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

                                    FORM 10-Q

(Mark One)

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

    For the quarterly period ended March 31, 2009

                                       or

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

    For the transition period from ____________ to ____________

                       Commission File Number 333-144493


                           STERLING EXPLORATION, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                           N/A
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

2417 E. South Redwood Drive, Anaheim, California            92806
    (Address of principal executive offices)              (Zip Code)

                                  714.414.9123
              (Registrant's telephone number, including area code)

              2416 - 26 Avenue NW, Calgary, Alberta, Canada T2M 2G9
              (Former name, former address and former fiscal year,
                         if changed since last report)

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. [X] YES [ ] NO

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          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 [X] YES [ ] NO

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 8,055,000 common shares issued
and outstanding as of May 12, 2009.
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STERLING EXPLORATION INC.
Balance Sheets
(An Exploration Stage Company)
(Expressed in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              March 31,          June 30,
                                                                                2009               2008
                                                                              --------           --------
                                                                             (unaudited)         (audited)
<S>                                                                           <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                        $    308           $ 10,616
                                                                              --------           --------

TOTAL ASSTS                                                                   $    308           $ 10,616
                                                                              ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                    $     --           $  1,139
  Loans from related party                                                      43,500             35,000
                                                                              --------           --------

TOTAL CURRENT LIABILITIES                                                       43,500             36,139
                                                                              --------           --------

STOCKHOLDERS' EQUITY
  Capital stock
    Authorized 75,000,000 ordinary voting shares at $0.001 per share
  Issued and outstanding:
    8,055,000 common shares at par  value                                        8,055              8,055
  Additional paid in capital                                                    18,945             18,945
                                                                              --------           --------
                                                                                27,000             27,000
  Deficit accumulated during the exploration stage                             (70,192)           (52,523)
                                                                              --------           --------

TOTAL STOCKHOLDERS' EQUITY                                                     (43,192)           (25,523)
                                                                              --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $    308           $ 10,616
                                                                              ========           ========
</TABLE>


Approved on behalf of the board

_______________________________, Director

_______________________________, Director

                                       2
<PAGE>
STERLING EXPLORATION INC.
Statements of Income
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          Accumulated From
                                            Three Months    Three Months    Nine Months    Nine Months   Inception Date of
                                               Ended           Ended          Ended          Ended       August 18, 2003 to
                                              March 31,       March 31,      March 31,      March 31,         March 31,
                                                2009            2008           2009           2008              2009
                                             ----------      ----------     ----------     ----------        ----------
<S>                                          <C>             <C>            <C>            <C>               <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Bank charges and interest                  $       27      $       27     $      177     $      112        $      703
  Filing and transfer agent fees                    260           1,463          1,867         16,361            18,628
  Professional fees                               2,985           1,750         15,405          9,045            35,295
  Mineral properties                                 --              --             --             --            14,500
  Office expenses                                    --              --            220            304             1,066
                                             ----------      ----------     ----------     ----------        ----------

Total general and administrative expenses         3,272           3,240         17,669         25,822            70,192
                                             ----------      ----------     ----------     ----------        ----------

Net loss                                     $   (3,272)     $   (3,240)    $  (17,669)    $  (25,822)       $  (70,192)
                                             ==========      ==========     ==========     ==========        ==========

EARNINGS PER SHARE - BASIC AND DILUTED       $    (0.00)     $    (0.00)    $    (0.00)    $    (0.00)
                                             ==========      ==========     ==========     ==========

WEIGHTED AVERAGE OUTSTANDING SHARES           8,055,000       8,055,000      8,055,000      8,055,000
                                             ==========      ==========     ==========     ==========
</TABLE>


                                       3
<PAGE>
STERLING EXPLORATION INC.
Statement of Stockholders' Equity
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated      Total
                               Price      Number of                Additional      Total     During the       Stock-
                                Per        Common          Par      Paid-in       Capital    Exploration      holders'
                               Share       Shares         Value     Capital        Stock        Stage         Equity
                               -----       ------         -----     -------        -----        -----         ------
<S>                            <C>        <C>         <C>          <C>          <C>          <C>            <C>
Balance, August 18, 2003                         --   $     --     $     --      $     --     $      --      $     --
September 5, 2003
 Subscribed for cash           $0.001     2,000,000      2,000           --         2,000            --         2,000
October 30, 2003
 Subscribed for cash           $0.001     1,500,000      1,500           --         1,500                       1,500
Comprehensive loss for the
 period ended June 30, 2004                                                                         (80)          (80)
                                        -----------   --------     --------      --------     ---------      --------
Balance, June 30, 2004                    3,500,000      3,500           --         3,500           (80)        3,420

