





10.           We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend operations.





Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration.  We have not attempted to locate or negotiate with any suppliers of products, equipment or materials.  We
will attempt to locate products, equipment and materials prior to undertaking exploration programs.  If we cannot find the products, equipment and materials we need, we will have to suspend our exploration plans until we do find the products, equipment and materials we need.





11.           Because of the early stage of development and the nature of our business, our securities are considered highly speculative.





Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development.  We are engaged in the business of exploring and, if warranted and feasible, developing natural resource properties.  The McNeil Prospect is in the exploration stage only and is
without proven reserves of natural resources.  Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term.  Any profitability in the future from our business will be dependent upon locating and developing economic reserves of natural resources, which itself is subject to numerous risk factors as set forth herein.  Since we have
not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.





12.           We are an exploration stage company, and there is no assurance that a commercially viable deposit or “reserve” exists in the property in which we have claim.





We are an exploration stage company and cannot assure you that a commercially viable deposit, or “reserve,” exists in our McNeil Prospect.  Therefore, determination of the existence of a reserve will depend on appropriate and sufficient exploration work and the evaluation of legal, economic and environmental factors.  If
we fail to find a commercially viable deposit on the McNeil Prospect, our financial condition and results of operations will be materially adversely affected.


8


13.           We expect losses to continue in the future because we have no reserves and, consequently, no revenue to offset losses.





Based upon current plans and the fact that we currently do not have any reserves, we expect to incur operating losses in future periods.  This will happen because there are expenses associated with the acquisition of, and exploration of natural resource properties which do not yet have any income-producing reserves.  We
cannot guarantee that we will be successful in generating revenues in the future.  Failure to generate revenues may cause us to go out of business.  We will require additional funds to achieve our current business strategy and our inability to obtain additional financing will interfere with our ability to expand our current business operations.





14.           It is possible that there may be native or aboriginal claims to our property which could result in us incurring additional expenses to explore the McNeil Prospect.





Although we believe that we have the right to explore the McNeil Prospect, we cannot substantiate that there are not native or aboriginal claims to the McNeil Prospect.  If a native or aboriginal claim is made to this property, it could negatively affect our ability to explore this property as we would possibly have to incur significant
legal fees protecting our right to explore the property.  We may also have to pay third parties to settle such claims.  If it is determined that there is a legitimate claim to this property then we may be forced to return this property without adequate consideration.  Even if there is no legal basis for such claim, the costs involved in resolving such matter may force us to delay or curtail our exploration completely.




15.           Our Directors and Officers May Face Possible Conflicts Of Interest Through Dual Directorships Which Could Have
A Material Adverse Effect On Our Business.




Our directors currently hold directorships on other companies which are in the business of mineral exploration. It is possible that they may face a conflict of interest if they obtain information regarding an asset available for acquisition that would fall in the parameters of acquisitions being sought by these other  companies.  We
expect that if such event did occur, that the directors and officers would pass the information regarding such acquisition to both companies for consideration and withdraw from further activity regarding such asset except with the written consent of both companies.  Their failure to take appropriate actions if they were to acquire such information could have a material adverse effect on our business.





RISKS RELATING TO OUR COMMON SHARES AND THE TRADING MARKET





1.           We may, in the future, issue additional Common Shares which would reduce investors’ percent of ownership and may dilute our share value.





Our Articles of Incorporation authorize the issuance of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  The future issuance of our unlimited authorized Common Shares may result in substantial dilution in the percentage of our Common Shares held by our then
existing stockholders.  We may value any Common Shares issued in the future on an arbitrary basis.  The issuance of Common Shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the Common Shares held by our investors, and might have an adverse effect on any trading market for our Common Shares.





2.           Our Common Shares are subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.





The SEC has adopted regulations that generally define a "penny stock" to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended.  For the purposes relevant to our Company, it is any equity security that has a market price of less than $5.00
per share, subject to certain exceptions.


9




Our Common Shares are currently regarded as a “penny stock”, since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for its shares is less than $5.00 per share.  The penny stock rules require a broker-dealer to deliver
a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to
the transaction.  To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary market for the Common Shares and may severely and adversely affect the ability of broker-dealers to sell the Common Shares.




3.           There is a limited trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.
 
 We currently are quoted on the OTC Bulletin Board.  To date we have limited trading history.  If for any reason a public trading market does not develop, purchasers of the Common Shares may have difficulty selling their shares should they desire to do so.
 
 4.           Since we are a “Foreign Private Issuer” under United States Securities Laws, our stockholders may have less complete and timely data about us.
 
 We are considered a “foreign private issuer” under the Securities Act of 1933, as amended.  As an issuer incorporated in Alberta, Canada, we are exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934, as amended.  The submission of proxy and annual meeting of stockholders
information (prepared to Canadian standards) on Form 6-K and the exemption from Section 16 rules regarding sales of Common Shares by insiders may result in stockholders having less complete and timely data as compared to information that may be available about U.S. issuers.
 
 5           We have not and do not intend to pay any cash dividends on our Common Shares, and consequently our stockholders will not be able to receive a return on their shares unless they sell them.
 
 We intend to retain any future earnings to finance the development and expansion of our business.  We have not, and do not, anticipate paying any cash dividends on our Common Shares in the foreseeable future.  Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them.
 
 6.           We may, in the future, issue additional Common Shares or other securities, including our Preferred Shares, which would reduce investors’ percentage ownership and may dilute the value of our shares.
 
 Our Articles of Incorporation authorize the issuance of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  We may value any securities issued in the future on an arbitrary basis.  The issuance of additional securities for future services or acquisitions
or other corporate actions may also have the effect of diluting the value of the shares held by our investors and might have an adverse effect on the trading market for our Common Shares.
 
 Our Board of Directors may issue, without stockholder approval, Preferred Shares that have rights and preferences superior to those of Common Shares and that may delay or prevent a change of control.  After the offering, there will be no Preferred Shares outstanding.  However, our Board of Directors may set the rights
and preferences of any class of Preferred Shares in its sole discretion without the approval of the holders of Common Shares.  The rights and preferences of these Preferred Shares may be superior to those of the Common Shares.  Accordingly, the issuance of Preferred Shares may adversely affect the rights of holders of Common Shares.  The issuance of Preferred Shares also could have the effect of delaying or preventing a change of control of Coastal Pacific.
  10
  
 7.           We may be deemed to be a Passive Foreign Investment Company and, as a result, United States investors in Coastal Pacific could suffer adverse tax consequences.
 
 A passive foreign investment company, or PFIC, is a non-U.S. corporation that meets an income test and/or an asset test.  The income test is met if 75% or more of a corporation’s gross income is “passive income” (generally dividends, interest, rents, royalties, and gains from the disposition of passive assets)
in any taxable year.  The asset test is met if at least 50% of the average value of a corporation’s assets produce, or are held for the production of, passive income.  We have not determined whether or not the IRS would treat us as a PFIC for U.S. federal income tax purposes.  If we were treated as a PFIC, a U.S. holder of our Common Shares could be subject to substantially increased tax liability, possibly including an interest charge, upon the sale or other disposition of
the U.S. holder’s Common Shares or upon the receipt of “excess distributions” from us.  In the alternative, if we were treated as a PFIC, U.S. holders may enter into certain U.S. tax elections that may result in current Federal tax liability prior to any distribution or disposition of the shares, and without the assurance of any eventual distribution or successful disposition.
  ITEM 4.                                INFORMATION ON OUR COMPANY




History and Development of the Company





We are an exploration stage company incorporated under the Business Corporations Act of Alberta, Canada, on March 27, 2007, under the name “Coastal Pacific Mining Corp”.  Our registered office is located at 1530 9th Ave S.E. Calgary, Alberta,
T2G0T7and our head office and principal place of business is located at 927 Drury Avenue N.E., Calgary, Alberta, T2E 0M3.  Our telephone number is (403) 612-3001.





Our registered agent in Canada is International Securities Group Inc.





We are attempting to become a company engaged in the exploration of mineral properties.  To accomplish our objective, our strategy is to acquire exploration and development prospects.  We previously held a 100% interest in Tenure Number 530021 registered with the Government of British Columbia, Ministry of Energy, Mines
and Petroleum Resources, known as the Violet East Claim, Axe Property, Liard Mining Division, located in the Stikine region of northwestern British Columbia, Canada, approximately 118 miles (190 km) north of Stewart, British Columbia.  We originally acquired this mineral claim for a payment of $40,000 USD.  This claim was intentionally not renewed by us in 2009, due to the excessive challenges in undertaking exploration due to the terrain and short exploration season.  Subsequent
to the period covered by this annual report, we have entered into a joint venture and option agreement with Warrior Ventures Inc. to acquire an interest in the McNeil Gold Property (the “Warrior Agreement”).  A copy of the agreement is appended as an exhibit to this filing.


Under the terms of the Warrior Agreement, the Company can earn an undivided 40% interest in the McNeil Gold Property by spending two million dollars ($2,000,000) in exploration over the next 2 years and completing cash and stock payments to Warrior Ventures Incorporated, as
detailed under the joint venture/option agreement.





The McNeil Prospect consists of numerous high-grade shafts and past showings along with many new discoveries made by Warrior Ventures Inc. through their work programs in 2006 and 2007.  Work on the McNeil Prospect is scheduled to begin the summer of 2009, with the compilation of the current geological, geophysical and geochemical
data and implementation of a detailed drilling program over the known gold zones. Extensive additional geological analysis of the McNeil Prospect will be required before we can make an evaluation as to the economic feasibility of finding valuable resources on these grounds.





There is no assurance that we will be able to raise the funds required to earn our 40% interest, nor is there any assurance that if we are able to raise such funds, that the further exploration of the McNeil Prospect will result in the discovery of economically viable mineral reserves or generate any revenue.  The Company is required
to completely fulfill all terms of payment under the Warrior Agreement before earning the 40% interest, and no partial interests are earned.  Of the cash payments required, $30,000.00 is due upon the provision of the $2,000,000 into trust for the work program, and as of the date of the filing of this report, has not been paid as the $2,000,000 had not been provided.  The first of three additional cash payments of $40,000 is due in November 2009.


11


No commercially viable mineral deposit may exist on this minerals claim.  Our plan of operations is to carry out additional exploration work on this claim in order to ascertain whether it possesses deposits of precious or base metals.  We can provide no assurance to investors that this mineral claim contains a commercially
viable mineral deposit until appropriate additional exploratory work is done and an evaluation based on that work concludes further work programs are justified.  As of the date of this report, we are not in possession of sufficient data to provide reliable estimates on the poundage and quality of the potential mineral resources which may exist on the McNeil Prospect.  At the time of this report, we have no known reserves on our mineral claims.





We have limited finances and require additional funding in order to accomplish our exploration objectives.  There is no assurance that we will have revenues in the future or that we will be able to secure other funding necessary for our future growth and expansion.  There is also no assurance that our mineral exploration
activities will produce commercially viable reserves.  Our efforts to extract minerals may be unprofitable.





We may seek relationships with other mineral exploration and development companies that will allow us to exploit idle and/or undeveloped resources.





As well, the Company has an outstanding loan with a related party which is currently carried on our balance sheet and the lender has agreed to carry the loan at this time.  There can be no assurance that the loan will not be called and should that happen prior to the Company receiving adequate funding for operations, the Company
may have to declare bankruptcy or face litigation for repayment which could hamper its ability to continue with its business plan.





