UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year ended**June
                30, 2007**[  
                ]
            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACTFor
                the transition period from _________ to ________Commission
                file number**000-27645**





**Ivany
                Mining, Inc.**(Name
                of small business issuer in its
                charter)




**Delaware**
            **88-0258277**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**8720-A
                Rue Du Frost**
              **St
                Leonard, Quebec Canada**
            **H1P
                2Z5**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number:**(****514)-325-4567**




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **Not
                Applicable**Securities
                registered under Section 12(g) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**Common
                Stock, par value $0.001**
            **Not
                Applicable**





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 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 [ ]**





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will 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-KSB or any amendment
      to
      this Form 10-KSB [ ]





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





State
      issuer’s revenue for its most recent fiscal year. **$0**





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. **Not
      available.**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **20,246,032
      Common Shares as of September 26, 2007.**





Transitional
      Small Business Disclosure Format (Check One): **Yes:
      __; No X**




Table
          of Contents





**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            14Item
                3.
            Legal
                Proceedings
            19Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            19PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            19Item
                6.
            Plan
                of Operation
            21Item
                7.
            Financial
                Statements
            24Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            25Item
                8A.
            Controls
                and Procedures
            25Item
                8B.
            Other
                Information
            26PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            26Item
                10.
            Executive
                Compensation
            29Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            30Item
                12.
            Certain
                Relationships and Related
                Transactions
            32Item
                13.
            Exhibits
            34Item
                14.
            Principal
                Accountant Fees and Services
            34


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PART
      I


**Item1.
      Description of Business**





**In
      General**





Subsequent
      to the reporting period on July 18, 2007, we changed our name to Ivany Mining,
      Inc. We are now in the business of mineral exploration and development. We
      have
      recently acquired or entered into agreements to acquire several mineral claims
      in the provinces and Quebec and Alberta, Canada. Our plan is to attempt to
      identify and pursue opportunities for the acquisition and development of mining
      properties in Canada and around the world.





We
      are
      focused on the strategic acquisition and development of uranium, diamond, base
      metals, and precious metal properties on a worldwide basis. Our long-term
      objective is to become a sustainable mid-tier base & precious metal producer
      in Canada & Cambodia, to the benefit of all stakeholders, in a socially and
      environmentally responsible manner. Our overall strategy is to rapidly advance
      our recently acquired/optioned base & precious metal exploration properties.





Exploration
      of our mineral claims is required before a final determination as to their
      viability can be made. The existence of commercially exploitable mineral
      deposits in our mineral claims is unknown at the present time and we will not
      be
      able to ascertain such information until we receive and evaluate the results
      of
      our exploration programs.





**Zama
      Lake Pb-Zn Property**





**Acquisition
      of Property**





On
      September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the
      “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms
      of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining
      claims located in the Zama Lake area of northern Alberta, Canada. Under the
      Purchase Agreement, we must pay Star Uranium a purchase price of $100,000CDN
      on
      or before October 31, 2007. Also, we will be required to deliver to Star Uranium
      150,000 shares of our common stock as additional consideration for the purchased
      mining claims. The mining claims transferred under the Purchase Agreement cover
      a total of approximately 92,160 hectares.





Under
      the
      Purchase Agreement, we have also agreed to invest certain minimum amounts in
      the
      development of the mineral properties. Subject to any negotiated adjustments
      which may be made by the parties based on future geological evaluation, we
      are
      required to spend a minimum of $400,000CDN toward exploration of the properties
      before May 16, 2008 and an additional $1,000,000CDN toward exploration and
      development before May 16, 2010.





Star
      Uranium has retained a 2% smelter royalty on the properties and has retained
      all
      diamond rights. We have the option to buy-down the retained net smelter royalty
      to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any
      time. The Purchase Agreement,


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which
      is
      in the form of a short Letter of Intent, may be replaced by a more formal
      agreement if deemed necessary by the parties.





On
      September 12, 2007, we acquired additional claims in Alberta under an Alberta
      Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and
      Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase
      Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six
      mining claims located in the province of Alberta, Canada.





