UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2008

                        Commission file number 333-145898


                              RED SUN MINING, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                               26-0531863
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                         200 W Columbine Ave., Suite I-2
                              Santa Ana, CA 92707
               (Address of Principal Executive Offices & Zip Code)

                                 (760) 413-9275
                               (Telephone Number)

                        11045 La Maida Street, Suite 201
                            North Hollywood, CA 91601
          (Former name or former address, if changed since last report)

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

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

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

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

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

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

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

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

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

As of October 2, 2008, the registrant had 3,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
<PAGE>
                              RED SUN MINING, INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                       14
Item 2.  Properties                                                         19
Item 3.  Legal Proceedings                                                  19
Item 4.  Submission of Matters to a Vote of Securities Holders              19

                                Part II

Item 5.  Market for Common Equity and Related Stockholder Matters           19
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                              20
Item 8.  Financial Statements                                               23
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                               33
Item 9A. Controls and Procedures                                            33

                               Part III

Item 10. Directors and Executive Officers                                   34
Item 11. Executive Compensation                                             36
Item 12. Security Ownership of Certain Beneficial Owners and Management     37
Item 13. Certain Relationships and Related Transactions                     38
Item 14. Principal Accounting Fees and Services                             38

                                Part IV

Item 15. Exhibits                                                           39

Signatures                                                                  39

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

SUMMARY

We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. Red Sun Mining, Inc. was incorporated in the State of
Delaware on June 28, 2007. We intend to use the net proceeds from our recent
offering to develop our business operations (See "Plan of Operation"). We are an
exploration stage company with no revenues and a limited operating history. The
principal executive offices are located at 200 W Columbine Ave., Suite I-2,
Santa Ana, CA 92707.

Our financial statement from inception (June 28, 2007) through the year ended
July 31, 2008 report no revenues and a net loss of $24,938. Our independent
auditor has issued an audit opinion for Red Sun Mining, Inc. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.

We currently own a 100% undivided interest in a mineral property, the Nob 1-4
Mineral Claims located in the State of Nevada that we call the "Nob Property."
The Nob Property consists of an area of approximately 82.64 acres located in the
Monte Cristo Range Area, Esmeralda County, Nevada. Title to the Nob Property is
held by Red Sun Mining, Inc. Our plan of operation is to conduct mineral
exploration activities on the Nob Property in order to assess whether it possess
deposits of minerals capable of commercial extraction.

We have not earned any revenues to date. We do not anticipate earning revenues
until such time as we enter into commercial production of our mineral
properties. We are presently in the exploration stage of our business and we can
provide no assurance that we will discover commercially exploitable levels of
mineral resources on our property, or if such deposits are discovered, that we
will enter into further substantial exploration programs.

We have a total of 100,000,000 authorized common shares with a par value of
$0.0001 per share and 3,000,000 common shares issued and outstanding as of July
31, 2008. Cash provided by financing activities for the period from inception
(June 28, 2007) through July 31, 2008 was $37,500 consisting of $12,500 from the
sale of 2,000,000 shares of common stock to a director of the company for
$0.00625 per share and $25,000 from the sale of 1,000,000 share of common stock
pursuant to our SB-2 offering.

                                       3
<PAGE>
                     GLOSSARY OF TECHNICAL GEOLOGICAL TERMS

The following defined technical terms are used in our prospectus:

Aeromagnetic survey           A magnetic survey conducted from the air normally
                              using a helicopter or fixed-wing aircraft to carry
                              the detection instrument and the recorder.

Alluvial                      Consolidated sediments that are carried and hence
                              deposited by a stream or river. In the southwest
                              USA most in filled valleys often between mountain
                              ranges were deposited with alluvium.

Andesitic to basaltic
composition                   A range of rock description using the chemical
                              make-up or mineral norms of the same.

Aphanitic                     Fine grained crystalline texture.

Blind-Basin                   A basin practically closed off by enveloping rock
                              exposures making the central portion of
                              unconsolidated alluvial basin isolated.

Colluvium                     Loose, unconsolidated material usually derived by
                              gravitational means, such as falling from a cliff
                              or scarp-face and often due to a sort of benign
                              erosion such as heating and cooling in a desert
                              environment.

Desert Wash                   Out-wash in dry (desert) or arid areas of
                              colluvium or alluvial material accumulated on the
                              sides of valleys or basin channels by often
                              irregular and violent water flow, i.e. flash
                              floods.

Elongate Basin                A longer than wide depression that could be
                              favorable to in-filling by material from adjacent
                              eroding mountains.

Eugeosyncline                 A structurally formed depression or basin that
                              usually is considerably longer than wide that
                              exhibits a predominance of plutonic and/or
                              volcanic fill.

Formation                     The fundamental unit of similar rock assemblages
                              used in stratigraphy.

Hydrothermal                  A process(es) related to the actions of water
                              heated by igneous or intrusive activity that may
                              alter, mineralize or generally change the
                              enclosing host.

Intermontane Belt             Between mountains (ranges), a usually longer than
                              wide depression occurring between enclosing
                              mountain ranges that supply the erosional material
                              to infill the basin.

Lode Mineral Claim (Nevada)   With a maximum area contained within 1500' long by
                              600' wide = 20.66 acres.

                                       4
<PAGE>
Nuees Ardante or Ladu         An extremely hot, gaseous, somewhat horizontally
                              ejected lava, often from near the summit that
                              accentuates the downward flow or "glowing
                              avalanche" because of its mobility.

Overburden or Drift Cover     Any loose material which overlies bedrock.

Paleozoic Era                 The first major geological time period after the
                              Precambrian whose rock units may exhibit an
                              abundance of fossil life forms.

Plagioclase feldspar          A specific range of chemical composition of common
                              or abundant rock forming silicate minerals.

Playa                         The lowest part of an intermontane basin which is
                              frequently flooded by run-off from the adjacent
                              highlands or by local rainfall.

Plutonic, Igneous or
Intrusive Rock                Usually a medium to coarser grain sized
                              crystalline rock that generally is derived from a
                              sub-surface magma and then consolidated, such as
                              in dykes, plugs, stocks or batholiths, form
                              smallest to largest.