Business Overview





Principal Exploration Project - McNeil Prospect





Land in Ontario, Canada, is comprised of both publicly and privately held title.  Privately held title may include both surface and minerals rights on a fee-simple basis, or may be severed so that the title to the surface rights is held by one owner and the title to the mineral rights is held by a separate owner.  Publicly
held lands typically comprise title to the mineral rights of a given tract of land and are administered by the Government of Ontario, Ministry of Northern Development, Mines And Forestry (www.mndm.gov.on.ca).  These mineral rights are typically acquired by the process of claim staking, which confers the right to explore and exploit minerals to the individual or corporate staker.  Where the mineral rights are held by one entity and the surface rights by another, an agreement with the surface
rights holder, containing provisions relating to such terms as access and damage compensation, is typically secured prior to commencement of exploration activities.





We have entered into an agreement to acquire a 40% interest in a total of 20 claims, comprising 256 claim units, covering a total land area of approximately 4100 hectares.  These claims are located 65 kilometers south-east of Timmins, Ontario in the townships of McNeil and Robertson, and are collectively referred to as the McNeil
Prospect, and situation in the Larder Lake Mining Division.  The claims are all 100% held by Warrior Ventures Inc., our partner in the Warrior Agreement. The table below provides the specific details on each of the claims, as retrieved directly from Ontario Ministry online claims database.


12


LARDER LAKE Mining Division - 403015 - WARRIOR VENTURES INC.




Township/Area
Claim Number
Recording Date
Claim Due Date
Status
Percent Option
Work Required
Total Applied
Total Reserve
Claim BankMCNEIL
1204585
2003-Jul-08
2010-Feb-03
A
100 %
$ 4,000
$ 12,000
$ 1,378
$ 0MCNEIL
1219237
2003-Dec-08
2010-Jul-06
A
100 %
$ 3,200
$ 9,600
$ 1,838
$ 0MCNEIL
1219273
2003-Dec-08
2010-Jul-06
A
100 %
$ 1,200
$ 3,600
$ 0
$ 0MCNEIL
1237005
2006-Oct-02
2010-Oct-02
A
100 %
$ 6,000
$ 12,000
$ 891
$ 0MCNEIL
1237006
2007-May-23
2010-May-23
A
100 %
$ 2,800
$ 2,800
$ 0
$ 0MCNEIL
1237010
2007-May-23
2010-May-23
A
100 %
$ 6,400
$ 6,400
$ 0
$ 0MCNEIL
1237100
2007-May-23
2010-May-23
A
100 %
$ 6,400
$ 6,400
$ 0
$ 0MCNEIL
1237409
2007-May-23
2010-May-23
A
100 %
$ 6,400
$ 6,400
$ 0
$ 0MCNEIL
1248527
2003-Oct-21
2010-May-19
A
100 %
$ 4,000
$ 12,000
$ 81
$ 0MCNEIL
3010873
2003-Feb-21
2010-Sep-19
A
100 %
$ 6,000
$ 24,000
$ 3,776
$ 0MCNEIL
3010874
2003-Feb-21
2010-Sep-19
A
100 %
$ 3,200
$ 12,800
$ 2,690
$ 0MCNEIL
3012718
2003-Jul-17
2010-Feb-12
A
100 %
$ 6,400
$ 19,200
$ 26,855
$ 0MCNEIL
3012719
2003-Jul-17
2010-Feb-12
A
100 %
$ 4,800
$ 14,400
$ 1,378
$ 0MCNEIL
4211423
2006-May-03
2010-May-03
A
100 %
$ 6,400
$ 12,800
$ 0
$ 0MCNEIL
4211424
2006-May-03
2010-May-03
A
100 %
$ 6,400
$ 12,800
$ 0
$ 0MCNEIL
4214664
2007-Apr-03
2010-Apr-03
A
100 %
$ 3,200
$ 3,200
$ 2,216
$ 0MCNEIL
4214920
2007-Apr-03
2010-Apr-03
A
100 %
$ 6,400
$ 6,400
$ 1,379
$ 0ROBERTSON
1219270
2003-Dec-08
2010-Jul-06
A
100 %
$ 6,400
$ 19,200
$ 0
$ 0ROBERTSON
1219271
2003-Dec-08
2010-Jul-06
A
100 %
$ 6,400
$ 19,200
$ 0
$ 0ROBERTSON
1219272
2003-Dec-08
2010-Jul-06
A
100 %
$ 6,400
$ 19,200
$ 0
$ 0





Under the terms of the Warrior Agreement, we are required to fund a total of $2,000,000 of exploration costs over a two year period, in order to earn our 40% interest.  Additionally, cash payments totaling $150,000, starting with $30,000 upon delivery of the $2,000,000, and $40,000 due every six months from the date of signing
are required to be paid.  We are also required to issue a total of 250,000 common shares of our Company.





As per the Warrior Agreement, the initial operator undertaking and managing the exploration work is Gibson and Associates and/or its assigns (the “Operator”). Our plan of operations then is to undertake exploration work, through the Operator on the McNeil Prospect, in order to ascertain whether it possesses deposits of gold
or other base metals that are anticipated according to the historical exploration work undertaken on the property to date.





Our valuation of the McNeil Prospect and our decision to enter into the Warrior Agreement was based on publicly accessible information on the history of the various claims, and management’s analysis of that information relative to the future prospects of the property.  The McNeil property holds the potential for Gold and
Base metals deposits.  Numerous historical gold showings, new discoveries and geophysical and geochemical anomalies outlined by groundwork programs conducted by Warrior Ventures and the Ontario Geological Survey (OGS) and Geological Survey of Canada (GSC) work in the area, speak to the properties’ great potential.  To date, property development has included geophysics, geochemistry, surveying and drilling. Components of this data are as follows:


13





Base-metals





-
A large lake sediment geochemical anomaly outlined by the OGS in 2000 exists within Whitefish Lake along the Montreal River Fault Zone.


-
Coincidental air-borne conductors and magnetic anomalies outlined by the OGS in 2001 lay within Whitefish Lake on the Montreal River Fault Zone.


-
These anomalies are found 6 miles down strike along the Montreal River Fault Zone from where Golden Chalice made their 72-meter discovery of Nickel Bearing Sulfides.


-
In May 2007 Warrior Ventures acquired additional ground to the west of the previous boundaries to cover a large soil geochemical anomaly for copper and silver outlined by the OGS in 2000, known as the West Prospect.





Base Metals and Gold





-
A large circular magnetic anomaly discovered on the OGS air-borne magnetic maps was detailed with ground magnetic and gravity surveys in 2006. This area has become known as the “Bulls-eye” prospect.


-
An identified gravity anomaly approximated at 400meters below the magnetic Bulls-eye anomaly was identified in the 2006 ground survey. This type of gravity profile has been known to be indicative of a massive-sulfide source. This target at depth is to be tested with a follow up drilling program.


-
In the fall of 2008 a 500-meter drilling program in two holes was undertaken to test the Bulls-eye anomaly.


-
Each hole encountered over 200 meters of intense mineralization and alteration. Assays from the holes revealed the presence of gold and copper across these extents.


-
The Bulls-eye anomaly has been identified as a Hydrothermal Alteration Pipe containing Gold and Copper Mineralization.





Gold





-
Gold mineralization is Matachewan Camp style, associated with Syenite enrichments.





-
Historical Gold Showings within the property


o
The majority of historical showings are coincidental with large conductance low anomalies outlined from the OGS airborne survey performed in 2001.


o
The Young Davidson Mine is also located within a large conductance low anomaly in the Matachewan area also outlined by the OGS.


-
Weekley Showing


o
In the 1980’s local prospector Louis Weekley drilled 12 feet at 82 grams at the north end of Laporte Lake.


o
Gary Grabowski from the Kirkland Lake Geologists Office made a property visit in the early 1980’s and acquired a large rock sample weighing 1⁄4 of a ton with over 20 specs of visible gold in it from the Weekley prospect. Resident Geologist Gary Grabowski put the rock on display at the Sir Harry Oakes Mining Museum in Kirkland Lake.


o
Louis Weekley Drilled in a NW pattern from the camp and continuously found visible gold in the core. This trend is coincidental with a conductance low outlined by the airborne surveys performed by the OGS in 2001.


-
Weekley West Showings


o
Louis Weekley established three drill holes in 1979 on the Weekley West Prospect.


o
Two holes encountered numerous high-grade intervals of 1ft of .535oz/ton, 4ft of .6000oz/ton, 2.2ft of 1.325oz/ton, 3ft of 1.139oz/ton and 3ft of .234oz/ton.


o
The third hole encountered no gold yet assayed 125ft of anomalous silver from top to bottom, with assays ranging from 1.1oz/Ag/ton to 3.0oz/Ag/ton.


o
In 2000 the OGS outlined silver-copper anomalies within soil geochemical sampling.


-
Isadore Shaft


o
Shaft was sunk in the 1930’s to a depth of 65 feet.


o
In 1946 assays of .045oz/ton over 28ft were reported from channel sampling.


o
Channel sampling in 2006 of 15 meters returned 2m of 2.0g/ton.


o


14





-
MicMac Showing


o
Consist of a number of high-grade pits.


o
L. Jensen in 2002 working for the GSC collected samples assaying 17.6g/ton, 26.7g/ton and 3.2g/ton.


o
In 2006 grab samples collected assayed 3.5g/ton


-
Forgan Showing


o
In 1946 assays were reported of .184oz/ton (5.7g/ton) across 7 feet (2.1m)


-
8Ft Shaft


o
Reported depth is approximately 125 feet.


o
Assays from the sinking of an 8ft by 6ft shaft were reported. From 0 to 35 feet down in the shaft, .34oz/ton was reported and from 35 to 95 feet down .14oz/ton.


-
Rogers Showing


o
The Roger’s showing is a Quartz/Carbonate/Alteration zone that was stripped in 2006 for 120 meters.


o
Samples collected in 2007 assayed 4.32g/ton


o
Geologist R. Stewart worked in the area throughout the 1980’s and 1990’s and reported visible gold from the Roger’s Showing.


-
South Carbonate Zone


o
The zone is reported to have been mapped for over 600 feet and open at strike.


o
Assays reported in 1946 were .23oz/ton across 6 feet in channel sampling.


-
South Showing


o
In 1946 .39oz/ton over 22 feet was reported in channel sampling at surface.


o
One drill hole reported in 1946 assayed 145 feet of an average of .03oz/ton.


-
LN 24 Prospect


o
High-grade pits were sampled in 1984 with assays of .82oz/ton.


o
Samples collected in 2007 assayed 59.6g/ton.


o
The LN 24 Prospect is on strike with the newly discovered “Lightening Zone”


-
Pit Shaft


o
Discovered while prospecting in 2006 which yielded assays of 1.1g/ton in a fuchsite carbonate alteration.


-
Other historical showings


o
Showings found within the area, which have not been investigated, are the “Copeland Showing”, “Neeland Showing”, “Jon Mansville Showing” and the “Mystic Shaft”.