In
      exchange for the mining claims transferred to us under the Purchase Agreement,
      we are required to pay a total of $20,000 ($10,000 each) to Mr. Ivany and Royal
      Atlantis on or before November 15, 2007.





In
      2007,
      Ivany Mining Inc. hired Paul A. Hawkins & Associates Ltd. an independent
      geological services firm to further analyze and complete a National Instrument
      43-101 compliance form on the property. The report covers the property optioned
      from Star Uranium and outlines a detailed exploration program that the company
      is anxious to begin this year.





**Description
      and Location of the Zama Lake Property**





The
      Zama
      Lake Pb-Zn consists of ten metallic mineral permits covering 92,160 hectares
      (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The
      property is a grass roots Pb-Zn Play staked as the result of the discovery
      of
      anomalous sphalerite and galena grains found in till samples collected during
      diamond exploration. The property area is forested and hosts parts of the Zama
      Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases
      and are located within the property. The First Nation Dene Tha’
(Assumption-Habay-Chateh) settlement exists to the south of the property.





The
      Zama
      Lake Pb-Zn consists of ten metallic mineral permits covering 92,160 hectares
      (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The
      property is a grass roots Pb-Zn Play staked as the result of the discovery
      of
      anomalous sphalerite and galena grains found in till samples collected during
      diamond exploration. The property area is forested and hosts parts of the Zama
      Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases
      and are located within the property. The First Nation Dene Tha’
(Assumption-Habay-Chateh) settlement exists to the south of the property.





The
      Zama
      Lake Pb-Zn property is accessible by road from either the Mackenzie Highway
      just
      north of Meander River or from the south off the Rainbow Lake Highway. Both
      the
      Mackenzie Highway and the Rainbow Lake Highway are paved well-maintained
      provincial highways.





Access
      from the east originates off the Mackenzie Highway #35 about 80 km north of
      High
      Level, then 67 km west along a relatively straight all weather improved gravel
      road to Zama City. This road was completed in 2000, by the M.D. of Mackenzie
      and
      replaced a private road built by the oil companies who operated in the area.
      Access from the south originates off of the Rainbow Lake Highway #58 about
      87 km
      west of High Level, then north towards Hay Lake and avoiding


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Assumption
      / Chateh P.O., then about 90 km northwest along gravels roads to Zama City.
      The
      road is relatively well marked but is longer, windier, and involves several
      turns.





Local
      resources on the property at Zama City with a permanent population of 250 are
      limited given the focus on infrastructure serving the oil and gas industry.
      Several open camps exist to house a temporary workforce which numbers in the
      winter months up to 4,000 in size. A large gas plant is operated by Apache
      Canada at Zama Lake. Apache also operates a 4,200 ft long paved airstrip near
      the plant.





The
      Zama
      Lake property has undergone significant oil & gas exploration since the Keg
      River Formation discovery in 1976. Numerous wells now dot parts of the property.
      Several oil & gas pipelines cross the property. These developments provide
      access into a lot of the property however most exploration drilling is done
      during the winter months. Granular aggregate is in short supply in the region
      and most roads are surfaced with fine-grained till that is used for their
      foundation. Only roads that are surfaced with gravel can be used during wet
      weather conditions. A wealth of subsurface data is available for the area but
      it
      is largely focused on deeper oil and gas pools at 500 - 1600 m depth.





Most
      services are available in the town of High Level with a population of 4,200
      people. The town boasts provincial government offices, a number of hotels,
      banks, schools, a college and hospital. A number of oil drilling contractors,
      construction companies and heavy equipment companies have offices in High Level.
      High Level has daily direct turbo-prop service to Edmonton and Calgary. The
      area
      also has courier, Greyhound bus and rail service. Fixed wing and rotary wing
      charter aircraft are available locally. Other industries present include farming
      and two forestry mills. A wide spectrum of services is provided locally, while
      most other services are available in Edmonton. Winter is usually the busy season
      for forestry and the oil & gas industry.