Porphyritic in Augite
Pyroxene                      Large prophyroblasts or crystals of a specific
                              rock-forming mineral, i.e. augite occurring within
                              a matrix of finer grained rock-forming minerals.

Quarternary                   The youngest period of the Cenozoic era.

Snow equivalent               Approximately 1" of precipitation (rain)=1' snow.

Syenite                       Coarse grained, alkalic, low in quartz intrusive
                              rock.

Tertiary Era                  The oldest or earlier of the two geological
                              periods comprising the Cenozoic era

Trachyte                      Fine grained or glassy equivalent of a syenite.

Volcaniclastic                Angular to rounded particles of a wide range of
                              size within (a welded) finer grain-sized matrix of
                              volcanic origin.

IN GENERAL

We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. We currently own a 100% undivided interest in a mineral
property located in Esmeralda County, State of Nevada that we call the "Nob
Property." We are currently conducting mineral exploration activities on the Nob
Property in order to assess whether it contains any commercially exploitable
mineral reserves. Currently there are no known mineral reserves on the Nob
Property.

We have not earned any revenues to date. Our independent auditor has issued an
audit opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. The source of information contained in

                                       5
<PAGE>
this discussion is our geology report that has been included as Exhibit 99.2 to
our SB-2 registration statement.

There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves of silver and other minerals. We are presently in the
exploration stage of our business and we can provide no assurance that any
commercially viable mineral deposits exist on our mineral claims, that we will
discover commercially exploitable levels of mineral resources on our property,
or, if such deposits are discovered, that we will enter into further substantial
exploration programs. Further exploration is required before a final
determination can be made as to whether our mineral claims possess commercially
exploitable mineral deposits. If our claim does not contain any reserves all
funds that we spend on exploration will be lost.

ACQUISITION OF THE NOB PROPERTY

In July, 2007, we purchased a 100% undivided interest in a mineral claim known
as the Nob 1-4 Mineral Claims for a price of $7,000. The claims are staked and
recorded in the name of Red Sun Mining, Inc. and are in good standing until
September 1, 2009.

                                       6
<PAGE>
                                    CLAIM MAP



                        [MAP SHOWING THE CLAIM LOCATION]




                                       7
<PAGE>
CLIMATE AND GENERAL PHYSIOGRAPHY

The area experiences about 4" to 8" of precipitation annually of which about 30%
(in a cold year) may occur as a snow equivalent. This amount of precipitation
suggests a climatic classification of arid to semi-arid. The summers can
experience hot weather, middle 60's to 70's F (degrees) average with high spells
of 100+ F (degrees) while the winters are generally more severe than the dry
belt to the west and can last from December through February. Temperatures
experienced during mid-winter average for January of from the high 20's to the
low 40's F (degrees) with low spells down to -20F (degrees). Generally speaking
the highness of the area allows for somewhat cooler conditions than the lower
areas.

The claim area ranges in elevation from 6,600' to 6,700' mean sea level. The
physiographic setting of the property can be described as arid desert hillside
within a mosaic of moderately rounded mountains in an interior plateau setting.
The area has been surficially altered both by some fluvial and wind erosion and
some depositional (drift cover) effects of in-filling and in situ or residual
erosion. Thickness of drift cover in some valleys may vary considerably, but in
the proximity of the Nob property it is not thought to be very deep. Surface
water occurrences are rare, springs are sparse and subsurface aquifers are
accessed when needed by drilling wells where allowed.

The physiography of the Nob Property is fairly steep northwest sloping
mountainous terrain bounded on the southeast, south and east by the arcuate
Monte Cristo Range that reaches elevations in excess of 7,000 feet. Much of this
area with many broad open valleys hosts sagebrush, juniper, pinon and some
Joshua trees.

INFRASTRUCTURE

The town of Tonopah offers much of the necessary infrastructure required to base
and carry-out an exploration program (accommodations, communications, equipment
and supplies). Larger or specialized equipment can likely be acquired in the Las
Vegas, NV, area lying 209 miles by paved road (Highway 95) to the southeast or
in Reno lying 236 miles to the northwest.

PROPERTY HISTORY

The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale Coal Field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation. Many occurrences of industrial, semi-previous gem
material, coal and radioactive matter are found in the general area.

The mineral claims lie within a local area seen to contain gold and silver
prospects. Although the author of the report is unaware of any such mineral
occurrences actually known to occur on the mineral claims, it is thought to be a
good area in which to conduct a mineral exploration program.

                                       8
<PAGE>
REGIONAL GEOLOGY

The regional geology of Nevada is depicted as being underlain by all types of
rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. Many of the oldest units are found to occur in the
southeast corner of the State along the Colorado River. The bedrock units
exhibit a north-south fabric of alternating east-west ranges and valleys. This
feature may suggest E-W compression that may have expression as low angle thrust
faults. Various types of faulting are recognized in many areas of Nevada and it
often plays a large part in the emplacement of mineral occurrences and ore
bodies.

                                       9
<PAGE>
                              REGIONAL GEOLOGY MAP



                       [MAP SHOWING THE REGIONAL GEOLOGY]




                                       10
<PAGE>
LOCAL GEOLOGY

The local geology about the Nob Property which is situated approximately 25 air
miles to the west-northwest of Tonopah, NV reveals a north-south trending,
elongate assemblage of Tertiary volcanic and lesser sedimentary units.
Throughout this raised basin-like feature and interspersed with the Tertiary
units occur older Paleozoic rocks.

Throughout this local area are a number of northwest-southeast trending high
angle faults and some possibly lower angle southeasterly trending faults that
could have set the stage for mineralizing fluids to have affected the underlying
rock units.

PROPERTY GEOLOGY, DEPOSIT TYPE AND MINERALIZATION

The geology of the Nob Property area may be described as being partially covered
by Quaternary collovium deposits. The rock exposures evident within the Nob
mineral claim area appear to be mainly volcanic units. This mineral claim area
within a larger surrounding area of rock exposure and known mineral occurrences
exhibits a good geological setting and could be considered a good target area in
which to conduct mineral exploration.