New Discoveries, 2006 Activities





-
Lightening Zone


o
A large Quartz Carbonate Alteration zone was stripped for 55 meters in length and 22 meters in width.


o
Channel sampling was performed along the surface of the zone at 5-meter separations with 1.5-meter sample lengths. Assays ranged from a few PPB”S to 2.2g/ton. Many of the assays were over 1 gram per ton.


o
The zone can be traced for over 200 meters and is open at length.


o
The LN 24 Prospect high-grade pits are found within the “Lightening Zone”.


o
Intersected 30 meters of mineralized breccias/Quartz Alteration in 2007 drilling.


o
Company Geologist discovered a large nugget of gold in the “Lightening Zone” in August of 2007.


-
Road Zone


o
Quartz-Carbonate-Alteration Zone


o
Assays of 5.9g/ton in samples


-
NQV Zone


o
Syenite Zone


o
Assays of 1.8g/ton grab samples.


15





New Discoveries, 2007 Activities





-
A large survey grid was established for soil sampling, geophysics, and Lidar.


-
Numerous soil geochemistry anomalies to be explored were outlined for gold.


-
Drilling began in May on the Lightening Zone, Isadore Zone and Weekley West areas.


-
Cat Showing


o
Quartz-carbonate-alteration zone


o
Discovered 150 meters south of the “Lightening Zone” with Parallel azimuth.


o
Exposed for 25 meters.


o
Samples collected assayed 2.4g/ton.


o
A large soil geochemistry anomaly was outlined from the 2007 grid program on strike with the Cat Showing with soil samples in excess of 300ppb.


-
Variolite Complex


o
Large Variolite complex in the southern part of the property was preliminarily examined and found to have 1.2g/ton and 1/3g/ton in mineralized samples





The additional exploration program is to be commenced upon the Company acquiring the required $2,000,000 of funds, though based on the timing of these funds being available, the extent of the exploration to be undertaken in 2009 may be affected by the then current time of year. We cannot provide assurance to investors that despite any additional
exploration work that is planned to be undertaken, that the McNeil Prospect will contain a commercially viable mineral deposit until appropriate exploratory work is done and an evaluation based on that work concludes further work programs are justified.  At this time, we definitely have no reserves on our mineral claims.





Other Exploration Projects





Rodeo Creek


Subsequent to the end of the fiscal year, on May 15, 2009, Coastal Pacific Mining Corp. entered into an Option Agreement with Trio Gold Corp., whereby the Company would earn up to a 45% interest in Trio’s wholly-owned twenty-nine claim Rodeo Creek property in Elko County, Nevada, by funding $2,000,000 towards a drilling program.  An
additional 30% interest may be earned by taking the project through the bankable feasibility phase.  Trio Gold Corp would receive 300,000 shares of the Company upon the option being exercised.  The Company had until July 15, 2009, to complete due-diligence and to provide the first $1,000,000 in funding for the drilling program. On July 15, 2009, the Company entered into an agreement with Trio to extend the Option Agreement for an additional 90 days.  A further extension may be provided
at the option of Trio.  This extension is non-exclusive, therefore if Trio is successful in raising funds from another source for the drilling program, the Company would lose its option.  Furthermore, the initial undivided interest is now 40%, not 45%, and the earned interest upon completion of a bankable feasibility study is now 70%, not 75%.  In consideration for this extension, the Company is to issue 300,000 shares of the Company, separate and apart from the 300,000 shares to
be issued if the option is exercised. All other terms of the original option agreement remain the same. As due-diligence has not been completed as of the date of this report, nor has the necessary funding yet been acquired, additional reporting will occur when and if the Company exercises this Option.





We may seek relationships with other mineral exploration companies that will allow us to exploit idle and/or undeveloped resources.





We have limited finances and require additional funding in order to fund our obligations under the Warrior Agreement, and therefore to accomplish our exploration and acquisition objectives.  There is no assurance that we will have revenues in the future or that we will be able to secure other funding necessary for our future growth
and expansion.  There is also no assurance that our mineral exploration activities will produce commercially viable reserves.  Our efforts to extract minerals may be unprofitable.


16


At present, we do not hold any interest in any exploration reserve property that is in production.  Our visibility and potential success is in our ability to successfully explore, exploit and eventually generate revenue from mineral reserves underground.  There can be no assurance that such revenues will be obtained.  The
exploration of mineral reserves generally involves a high risk over a long period of time, even with careful evaluation, experience and knowledge this long period may persist.  It is most impossible to ensure that exploration programs on the McNeil Prospect will be profitable or successful.  Should we be unable to locate any mineral reserves on the McNeil Prospect, it could result in a total loss of our business.





The exploration of mineral reserves are subject to all of the usual hazards and risks associated with mineral exploration, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages.  The exploration activities may be subject to prolonged disruptions due to the weather
conditions surrounding the location of the McNeil Prospect.  Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program.  Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded
from coverage.  We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future.  There are also risks against which we cannot or may not elect to insure.  The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely
affecting our final position, future earnings, and/or competitive positions.





The following discussion of mineral resources is based upon the required standards in Canada and does not meet the requirements of the SEC.  The mineral resources reported below are not “proven reserves” nor are they “probable reserves” as those terms are defined by the SEC.





Cautionary Note to United States Investors concerning Disclosure of Mineral Resources





This filing uses the terms “mineral resource” and “Inferred Resources.”  U.S. investors are advised that while such terms are recognized and required by Canadian regulations, the SEC does not recognize them.  “Inferred Resources” have a great amount of uncertainty as to their existence,
and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that all or any part of Inferred Resources will ever be converted into reserves.  U.S.
investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.





Regulation and Environment Matters





Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies.  Failure to comply with these rules and regulations can result in substantial penalties.  Our cost of doing business may be affected by the regulatory burden
on the mineral industry.  Although we intend to substantially comply with all applicable laws and regulations, when we begin our operations and exploration activities because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.





Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations.  Although our management intends to comply with all legislation and/or actions of local, provincial, state and
federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs of which could harm our results of operations.  We cannot be sure that our proposed business operations will not violate environmental laws in the future.


17


Our operations and properties are subject to extensive federal, state, provincial and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health.  These laws and regulations
may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities
for pollution resulting from our proposed operations.





There are no costs to us at the present time in connection with compliance with environmental laws.  However, since we do anticipate engaging in natural resource projects, these costs could occur.  Costs could extend into the millions of dollars for which we could be liable.  Any significant liability could
wipe out our assets and resources.





Competition





The natural resource market is intensely competitive in all its phases, highly fragmented and subject to rapid change.  We will encounter strong competition from many other natural resource companies, including many that possess substantial financial resources, in acquiring economically desirable producing properties and exploratory
drilling prospects, and in obtaining equipment and labor to operate and maintain the properties.  We may be unable to compete successfully with our existing competitors or with any new competitors.  We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do.  This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.





Seasonality





As the property is located in North-eastern Ontario we are subject to the seasonality of the area and may not be able to gain access to the property during the winter months and we may have difficulty undertaking exploration activities during the spring months due to ground conditions.  We will conduct our exploration programs,
weather permitting, when the ground is suitable for such activities.





Organizational Structure





We do not have any subsidiaries at this time.  All operations are undertaken by us directly, or as per the Warrior Agreement, by the designated Operator.





Property, Plant and Equipment





Presently we do not have any property, plant or equipment.  All corporate operations are undertaken from the office of our consultant in Alberta, Canada, without charge to us.





ITEM 4A.                            UNRESOLVED STAFF COMMENTS





Not Applicable.





ITEM 5.                               OPERATING AND FINANCIAL REVIEW AND PROSPECTS





Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, our directors or officers, primarily with respect to the future operating performance of Coastal Pacific and the sources of revenue we may expect to obtain and
other statements contained herein regarding matters that are not historical facts, but are “forward-looking” statements.  Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.


18


All forward-looking statements speak only as of the date on which they are made.  We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.





Unless otherwise stated, all amounts shown in this “Operating and Financial Review” section of this report are in Canadian Dollars.





Overview





As a natural resource exploration company our focus is to locate prospective properties that may host mineral reserves that could eventually be put into mining production.  With this in mind, based on the non-renewal of the Violet East Claim, we have, subsequent to the end of the reporting period, entered into an agreement, the
Warrior Agreement, with respect to a gold property in the Province of Ontario, Canada, identified as the McNeil Prospect.  We do not presently intend to use any employees, with the exception of part-time clerical and administrative assistance on an as-needed basis, together with an existing consultant on a two year contract.  Outside advisors, attorneys or consultants will only be used if they can be obtained for a minimal cost or on a deferred payment basis.  Management is confident
that it will be able to operate in this matter and continue during the next twelve (12) months.  As part of the Warrior Agreement, we are required to fund a comprehensive exploration program, which is to be executed within the two year period ending May, 2011.  Accordingly, funds will need to be raised to fulfill the terms of the Warrior Agreement.




PLAN OF OPERATIONS





As a result of the Violet East Claims not being renewed in 2009 due to the excessive challenges involved in conducting further exploration, no further amounts are to be expended on those claims.  Subsequent to end of the reported fiscal year, on May 27, 2009, the Warrior Agreement pertaining to the McNeil Prospect was executed.
We are seeking to acquire $2,000,000 to fund the exploration program under the Warrior Agreement, in addition to $30,000 required as an initial cash payment to Warrior Ventures Inc. upon delivery of the $2,000,000, and a total of $120,000 required to be provided to Warrior Ventures Inc. in $40,000 increments, in November 2009, May 2010, and November 2010.  Furthermore, the Company will require working capital for general operations and administration during the fiscal year ended April 2010, estimated
to be $200,000.  If we are successful in raising these funds, we will undertake an Exploration program as developed by the Operator under the Warrior Agreement, commencing in the summer of 2009 if funds are raised in time.





Results of Operations for Fiscal Years Ended April 30, 2009 and April 30, 2008.





From formation on March 27, 2007, we have concentrated on formative activities, entering into a now abandoned acquisition of a British Columbia mineral claim, entering into the Warrior Agreement, and actively evaluating other prospects for expanding our portfolio of agreements.





Net losses for the period ending April 30, 2009 and April 30, 2008, were $140,425 and $98,796 respectively and relate mainly to consulting and management fees for fiscal 2009 of $99,877 as compared to $70,292 for fiscal 2008.  The increase in fees was due to the Company entering into a 2 year Management Services Agreement with
Ox Financial Corp in November 2008, to provide management services to the Company for a monthly fee $10,000/per month.




We had total assets of $3,702 at April 30, 2009 and $167,272 as at April 30, 2008. This net decrease in cash position ensued primarily from a $90,000 payment towards a related party loan, together with payments towards consulting and professional fees incurred.





We had total liabilities of $108,132 at April 30, 2009 compared to total liabilities of $131,277 at April 30, 2008.   The total liabilities include a related party loan of $42,181, inclusive of principal and accrued interest, $4,914 as a working capital loan from a related party, $11,037 in accounts payable, and $50,000 in
related party accounts payable.  This is compared to Fiscal 2008 where the related party loan totaled $125,768, no comparable working capital loan from a related party, $5,509 in accounts payable, and $nil in accounts payable related party.  19


This related party liability represents a loan made by 961266 Alberta Inc., a stockholder of the Company, to us for operations, of which $90,000 was paid towards principal and accrued interest in the fiscal year. The $50,000 in related party accounts payable represent amounts accrued but unpaid to Ox Financial under a Management Services
Agreement entered into in November 2008; Ox Financial is controlled by a stockholder of the Company.