**Exploration
      Potential**





The
      presence of anomalous concentrations of sphalerite and galena in the coarse
      sand
      fraction of till from the Zama Lake area suggests the possible presence of
      proximal Pb-Zn mineralization. Given the area geology, this mineralization
      may
      be either Sedex mineralization in the underlying shale or MVT mineralization
      in
      the deeper carbonates.





Northern
      Alberta hosts a thick sequence of shale, which is cut by the Great Slave Shear
      Zone which extends southwest from the Pine Point area into the Zama Lake /
      Rainbow Lake area. Core studies of Keg River carbonate in the area show
      dolomitization, brecciation, and the presence of cements containing fluorite,
      chalcopyrite, sphalerite, and / or galena, which are indicative of hydrothermal
      activity in the immediate region. This hydrothermal activity is likely present
      because the association of higher temperature saddle dolomite with epigenetic
      lead and zinc mineralization, hydrocarbons, and sulfate-rich carbonate proximal
      to major basement faults. The discovery of significant concentrations of Zn
      and
      Pb in modern saline formation waters emanating from Middle Devonian Keg River
      Formation in northern Alberta suggests a possible ore-source in the area that
      has not yet been discovered (Hitchon, 1993).




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Throughout
      northern Alberta and southern Northwest Territories, numerous and extensive
      thick carbonate successions occur in the cratonic platform wedge of strata
      within the Western Canadian Sedimentary Basin. These same rocks host the Pine
      Point MVT mineralization. No Sedex deposits have been found in Cenozoic or
      Mesozoic age rocks but there is a clear association and close genetic link
      between deposit types. Potential exists for both types of deposit in the Zama
      Lake area.





The
      exploration potential of the Zama Lake Pb-Zn property lies in the recognition
      that the discovery of sphalerite, galena, barite grains in heavy mineral
      concentrates are being indicative of the metal bearing hydrothermal fluids
      ascending through a sedimentary package which hosts carbonates and shale where
      they could have deposited economic Pb-Zn deposits. Previous to this, sphalerite
      and galena occurrences were known in the Devonian carbonate rocks in oil wells
      in northern Alberta. High levels of metals were also found in saline formation
      waters in Devonian Keg River Formation. Both the federal (GSC) and provincial
      (AGS) geological surveys have been promoting the Pb-Zn conceptual potential
      of
      the Western Canadian Sedimentary Basin for several years (Rice, 2001; Hannigan,
      2002; Hannigan et al., 2003). Previous analyses of Devonian formation waters
      in
      Northern Alberta show these waters to be Pb-rich and are thus not related to
      Pine Point because the deposit is Zn-rich. Recent analysis shows that Zn values
      are in an order of magnitude greater than Pb (Hannigan et al., 2003). Lead
      isotope dating of the Pine Point deposits is 290 Ma (290 million years ago
      or
      Late Pennsylvanian age). The metal-bearing fluids responsible for Pine Point
      are
      much older and likely different than modern formation waters. Modern formation
      waters are likely driven by a Laramide deformation event within the Cretaceous.
      This would make the whole sedimentary package prospective for Pb-Zn deposition.





The
      presence of the classical Pb - Zn - Mo anomalous geochemistry on a regional
      basis in the surficial environment in the clay silt fraction of till within
      the
      Zama Lake area indicates proximal source and not a far traveled transported
      anomaly. This potential has only recently been recognized. The structural
      setting of the Zama Lake Area along parallel structures to the MacDonald -
      Great
      Slave Fault northeast-southwest system and cross cutting northwest-southwest
      structures is similar in setting to the Pine Point Area. Most of these
      structures are basement features, which have been reactivated over time and
      penetrate nearly the full sedimentary package. These structures are likely
      one
      of the major controls localizing mineralization.





Exploration
      on the Zama Lake property consisting of till sampling, examination of indicator
      mineral concentrates and silt geochemistry indicates the likely proximal
      presence of Pb-Zn mineralization near surface. The best potential likely exists
      along structural breaks (faults), collapse structures, porous zones (tuffs),
      and
      proximal or up dip of petroleum zones. This potential likely exists beyond
      the
      carbonates at depth and into the shale. Further work is required to evaluate
      this grass-roots Pb-Zn property of merit.