The outcrops partially surrounding or flanking the alluvial covered valley
underlying the mineral claim area suggests mineral occurrences or structurally
prepared covered bedrock could be south after in those areas.

The deposit types that are found occurring in the regional area and the more
localized areas vary considerably. Silver and gold quartz veins predominate at
Tonopah. Some of the most productive veins represent the silicification and
replacement of sheeted zones of trachyte that was originally marked by close-set
parallel fractures, but not faulting. The two hosts of mineralized quartz veins
are 1) older pre-Tertiary volcanic rocks, i.e. Silver Peak (mineral Ridge area),
Weepah and Hornsilver or 2) Tertiary rhyolite host rocks that occur at Tonopah
and other younger volcanic rocks, i.e. Goldfield and Divide. Base metal deposits
are more commonly of interest now than in the past and many prospects occur in
the general area. The industrial mineral barite that is observed to occur either
in vein or bedded types have been recognized in the general area. Also
radioactive rock occurrences are known of in the general vicinity of the claims
and should not be overlooked if and when exploration fieldwork is undertaken.

The precious metal deposit types that historically predominate in the general
area are as gold or silver vein-type of occurrences.

Ground geophysical techniques may be most effective in the covered areas as a
follow-up to prospecting and soil sampling of the Phase 1 program.

By far the largest production in the County comes from the vein-type of gold and
silver occurrences in quartz fissures in either pre-Tertiary volcanic or
Tertiary volcanic host rocks.

CONCLUSIONS OF GEOLOGICAL REPORT

The geological evaluation report we obtained on the Nob Property states the
property is favorably located for the possible discovery of a large, probably

                                       11
<PAGE>
low grade mineral deposit of base and/or precious metals or other minerals of
soft economic consideration that have open pit and/or underground mining
potential. If such a deposit exists, it may occur under the drift or overburden
covered areas of the Nob 1-4 Mineral Claims.

RECOMMENDATIONS OF GEOLOGICAL REPORT AND THE GEOLOGICAL EXPLORATION PROGRAM

Mr. McLeod states, in his geology report, that the known mineralization
encountered to date in neighboring areas is possibly indicative of a larger
mineralized system in the general area. The drift covered parts of the property
offer good exploration areas because of the possibility of mineralization, good
geological setting and generally a lack of exploration testing. Also, remote
sensing such as aero and follow-up ground magnetic programs may indicate
possible exploration areas of interest within the Nob 1-4 mineral claims.

Detailed prospecting, mapping and reconnaissance geochemical surveys of the
claim area should be undertaken if and when the Company is in a position to do
so. The following three phase exploration proposal and cost estimate is offered
with the understanding that consecutive phases are contingent upon positive and
encouraging results being obtained from each preceding phase:

<TABLE>
<CAPTION>
 Phase               Exploration Program                        Cost                Status
 -----               -------------------                        ----                ------
<S>        <C>                                                <C>         <C>
Phase 1    Detailed Prospecting, mapping and soil              $ 9,500    Completed in Summer, 2008.
           geochemistry.

Phase 2    Magnetometer and VLF electromagnetic, grid          $10,500    Expected to be completed Spring 2009
           controlled surveys over the areas of interest                  (depending on the results of Phase 1,
           determined by the Phase 1 survey.  Estimated                   and consulting geologist's schedule).
           cost is transportation, travel, accommodation,
           board, grid installation, two geophysical
           surveys, maps and report

Phase 3    Induced polarization survey over grid               $40,000    Expected to be completed in 2009
           controlled anomalous area of interest outlined                 (depending on the results of Phase 2,
           by Phase 1 and 2 programs.  Hoe or bulldozer                   and consulting geologist's schedule).
           trenching, mapping and sampling of bedrock
           anomalies. Includes assays, detailed maps and
           reports.

           TOTAL ESTIMATED COST                                $60,000
</TABLE>

James McLeod, the professional geologist who prepared the geology report on the
Nob 1-4 mining claims, has completed Phase 1 of the exploration program on the
Nob Property with detailed prospecting, mapping and soil geochemistry testing.
The cost of the first phase of exploration was $9,500. In his fieldwork summary
report to the company Mr. McLeod stated that the MMI soil data results of the
GES and the confirmed geological setting are in a number of instances
coincident. He feels the results are interesting enough to recommend further
exploration work be conducted. Based upon his recommendations we intend to

                                       12
<PAGE>
proceed with phase two of our exploration program. The estimated cost of this
program is $10,500 and will take approximately 6 days to complete and an
additional one to two months for the consulting geologist to receive the results
from the assay lab and prepare his report. We anticipate commencing the second
phase of our exploration program in Spring, 2009.

COMPETITION

We are an explorations stage company. We do not compete directly with anyone for
the exploration or removal of minerals from our property as we hold all interest
and rights to the claim. Readily available commodities markets exist in the U.S.
and around the world for the sale of gold, silver and other minerals. Therefore,
we will likely be able to sell any gold, silver or other minerals that we are
able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers or products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.

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

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees other than our officer and director as of the date of this
report. Mr. Taylor currently devotes approximately 7 hours per week to company
matters and after receiving funding, he plans to devote as much time as the
Board of Directors determines is necessary to manage the affairs of the company.
There are no formal employment agreements between the company and our current
employees. We conduct our business largely through consultants.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures since our incorporation.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

                                       13
<PAGE>
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in the United States generally, and in the state of Nevada specifically. We will
also be subject to the regulations of the Bureau of Land Management, Department
of the Interior.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our product
or services.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form 10K
annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

WE ARE AN EXPLORATION STAGE COMPANY AND EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.