At April 30, 2009, we had negative working capital of $104,430 as compared to working capital of $35,995  at April 30, 2008.   This change in working capital was due to the utilization of cash as described previously, and an increase in accounts payable related party.  We expect to continue to incur losses
for the foreseeable future and there can be no assurance that we will achieve or maintain revenues or profitability, or establish or sustain future growth.





Revenue; Cost of Revenue





We did not earn any revenues during fiscal 2009 or fiscal 2008.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  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.





General and Administrative Expenses





General and administrative expenses were $134,019 for the fiscal year ended April 30, 2009 as compared to $86,195 for the fiscal year ended April 30, 2008.   The increase in expenses was due to primarily to an increase in management fees under the Management Services Agreement described above. We expect such expenses to increase
as our operations grow, of which there is no assurance.





Liquidity and Capital Resources





At April 30, 2009, our total assets of $3,702 ($167,272 as at April 30, 2008) were less than our current liabilities of $108,132 (131,277 as at April 30, 2008).  The decrease in current assets from fiscal 2009 over fiscal 2008 was due to the utilization of cash on hand towards reducing a loan to a related party by $90,000, and
payment towards general and administrative expenses during the course of the year.  The decrease in our liabilities from fiscal 2008 to fiscal 2009 was mainly due to a decrease in the above noted related party loan from $125,768 in fiscal 2008 to $47,095 in fiscal 2009.





Based on our current cash position of $2,415 and present operations, over the next twelve months we will require additional cash in order to satisfy our general operating requirements.  These funds are expected to be acquired through additional related party loans, or private placements.  However, there can be no assurance
that the Company will be able to raise the additional funds that may be required in this manner.  The Company is also required to raise the capital to fund its obligations under the Warrior Agreement, approximately $2,070,000 during fiscal 2010, as well as an allowance for increased costs expected to be incurred with the implementation of the agreement.  The Company is pursuing various options to raise this capital, though there is no assurance the Company will be able to raise these funds
on reasonable commercial terms, which would lead to a default being created under the agreement, possibly resulting in a termination of the agreement if a negotiated solution was not found.





The Company at this time cannot predict what the amount of funds required may be for any acquisition or merger. The Company also cannot accurately state at this time whether it will be required to purchase any plant or equipment or have any significant changes in the number of employees, as at this time these requirements would ensue from
positive outcomes of the exploration program at the McNeil Prospect.  It however does not anticipate making any such purchases or hiring any employees until such time as it has completed an acquisition or a merger, or has determined there to be a requirement to fund mine development for production purposes.





Our financial statements are reported in U.S. GAAP, however, despite the requirements, all of our business operations may be conducted in Canadian dollars and therefore our financial statements and the information in this report is presented in Canadian dollars unless otherwise stated.  We have provided a summary regarding historical
exchange rates between these currencies under Item 3 in this report.


20


Research and Development, patents and licenses, etc.





We do not undertake any research and development activities.





Trend Information





We are an exploration stage company with an objective of acquiring, exploring, and if warranted and feasible in the future, developing natural resource properties.  Our primary focus in the natural resource sector is gold.





Our Board of Directors, Advisory Board, and Management collectively have extensive experience in the natural resource sector.    However, to take a resource property that hosts a viable ore deposit into mining production, takes a considerable amount of time and money, and the subsequent return on investment for our stockholders
would likely be very long-term indeed.  We would therefore consider, if beneficial to do so and viable under then existing agreements, selling any ore bodies that may be proven to be of merit to a major mining company.  Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies.  Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies
to provide them with future deposits for them to mine.  By selling a deposit found by us and/or our partners to these major mining companies, it would provide an immediate return to our stockholders without the long time frame and cost of putting a mine into operation ourselves, and would also provide future capital for us to continue operations.





The search for valuable natural resources as a business is extremely risky.  We can provide investors with no assurance that the McNeil Prospect in Ontario, Canada, contains commercially exploitable reserves.  Exploration for natural reserves is a speculative venture involving substantial risk.  Few properties
that are explored are ultimately developed into producing commercially feasible reserves.  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 and any money spent on exploration would be lost.





Fluctuations in Operating Results





Our annual operating results are likely to fluctuate significantly in the future as a result of numerous factors, including, among others:





·
The availability of adequate financing;


·
Our ability to develop an organization infrastructure and effective management systems;


·
The success of our exploration and development programs;


·
The adoption of new disclosure and/or corporate governance requirements associated with the maintenance of our status as a publicly reporting issuer;


·
Potential lawsuits involving our exploration activities or other matters; and


·
Fluctuations in commodity prices.





Impact of Inflation





We do not believe that inflation has had a material effect on our business at this time.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements as of the date of this Report.


21


Contractual Obligations





As at the date of this annual report, we are party to a Loan Agreement dated April 27th, 2007, between 961266 Alberta Inc.,  a stockholder of the Company, as Lender, and Coastal Pacific Mining Corp., as Debtor, wherein the Lender provided us with $125,000
(the “Principal Sum”) on the terms and conditions that we repay the Principal Sum, together with interest thereon or on so much as from time to time remains unpaid, at the rate of 10% per annum (the “Interest Rate”), calculated as well after as before maturity, default or judgment, until the principal sum and interest is paid.  An amount of $12,400 dollars of the debt was repaid by way of direction from the lender to apply against certain share subscriptions, together with additional
payments made in fiscal 2009.  The principal amount of the loan is $40,676 plus accrued interest of $1,505 bringing the total amount outstanding at April 30, 2009 to $42,181.  The parties to the agreement verbally agreed to extend repayment of the remaining principal and accrued interest until such time as the Company has additional funds available.   Interest will continue to accrue at the contracted rate, and the Lender has not surrendered any rights under the original loan
agreement by virtue of extending the repayment.





On November 1, 2008 the Company entered into a management service agreement with Ox Financial Corp. (the “OX Agreement”) for $10,000 monthly.   Ox Financial Corp. is a company controlled by a stockholder of the Company.  The term of this Agreement is for a period of two (2) years from November 1, 2008.





Subsequent to the period covered by this annual report the Company entered into a commitment as described above with Warrior Ventures Inc. whereby the Company is required to fund a total of $2,000,000 of exploration costs over a two year period, in order to earn our 40% interest.  Additionally, cash payments totaling $150,000,
starting with $30,000 upon delivery of the $2,000,000, and $40,000 due every six months from the date of signing are required to be paid, together with the issuance of 250,000 common shares of our Company.    We have not included this contractual obligation in the table below as it was entered into subsequent to the period covered by this annual report.





Coastal Pacific Mining Corp.
As At April 30, 2009DISCLOSURE OF CONTRACTUAL OBLIGATIONSPayments due by periodCONTRACTUAL OBLIGATIONS

Total
$


Less than
one year
$


1-3 years
$


3-5 years
$


More than
5 years
$Short-term Debt – related party (1)


42,181



42,181



0



0



0Management Service Contract – related party


180,000



120,000



60,000



0



0Total


222,181



162,181



60,000



0



0


(1)  Balance as at April 30, 2009, with interest accruing at a rate of 10% per annum until principal and accrued interest paid in full




ITEM 6.                               DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES




Directors and Senior Management





The Executive Officers and Directors of Coastal Pacific and their ages are as follows:





Name

Age

Position
Date ElectedJohn Kenney Berscht
Box 12 – Site 25 – RR1
Sundry, Alberta  T0M 1X0


70

President & CEO, acting CFO, Director
April 21, 2009Dr. Earl Abbott
8600 Technology Way, Suite 118
Reno, Nevada, 89521


67

Director
April 21, 2009


22


The following are brief biographies of our directors and officers:





John Kenney Berscht – President & CEO, acting CFO, Director





Mr. John K. Berscht, Hon. BA (Business) has an extensive international career in investment banking and finance.  He is also qualified as an Independent Financial Advisor in England and the IDA of Canada. Mr. Berscht has worked worldwide where his clients ranged from local investors to major international institutional
investors and has specialized in bringing Asian investors to North American equity markets, including the raising capital for various oil and gas companies as well as mining companies.





He has been both a Director and Senior Officer of numerous publically traded technology and resource companies, including an appointment as a Director of Blugrass Energy in July 2009. Mr. Berscht received an Honors Degree in Business Administration from the University of Western Ontario. He holds Series 7 and 63 licenses with the NASD and
is a qualified commodities dealer and registered representative in Canada. He is qualified as a Series 24 General Principal on the New York Stock Exchange. Mr. Berscht also is a Member of the Society of Mining and Metallurgical Engineers.





Dr. Earl Abbott – Director





Dr. Earl Abbott received his Ph.D. in Geology at Rice University where he studied the tectonics of the western U.S., Dr. Abbott has spent 34 years exploring for mineral deposits, 26 of them for gold in Nevada.





His management of an exploration program in Nevada in 1981 resulted in the acquisition of three gold ore bodies that were subsequently mined profitably.





Over his career Dr. Abbott has consulted to the mining industry and has been an officer and director of several junior mining companies. He combines strong management skills with a creative vision that enables the Company to apply sound scientific principles in unique ways to the search for significant gold deposits.





In February of 2008, Dr. Abbott was appointed as a director of USA Uranium Corp. and its director of mining operations.  In May, 2007, Dr. Abbott was appointed as a director of Desert Gold Ventures Inc. From March, 2004, to present, Dr. Abbott has been the President, Chief Executive Officer and Director of Tornado Gold International
Corporation.  Dr. Abbott resigned as the Chief Financial Officer of Tornado Gold in March, 2006.  From 2003, to December 1, 2006, Dr. Abbott was the President of Big Bar Gold Corp., a company reporting on a Canadian exchange, and he continues to serve as a director.  From 2005, to December 1, 2006, Dr. Abbott served as president of AAA Minerals, which later became AAA Energy, a company reporting on a U.S. exchange, and he continues to serve as a director.  From 1999, to
present, Dr. Abbott has served as the president of King Midas Resources Ltd., a private Canadian company he founded, which has acquired U.S. and Mexican gold properties.  From 1982, to the present, Dr. Abbott has been self-employed as a geological consultant, in which he manages metallic and industrial mineral projects and exploration programs.





Dr. Abbott is active in his profession, having served as an executive of numerous professional mining associations. As a result, he has an extensive network of leadership contacts.





He is Certified Professional Geologist by the American Institute of Professional Geologists (AIPG) as well as the past President of the Nevada Chapter. He is also a member and past President of the Geological Society of Nevada (GSN), a member and past President of the Nevada Petroleum Society (NPS), a member and past President of the Denver
Region Exploration Geologists Society (DREGS), a member of the Society of Economic Geologists (SEG), a member of the Society for Mining, Metallurgy, and Exploration (SME), a member of the Geological Society of America (GSA), a member of the Northwest Mining Association (NWMA), a member of the British Columbia & Yukon Chamber of Mines, and a member of the Prospectors and Developer Association of Canada (PDAC).





Dr. Abbott is a Qualified Person under the rules of National Instrument 43-101.


23


There are no family relationships among our officers, directors, or persons nominated for such positions.





The Company has formed an advisory board and details the information on those members below:





David L. Gibson, Advisory Board Member





David Gibson studied engineering at the University of Windsor with a minor in geology and geophysics, and was a graduate of Georgian College in Business Administration Marketing. Founding member of Diatreme Explorations in 1998, which was rolled into Mantis Minerals Corporation (MINE. CNQ) in 2007. Formed Gibson and Associates Services
Company in 1989 to service the Mining, Oil and Gas and Environmental industries.