October 4, 2004
 Subscribed for cash           $0.001     3,000,000      3,000           --         3,000                       3,000
October 27, 2004
 Subscribed for cash           $0.01      1,050,000      1,050        9,450        10,500                      10,500
December 7, 2004
 Subscribed for cash           $0.01        450,000        450        4,050         4,500                       4,500
January 10, 2005
 Subscribed for cash           $0.1          15,000         15        1,485         1,500                       1,500
January 27, 2005
 Subscribed for cash           $0.1          40,000         40        3,960         4,000                       4,000
Net loss                                                                                         (7,547)       (7,547)
                                        -----------   --------     --------      --------     ---------      --------
Balance, June 30, 2005                    8,055,000      8,055       18,945        27,000        (7,627)       19,373
Net loss                                                                                         (7,573)       (7,573)
                                        -----------   --------     --------      --------     ---------      --------
Balance, June 30, 2006                    8,055,000      8,055       18,945        27,000       (15,200)       11,800
Net loss                                                                                         (8,409)       (8,409)
                                        -----------   --------     --------      --------     ---------      --------
Balance, June 30, 2007                    8,055,000      8,055       18,945        27,000       (23,609)        3,391
Net loss                                                                                        (28,914)      (28,914)
                                        -----------   --------     --------      --------     ---------      --------
Balance, June 30, 2008                    8,055,000      8,055       18,945        27,000       (52,523)      (25,523)
Net loss                                                                                        (17,669)      (17,669)
                                        -----------   --------     --------      --------     ---------      --------

Balance, March 31, 2009                   8,055,000   $  8,055     $ 18,945      $ 27,000     $ (70,192)     $(43,192)
                                        ===========   ========     ========      ========     =========      ========
</TABLE>


                                       4
<PAGE>
STERLING EXPLORATION INC.
Statements of Cash Flows
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                               Accumulated From
                                                            Nine Months        Nine Months    Inception Date of
                                                              Ended              Ended        August 18, 2003 to
                                                             March 31,          March 31,          March 31,
                                                               2009               2008               2009
                                                             --------           --------           --------
<S>                                                          <C>                <C>                <C>
CASH DERIVED FROM (USED FOR) OPERATING ACTIVITIES
  Net loss for the period                                    $(17,669)          $(25,822)          $(70,192)
  Adjustments to reconcile net loss to net cash
   Provided by (used in) operating activities
  Changes in operating assets and liabilities
    Accounts payable                                           (1,139)                --                 --
                                                             --------           --------           --------
          Net cash (used in) operating activities             (18,808)           (25,822)           (70,192)
                                                             --------           --------           --------
FINANCING ACTIVITIES
  Loans from related party                                      8,500             20,000             43,500
  Shares subscribed for cash                                       --                 --             27,000
                                                             --------           --------           --------
          Net cash provided by financing activities             8,500             20,000             70,500
                                                             --------           --------           --------
INVESTING ACTIVITIES                                               --                 --                 --
                                                             --------           --------           --------
          Net cash used for investing activities                   --                 --                 --
                                                             --------           --------           --------

Cash increase during the period                               (10,308)            (5,822)               308
Cash beginning of the period                                   10,616              8,391                 --
                                                             --------           --------           --------

Cash end of the period                                       $    308           $  2,569           $    308
                                                             ========           ========           ========
</TABLE>


                                       5
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

1.   NATURE AND CONTINUANCE OF OPERATIONS

     Sterling  Exploration Inc. ("the Company") was incorporated  under the laws
     of State of Nevada,  U.S. on August 18, 2003, with an authorized capital of
     75,000,000 common shares with a par value of $0.001. The Company's year end
     is the end of June. The Company is in the exploration stage of its resource
     business.  During the  period  ended June 30,  2004 the  Company  commenced
     operations by issuing  shares and acquiring a mineral  property  located in
     the Province of Ontario, Canada. The Company has not yet determined whether
     this property  contains  reserves that are  economically  recoverable.  The
     recoverability  of costs incurred for  acquisition  and  exploration of the
     property will be dependent upon the discovery of  economically  recoverable
     reserves,   confirmation  of  the  Company's  interest  in  the  underlying
     property,  the  ability of the  Company to obtain  necessary  financing  to
     satisfy the expenditure  requirements  under the property  agreement and to
     complete  the  development  of the  property  and  upon  future  profitable
     production or proceeds for the sale thereof.