We were incorporated on June 28, 2007 and to date have been involved primarily
in organizational activities, the acquisition of the mineral claims and the
first phase of exploration. We have not earned any revenues as of the date of
this report. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the

                                       14
<PAGE>
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Prior to completion of our
exploration stage, we anticipate that we will incur increased operating expenses
without realizing any revenues. We expect to incur significant losses into the
foreseeable future. We recognize that if the production of minerals from the
claims is not forthcoming, we will not be able to continue business operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO EXTRACT MINERALS OR RAISE FINANCING. AS A RESULT,
OUR ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

We have accrued net losses of $24,938 for the period from our inception on June
28, 2007 to July 31, 2007, and have no revenues to date. Our future is dependent
upon our ability to obtain financing and upon future profitable operations from
the development of our mineral claims. These factors raise substantial doubt
that we will be able to continue as a going concern. George Stewart, our
independent auditor, has expressed substantial doubt about our ability to
continue as a going concern. This opinion could materially limit our ability to
raise additional funds by issuing new debt or equity securities or otherwise. If
we fail to raise sufficient capital when needed, we will not be able to complete
our business plan. As a result we may have to liquidate our business and you may
lose your investment. You should consider our auditor's comments when
determining if an investment in Red Sun is suitable.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

You should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The Nob Property does not contain a known body of any commercial
minerals and, therefore, any program conducted on the Nob Property would be an
exploratory search of any minerals There is no certainty that any expenditures
made in the exploration of the Nob Property will result in discoveries of any
commercial quantities of minerals. Most exploration projects do not result in
the discovery of commercially mineable mineral deposits. Problems such as
unusual or unexpected formations and other conditions are common to mineral
exploration activities and often result in unsuccessful exploration efforts. If
the results of our exploration program do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for
new exploration. Our ability to acquire additional claims will be dependent upon
our possessing adequate capital resources when needed. If no funding is
available, we may be forced to abandon our operations.

WE HAVE NO KNOWN MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE MAY HAVE TO
CEASE OPERATIONS.

                                       15
<PAGE>
We have no mineral reserves. If we do not find any commercially exploitable
mineral reserves or if we cannot complete the exploration of any mineral
reserves, either because we do not have the money to do so or because it is not
economically feasible to do so, we may have to cease operations and you may lose
your investment. Mineral exploration is highly speculative. It involves many
risks and is often non-productive. Even if we are able to find mineral reserves
on our property our production capability will be subject to further risks
including:

     -    The costs of bringing the property into production including
          exploration work, preparation of production feasibility studies, and
          construction of production facilities, all of which we have not
          budgeted for;
     -    The availability and costs of financing;
     -    The ongoing costs of production; and
     -    Risks related to environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by
numerous factors which are beyond our control and which cannot be accurately
predicted, such as market fluctuations, the lack of milling facilities and
processing equipment near the Nob Property, and other factors such as government
regulations, including regulations relating to allowable production, the
importing and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of our finding and commercially
exploiting reserves on our mineral properties are remote and funds expended on
exploration will likely be lost.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. At the present time we have no insurance to cover against these
hazards. The payment of such liabilities may result in our inability to complete
our planned exploration program and/or obtain additional financing to fund our
exploration program.

AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIMS, WE WILL BE SUBJECT TO
COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF
OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict mineral
exploration. We will be subject to the laws of the State of Nevada as we carry
out our exploration program. We may be required to obtain work permits, post
bonds and perform remediation work for any physical disturbance to the land in
order to comply with these laws. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:

     (a)  Water discharge will have to meet drinking water standards;

                                       16
<PAGE>
     (b)  Dust generation will have to be minimal or otherwise re-mediated;
     (c)  Dumping of material on the surface will have to be re-contoured and
          re-vegetated with natural vegetation;
     (d)  An assessment of all material to be left on the surface will need to
          be environmentally benign;
     (e)  Ground water will have to be monitored for any potential contaminants;
     (f)  The socio-economic impact of the project will have to be evaluated and
          if deemed negative, will have to be remediated; and
     (g)  There will have to be an impact report of the work on the local fauna
          and flora including a study of potentially endangered species.

There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

BECAUSE OUR SOLE OFFICER AND/OR DIRECTOR DOES NOT HAVE ANY PRIOR BUSINESS
MANAGERIAL EXPERIENCE OR FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF
MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL.

Our sole officer and director is Matthew Taylor. Mr. Taylor has no prior
business managerial experience, and he has no formal training as a geologist or
in the technical aspects of management of a mineral exploration company. His
prior business experiences have primarily been within the legal field and not in
the mineral exploration business. With no direct training or experience in these
areas, our management may not be fully aware of the specific requirements
related to working within this industry. Our management's decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.

THERE IS A RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.

There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves. We have a geological report detailing previous

                                       17
<PAGE>
exploration in the area, the claim has been staked per Nevada regulations and we
have completed phase one of our exploration program. However, there is the
possibility that previous work conducted was not carried out properly and our
claim does not contain any reserves, resulting in any funds spent on exploration
being lost.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the minerals,
investor acceptance of our claims and general market conditions. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us. The most likely source of future funds is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders. We may be unable to obtain any such funds, or to obtain such funds
on terms that we consider economically feasible and you may lose any investment
you make in this offering.

IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.

It is possible that snow or rain could cause the mining roads providing access
to our claims to become impassable. If the roads are impassable we would be
delayed in our exploration timetable.

BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

Our success will be dependent on the growth of demand for ores. If consumer
demand slows our revenues may be significantly affected. This could limit our
ability to generate revenues and our financial condition and operating results
may be harmed.

BECAUSE OUR CURRENT OFFICER AND/OR DIRECTOR HAVE OTHER BUSINESS INTERESTS, HE
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Mr. Matthew Taylor, our officer and director, currently devotes approximately 7
hours per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on him
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. This could
negatively impact our business development.

                                       18
<PAGE>
ITEM 2. PROPERTIES

We currently do not own any physical property or own any real property. We
purchased the Nob Property at a cost of $7,000. Title to the Nob Property
mineral claims is held by Red Sun Mining, Inc.

We currently utilize space provided to us on a rent free basis from our officer
and director, Matthew Taylor at 200 W Columbine Ave., Suite I-2, Santa Ana, CA
92707. Management believes the current premises are sufficient for its needs at
this time.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended July 31, 2008.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

On July 18, 2008 our common stock was listing for trading on the Over the
Counter Bulletin Board under the symbol RDSN. There has been no trading of our
securities, and, therefore, no high and low bid pricing.

As of the date of this report, Red Sun Mining, Inc. has 29 shareholders of
record. We have paid no cash dividends and have no outstanding options. We have
no securities authorized for issuance under equity compensation plans.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC, that: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of

                                       19
<PAGE>
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.