David Gibson began in the mining industry in 1982 working in the northern mining districts of Ontario and Quebec performing geophysical and geochemical surveys for junior and major mining companies. In 1989 founded Gibson and Associates, a highly successful business to date, to provide exploration services, today including geomatics, geophysics
and geochemistry to the Environmental, Mining and Oil and Gas industries. Mr. Gibson has worked in collaboration with the Ontario Geological Survey and the Geological Survey of Canada investigating the circular vegetative phenomenon found in the James Bay Lowlands of Ontario and was published for his efforts and involvement. Throughout his career he has performed contract field services for such junior companies as Actuate Resources, Temex Resources, and Avalon Ventures. Major mining companies contracted to over
the years have included Noranda, Inco, Cameco, and Goldcorp. Provided advanced exploration technical consulting services of geomatics, geophysics, geochemistry and geotechnical design, implementation, and management for such programs for Gold projects Diamonds, Base metals and Platinum Group Elements.





Mr. Gibson brings over 25 years of mineral exploration experience and mining acumen with strong business and management skills.





Gary Campbell, Advisory Board Member





Mr. Campbell operates Unified Financial Inc., a US consulting company that provides guidance and expertise in structuring, financing, growth, implementing strategies, compliance and acquisitions. Unified brings over 200 years of combined public company experience and will provide company management with options necessary to maximize shareholder
value.





Involvement in Certain Legal Proceedings





We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, officer, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities
or banking industries, or a finding of securities or commodities law violations.





B.  Compensation





None of our officers or directors have received or earned any compensation or bonus for services rendered for the fiscal year 2009.




We did not maintain key-man life insurance for any of our executive officers or directors, nor did we have any long-term compensation plans, stock option plans or profit sharing plans during fiscal 2009.





No arrangements are presently in place regarding compensation to directors for their services as directors or for committee participation or special assignments.





C.  Board Practices





The directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected.  Executive officers serve at the discretion of the Board of Directors.


24


There are no service contracts with any officers or directors.





The Board of Directors has not yet formed any committees, including an audit committee.





D.  Employees





As of the date of this annual report, the Company has no direct employees, nor has it had any since inception.  All of our operations are carried out by our President/CEO/acting CFO and Director, Ken Berscht, on a part-time basis, together with OX Financial, through their management services contract.  Mr. Berscht has
allocated up to 8 hours per week on our business and plans to allocate time to our requirements as he sees fit, in his sole discretion.  There has been no salary or compensation paid, earned, or accrued to any of the officers and directors and there are no plans to pay, earn, or accrue any compensation until such time as we have sufficient capital and/or revenues to do so, of which there is no assurance.  Exploration work as part of the McNeil Prospect will be carried out by the designated
Operator.  We have hired outside accounting and consulting for all accounting and required regulatory filings and these consultants are compensated on an hourly basis for their work.  There is no compensation accrual or back pay allowance for Mr. Berscht.The Company has a management services contract with Ox Financial and accrues monthly fees of $10,000 per
month against the contract.  Payments on this contract are made to Ox Financial as funds become available.





E. Share Ownership





Below is the Share Ownership of our Officers and Directors.


Beneficial Owner

Shares


Percent of total issued (1)John Kenney Berscht


-0-



0
%Earl Abbott


-0-



0
%All Executive Officers and Directors as a Group (2 persons)


-0-



0
%


(1)  Based on 35,800,000 Common Shares issued and outstanding on June 26, 2009.





On June 10, 2009, the Board of Directors, approved the Company’s 2009 stock option plan, which contemplates the issuance of up to 5,000,000 shares of the Company’s common stock in the form of stock options to the Company’s directors, officers, employees and/or consultants, with the option prices, vesting and other terms
to be determined upon grant by the administrator(s) thereof.  As of the filing of this report, there have been no issuances under this plan.





ITEM 7.                                MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS





A.
Major Stockholders





The following table sets forth certain information, as of June 26, 2009, concerning the ownership of our Common Shares by each person who, to the best of our knowledge, beneficially owned on that date more than 5% of our outstanding Common Shares.





Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  In accordance with SEC rules, shares of Common Shares issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60
days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant.  Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of Common Shares owned by such person.


25





Beneficial Owner

Shares


Percent of total issued (1)1252355 Alberta Ltd


2,400,000



6.7
%961266 Alberta Inc.


18,400,000



51.4
%Milic Vlahovic


2,400,000



6.7
%


(1)  Based on 35,800,000 shares issued and outstanding on June 26, 2009.





In fiscal year 2008, a then officer and director of the Company, Larry Taylor was the beneficial owner of 3,200,000 shares, then comprising approximately 17.9% of the then issued and outstanding shares. As at April 30, 2009, Mr. Taylor held a total of 1,600,000 shares comprising approximately 4.5% of the Company’s total issued and
outstanding shares.   As of the filing of this report Mr. Taylor has sold his remaining shares and they are currently in for transfer.    Mr. Stevens, who was also a director and officer of the Company, had previously held a total of 3,200,000 Common Shares which he acquired pursuant to a loan agreement with our major stockholder.    The major stockholder currently holds those shares due to a default under the loan agreement due on July 31, 2008 which was
noticed and effected on August 7, 2008.  Both Mr. Taylor and Mr. Stevens did not stand for re-election at the Company’s annual general meeting, held on April 21, 2009, as Mr. Taylor, due to health reasons, and Mr. Stevens, due to prior commitments, were not in a position to undertake duties as directors of the Company.





Our major stockholders do not have voting rights that differ from the other holders of shares of our Common Shares.





We are not aware of any arrangements that would result in a change in control of our Company at a subsequent date.





B.           Related Party Transactions





(i)
Loan agreement





On March 27, 2007, the Company entered into a loan agreement with 961266 Alberta Inc. (the “Lender”), a stockholder of the Company, for $125,000.  The term of the loan was for 24 months, with interest to accrue over the term of the loan at a rate of 10% per annum, payable in full on March 27, 2009.  Subsequent
to April 30, 2007, the Company received instructions from the Lender to convert a total of $12,400 in loan proceeds to share subscriptions for a total of 12,400,000 shares of the Company’s common stock at $0.001 per share.  During the fiscal year ended April 30, 2009, the company repaid an amount of $90,000 to reduce the principal amount and the accrued interest. Loan payable to related party as of April 30, 2009 totaled $42,181 (2008 - $125,768) including unpaid accrued interest of $1,505 (2008
- $12,613).  The parties to the agreement verbally agreed to extend repayment of the remaining principal and accrued interest until such time as the Company has additional funds available.  Interest will continue to accrue at the contracted rate, and the Lender has not surrendered any rights under the original loan agreement by virtue of extending the repayment.





(ii)
Loan agreement





As at April 30, 2009, a loan remained outstanding from OX Financial Corp., a company controlled by a stockholder of the Company, in the amount of $4,914, which amount is unsecured and non-interest bearing with no specific terms of repayment.  The proceeds from this loan provided working capital for the Company.




(iii)
Management service agreement





On November 1, 2008 the Company entered into a management service agreement for $10,000 monthly with OX Financial Corp. (the “Ox Agreement”).  Ox Financial Corp. is a company controlled by a stockholder of the Company.  The term of this Agreement is for a period of two (2) years from November 1, 2008.  During
the fiscal year ended April 30, 2009, the Company incurred $60,000 in management fees under the OX Agreement. Accounts payable to related party as of April 30, 2009 amounted to $50,000, owed to OX Financial Corp.


26




C.           Interests of Experts and Counsel





Not Applicable.





ITEM 8.                                FINANCIAL INFORMATION





A.
Financial Statements, and Other Financial Information





The required audited financial statements for the fiscal years ended April 30, 2009 and 2008 are provided at the end of this annual report starting on Page F-1.





B.           Significant Changes





Other than as disclosed herein, no significant change has occurred in our financial statements since the fiscal year ended April 30, 2009.





ITEM 9.                                THE OFFER AND LISTING




A.
Offer and Listing Details




Our common stock is quoted for trading on the OTC Bulletin Board under the symbol "CPMCF".  Our common stock was approved for quotation on October 7, 2008, therefore no trade prior to that date.  We have no other classes of stock quoted on any markets.





Following are the annual high and low market prices for our common stock presented for the prior fiscal year.  There was no trading in our common stock in the four prior fiscal years.





Period
High
$
Low
$Fiscal Year  2008 (May 07 – Apr 08)
n/a
n/aFiscal Year 2009 (May 08 – Apr 09)





Following are the high and low market prices for our common stock presented for each full financial quarter for the two most recent fiscal years and subsequent periods, commencing for the quarter ended October 2008, which was the quarter during which the first trade in our common stock took place.





Period

High
$


Low
$May 2007 to July 2007


n/a



n/aAugust 2007 to October 2007


n/a



n/aNovember 2007 to January 2008


n/a



n/aFebruary 2008 to April 2008


n/a



n/aMay 2008 to July 2008


n/a



n/aAugust 2008 to October 2008

No trades


No tradesNovember 2008 to January 2009


0.85



.01February 2009 to March 30, 2009


0.85



.03Mar 31, 2009 to April, 2009
(after a 2 for 1 split)


0.40



0.20


27





Following are the high and low market prices for each of the most recent full six months.





Month

High
$


Low
$January 2009


0.85



0.85February 2009


0.85



0.10March 2 – March 30 2009


0.10



0.03March 31, 2009
(after a 2 for 1 split)

Closing Bid: 0.20April 2009


0.40



0.20May 2009


0.35



0.25June 2009


0.42



0.20




B.
Plan of Distribution




Not applicable.




C.
Markets




Our common stock is quoted for trading on the OTC Bulletin Board under the symbol "CPMCF".  Our common stock was approved for quotation on October 7, 2008.  We have no other classes of stock quoted on any markets.




D.
Selling Stockholders




Not applicable.




E.
Dilution




Not applicable.




F.
Expenses of the Issue




Not applicable.




ITEM 10.                             ADDITIONAL INFORMATION




A.
Share Capital




Not applicable.




B.
Memorandum and Articles of Association




Incorporated by reference to disclosure provided in our Form F-1 filed with the Securities and Exchange Commission on August 27, 2007.




C.
Material Contracts




There are no other material contracts that have not been otherwise disclosed in this annual report.




D.
Exchange Controls




As of the date hereof, there are no governmental laws, decrees or regulations in Canada on the export or import of capital, or which impose foreign exchange controls or affect the remittance of interest, dividends or other payments to non-resident holders of our common stock.  However, dividends paid to U.S. residents, are subject
to a 15% withholding tax or a 5% withholding tax for dividends if the stockholder is a corporation owning at least 10% of the outstanding voting shares of our company pursuant to Article X of the reciprocal tax treaty between Canada and the U.S. (see Item 10E "Taxation" below).




28




Except as provided in the Investment Canada Act, which has provisions that restrict the holding of voting shares by non-Canadians, there are no limitations specific to the rights of non-Canadians to hold or vote our common shares under the laws of Canada or Alberta, or in our charter documents.  The following summarizes the principal
features of the Investment Canada Act for non-Canadian residents proposing to acquire our common shares.