     These  financial  statements  have been  prepared on a going  concern basis
     which  assumes the Company will be able to realize its assets and discharge
     its  liabilities  in the  normal  course of  business  for the  foreseeable
     future.  The Company has incurred  losses since  inception  resulting in an
     accumulated  deficit of $70,192 as at March 31, 2009 and further losses are
     anticipated in the development of its business  raising  substantial  doubt
     about the Company's ability to continue as a going concern.  The ability to
     continue  as a going  concern  is  dependent  upon the  Company  generating
     profitable  operations  in  the  future  and/or  to  obtain  the  necessary
     financing to meet its obligations  and repay its  liabilities  arising from
     normal  business  operations  when  they come due.  Management  intends  to
     finance  operating  costs over the next twelve months with existing cash on
     hand and loans from directors and or private placement of common stock.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The  financial  statements  of the Company have been prepared in accordance
     with  generally  accepted  accounting  principles  in the United  States of
     America and are presented in US dollars.

     EXPLORATION STAGE COMPANY

     The  Company  complies  with  the  Financial   Accounting  Standards  Board
     Statement  No. 7, its  characterization  of the  Company as an  exploration
     stage enterprise.

     MINERAL INTERESTS

     Mineral  property  acquisition,   exploration  and  development  costs  are
     expensed as incurred until such time as economic  reserves are  quantified.
     To date the Company has not established any proven or probable  reserves on
     its mineral properties.  The Company has adopted the provisions of SFAS No.
     143  "Accounting  for  Asset  Retirement   Obligations"  which  establishes
     standards  for  the  initial  measurement  and  subsequent  accounting  for
     obligations  associated  with the sale,  abandonment,  or other disposal of
     long-lived  tangible assets arising from the  acquisition,  construction or
     development and for normal operations of such assets. As at March 31, 2009,
     any potential  costs  relating to the  retirement of the Company's  mineral
     property interest has not yet been determined.

                                       6
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     USE OF ESTIMATES AND ASSUMPTIONS

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during the period.  Actual results could differ from those  estimates.  The
     carrying  value  of cash  and  accounts  payable  and  accrued  liabilities
     approximates  their  fair  value  because  of the short  maturity  of these
     instruments. Unless otherwise noted, it is management's opinion the Company
     is not exposed to  significant  interest,  currency or credit risks arising
     from these financial instruments.

     ENVIRONMENTAL COSTS

     Environmental  expenditures that relate to current  operations are expensed
     or  capitalized  as  appropriate.  Expenditures  that relate to an existing
     condition caused by past operations, and which do not contribute to current
     or future revenue generation,  are expensed.  Liabilities are recorded when
     environmental  assessments  and/or remedial  efforts are probable,  and the
     cost can be reasonably estimated.  Generally,  the timing of these accruals
     coincides  with the earlier of  completion  of a  feasibility  study or the
     Company's commitments to plan of action based on the then known facts.

     INCOME TAXES

     The Company  follows the liability  method of accounting  for income taxes.
     Under  this  method,   deferred  income  tax  assets  and  liabilities  are
     recognized for the estimated tax  consequences  attributable to differences
     between the financial statement carrying values and their respective income
     tax basis (temporary differences). The effect on deferred income tax assets
     and  liabilities  of a change in tax rates is  recognized  in income in the
     period that includes the enactment date. At March 31, 2009, a full deferred
     tax asset  valuation  allowance has been provided and no deferred tax asset
     has been recorded.

     BASIC AND DILUTED LOSS PER SHARE

     The  Company  computes  loss per share in  accordance  with  SFAS No.  128,
     "Earnings per Share" which requires  presentation of both basic and diluted
     earnings per share on the face of the statement of  operations.  Basic loss
     per share is computed by dividing net loss available to common shareholders
     by the weighted  average  number of  outstanding  common  shares during the
     period.  Diluted  loss per share  gives  effect to all  dilutive  potential
     common  shares  outstanding  during  the  period.  Dilutive  loss per share
     excludes all potential common shares if their effect is anti-dilutive.

     The Company has no potential  dilutive  instruments and  accordingly  basic
     loss and diluted loss per share are equal.

                                       7
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     STOCK-BASED COMPENSATION

     In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment",
     which replaced SFAS No. 123, "Accounting for Stock-Based  Compensation" and
     superseded APB Opinion No. 25,  "Accounting for Stock Issued to Employees".
     In January 2005,  the  Securities  and Exchange  Commission  ("SEC") issued
     Staff Accounting  Bulletin ("SAB") No. 107,  "Share-Based  Payment",  which
     provides supplemental  implementation  guidance for SFAS No. 123R. SFAS No.
     123R requires all share-based  payments to employees,  including  grants of
     employee stock options, to be recognized in the financial  statements based
     on the  grant  date  fair  value  of the  award.  SFAS  No.  123R was to be
     effective  for interim or annual  reporting  periods  beginning on or after
     June 15,  2005,  but in April 2005 the SEC  issued a rule that will  permit
     most  registrants to implement SFAS No. 123R at the beginning of their next
     fiscal year,  instead of the next reporting  period as required by SFAS No.
     123R. The pro-forma disclosures  previously permitted under SFAS No. 123 no
     longer will be an alternative  to financial  statement  recognition.  Under
     SFAS No. 123R, the Company must determine the appropriate  fair value model
     to be used for valuing  share-based  payments,  the amortization method for
     compensation cost and the transition method to be used at date of adoption.