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

FORWARD LOOKING STATEMENTS

This report includes a number of forward-looking statements that reflect our
current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this
report. These forward-looking states are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or out predictions.

RESULTS OF OPERATIONS

We are still in our exploration stage and have generated no revenues to date.

We incurred operating expenses of $16,850 for the year ended July 31, 2008.
These expenses consisted of general operating expenses and professional fees
incurred in connection with the day to day operation of our business and the
preparation and filing of our periodic reports. For the year ended July 31, 2007
our operating expenses were $7,813. Our net loss from inception through July 31,
2008 was $24,938.

Cash provided by financing activities for the period from inception (June 28,
2007) through July 31, 2008 was $37,500 consisting of $12,500 from the sale of
2,000,000 shares of common stock to a director of the company for $0.00625 per
share and $25,000 from the sale of 1,000,000 share of common stock pursuant to
our SB-2 offering. As of July 31, 2008, we had $1,775 in outstanding current
liabilities, $275 in accounts payable and $1,500 owed to the officer and
director of the company, for which there is no specific terms of repayment.

                                       20
<PAGE>
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.

The following table provides selected financial data about our company for the
year ended July 31, 2008.

                     Balance Sheet Data:           7/31/08
                     -------------------           -------

                     Cash                          $14,337
                     Total assets                  $14,337
                     Total liabilities             $ 1,775
                     Shareholders' equity          $12,562

LIQUIDITY AND CAPITAL RESOURCES

Our current cash balance is $14,337. We are an exploration stage company and
have generated no revenue to date. Our management believes our current cash
balance will not be sufficient to fund operations for the next 12 months. If we
experience a shortage of funds our director has agreed to loan the company funds
to complete the first two phases of the exploration program, however he has no
legal obligation to do so and the agreement is not in writing.

PLAN OF OPERATION

Our plan of operation for the twelve months following the date of this report is
to complete the first two phases of the exploration program on our claims
consisting of detailed prospecting, mapping, soil geochemistry, and magnetometer
and VLF electromagnetic surveys. In addition to the $20,000 we anticipate
spending for the first two phases of the exploration program as outlined below,
we anticipate spending an additional $5,000 on professional fees, including fees
payable in connection with complying with reporting obligations and general
administrative costs. Total expenditures over the next 12 months are therefore
expected to be approximately $25,000. If we experience a shortage of funds our
director has agreed to loan the company funds to complete the first two phases
of the exploration program, however he has no legal obligation to do so and the
agreement is not in writing.

The following work program has been recommended by the professional geologist
who prepared the geology report for our Nob 1-4 mineral claims located in the
Monte Cristo Range Area, Esmeralda County, Nevada.

The following three phase exploration proposal and cost estimates are offered
with the understanding that consecutive phases are contingent upon positive
(encouraging) results being obtained from each preceding phase and additional
funding for Phase 3:

Phase 1     Detailed Prospecting, mapping and                        $ 9,500
            soil geochemistry

                                       21
<PAGE>
Phase 2     Magnetometer and VLF electromagnetic,                    $10,500
            grid controlled surveys over the areas
            of interest determined by the Phase 1
            survey.  Included in this estimated
            cost is transportation, travel, accommodation,
            board, grid installation, two geophysical
            surveys, maps and report

Phase 3     Induced polarization survey over grid                    $40,000
            controlled anomalous area of interest
            outlined by Phase 1 and 2 programs.
            Hoe or bulldozer trenching, mapping and
            sampling of bedrock anomalies. Includes assays,
            detailed maps and reports.
                                                                     -------

            TOTAL ESTIMATED COSTS                                    $60,000
                                                                     =======

The above program costs are management's estimates based upon the
recommendations of the professional mining geologist's report and the actual
project costs may exceed our estimates.

James McLeod, the professional geologist who prepared the geology report on the
Nob 1-4 mining claims, has completed Phase 1 of the exploration program on the
Nob Property with detailed prospecting, mapping and soil geochemistry testing.
The cost of the first phase of exploration was $9,500. In his fieldwork summary
report to the company Mr. McLeod stated that the MMI soil data results of the
GES and the confirmed geological setting are in a number of instances
coincident. He feels the results are interesting enough to recommend further
exploration work be conducted. Based upon his recommendations we intend to
proceed with phase two of our exploration program. The estimated cost of this
program is $10,500 and will take approximately 6 days to complete and an
additional one to two months for the consulting geologist to receive the results
from the assay lab and prepare his report. We anticipate commencing the second
phase of our exploration program in Spring, 2009.

We will require additional funding to proceed with the Phase 3 exploration work
on the claim. At this date, we have no current plans on how to raise the
additional funding. We cannot provide investors with any assurance that we will
be able to raise sufficient funds to proceed with any work after the first two
phases of the exploration program.

OFF-BALANCE SHEET ARRANGEMENTS

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

                                       22
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                               GEORGE STEWART, CPA
                     2301 SOUTH JACKSON STREET, SUITE 101-G
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX(206) 328-0383


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Red Sun Mining, Inc.

I have audited the accompanying balance sheet of Red Sun Mining, Inc. (An
Exploration Stage Company) as of July 31, 2008 and 2007, and the related
statement of operations, stockholders' equity and cash flows for the years then
ended and from June 28, 2007 (inception), to July 31, 2008. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Red Sun Mining, Inc., (An
Exploration Stage Company) as of July 31, 2008 and 2007, and the results of its
operations and cash flows for the years then ended and from June 28, 2007
(inception), to July 31, 2008 in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 6 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 6. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



/s/ George Stewart, CPA
------------------------------
Seattle, Washington
September 4, 2008

                                       23
<PAGE>
                              Red Sun Mining, Inc.
                         (An Exploration Stage Company)
                                 Balance Sheet
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             As of              As of
                                                                            July 31,           July 31,
                                                                              2008               2007
                                                                            --------           --------
<S>                                                                         <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                      $ 14,337           $  4,687
                                                                            --------           --------
TOTAL CURRENT ASSETS                                                          14,337              4,687