This summary is of a general nature only and is not intended to be, and should not be construed to be, legal advice to any holder or prospective holder of our common shares, and no opinion or representation to any holder or prospective holder of our common shares is hereby made.  Accordingly, holders and prospective
holders of our common shares should consult with their own legal advisors with respect to the consequences of purchasing and owning our common shares.




The Investment Canada Act governs the acquisition of Canadian businesses by non-Canadians.  Under the Investment Canada Act, non-Canadian persons or entities acquiring "control" (as defined in the Investment Canada Act) of a corporation carrying on business in Canada are required to either notify, or file an application for review
with, Industry Canada.  Industry Canada may review any transaction which results in the direct or indirect acquisition of control of a Canadian business, where the gross value of corporate assets exceeds certain threshold levels (which are higher for investors from members of the World Trade Organization, including United States residents, or World Trade Organization member-controlled companies) or where the activity of the business is related to Canada’s cultural heritage or national identity.  No
change of voting control will be deemed to have occurred, for purposes of the Investment Canada Act, if less than one-third of the voting control of a Canadian corporation is acquired by an investor.




If an investment is reviewable under the Investment Canada Act, an application for review in the form prescribed is normally required to be filed with Industry Canada prior to the investment taking place, and the investment may not be implemented until the review has been completed and the Minister responsible for the Investment Canada
Act is satisfied that the investment is likely to be of net benefit to Canada.  If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian applicant must not implement the investment, or if the investment has been implemented, may be required to divest itself of control of the Canadian business that is the subject of the investment.




Certain transactions relating to our common stock would be exempt from the Investment Canada Act, including:




(a)
the acquisition of our common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;




(b)
the acquisition of control of our company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and




(c)
the acquisition of control of our company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of our company, through ownership of our common stock, remains unchanged.




E.
Taxation




Material Canadian Federal Income Tax Consequences




We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common stock who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act(Canada)
and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common stock in the capital of our company in connection with carrying on a business in Canada (a "non-resident holder").




This summary is based upon the current provisions of the Income Tax Act, the regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada- United States Tax Convention (1980), as amended (the "Treaty").  This summary also takes into
account the amendments to the Income Tax Act and the Regulations publicly announced by the




29




Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that all such Tax Proposals will be enacted in their present form.  However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all.  This summary is not exhaustive of all possible Canadian
federal income tax consequences applicable to a holder of our common stock and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.




This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common stock, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common
stock is made.  Accordingly, holders and prospective holders of our common stock should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common stock in their particular circumstances.




Dividends




Dividends paid on our common stock to a non-resident holder will be subject under the Income Tax Act to withholding tax which tax is deducted at source by our company.  The withholding tax rate for dividends prescribed by the Income Tax Act is 25% but this rate may be reduced under the provisions of an applicable tax treaty. Under
the Treaty, the withholding tax rate is reduced to 15% on dividends paid by our company to residents of the United States and is further reduced to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting stock of our company.




The Treaty provides that the Income Tax Act standard 25% withholding tax rate is reduced to 15% on dividends paid on stock of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation
resident in the United States that owns at least 10% of the voting stock of the corporation paying the dividend.




Capital Gains




A non-resident holder is not subject to tax under the Income Tax Act in respect of a capital gain realized upon the disposition of a common share of our company unless such share is "taxable Canadian property" (as defined in the Income Tax Act) of the non-resident holder.  Our common stock generally will not be taxable Canadian
property of a non-resident holder unless the non-resident holder alone or together with non-arm’s length persons owned, or had an interest in an option in respect of, not less than 25% of the issued stock of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of the stock.  In the case of a non-resident holder resident in the United States for whom stock of our company is taxable Canadian property, no Canadian taxes will generally be payable
on a capital gain realized on such stock by reason of the Treaty unless the value of such stock is derived principally from real property situated in Canada.




Material United States Federal Income Tax Consequences




The following is a general discussion of certain possible United States Federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common stock who holds such stock as capital assets.  This discussion does not address all aspects of United States Federal income tax matters
and does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder.  In addition, this discussion does not cover any state, local or foreign tax consequences.  See "Certain Canadian Federal Income Tax Consequences" above.




The following discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time.  In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.




30




The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common stock, and no opinion or representation with respect to the United States Federal income tax consequences to any such holder
or prospective holder is made.  Accordingly, holders and prospective holders of common shares are urged to consult their own tax advisors with respect to Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.




U.S. Holders




As used herein, a "U.S. Holder" includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for United States tax purposes and any
other person or entity whose ownership of our common stock is effectively connected with the conduct of a trade or business in the United States.  A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our
common stock is not effectively connected with the conduct of a trade or business in the United States and stockholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.




Distributions




The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for United States federal income tax purpose to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.  Distributions which are
taxable dividends and which meet certain requirements will be "unqualified dividend income" and taxed to U.S. Holders at a maximum United States federal rate of 15%.  Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent the U.S. Holder’s tax basis in the common stock and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such stock.




Capital Gains




In general, upon a sale, exchange or other disposition of common stock, a U.S. Holder will generally recognize a capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amounts realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such stock.  Such
gain or loss will be a United States source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the stock exceeds one year.  If the U.S. Holder is an individual, any capital gain will generally be subject to United States federal income tax at preferential rates if specified minimum holding periods are met.  The deductibility of capital losses is subject to significant limitations.




Foreign Tax Credit


A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common stock may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because
a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year.  There are significant and complex limitations which apply to the tax credit, among which is an ownership period requirement and the general limitation that the credit cannot exceed
the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income.  In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources.  Complex rules govern this classification process.




31


There are further limitations on the foreign tax credit for certain types of income such as "passive income", "high withholding tax interest", "financial services income", "shipping income", and certain other classifications of income.  The availability of the foreign tax credit
and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common stock should consult their own tax advisors regarding their individual circumstances.





Passive Foreign Investment Corporation





We do not believe that we are a passive foreign investment corporation (a "PFIC") because we have realized no income, domestic or foreign.  However, since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets and stock from time to time, there is no assurance that we
will not be considered a PFIC for any taxable year.  If we were treated as a PFIC for any taxable year during which a U.S. Holder held stock, certain adverse tax consequences could apply to the U.S. Holder.





If we are treated as a PFIC for any taxable year, gains recognized by such U.S. Holder on a sale or other disposition of stock would be allocated ratably over the U.S. Holder’s holding period for the stock.  The amount allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would
be taxed as ordinary income.  The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable, and an interest charge would be imposed on the amount allocated to such taxable year.  Further, any distribution in respect of stock in excess of 125% of the average of the annual distributions on stock received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever
is shorter, would be subject to taxation as described above.  Certain elections may be available to U.S. Holders that may mitigate some of the adverse consequences resulting from PFIC status.  However, regardless of whether such elections are made, dividends paid by a PFIC will not be "qualified dividend income" and will generally be taxed at the higher rates applicable to other items of ordinary income.





We will establish an office for the Company in the U.S. and engage in a U.S. trade or business for U.S. tax purposes.  Therefore, future foreign source income should not result in the Company being classified as a PFIC.





U.S. Holders and prospective holders should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of our common stock.





F.
Dividends and Paying Agents





Not applicable.





G.
Statements by Experts





Not applicable.





H.
Documents on Display





Documents and agreements concerning our Company may be viewed by appointment during regular business hours at 1530 9th Ave S.E., Calgary, Alberta.





I.           Subsidiary Information





Not Applicable





ITEM 11.                             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM 12.                             DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES





Not applicable.




32





PART II





ITEM 13.                             DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES





Not applicable.





ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS





There have been no material modifications to the rights of security holders.





Use of Proceeds


On January 7, 2008 our Registration Statement on Form F-1 under Commission file number 333-145707 was declared effective, enabling us to offer up to 5,500,000 shares of common stock of our company at a price of $0.03 per share.  On March 18, 2008 we accepted subscriptions for the entire offering from 18 investors, raising a total
of $165,000.  No commissions were paid on any of the above issuance.  As of April 30, 2009, there are 35,800,000 issued and outstanding shares of common stock of which no shares are held by our officers and directors.





Following is the use of proceeds for actual expenses incurred for our account from January 7, 2008 to April 30, 2009 in connection with the issuance and distribution of the securities:





Expense

Amount of direct or indirect payments to directors, officers, general partners, 10% stockholders or affiliates of the Issuer
$


Amount of direct or indirect payments to others
$Transfer agent


-



670Office and administration, including accounting


-



3,466Total Expenses:


-



4,136





Net proceeds of the offering after payment of the above costs were $160,864.





Following is a table detailing the use of net offering proceeds to April 30, 2009 from the offering of the securities.




Expenses

Amount of directorindirect payments to directors, officers, general partners, 10% stockholders or affiliates of the Issuer
$


Amount of direct or indirect payments to others
$Exploration activities


31,000



1,946General working capital


10,000



12,554Legal and accounting


-



15,364Repayment of Loan


90,000



-Total Expenses


131,000



29,864





The original use of proceeds from the offering was as described in the F-1 offering document incorporated for reference herein and as described in the annual report.    Our F-1 detailed the use of proceeds as listed below.  The Company had determined not to expend additional funds on its Violet East Claims
after the expenditure of $31,000 and the remaining funds to be allocated to exploration activities were instead paid against the outstanding shareholder loan in the amount of $69,000, with the remaining amount of approx $21,000 paid against the loan from general working capital.


33





The following table indicates our intended use of proceeds from funds raised under the offering.  Above you will find the actual use of proceeds from the funds raised under the offering.





Proceeds from Sale of Common Shares
$165,000Expenses
Exploration  activities
Legal and Accounting
General Working Capital
Total
$100,000
$15,000
$50,000
$165,000





ITEM 15.                             CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of April 30, 2009, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.





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





Management’s Annual Report On Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our internal control over financial reporting is designed 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.





All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In
addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2009.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based
on its assessment, management concluded that, as of April 30, 2009, the Company’s internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.


34




As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency
or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.  In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of April 30, 2009:





1.           Lack of an independent audit committee or audit committee financial expert. We only have one member of the Board who is an independent director and we do not have an audit committee.  These factors may be counter to corporate governance practices as defined by
the various stock exchanges and may lead to less supervision over management;





2.           Inadequate staffing and supervision within our bookkeeping operations.  We have one consultant involved in bookkeeping functions, who provides two staff members.  The relatively small number of people who are responsible for bookkeeping functions and
the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures
as filed with the SEC;





3.           Outsourcing of the accounting operations of our Company.   Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within
the firm and are not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the firm;





4.           Insufficient installation of information technology to assist in our accounting functions.  Because of a lack of working capital and personnel, we do not have any information technology software and hardware to assist in providing effective controls;





5.           Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;





6.           Ineffective controls over period end financial disclosure and reporting processes.





Changes in Internal Control over Financial Reporting





As of April 30, 2009, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that during the year ended April 30, 2009 and to date, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal
controls over financial reporting.  However, management believes these weaknesses did not have an effect on our financial results.  During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.





Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.   We will implement further controls as circumstances,
cash flow, and working capital permit.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 20-F for the fiscal year ended April 30, 2009, fairly presents our financial position, results of operations and cash flows for the years covered thereby in all material respects.


35





Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size.   Management believes these weaknesses did not have an effect on our financial results.





We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee who will undertake the oversight in the establishment and monitoring of required internal
controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements as necessary and as funds allow.





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 by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s report in this annual report.