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**Geological
      Exploration Program in General and Recommendations From Our**  **Consulting
      Geologist**





We
      have
      obtained an independent Technical Report on the Zama Lake property from Paul
      A.
      Hawkins, P.Eng. Mr. Hawkins prepared the Technical Report and reviewed all
      available exploration data completed on these mineral claims.





The
      property that is the subject of the Zama Lake property is undeveloped and does
      not contain any open-pit or underground mines which can be rehabilitated. There
      is no commercial production plant or equipment located on the property that
      is
      the subject of the mineral claim. We have not yet commenced the field work
      phase
      of our initial exploration program. Exploration is currently in the planning
      stages. Our exploration program is exploratory in nature and there is no
      assurance that mineral reserves will be found.





In
      order
      to further evaluate the potential of the Zama Lake property, our consulting
      geologist has recommended a two-phase exploration program.




Phase
      I





Sub-surface
      data should be compiled from select wells on the property to compile the shallow
      stratigraphy from well logs. Any structural information from the logs would
      also
      be valuable. Bedrock topography would also be important to avoid areas of deep
      overburden. This information can likely be acquired at a minimum cost.





Further,
      more extensive bulk till and silt geochemical sampling should be untaken at
      a
      higher density using ATV for better access into more remote and wetter areas
      where summer access does not exist. Coverage of silt geochemistry sampling
      should be expanded beyond that of addition bulk till sampling. Orientation
      studies should also be undertaken to define variation with depth and lateral
      variation within burrow pits near current anomalous areas. Increasing bulk
      till
      sample size should also be evaluated. Data from GSC / AGS multi-element sampling
      should be fully integrated into a single database.





Isotopic
      age dating of the sulfide indicator minerals recovered is warranted to date
      the
      age of the mineralization. The age date for mineralization at Pine Point is
      290
      million years ago. The age date for mineral at Zama Lake in the subsurface
      within Devonian carbonates is of a similar age. Mineralization near surface
      may
      relate to the Laramide Orogeny 47 ±10 Ma (million years ago). This Laramide
      Orogeny likely deforms rocks up and including Cretaceous age rock. If the age
      dates are much younger than the old lead dates for Pine Point, the potential
      for
      the play increases significantly. Several of the grains should have their
      isotopic composition determined.





Processing
      of aeromagnetic data should be completed and targets selected for ground
      follow-up. Follow-up ground geophysics should likely initially consist of ground
      magnetometer, VLF-EM, HLEM and selected induced polarization (IP) surveys.
      The
      best suite of surveys should be determined given the local ground conditions
      and
      overburden thickness. It will likely be possible in some cases to use
      pre-existing grid lines from seismic surveys. Further airborne EM
      with


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magnetics
      in some areas may be warranted. The Phase I program would likely define some
      preliminary drill targets by late fall. Total cost for the Phase I program
      is
      estimated at $400,000.





Phase
      II





The
      recommended Phase II program is largely a winter drilling program because of
      access issues. A suite of ground geophysics would delineate drill targets.
      Drilling would then be conducted on defined targets within 152.4 m (500 ft)
      of
      surface. Where possible, surface access would be gained by using pre-existing
      winter roads. Operations would likely be based out of one of Zama City’s open
      camps. Special care would be required in areas of shallow natural gas. The
      special care procedures would not be cost prohibitive but include extra training
      of crews, spark arrestor on diesel engines and gas deflector on casings. The
      drilling component of the Phase II program budget is contingent on the
      delineation of suitable drill targets. A phase II budget of $1,000,000 is
      recommended.