OTHER ASSETS                                                                      --                 --
                                                                            --------           --------
TOTAL OTHER ASSETS                                                                --                 --
                                                                            --------           --------

      TOTAL ASSETS                                                          $ 14,337           $  4,687
                                                                            ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                  $    275           $    275
  Advances from Officers                                                       1,500                 --
                                                                            --------           --------
TOTAL CURRENT LIABILITIES                                                      1,775                275

      TOTAL LIABILITIES                                                        1,775                275

STOCKHOLDERS' EQUITY
  Common stock, ($0.0001 par value, 100,000,000 shares authorized;
   3,000,000 and 2,000,000 shares issued and outstanding
   as of July 31, 2008 and July 31, 2007 respectively                            300                200
  Additional paid-in capital                                                  37,200             12,300
  Deficit accumulated during Development stage                               (24,938)            (8,088)
                                                                            --------           --------
TOTAL STOCKHOLDERS' EQUITY                                                    12,562              4,412
                                                                            --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                              $ 14,337           $  4,687
                                                                            ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       24
<PAGE>
                              Red Sun Mining, Inc.
                         (An Exploration Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         June 28, 2007
                                                                                          (inception)
                                                 Year Ended           Year Ended            through
                                                  July 31,             July 31,             July 31,
                                                    2008                 2007                 2008
                                                 ----------           ----------           ----------
<S>                                              <C>                  <C>                  <C>
REVENUES
  Revenues                                       $       --           $       --           $       --
                                                 ----------           ----------           ----------
TOTAL REVENUES                                           --                   --                   --

GENERAL & ADMINISTRATIVE EXPENSES                    16,850                7,813               24,938
                                                 ----------           ----------           ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES             (16,850)              (7,813)             (24,938)
                                                 ----------           ----------           ----------

NET INCOME (LOSS)                                $  (16,850)          $   (7,813)          $  (24,938)
                                                 ==========           ==========           ==========

BASIC EARNINGS PER SHARE                         $    (0.01)          $    (0.00)
                                                 ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        2,546,448            2,000,000
                                                 ==========           ==========
</TABLE>


                        See Notes to Financial Statements

                                       25
<PAGE>
                               Red Sun Mining Inc.
                         (An Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
              From June 28, 2007 (Inception) through July 31, 2008
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         Deficit
                                                                                       Accumulated
                                                             Common       Additional     During
                                               Common        Stock         Paid-in     Exploration
                                               Stock         Amount        Capital        Stage          Total
                                               -----         ------        -------        -----          -----
<S>                                         <C>          <C>           <C>            <C>              <C>
BALANCE, JUNE 28, 2007                              --       $   --       $     --      $     --       $     --

Stock issued for cash on July 11, 2007
 @ $0.00625 per share                        2,000,000          200         12,300                       12,500

Net loss, July 31, 2007                                                                   (8,088)        (8,088)
                                            ----------       ------       --------      --------       --------

BALANCE, JULY 31, 2007                       2,000,000          200         12,300        (8,088)         4,412
                                            ----------       ------       --------      --------       --------

Stock issued for cash on December 14, 2007
 @ $0.025 per share                          1,000,000          100         24,900                       25,000

Net loss, July 31, 2008                                                                  (16,850)       (16,850)
                                            ----------       ------       --------      --------       --------

BALANCE, JULY 31, 2008                       3,000,000       $  300       $ 37,200      $(24,938)      $ 12,562
                                            ==========       ======       ========      ========       ========
</TABLE>


                        See Notes to Financial Statements

                                       26
<PAGE>
                              Red Sun Mining, Inc.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        June 28, 2007
                                                                                                         (inception)
                                                                    Year Ended         Year Ended          through
                                                                     July 31,           July 31,           July 31,
                                                                       2008               2007               2008
                                                                     --------           --------           --------
<S>                                                                  <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                  $(16,850)          $ (7,813)          $(24,938)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Increase(Decrease) in Accounts payable and accrued liabilities         --                 --                275
    Increase(Decrease) in Advance from Officers                         1,500                 --              1,500
                                                                     --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES         (15,350)            (7,813)            23,163)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES              --                 --                 --
                                                                     --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                100                200                300
  Additional paid-in capital                                           24,900             12,300             37,200
                                                                     --------           --------           --------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               25,000             12,500             37,500
                                                                     --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                         9,650              4,687             14,337

CASH AT BEGINNING OF YEAR                                               4,687                 --                 --
                                                                     --------           --------           --------

CASH AT END OF YEAR                                                  $ 14,337           $  4,687           $ 14,337
                                                                     ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                           $     --           $     --           $     --
                                                                     ========           ========           ========

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


                        See Notes to Financial Statements

                                       27
<PAGE>
                              Red Sun Mining, Inc.
                          (An Explortion Stage Company)
                          Notes to Financial Statements
                             July 31, 2008 and 2007
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Red Sun Mining, Inc. (the Company) was incorporated on June 28, 2007 under the
laws of the State of Delaware. The Company is beneficial owner of Nob 1-4
Mineral Claims, Monte Cristo Range Area, "Gilbert" 7-1/2' Map, Esmeralda County,
Nevada. The Company is primarily engaged in the acquisition and exploration of
mining properties.

The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial
Statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.

PRO FORMA COMPENSATION EXPENSE

No stock options have been issued by Red Sun Mining, Inc. Accordingly, no pro
forma compensation expense is reported in these financial statements.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

The company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are

                                       28
<PAGE>
                              Red Sun Mining, Inc.
                          (An Explortion Stage Company)
                          Notes to Financial Statements
                             July 31, 2008 and 2007
--------------------------------------------------------------------------------

charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.

INVESTMENTS

Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other that temporary in nature.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

NOTE 3 - PROVISION FOR INCOME TAXES

The provision for income taxes for the period ended July 31, 2008 represents the
minimum state income tax expense of the Company, which is not considered
significant.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is not presently involved in any litigation.