There were no changes in our internal control over financial reporting during the year ended fiscal April 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 16.                              [RESERVED]





ITEM 16A.                          AUDIT COMMITTEE FINANCIAL EXPERT





We presently do not have an audit committee and accordingly, we do not have an audit committee member who qualifies as an "audit committee financial expert" or who is "independent" as that is defined by Rule 4200(a)(15) of the NASDAQ Market Place Rules.  Our board of directors performs the same functions as an audit committee.  Since
there are insufficient independent members of the board, it is not feasible at this time to have an audit committee.





ITEM 16B.                          CODE OF ETHICS





We have not adopted a written code of ethics.  We have not seen any need to adopt a written code of ethics on the basis that our corporate culture effectively deters wrongdoing and promotes honest and ethical conduct, full, fair and accurate, timely, and understandable disclosure in reports and documents, the compliance with applicable
governmental laws, rules and regulations,  and prompt internal reporting.





ITEM 16C.                          PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our independent auditors for the fiscal years ended April 30, 2009 and 2008 were Child, Van Wagoner & Bradshaw, PLLC of Salt Lake City, Utah.





Audit Fees


The fees billed by Child, Van Wagoner & Bradshaw, PLLC for professional services rendered for the audit of our annual financial statements for the fiscal years ended April 30, 2009 and April 30, 2008  were $7,000 and $6,500 respectively.





Audit Related Fees


The fees billed for assurance and related services by Child, Van Wagoner & Bradshaw, PLLCrelating to the performance of the audit or review of our financial statements for the fiscal year ended April 30, 2009 and April 30, 2008 respectively, which are not reported under the
heading "Audit Fees" above, were Nil.


36





Tax Fees


For the fiscal years ended April 30, 2009 and 2008 respectively, the aggregate fees billed for tax compliance, tax advice and tax planning by Child, Van Wagoner & Bradshaw, PLLCwere Nil.





All Other Fees


For the fiscal years ended April 30, 2009 and 2008 respectively, the aggregate fees billed by Child, Van Wagoner & Bradshaw, PLLCas applicable, for products and services, other than the services set out above, were Nil.





Audit Committee Pre-Approved Procedures


Our board of directors pre-approves all services provided by our principal accountant.  All of the services and fees described under the heading "Audit Fees", "Audit Related Fees", "Tax Fees" and "All Other Fees" above were reviewed and approved by our board of directors before the respective services were rendered and none of
such services were approved by our board of directors pursuant to paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.





ITEM 16D.                          EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES





Not applicable.





ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY OUR COMPANY AND AFFILIATED PURCHASERS





Not applicable.





PART III





ITEM 17.                             FINANCIAL STATEMENTS





Our audited financial statements for the fiscal years ended April 30, 2009, and 2008 are provided herein starting on page F-1.


37





COASTAL PACIFIC MINING CORP.


FINANCIAL STATEMENTS


FOR THE PERIOD FROM INCEPTION (MARCH 27, 2007) TO


FISCAL YEAR END APRIL 30, 2009





REPORTED IN CANADIAN DOLLARS











PageAudited Financial StatementsReport of Independent Registered Public Accounting Firm
F-2Balance Sheets
F-3Statements of Operations
F-4Statements of Stockholders’ Equity (Deficit)
F-5Statements of Cash Flows
F-6Notes to Financial Statements
F-7 to F-13


F-1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Officers and Directors


Coastal Pacific Mining Corp.





We have audited the accompanying balance sheets of Coastal Pacific Mining Corp. as of April 30, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended April 30, 2009 and 2008, for the period of inception (March 27, 2007) to April 30, 2007, and for the period from
inception (March 27, 2007) to April 30, 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Coastal Pacific Mining Corp. as of April 30, 2009 and 2008, and the results of its operations, and its cash flows for the years ended April 30, 2009 and 2008, for the period of inception (March 27, 2007) to April
30, 2007, and for the period from inception (March 27, 2007) to April 30, 2009, 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 1 to the financial statements, the Company has incurred losses from operations, has a liquidity problem, and requires funds for its operational activities.  These factors raise substantial
doubt that the Company will be able to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Child, Van Wagoner & Bradshaw, PLLC


Certified Public Accountants


Salt Lake City, Utah


July 20, 2009





F-2


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


Balance Sheets


REPORTED IN CANADIAN DOLLARS





Fiscal Year
Ended
April 30, 2009


Fiscal Year
ended
April 30, 2008ASSETSCurrentCash

$
2,415


$
166,810GST receivable


1,287



462Total Current Assets


3,702



167,272TOTAL ASSETS

$
3,702


$
167,272LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current LiabilitiesAccounts payable

$
11,037


$
5,509Accounts payable – related party (Note 5)


50,000



-Short term loan  – related party (Note 5)


47,095



125,768108,132



131,277Total Liabilities


108,132



131,277Stockholders’ Equity (Deficit)Common stock
An unlimited number of Common Shares with no par value.
Issued and outstanding 35,800,000 shares as at April 30, 2009 and 35,800,000 as    at April 30, 2008.


177,400



177,400Accumulated deficit


(281,830
)


(141,405
)Total Stockholders’ Equity (Deficit)


(104,430
)


35,995TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
3,702


$
167,272





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


F-3


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


Statements of Operations


REPORTED IN CANADIAN DOLLARS





Fiscal Year ended
April 30,2009


2008


2007


From Inception
(March 27, 2007)to
April 30, 2009Revenues

$
-


$
-


$
-


$
-Operating ExpensesConsulting fees


39,877



70,292



25,000



135,169Management fees


60,000



-



-



60,000Mineral claims acquisition costs


1,906



510



15,000



17,416Professional fees


24,303



10,937



2,302



37,542Administrative expenses


7,933



4,456



307



12,696134,019



86,195



42,609



262,823Income (Loss) from Operations


(134,019
)


(86,195
)


(42,609
)


(262,823
)Interest expense


(6,413
)


(12,613
)


-



(19,026
)Foreign currency translation adjustment


7



12



-



19Net Income (loss)

$
(140,425
)

$
(98,796
)

$
(42,609
)

$
(281,830
)Net income (loss) per share

$
(0.00
)

$
(0.00
)

$
(0.00
)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


35,800,000



35,800,000



24,800,000





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


F-4


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


Statements of Stockholders’ Equity (Deficit)


REPORTED IN CANADIAN DOLLARS




Common StockShares


Amount


Accumulated Deficit


Total Stockholders’ Equity (Deficit)Balance at  March 27, 2007 (Date of Inception)


-


$
-


$
-


$
-Issuance of common stock at no par value


12,400,000



12,400



-



12,400Issuance of common stock at no par value in connection with two-for-one stock split


12,400,000



-







-Net loss for the period


-



-



(42,609
)


(42,609
)Balance at April 30, 2007


24,800,000



12,400



(42,609
)


(30,209
)Issuance of common stock at no par value


5,500,000



165,000



-



165,000Issuance of common stock at no par value in connection with two-for-one stock split


5,500,000



-



-



-Net loss for the period


-



-



(98,796
)


(98,796
)Balance at April 30, 2008


35,800,000



177,400



(141,405
)


35,995Net loss for the period










(140,425
)


(140,425
)Balance at April 30, 2009


35,800,000


$
177,400


$
(281,830
)

$
(104,430
)





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


F-5


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


Statements of Cash Flows


REPORTED IN CANADIAN DOLLARS





Fiscal Year ended
April 30,2009


2008


2007


From Inception (March 27, 2007) to April 30, 2009Cash flow used in operating activitiesNet loss for the period

$
(140,425
)

$
(98,796
)

$
(42,609
)

$
(281,830
)Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets:Prepaid expenses


-



70,171



(70,171
)


-GST receivable


(825
)


(311
)


(151
)


(1,287
)Accounts Payable


55,528



5,509



-



61,037Net cash used in operating activities


(85,722
)


(23,427
)


(112,931
)


(222,080
)Cash flow provided (required) by financing activitiesProceeds from related parties loan


4,914



212



125,556



130,682Repayments to related parties loan


(83,587
)


-



-



83,587Stock issued for cash


-



177,400



-



177,400Net cash provided (required) by financing activities


(78,673
)


177,612



125,556



224,495Cash Increase (Decrease)


(164,395
)


154,185



12,625



2,415Cash, Beginning of period


166,810



12,625



-



-Cash, End of period

$
2,415


$
166,810


$
12,625


$
2,415Supplemental disclosure of cash flow information:Cash paid for:Interest

$
17,521


$
-


$
-


$
17,521Income taxes

$
-


$
-


$
-


$
-




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


F-6


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS





1.      Basis of Operations and Continuance of Operations


The Company was incorporated in the Province of Alberta, Canada on March 27, 2007.  The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7.  These financial statements have been prepared on a going concern basis.  The Company has incurred
losses since inception resulting in an accumulated deficit of $281,830 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when
they come due.  Management intends to address the going concern issue by funding future operations through the sale of equity capital and by director loans, if needed.





On March 26, 2009, the Company undertook a 2-for-1 common stock split in the form of a 100% stock dividend. On March 30, 2009, the Company distributed 17.9 million common shares with no par value to stockholders of record on March 26, 2009. The effect of the stock split has been recognized retroactively in the stockholders’ equity
accounts as of April 30, 2007, and in all shares and per share data in the financial statements and the notes to the financial statements.





2.  Summary of Significant Accounting Policies





a)           Basis of Presentation





The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in Canadian Dollars, which is the Company’s functional currency.  The Company’s fiscal year-end is April 30.





b)           Use of Estimates





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





c)           Mineral Property Costs





The Company has been in the exploration stage since its formation on March 27, 2007 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mineral properties.  Mineral property acquisition and exploration costs are charged to operations as incurred.  When
it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves.




d)           Financial Instruments





The carrying value of cash and prepaid expenses approximate their fair value because of the short-term maturity of these instruments.  The Company’s operations are in Canada and its primary operations are carried out in the functional currency of Canada.


F-7


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS





2.      Summary of Significant Accounting Policies (continued)





e)           Foreign Currency Translation





The Company’s functional and reporting currency is the Canadian dollar.  Occasional transactions may occur in United States dollars and management has adopted SFAS No. 52 “Foreign Currency Translation”.  Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing
at the balance sheet date.  Average monthly rates are used to translate revenues and expenses.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.





f)           Income Taxes





Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.  The Company has adopted SFAS No. 109 as of its inception.  Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward.  Potential
benefit of net operating losses have not been recognized in the financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses  carried forward in future years.





g)           Basic and Diluted Net Income (Loss) Per Share





The Company computes net income (loss) per share in accordance with SFAS No. 128 “Earnings per Share”.  SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common stockholders
(numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all dilutive potential Common Shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS
excludes all dilutive potential shares if their effect is anti-dilutive.





h)           Recently Issued Accounting Pronouncements





In December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, at their fair values as of the acquisition date, with limited exceptions.
This revision also requires that acquisition-related costs be recognized separately from the assets acquired and that expected restructuring costs be recognized as if they were a liability assumed at the acquisition date and recognized separately from the business combination. In addition, this revision requires that if a business combination is achieved in stages, that the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, be recognized at the full amounts of their
fair values.




F-8


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS




2.      Summary of Significant Accounting Policies (continued)




h)           Recently Issued Accounting Pronouncements (Continued)





In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51. The objective of this statement is to improve the relevance, comparability, and transparency of the financial statements by establishing accounting
and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company believes that this statement will not have any impact on its financial statements, unless it deconsolidates a subsidiary.