**Exploration
      Budget**




**Phase
              I -
              Summer / Early Fall**Well
                Log Data Compilation
            $
            25,000Heavy
                Mineral Sampling
            $
            25,000Laboratory
                & Isotopic Analysis
            $
            35,000Ground
                Geophysics (IP, EM and Mag)
            $
            265,000Project
                Management and Reporting
            $
            50,000**Phase
                I Total**
            **$**
            **400,000**
            
            **$**
            **400,000****Phase
                II -- Winter**Ground
                Geophysics (IP, EM and Mag)
            $
            200,000Diamond
                Drilling (3000 m.)
            $
            750,000Project
                Management and Reporting
            $
            50,000**Sub-total=**
            **$**
            **1,000,000**
            
            **$**
            **1,000,000****Project
                Total=**
            **$**
            **1,400,000**





**Compliance
      with Government Regulation**





The
      Metallic Minerals and Industrial Minerals Permits (“Permits”) which comprise the
      Zama Lake Property were staked under the terms of the Mines and Minerals Act
      -
      Metallic and Industrial Minerals Tenure Regulation (AR 145/2005). The permits
      grants the holder:




(a)
      the
      non-exclusive right to explore for metallic and industrial minerals on the
      surface of the location,




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(b)
      the
      exclusive right to explore for metallic and industrial minerals in the
      subsurface strata within and under the location, and


(c)
      the
      right to remove samples of metallic and industrial minerals from the location
      for the purposes of assaying and testing and of metallurgical, mineralogical
      and
      other scientific studies. (AR 145/2005)





The
      regulations require that the recorded holder of permits shall perform, or have
      performed, exploration and development work (assessment work) on the permits
      to
      a per hectare value of $5 in the first assessment period. A permit assessment
      period is two years. In the second and third assessment periods this increases
      to $10 per hectare. In the fourth to seventh assessment period this increases
      to
      $15 per hectare. No filing fees are associated with filing assessment work.
      These assessment work requirements are calculated from the date of issue of
      the
      current permit.


A
      permit
      may be held for fourteen years and can vary in size from a minimum of 16
      hectares to a maximum of 9,216 hectares. Permit boundaries are defined by the
      Alberta Township Survey system. Permit locations are therefore defined by a
      township, range, section, and legal subdivision. A township is 9,216 hectares
      in
      size while a section is 256 hectares. A legal survey division (“LSD”) is 16
      hectares in size. Permits may be grouped for application of assessment work
      provided they are contiguous.





The
      holder of a permit may after two years apply for a lease provided the first
      year’s rent for the lease is paid in advance and the Minister of Energy has been
      provided evidence that a deposit exists on the location applied for. The lease
      has a term of fifteen years and may be extended a further fifteen years upon
      approval of the Minister of Energy. The lease permits the holder to hold the
      ground fee simple without further assessment work requirements.





Prospecting
      for Crown minerals using hand tools is permitted throughout Alberta without
      a
      license, permit, or regulatory approval, as long as there is no surface
      disturbance (AR 213, 1998). Prospecting on privately owned land or land under
      lease is permitted without any departmental approval, however, the prospector
      must obtain consent from the landowner or leaseholder before starting to
      prospect. Unoccupied public lands may be explored without restriction, but
      as a
      safety precaution prospectors working in remote areas should inform the local
      Sustainable Resource Development (forestry) office of their location.





When
      prospecting, the prospector can use a vehicle on existing roads, trails and
      cut
      line. If the work is on public land, the prospector can live on the land in
      a
      tent, trailer, or other shelter for up to fourteen days. For periods longer
      than
      fourteen days, approval should be obtained from the Land Administration
      Division. If the land is privately owned or under lease, the prospector must
      make arrangements with the landowner or leaseholder. Exploration approval is
      not
      needed for aerial surveys or ground geophysical and geochemical surveys,
      providing they do not disturb the land or vegetation cover.





If
      mechanized exploration equipment is to be used and/or the land surface
      disturbed, the prospector or company must obtain the appropriate approvals
      and
      permits, as required under the Metallic and Industrial Minerals Exploration
      Regulation. Most projects require an Exploration


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License,
      Exploration Permit and Exploration Approval. The following sections describe
      the
      criteria and procedures for each of these.





An
      Exploration License must be obtained before a person or company can apply for,
      or carry out an exploration program. The license holder is then accountable
      for
      all work done under this exploration program. However, the licensee cannot
      carry
      out any actual exploration activity until the Department of Environmental
      Protection issues an Exploration Approval for each program submitted under
      that
      license. A fee of $50 must accompany the license application. The license is
      valid throughout Alberta and remains in effect as long as the company is
      operating in the province. If a license holder wants to use exploration
      equipment, such as a drilling rig, an Exploration Permit must be obtained.
      A fee
      of $50 must accompany the license application. The permit is valid throughout
      Alberta and remains in effect as long as the company is operating in the
      province.