     The  transition  methods  include  prospective  and  retroactive   adoption
     options.  Under the  retroactive  options,  prior  periods  may be restated
     either  as of the  beginning  of the year of  adoption  or for all  periods
     presented.  The prospective  method requires that  compensation  expense be
     recorded  for all  unvested  stock  options  and  restricted  stock  at the
     beginning  of the first  quarter of  adoption of SFAS No.  123R,  while the
     retroactive  methods  would  record  compensation  expense for all unvested
     stock  options  and  restricted  stock  beginning  with  the  first  period
     restated. The Company adopted the modified prospective approach of SFAS No.
     123R for the quarter beginning December 1, 2005. The Company did not record
     any compensation  expense for the period ended March 31, 2009 because there
     were no stock  options  outstanding  prior to the  adoption or at March 31,
     2009.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In February  2006,  the FASB issued SFAS No. 155,  "Accounting  for Certain
     Hybrid  Financial  Instruments-an  amendment of FASB Statements No. 133 and
     140",  to simplify  and make more  consistent  the  accounting  for certain
     financial  instruments.  SFAS No. 155 amends SFAS No. 133,  "Accounting for
     Derivative  Instruments  and  Hedging  Activities",  to permit  fair  value
     re-measurement  for  any  hybrid  financial  instrument  with  an  embedded
     derivative  that  otherwise  would require  bifurcation,  provided that the
     whole  instrument  is  accounted  for on a fair value  basis.  SFAS No. 155
     amends  SFAS  No.  140,  "Accounting  for the  Impairment  or  Disposal  of
     Long-Lived Assets", to allow a qualifying  special-purpose entity to hold a
     derivative  financial  instrument  that  pertains to a beneficial  interest
     other than another derivative financial instrument. SFAS No. 155 applies to
     all  financial  instruments  acquired or issued  after the  beginning of an
     entity's  first fiscal year that begins  after  September  15,  2006,  with
     earlier  application  allowed.  This  standard  is not  expected  to have a
     significant  effect on the Company's future reported  financial position or
     results of operations.

     In March 2006, the FASB issued SFAS No. 156,  "Accounting  for Servicing of
     Financial  Assets,  an amendment of FASB Statement No. 140,  Accounting for
     Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
     Liabilities".  This statement requires all separately  recognized servicing
     assets and servicing  liabilities be initially  measured at fair value,  if
     practicable, and permits for subsequent measurement using either fair value
     measurement  with  changes  in fair  value  reflected  in  earnings  or the
     amortization  and  impairment   requirements  of  Statement  No.  140.  The
     subsequent  measurement  of  separately  recognized  servicing  assets  and
     servicing  liabilities at fair value  eliminates the necessity for entities
     that  manage  the  risks   inherent  in  servicing   assets  and  servicing
     liabilities with derivatives to qualify for hedge accounting  treatment and
     eliminates the characterization of declines in fair value as impairments or
     direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal
     year beginning after September 15, 2006. This adoption of this statement is
     not expected to have a significant  effect on the Company's future reported
     financial position or results of operations.

                                       8
<PAGE>
STERLING EXPLORATION INC.
Notes to Financial Statements
March 31, 2009
(An Exploration Stage Company)
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------

3.   MINERAL INTERESTS

     On January 20, 2005, the Company entered into a mineral  property  purchase
     agreement to acquire a 100%  interest in one mineral  claim  located in one
     mineral claim located in the Scadding  Township,  Sudbury Mining  Division,
     Ontario for total consideration of $7,000.

     During  the year  ended  June 30,  2006,  exploration  cost of  $7,500  was
     incurred for the mineral property.

4.   COMMON STOCK

     The  total  number of common  shares  authorized  that may be issued by the
     Company  is  75,000,000  shares  with a par  value of one tenth of one cent
     ($0.001) per share and no other class of shares is authorized.

     During the period ended June 30, 2005, the Company issued  8,055,000 shares
     of common stock for total cash proceeds of $27,000. At March 31, 2009 there
     were no outstanding stock options or warrants.

5.   INCOME TAXES

     As of March 31, 2009,  the Company had net operating loss carry forwards of
     approximately $70,192 that may be available to reduce future years' taxable
     income  through  2027.  Future tax benefits  which may arise as a result of
     these losses have not been  recognized in these  financial  statements,  as
     their  realization is determined not likely to occur and  accordingly,  the
     Company  has  recorded a valuation  allowance  for the  deferred  tax asset
     relating to these tax loss carry-forwards.