In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133). This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and requires enhanced disclosures with respect to derivative and
hedging activities. The Company will comply with the disclosure requirements of this statement if it utilizes derivative instruments or engages in hedging activities upon its effectiveness.




In April 2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to improve the consistency between the useful life of a recognized intangible asset (under SFAS No. 142) and the period of expected cash flows used to measure the fair value
of the intangible asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered when developing renewal or extension assumptions that are used to estimate an intangible asset’s useful life under SFAS No. 142. The guidance in the new staff position is to be applied prospectively to intangible assets acquired after December 31, 2008. In addition, FSP No. 142-3 increases the disclosure requirements related to renewal or extension assumptions. The Company does not
believe implementation of FSP No. 142-3 will have a material impact on its financial statements.




In May 2008, the FASB issued SFAS No. 162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity
with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).  This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “the Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”




In May 2008, the FASB issued SFAS No. 163,ACCOUNTING FOR FINANCE GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.The premium revenue recognition approach for a financial guarantee insurance
contract links premium revenue recognition to the amount of insurance protection and the period in which it is provided. For purposes of this statement, the amount of insurance protection provided is assumed to be a function of the insured principal amount outstanding, since the premium received requires the insurance enterprise to stand ready to protect holders of an insured financial obligation from loss due to default over the period of the insured financial obligation.  This Statement is effective
for financial statements issued for fiscal years beginning after December 15, 2008.


F-9


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS




2.      Summary of Significant Accounting Policies (continued)




h)           Recently Issued Accounting Pronouncements (Continued)





In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”).  Under FSP EITF No. 03-6-1, unvested share-based payment awards that
contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s financial statements.





In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, Accounting for Defensive Intangible Assets(“EITF 08-7”). EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset
but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. The Company does not expect the adoption of EITF 08-7 to have a material impact on its financial statements.





On January 12, 2009 the FASB issued a final Staff Position ("FSP") amending the impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets to achieve more consistent determination
of whether another-than-temporary impairment has occurred. This FSP does not have an impact on the Company at the present time.





On April 1, 2009 the FASB issued FSP FAS 141(R)-1 that amends and clarifies FASB No. 141 (revised 2007), Business Combinations, to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosures of assets and liabilities arising from contingencies in a business combination.





On April 9, 2009 the FASB issued three FSPs intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities. FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly, provides guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157, Fair Value Measurements. FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, provides additional guidance designed to create greater
clarity and consistency in accounting for and presenting impairment losses on securities. These FSPs do not have an impact on the Company at the present time.




On May 28, 2009 the FASB announced the issuance of SFAS 165, Subsequent Events. SFAS 165 should not result in significant changes in the subsequent events that an entity reports. Rather, SFAS 165 introduces the concept
of financial statements being available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained.




F-10


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS




2.      Summary of Significant Accounting Policies (continued)




h)           Recently Issued Accounting Pronouncements (Continued)





On June 12, 2009 the FASB issued two statements that amended the guidance for off-balance-sheet accounting of financial instruments: SFAS No. 166, Accounting for Transfers of Financial Assets, and SFAS No. 167, Amendments to FASB Interpretation No. 46(R).





SFAS No. 166 revises SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk to the assets, the FASB said. The statement
eliminates the concept of a qualifying special-purpose entity, changes the requirements for the derecognition of financial assets, and calls upon sellers of the assets to make additional disclosures about them.





SFAS No. 167 amends FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities, by altering how a company determines when an entity that is insufficiently capitalized or not controlled through voting should be consolidated, the FASB said. A company has to determine whether it should provide consolidated reporting
of an entity based upon the entity's purpose and design and the parent company's ability to direct the entity's actions.





The standards will be effective at the start of the first fiscal year beginning after November 15, 2009, which will mean January 2010 for companies that are on calendar years. The guidance will have to be applied for first-quarter filings.





The FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, on June 29, 2009 and, in doing so, authorized the Codification as the sole source for authoritative U.S. GAAP.   SFAS No. 168 will be effective for financial statements issued for reporting
periods that end after September 15, 2009.  Once it's effective, it will supersede all accounting standards in U.S. GAAP, aside from those issued by the SEC.  SFAS No. 168 replaces SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification.





None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.





3.      Income Taxes





The Company has losses carried forward of approximately $281,830 which expire starting 2027.





4.     Stockholders’ Equity





The Company is authorized to issue an unlimited number of shares of common stock with no par value. The Company declared a two-for-one stock split effected in the form of 100% stock dividends issued in March, 2009.  The Company had 35,800,000 shares of common stock issued and outstanding as of the fiscal year ended April 30, 2009.


F-11


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS





5.      Related Party Transactions





(i)
Acquisition of Mineral Claim





On April 3, 2007 the Company provided funds for the acquisition of a mineral claim pursuant to a letter agreement with Garland Stevens, Secretary-Treasurer and a director of the Company (the “Vendor”) which was memorialized on April 30, 2007.  Under the terms of the agreement the Company acquired an interest in Tenure
number 530021, Event Number 4150607, which property is more particularly described as the Violet East Mineral Claim, located in the Liard Mining Division on the Klastline Plateau within the Stikine Arch of northwestern British Columbia.  The acquired property consists of approximately 431 hectares.  Under the terms of the letter agreement, the Company reimbursed cash consideration of $15,000 with respect to the Mineral Claim which had been advanced to the Vendor.  Additionally the
Company paid $25,000 for consulting fees associated with the research and acquisition of the property to an arms-length third party.  These amounts have been expensed on the Company’s Statement of Operations.





(ii)
Loan agreement





On March 27, 2007, the Company entered into a loan agreement with 961266 Alberta Inc. (the “Lender”), a stockholder of the Company, for $125,000.  The term of the loan was for 24 months, with interest to accrue over the term of the loan at a rate of 10% per annum, payable in full on March 27, 2009.  Subsequent
to April 30, 2007, the Company received instructions from the Lender to convert a total of $12,400 in loan proceeds to share subscriptions for a total of 12,400,000 shares of the Company’s common stock at $0.001 per share.  During the fiscal year ended April 30, 2009, the company repaid an amount of $90,000 to reduce the principal amount and the accrued interest. Loan payable to related party as of April 30, 2009 totaled $42,181 (2008 - $125,768) including unpaid accrued interest of $1,505 (2008
- $12,613).  The parties to the agreement verbally agreed to extend repayment of the remaining principal and accrued interest until such time as the Company has additional funds available. Interest will continue to accrue at the contracted rate, and the Lender has not surrendered any rights under the original loan agreement by virtue of extending the repayment.





As at April 30, 2009, the Company has an outstanding loan in the amount of $4,914 from OX Financial Corp., a company controlled by a stockholder of the Company, which amount is unsecured and non-interest bearing with no specific terms of repayment.  The proceeds from this loan were used for working capital of the Company.





(iii)
Management service agreement





On November 1, 2008, the Company entered into a two year management service agreement  payable at $10,000 monthly with Ox Financial Corp., a company controlled by a stockholder of the Company.  During the fiscal year ended April 30, 2009, the Company incurred $60,000 in management fees under this agreement.  Accounts
payable to related parties as of April 30, 2009 amounted to $50,000 (2008 – $nil), owed to OX Financial Corp.





F-12


COASTAL PACIFIC MINING CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


For the period from Inception (March 27, 2007) to April 30, 2009


REPORTED IN CANADIAN DOLLARS





6.      Subsequent events





Subsequent to the period covered by this annual report, the Company has entered into a joint venture and option agreement with Warrior Ventures Inc. to acquire an interest in the McNeil Gold Property (the “Warrior Agreement”).  A copy of the agreement is appended as an exhibit to this filing.  Under the terms
of the Warrior Agreement, the Company can earn an undivided 40% interest in the McNeil Gold Property by spending two million dollars ($2,000,000) in exploration over the next 2 years and completing cash and stock payments to Warrior Ventures Incorporated, as detailed under the joint venture/option agreement.





Subsequent to the period covered by this annual report, the Company has entered into an Option Agreement with Trio Gold Corp., whereby the Company would earn up to a 45% interest in Trio’s wholly-owned twenty nine claim Rodeo Creek property in Elko County, Nevada, by funding $2,000,000 towards a drilling program.  An additional
30% interest may be earned by taking the project through the bankable feasibility phase.  Trio Gold Corp would receive 300,000 shares of the Company upon the option being exercised.  The Company had until July 15, 2009, to complete due-diligence and to provide the first $1,000,000 in funding for the drilling program. On July 15, 2009, the Company entered into an agreement with Trio to extend the Option Agreement for an additional 90 days.  A further extension may be provided at the
option of Trio.  This extension is non-exclusive, therefore if Trio is successful in raising funds from another source for the drilling program, the Company would lose its option.  Furthermore, the initial undivided interest is now 40%, not 45%, and the earned interest upon completion of a bankable feasibility study is now 70%, not 75%.  In consideration for this extension, the Company is to issue 300,000 shares of the Company, separate and apart from the 300,000 shares to be issued
if the option is exercised. All other terms of the original option agreement remain the same. As due-diligence has not been completed as of the date of this report, nor has the necessary funding yet been acquired, additional reporting will occur when and if the Company exercises this Option.


F-13


ITEM 18.                      EXHIBITS





Exhibits:


Number
Description3.1
Articles of Incorporation
Incorporated by reference to the  Exhibits filed with the Company’s Form F-1 filed with the SEC on August 27, 20073.2
Bylaws
Incorporated by reference to the Exhibits filed with the  Company’s Form F-1 filed with the SEC on August 27, 20074.1
Form of Share Certificate
Incorporated by reference to the Exhibits filed with the Company’s Form F-1 filed with the SEC on August 27, 200710.1
Subscription Agreement
Incorporated by reference to the Exhibits filed with the Company’s Form F-1 filed with the SEC on August 27, 200710.2
Loan Agreement between Coastal Pacific Mining Corp. and 961266 Alberta Inc. dated March 27, 2007
Incorporated by reference to the Exhibits filed with the Company’s Form F-1 filed with the SEC on August 27, 200710.3
Acquisition Letter Agreement dated April 30, 2007
Incorporated by reference to the Exhibits filed with the Form F-1 filed with the SEC on August 27, 200710.4
Management Services Agreement by and between the Company and Ox Financial Corp. dated May 1, 2008
Filed herewith10.5
Joint Venture/Option Agreement dated May 27, 2009 by and between the Company and Warrior Ventures
Filed herewith10.6
Option Agreement between the Company and Trio Gold Corp. dated May 15, 2009
Filed herewith10.7
Extended Option Agreement dated July 15, 2009, between the Company and Trio Gold Corp.
Filed herewith12.1
Certification required by Rule 13a-14(a) or Rule 15d-14(a) – Chief Executive Officer and Principal Financial Officer
Filed herewith13.1
Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States code (18 U.S.C. 1350) – Chief Executive Officer and Principal Financial Officer
Filed herewith





38




SIGNATURES






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




COASTAL PACIFIC MINING CORP.




Date: July 24, 2009
By:
/s/ John Kenney BerschtName: John Kenney BerschtTitle: President/CEO/acting CFO and Director (Principal Executive Officer, Principal Financial Officer)


39