                                       29
<PAGE>
                              Red Sun Mining, Inc.
                          (An Explortion Stage Company)
                          Notes to Financial Statements
                             July 31, 2008 and 2007
--------------------------------------------------------------------------------

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109" (FIN
48). This Interpretation clarifies the accounting for uncertainty in income
taxes recognized in a company's financial statements. FIN 48 requires companies
to determine whether it is "more likely than not" that a tax position will be
sustained upon examination by the appropriate taxing authorities before any part
of the benefit can be recorded in the financial statements. It also provides
guidance on the recognition, measurement and classification of income tax
uncertainties, along with any related interest and penalties. FIN 48 will also
require significant additional disclosures. This Interpretation will be
effective for fiscal years beginning after December 15, 2006. We will implement
this Interpretation in the first quarter of 2007 on a prospective basis. We are
currently evaluating the potential impact this Interpretation will have on our
financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157), which provides guidance on how to measure assets and liabilities that use
fair value. SFAS 157 will apply whenever another US GAAP standard requires (or
permits) assets or liabilities to be measured at fair value but does not expand
the use of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will be
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and will be adopted by us beginning in the first quarter of
2008. We are currently evaluating the potential impact this standard may have on
our financial position and results of operations, but do not believe the impact
of the adoption will be material.

In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 was
issued in order to eliminate the diversity of practice in how public companies
quantify misstatements of financial statements, including misstatements that
were not material to prior years' financial statements. We will initially apply
the provisions of SAB 108 in connection with the preparation of our annual
financial statements for the year ending December 31, 2006. We have evaluated
the potential impact SAB 108 may have on our financial position and results of
operations and do not believe the impact of the application of this guidance
will be material.

                                       30
<PAGE>
                              Red Sun Mining, Inc.
                          (An Explortion Stage Company)
                          Notes to Financial Statements
                             July 31, 2008 and 2007
--------------------------------------------------------------------------------

NOTE 6 - GOING CONCERN

Future issuances of the company's equity or debt securities will be required in
order for the company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.

The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$24,938 since its inception and requires capital for its contemplated
operational and marketing activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.

The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.

NOTE 7 - RELATED PARTY TRANSACTIONS

Matthew Taylor, President of the Company, may in the future become involved in
other business opportunities as they become available, thus he may face a
conflict in selecting between the Company and his other business opportunities.
The company has not formulated a policy for the resolution of such conflicts.

Matthew Taylor has advanced funds to the Company which are interest free, and
the balance due Mr. Taylor was $1,500 on July 31, 2008.

NOTE 8 - STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.

                                       31
<PAGE>
                              Red Sun Mining, Inc.
                          (An Explortion Stage Company)
                          Notes to Financial Statements
                             July 31, 2008 and 2007
--------------------------------------------------------------------------------

On July 11, 2007, the Company issued a total of 2,000,000 shares of common stock
to Mr. Taylor, a director of the company, for cash in the amount of $0.00625 per
share for a total of $12,500.

On December 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to 28 individuals for cash in the amount of $.025 per share for a total of
$25,000.

As of July 31, 2008, the Company had 3,000,000 shares of common stock issued and
outstanding.

NOTE 9 - STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of July 31, 2008:

Common stock, $0.0001 par value: 100,000,000 shares authorized; 3,000,000 shares
issued and outstanding.

                                       32
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures ("Disclosure Controls") as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.

CHANGES IN INTERNAL CONTROLS

We have also evaluated our internal controls for financial reporting, and there
have been no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
last evaluation.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

                                       33
<PAGE>
CEO AND CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

The names, ages and titles of our executive officers and director are as
follows:

Name and Address of Executive
   Officer and/or Director               Age                   Position
   -----------------------               ---                   --------

Matthew Taylor                           29      President, Secretary, Treasurer
200 W Columbine Ave., Suite I-2                  and Director
Santa Ana, CA 92707

Mr. Matthew Taylor is the promoter of Red Sun Mining, Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Mr. Taylor has no prior business managerial experience,
and he has no formal training as a geologist or in the technical or managerial
aspects of management of a mineral exploration company. His prior business
experiences have primarily been within the legal field and not in the mineral
exploration industry. Accordingly, we will have to rely on the technical
services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company. We do not have any employees who
have professional training or experience in the mining industry. We rely on
independent geological consultants to make recommendations to us on work
programs on our property, to hire appropriately skilled persons on a contract
basis to complete work programs and to supervise, review, and report on such
programs to us.

TERM OF OFFICE

Our director is appointed to hold office until the next annual meeting of our
stockholders or until his successor is elected and qualified, or until he
resigns or is removed in accordance with the provisions of the Delaware Revised
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.

                                       34
<PAGE>
SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and/or director, Mr.
Matthew Taylor. Mr. Taylor currently devotes approximately 7 hours per week to
company matters. After receiving funding per our business plan Mr. Taylor
intends to devote as much time as the Board of Directors deem necessary to
manage the affairs of the company.

Mr. Taylor has not been the subject of any order, judgment, or decree of any
court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limited him or her from
acting as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any securities.

Mr. Taylor has not been convicted in any criminal proceeding (excluding traffic
violations) nor is he subject of any currently pending criminal proceeding.

We conduct our business through agreements with consultants and arms-length
third parties. Currently, we have no formal consulting agreements in place. We
have a verbal arrangement with the consulting geologist currently conducting the
exploratory work on the Nob Property. We pay the consulting geologist the usual
and customary rates received by geologists performing similar consulting
services.

RESUMES

MATTHEW TAYLOR serves as President, Secretary and Treasurer of Red Sun Mining,
Inc. since June 28, 2007 (inception). From September 2008 to present, Mr. Taylor
serves as the lead attorney for Taylor Law Corporation, in Santa Ana, CA,
specializing in business and real estate transactions and litigation. From April
2008 to September 2008, Mr. Taylor was employed with Volt Information Sciences,
Inc., in Orange, CA, as a Staff Attorney specializing in litigation and
corporate matters. From June 2006 to March 2008, Mr. Taylor was employed at The
Guerrini Law Firm, in Pasadena, CA as an Associate Attorney specializing in
business and real estate litigation. From April 2006 to June 2006, he was
employed as a contract attorney conducting litigation discovery at the Law
Offices of Michael Sundstedt, in Irvine, CA. From December 2005 to March 2006,
Mr. Taylor was employed as a contract attorney at Alan Burton Newman PLC, in
Marina Del Ray, CA, and from May 2004 to August 2004, he served as a law clerk
to the General Counsel at Arbitech, LLC, in Laguna Beach, CA. From January 2004
to April 2004, Mr. Taylor served as a judicial extern to Honorable James N.
Barr, U.S. Bankruptcy Court, Santa Ana, CA. From August 2002 to May 2005, he
studied law at Chapman University School of Law, in Orange, CA and received his
J.D. in 2005. From October, 2001 through July 2002, Mr. Taylor was employed at
JDI Technologies, Inc., in Calabasas, CA. Mr. Taylor graduated with a B.A. in
American Literature and Culture from University of California, Los Angeles in
2000.