                                       9
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "US$" refer to United
States dollars and all references to "common shares" refer to the common shares
in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms "we",
"us", "our", "our company" and "Sterling" refer to Sterling Exploration, Inc.,
unless otherwise indicated.

GENERAL OVERVIEW

We were incorporated in Nevada on August 18, 2003. Since inception, we have been
a company primarily engaged in the acquisition and exploration of natural
resource properties.

On January 20, 2005, we purchased the Railway Prospect property in Ontario
Canada, consisting of 633 acres, including within 16 unpatented mining claim
units, we purchased the property from Pilgrim Creek Mining Ltd.

OUR CURRENT BUSINESS

We are currently engaged in the business of the acquisition, exploration and
development of natural resource mineral properties with a focus on the
exploration and development of deposits in North America and internationally.
Our mineral interests consist of the Railway Prospect. We have not established
any proven or probably reserves on the Railway Prospect.

RAILWAY PROSPECT PROPERTY, ONTARIO CANADA

The Railway Prospect property, consists of 633 acres, included within 16
unpatented mining claim units. The claim was recorded on January 27, 2004. On
January 20, 2005, we purchased the property from Pilgrim Creek Mining Ltd. for
$7,000.

The Railway Prospect property, centered at approximately 46 (Degree) 38' N
latitude and 80 (Degree) 40' W longitude or 524401m E and 5164264m N (NAD83,
Zone 17; NTS 41 l/10), is located in the lowermost corner of the southwest
quadrant of Scadding Township, at the boundary with MacLennan Township to the

                                       10
<PAGE>
west and Street township to the south. Access to the Railway Property can be
made by traveling along the now abandoned railway bed which can be accessed at
various points via municipal roadways such as the Kukagami Lake Road; the
railway "road" passes through the central portion of the mining claim. The
Railway Property is proximal to the Sudbury Mining Camp and the history of past
mineral production in the region provides all manner of infrastructure necessary
for the timely exploration and development of mineral properties.

The claim has had no known mineral exploration. We have not carried out any
exploration work on the claim and have incurred no exploration costs. During our
year ended June 30, 2008, we re-staked the claim, which is now in good standing
until February 2010. We have not carried out any exploration work on the claim
nor have we incurred any exploration costs. Our geologist has concluded that the
Railway Prospect Property claim is a good prospect for the discovery of gold
mineralization. He has recommended a two-base surface exploration program to
further examine the property. Management anticipates that the cost of the
proposed program is approximately $6,000 for the initial phase of exploration
and approximately $10,000 for the second phase. We believe that the initial
exploration phase will be supported by generators. Water required for
exploration and development is available in the area. Management anticipates
that commencement of phase I of the exploration program is in the spring/summer
of 2008. On May 5, 2008, our then President/Chief Executive Officer, Lynn Wigen
loaned $10,000 to us so that sufficient funds are available for commencement of
phase I of the exploration program.

In the event our claim does not contain any reserves, all funds that we have
spent on exploration will be lost. Even if we complete our current exploration
program and are successful in identifying a mineral deposit, we will be required
to expend substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral deposit or reserve.

There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators.
Water required for exploration and development of the claim is available in the
area.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the twelve month
period ending March 31, 2010.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2009, our company had no off-balance sheet arrangements,
including any outstanding derivative financial statements, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. Our
company does not engage in trading activities involving non-exchange traded
contracts.

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis. Our only
employee is our sole director and officer. We do not expect any significant
changes in the number of employees during the next twelve month period. We
presently conduct our business through agreements with consultants and
arms-length third parties.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008

The following summary of our results of operations should be read in conjunction
with our financial statements for the three month period ended March 31, 2009
and 2008.

We have not generated any revenue since inception and are dependent upon
obtaining financing to pursue our business activities. For these reasons, our
auditors believe that there is substantial doubt that we will be able to
continue as a going concern.

                                       11
<PAGE>
Our operating results for the three month period ended March 31, 2009 and 2008
and the changes between those periods for the respective items are summarized as
follows:

<TABLE>
<CAPTION>
                                                                          Change Between
                                 Three Month        Three Month      Three Month Period Ended
                                 Period Ended       Period Ended         March 31, 2009 and
                                March 31, 2009     March 31, 2008          March 31, 2008
                                --------------     --------------          --------------
<S>                                <C>                <C>                     <C>
Revenue                            $    Nil           $    Nil                $    Nil
Bank Charges and Interest          $     27           $     27                $    Nil
Filing and transfer agent fees     $    260           $  1,463                $ (1,203)
Professional fees                  $  2,985           $  1,750                $  1,235
Mineral properties                 $    Nil           $    Nil                $    Nil
Office expenses                    $    Nil           $    Nil                $    Nil
Net loss                           $ (3,272)          $ (3,240)               $    (32)
</TABLE>

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008

The following summary of our results of operations should be read in conjunction
with our financial statements for the nine month period ended March 31, 2009 and
2008.

We have not generated any revenue since inception and are dependent upon
obtaining financing to pursue our business activities. For these reasons, our
auditors believe that there is substantial doubt that we will be able to
continue as a going concern.

Our operating results for the nine month period ended March 31, 2009 and 2008
and the changes between those periods for the respective items are summarized as
follows:

<TABLE>
<CAPTION>
                                                                          Change Between
                                  Nine Month         Nine Month       Nine Month Period Ended
                                 Period Ended       Period Ended         March 31, 2009 and
                                March 31, 2009     March 31, 2008          March 31, 2008
                                --------------     --------------          --------------
<S>                                <C>                <C>                     <C>
Revenue                            $    Nil           $    Nil                $    Nil
Bank Charges and Interest          $    177           $    112                $     65
Filing and transfer agent fees     $  1,867           $ 16,361                $(14,494)
Professional fees                  $ 15,405           $  9,045                $  6,360
Mineral properties                 $    Nil           $    Nil                $    Nil
Office expenses                    $    220           $    304                $    (84)
Net loss                           $(17,669)          $(25,822)               $  8,153
</TABLE>


                                       12
<PAGE>
LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

<TABLE>
<CAPTION>
                                      Nine month                               Change between
                                     Period Ended         Year Ended         March 31, 2009 and
                                    March 31, 2009       June 30, 2008         June 30, 2008
                                    --------------       -------------         -------------
                                         ($)                  ($)                   ($)
<S>                               <C>                    <C>                  <C>
Current Assets                             308               10,616               (10,308)
Current Liabilities                     43,500               36,139                 7,361
Working Capital/(Deficit)              (43,192)             (25,523)              (17,669)

CASH FLOWS
                                                                                               Change Between
                                                       Nine Month         Nine Month       Nine Month Period Ended
                                                      Period Ended       Period Ended         March 31, 2009 and
                                                     March 31, 2009     March 31, 2008          March 31, 2008
                                                     --------------     --------------          --------------
                                                          ($)                ($)                      ($)

Net Cash (used in) Operating Activities                (18,808)           (25,822)                   7,014
Net Cash provided by Financing Activities                8,500             20,000                   11,500
Net cash used for Investing Activities                     Nil                Nil                      Nil
                                                       -------            -------                  -------
Net Increase (Decrease) in Cash During Period          (10,308)            (5,822)                  (4,486)
                                                       =======            =======                  =======
</TABLE>

As of March 31, 2009, our total assets were $308 and our total liabilities were
$43,500 and we had a working capital deficit of $43,192. Our financial
statements report a net loss of $17,669 for the nine months ended March 31,
2009, and a net loss of $70,192 for the period from August 18, 2003 (inception)
to March 31, 2009.

GOING CONCERN

Due to the uncertainty of our ability to meet our current operating and capital
expenses, in their report on the annual financial statements for the year ended
June 30, 2008, our independent auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern.

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. At this time, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock or through a loan from our directors to meet
our obligations over the next twelve months. We do not have any arrangements in
place for any future debt or equity financing.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with the accounting principles generally accepted in the United States of
America. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financial statements.

We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. In general, management's estimates are based
on historical experience, on information from third party professionals, and on

                                       13
<PAGE>
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.

MINERAL PROPERTY COSTS

Our company is primarily engaged in the acquisition, exploration and development
of mineral properties.

Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date our
company has not established any proven or probable reserves on our mineral
properties. Our company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets. As at June 30, 2008, any potential costs relating to the retirement of
our company's mineral property interest has not yet been determined.

USE OF ESTIMATES AND ASSUMPTIONS

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

The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion our company is
not exposed to significant interest, currency or credit risks arising from these
financial instruments.

ENVIRONMENTAL COSTS

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or our company's commitments to plan of action
based on the then known facts.

INCOME TAXES

Our company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

At June 30, 2008, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

Our company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.

                                       14
<PAGE>
Our company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.

STOCK-BASED COMPENSATION

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005,
the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 107, "Share-Based Payment", which provides supplemental
implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on the grant date fair value
of the award. SFAS No. 123R was to be effective for interim or annual reporting
periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a
rule that will permit most registrants to implement SFAS No. 123R at the
beginning of their next fiscal year, instead of the next reporting period as
required by SFAS No. 123R. The pro-forma disclosures previously permitted under
SFAS No. 123 no longer will be an alternative to financial statement
recognition. Under SFAS No. 123R, our company must determine the appropriate
fair value model to be used for valuing share-based payments, the amortization
method for compensation cost and the transition method to be used at date of
adoption.