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.

                                       35
<PAGE>
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

     *    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;
     *    Full, fair, accurate, timely and understandable disclosure in reports
          and documents that we file or submit to the Securities & Exchange
          Commission and in other public communications made by us;
     *    Compliance with applicable governmental laws, rules and regulations;
     *    The prompt internal reporting to an appropriate person or persons
          identified in the code of violations of our Code of Ethical Conduct;
          and
     *    Accountability for adherence to the Code.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

Our current director and officer is Matthew Taylor.

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the period from our inception through to July 31, 2008:

<TABLE>
<CAPTION>
                                         Annual Compensation                 Long Term Compensation
                                  ---------------------------------    ---------------------------------
                                                                       Restricted
                                                       Other Annual      Stock     Options/*    LTIP         All Other
Name       Title          Year    Salary($)   Bonus    Compensation     Awarded     SARs (#)  payouts($)   Compensation
----       -----          ----    ---------   -----    ------------     -------     --------  ----------   ------------
<S>       <C>            <C>       <C>        <C>      <C>             <C>         <C>         <C>         <c>
Matthew    President,     2008        $0       $0           $0             $0          $0         $0            $0
Taylor     Secretary,     2007        $0       $0           $0             $0          $0         $0            $0
           Treasurer,
           and Director
</TABLE>

There are no current employment agreements between the company and its
officer/director.

On July 11, 2007, a total of 2,000,000 shares of common stock were issued to Mr.
Matthew Taylor in exchange for cash in the amount of $12,500 or $.00625 per
share. The terms of this stock issuance was as fair to the company, in the
opinion of the board of director, as if it could have been made with an
unaffiliated third party.

Mr. Taylor currently devotes approximately 7 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

                                       36
<PAGE>
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of July 31, 2008 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.

<TABLE>
<CAPTION>
                                                                     Amount and Nature         Percentage of
                                                                       of Beneficial              Common
Title of Class           Name and Address of Beneficial Owner            Ownership               Stock (1)
--------------           ------------------------------------            ---------               ---------
<S>                     <C>                                             <C>                      <C>
Common Stock             Matthew Taylor, Director                        2,000,000                 66.6%
                         200 W Columbine Ave., Suite I-2                   Direct
                         Santa Ana, CA 92707

Common Stock             Officer and/or director as a Group              2,000,000                 66.6%

HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK

Common Stock             Matthew Taylor, Director                        2,000,000                 66.6%
                         200 W Columbine Ave., Suite I-2                   Direct
                         Santa Ana, CA 92707
</TABLE>

----------
(1)  A beneficial owner of a security includes any person who, directly or
     indirectly, through any contract, arrangement, understanding, relationship,
     or otherwise has or shares: (i) voting power, which includes the power to
     vote, or to direct the voting of shares; and (ii) investment power, which
     includes the power to dispose or direct the disposition of shares. Certain
     shares may be deemed to be beneficially owned by more than one person (if,
     for example, persons share the power to vote or the power to dispose of the
     shares). In addition, shares are deemed to be beneficially owned by a
     person if the person has the right to acquire the shares (for example, upon
     exercise of an option) within 60 days of the date as of which the
     information is provided. In computing the percentage ownership of any
     person, the amount of shares outstanding is deemed to include the amount of
     shares beneficially owned by such person (and only such person) by reason
     of these acquisition rights. As a result, the percentage of outstanding
     shares of any person as shown in this table does not necessarily reflect
     the person's actual ownership or voting power with respect to the number of
     shares of common stock actually outstanding on July 31, 2008. As of July
     31, 2008, there were 3,000,000 shares of our common stock issued and
     outstanding.

                                       37
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Taylor will not be paid for any underwriting services that he performs on
our behalf with respect to this offering. He will also not receive any interest
on any funds that he may advance to us for expenses incurred prior to the
offering being closed. Any funds loaned will be repaid from the proceeds of the
offering.

On July 11, 2007, a total of 2,000,000 shares of Common Stock was issued to Mr.
Taylor in exchange for $12,500, or $.0.00625 per share. All of such shares are
"restricted" securities, as that term is defined by the Securities act of 1933,
as amended, and are held by a director of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended July 31, 2008, the total fees charged to the company for
audit services were $3,100, for audit-related services including quarterly
reviews were $4,500, for tax services were $Nil and for other services were
$Nil.

For the year ended July 31, 2007, there were no fees charged to the company for
audit services, audit-related services, tax services or other services.

                                       38
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

     Exhibit
     Number                             Description
     ------                             -----------

        3(i)          Articles of Incorporation
        3(ii)         Bylaws
       31.1           Sec. 302 Certification of Chief Executive Officer
       31.2           Sec. 302 Certification of Chief Financial Officer
       32.1           Sec. 906 Certification of Chief Executive Officer
       32.2           Sec. 906 Certification of Chief Financial Officer

                                   SIGNATURES

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

October 14, 2008
                                   RED SUN MINING, INC.


                                   By: /s/ Matthew Taylor
                                       -----------------------------------------
                                       MATTHEW TAYLOR
                                       President, Secretary, Treasurer
                                       Chief Executive Officer, Chief Financial
                                       Officer, Principal Accounting Officer and
                                       and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

     Signature                         Title                           Date
     ---------                         -----                           ----


/s/ Matthew Taylor            President and Director,           October 14, 2008
--------------------------    Chief Executive Officer, Chief
MATTHEW TAYLOR                Financial Officer, Principal
                              Accounting Officer

                                       39