The transition methods include prospective and retroactive adoption options.
Under the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. Our company adopted the modified prospective approach of
SFAS No. 123R for the quarter beginning December 1, 2005. Our company did not
record any compensation expense for the period ended June 30, 2008 because there
were no stock options outstanding prior to the adoption or at June 30, 2008.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on our company's future reported financial position or
results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. This adoption of this statement is not
expected to have a significant effect on our company's future reported financial
position or results of operations.

                                       15
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

ITEM 4T. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer and our principal financial officer and principle accounting officer) to
allow for timely decisions regarding required disclosure.

As of March 31, 2009, the end of our quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our
president (our principal executive officer and our principal financial officer
and principle accounting officer), of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president (our principal executive officer and our principal financial officer
and principle accounting officer) concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during the quarter ended March 31, 2009 that have materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Much of the information included in this quarterly report includes or is based
upon estimates, projections or other "forward looking statements". Such forward
looking statements include any projections and estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

                                       16
<PAGE>
RISKS ASSOCIATED WITH MINING

OUR MINERAL PROPERTIES IS IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT
WE CAN ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON ANY OF OUR PROPERTY IN
COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY
REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS
THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A
COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.

Despite exploration work on our mineral property, we have not established that
it contains any mineral reserve, nor can there be any assurance that we will be
able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our
properties, there can be no assurance that we will be able to develop our
properties into producing mines and extract those resources. Both mineral
exploration and development involve a high degree of risk and few properties
which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a
number of factors including, by way of example, the size, grade and other
attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN
IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE
LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON
OUR PROPERTIES, OUR BUSINESS MAY FAIL.

Both mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. There can be no assurance that we
will be able to obtain or maintain any of the permits required for the continued
exploration of our mineral properties or for the construction and operation of a
mine on our properties at economically viable costs. If we cannot accomplish
these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to remain in compliance. Current laws and regulations could be amended
and we might not be able to comply with them, as amended. Further, there can be
no assurance that we will be able to obtain or maintain all permits necessary
for our future operations, or that we will be able to obtain them on reasonable
terms. To the extent such approvals are required and are not obtained, we may be
delayed or prohibited from proceeding with planned exploration or development of
our mineral properties.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE ON ANY OF OUR PROPERTIES IN
A COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER
TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS
ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR
BUSINESS COULD FAIL.

If we do discover mineral resources in commercially exploitable quantities on
any of our properties, we will be required to expend substantial sums of money
to establish the extent of the resource, develop processes to extract it and
develop extraction and processing facilities and infrastructure. Although we may

                                       17
<PAGE>
derive substantial benefits from the discovery of a major deposit, there can be
no assurance that such a resource will be large enough to justify commercial
operations, nor can there be any assurance that we will be able to raise the
funds required for development on a timely basis. If we cannot raise the
necessary capital or complete the necessary facilities and infrastructure, our
business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS.
WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR
SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN
ADVERSE IMPACT ON OUR COMPANY.

Mineral exploration, development and production involves many risks which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration for mineral resources and, if we discover a mineral resource
in commercially exploitable quantity, our operations could be subject to all of
the hazards and risks inherent in the development and production of resources,
including liability for pollution, cave-ins or similar hazards against which we
cannot insure or against which we may elect not to insure. Any such event could
result in work stoppages and damage to property, including damage to the
environment. We do not currently maintain any insurance coverage against these
operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material adverse impact on our company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

We expect to derive revenues, if any, either from the sale of our mineral
resource properties or from the extraction and sale of precious and base metals
such as gold, silver and copper. The price of those commodities has fluctuated
widely in recent years, and is affected by numerous factors beyond our control,
including international, economic and political trends, expectations of
inflation, currency exchange fluctuations, interest rates, global or regional
consumptive patterns, speculative activities and increased production due to new
extraction developments and improved extraction and production methods. The
effect of these factors on the price of base and precious metals, and therefore
the economic viability of any of our exploration properties and projects, cannot
accurately be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL
CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO
ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO
REDUCE OR CEASE OPERATIONS.

The mineral exploration, development, and production industry is largely
un-integrated. We compete with other exploration companies looking for mineral
resource properties. While we compete with other exploration companies in the
effort to locate and acquire mineral resource properties, we will not compete
with them for the removal or sales of mineral products from our properties if we
should eventually discover the presence of them in quantities sufficient to make
production economically feasible. Readily available markets exist worldwide for
the sale of mineral products. Therefore, we will likely be able to sell any
mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical facilities. This
competition could adversely affect our ability to acquire suitable prospects for
exploration in the future. Accordingly, there can be no assurance that we will
acquire any interest in additional mineral resource properties that might yield
reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO BASE AN EVALUATION OF OUR
BUSINESS AND PROSPECTS.

We have been in the business of exploring mineral resource properties since
August 18, 2003 and we have not yet located any mineral reserve. As a result, we
have never had any revenues from our operations. In addition, our operating
history has been restricted to the acquisition and exploration of our mineral
properties and this does not provide a meaningful basis for an evaluation of our
prospects if we ever determine that we have a mineral reserve and commence the
construction and operation of a mine. We have no way to evaluate the likelihood

                                       18
<PAGE>
of whether our mineral properties contain any mineral reserve or, if they do
that we will be able to build or operate a mine successfully. We anticipate that
we will continue to incur operating costs without realizing any revenues during
the period when we are exploring our properties. We therefore expect to continue
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from mining operations and any
dispositions of our properties, we will not be able to earn profits or continue
operations. At this early stage of our operation, we also expect to face the
risks, uncertainties, expenses and difficulties frequently encountered by
companies at the start up stage of their business development. We cannot be sure
that we will be successful in addressing these risks and uncertainties and our
failure to do so could have a materially adverse effect on our financial
condition. There is no history upon which to base any assumption as to the
likelihood that we will prove successful and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL
PROPERTIES AS A GOING CONCERN.

We have not generated any revenue from operations since our incorporation and we
anticipate that we will continue to incur operating expenses without revenues
unless and until we are able to identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and we build and
operate a mine. We had cash and cash equivalents in the amount of $308 as of
March 31, 2009. At March 31, 2009, we had a working capital deficit of $43,192.
We incurred a net loss of $3,272 for our quarter ended March 31, 2009 and have a
net loss of $70,192 since inception. Our planned exploration requires additional
funding and we are exploring ways to raise the funds required. As we cannot
assure a lender that we will be able to successfully explore and develop our
mineral properties, we will probably find it difficult to raise debt financing
from traditional lending sources. We have traditionally raised our operating
capital from sales of equity and debt securities, but there can be no assurance
that we will continue to be able to do so. If we cannot raise the money that we
need to continue exploration of our mineral property, we may be forced to delay,
scale back, or eliminate our exploration activities. If any of these were to
occur, there is a substantial risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in
their report dated September 10, 2008, to comment about our company's ability to
continue as a going concern. Management has plans to seek additional capital
through a private placement and public offering of its capital stock. These
conditions raise substantial doubt about our company's ability to continue as a
going concern. Although there are no assurances that management's plans will be
realized, management believes that our company will be able to continue
operations in the future. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event our company cannot continue in existence." We continue to
experience net operating losses.

RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR
STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board
is often thin and characterized by wide fluctuations in trading prices, due to
many factors that may have little to do with our operations or business
prospects. This volatility could depress the market price of our common stock
for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board
is not a stock exchange, and trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on a quotation system
like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have
difficulty reselling any of their shares.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are

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covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these 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 agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission, the Financial Industry Regulatory Authority has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority's requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

Effective May 5, 2009, Ben Anderson resigned as president, secretary, treasurer
and a member of the board of directors of our company and Simone Maria Anderson
was appointed as president, secretary, treasurer and as a member of the board of
directors.

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SIMONE MARIA ANDERSON

Since 1998, Ms. Anderson has been the President and founder of SISI Investments,
a company engaged in building and investing in the Nevada and California real
estate markets. Ms. Anderson's activities include project financing, market
analysis and the development of both commercial and residential properties.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K

Number                              Description
------                              -----------

(3)       ARTICLES OF INCORPORATION AND BYLAWS

3.1       Articles of Incorporation (incorporated by reference to our
          registration statement on form SB-2 filed on February 17, 2005)

3.2       Bylaws (incorporated by reference to our registration statement on
          form SB-2 filed on February 17, 2005)

(10)      MATERIAL CONTRACTS

10.1      Mineral Property Purchase Agreement dated January 20, 2005 between our
          company and Pilgrim Creek Mining Ltd. (incorporated by reference to
          our registration statement on form SB-2 filed on February 17, 2005)

(14)      CODE OF ETHICS

14.1      Code of Ethics

(31)      SECTION 302 CERTIFICATIONS

31.1*     CEO Certification pursuant to Rule 13a-14(a) under the Securities
          Exchange Act of 1934

(32)      SECTION 906 CERTIFICATION

32.1*     CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

----------
*  filed herewith

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                                   SIGNATURES

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

                                    STERLING EXPLORATION, INC.
                                          (Registrant)


Dated: May 19, 2009                 /s/ Simone Maria Anderson
                                    --------------------------------------------
                                    Simone Maria Anderson
                                    President, Secretary, Treasurer and Director
                                    (Principal Executive Officer, Principal
                                    Financial Officer and Principal Accounting
                                    Officer)

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