Approval
      must be obtained if an exploration project involves environmental disturbance
      such as drilling, trenching, bulk sampling or the cutting of grids that involves
      more than limbing trees and removing underbrush. Samples up to 20 kg in size
      may
      be taken for assay and testing purposes, but larger samples must be authorized
      by the Department of Energy. The licensee does not need to hold the mineral
      rights for an area to apply for an Exploration Approval.





Project
      approval is through the Land and Forest Service of Alberta Environmental
      Protection. If an application has been completed and the appropriate field
      staff
      has copies of the program, approval can usually be obtained in about ten working
      days. Each application for exploration approval must be accompanied by a fee
      of
      $100. After receiving exploration approval, the prospector or exploration
      company may conduct the approved activity. However, if they modify their
      program, the designated field officer must be contacted to review and approve
      the changes. A final report must be submitted to Land and Forest Service of
      Alberta Environmental Protection within sixty days following completion of
      the
      exploration program. The report must show the actual fieldwork, and include
      a
      map showing the location of drilling, test pits, excavations, constructed roads,
      existing trails utilized and all other land disturbances.





**Quebec
      Properties**





We
      have
      also acquired a 100% interest in two large sets of mineral claims in the
      province of Quebec, Canada. We have not yet commissioned geological or technical
      reports on these properties and can give no data or other assurances regarding
      their value or exploration potential at this time. We plan to obtain independent
      reports regarding these properties in the near future. The following is a brief
      description of the Quebec properties our plans for conducting initial surveying
      and sampling on these claims:





**Temiscamingue
      property**





The
      Temiscamingue property is located approximately 40 kilometers east of the town
      of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between the
      Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the
      Grenville Province Front. The project is


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accessible
      via logging roads. Government regional stream sediment survey have identified
      many anomalies in the area. Property is strategically located between the claims
      of Superior Diamonds (adjacent to the north) where new kimberlites have recently
      been discovered and the property of Aurizon Mines (adjacent to the south) which
      has reported as much as 100 grams of gold per ton during till sampling with
      the
      objective of identifying the gold dispersion trains previously outlined. Ivany
      Mining has acquired a 100% undivided interest of 24928.68 acres in this mineral
      rich Temiscamingue region.





Regional
      Geology





The
      Superior Province is the largest Archean craton in the world, half of which
      is
      located in Québec. This craton is a highly prospective region for kimberlite
      exploration, meeting all four criteria for hosting economic grades of
      diamond-bearing kimberlite: 1) the presence of an Archean craton; 2) the
      refractive, relatively cool and low-density peridotitic root of the craton
      has
      been insulated against reheating and excessive tectonic reworking; 3) the
      presence of major tectonic structures; and 4) association of diamonds with
      other
      intrusive rocks. Four kimberlite fields have been identified in Québec, the
      Temiscamingue Field being one of these.





Local
      Geology





The
      Property over thrusts 2 geological structural provinces, intruded by
      granite-granodiorite-mafic and ultramafic rocks all faulted and sheared. Fault
      sets and lineaments intersect the Structural Thrust Front.


It
      is on
      the Central-median ridge of the “Temiscamingue Lake Rift” and on the strike of
      many Diamond Kimberlite occurrences.





Stream
      sediment geochemistry points to strong anomalies for Nickel, Uranium, and Rare
      Earths Elements along with good gold potential and many circular shape magnetic
      anomalies to be tested for their Kimberlitic potential.





Surveying
      and Sampling Budget





A
      two-phase exploration program is planned to evaluate the property in the
      Temiscamingue Area of Quebec.  These programs involve the compilation of
      pre-existing data from the Quebec Ministry of Natural Resources and Wildlife
      that should be compiled, to guide to a certain extent specific exploration
      for
      base metal and precious metal mineralization.  An airborne helicopter
      triaxial magnetometer gradiometer survey is recommended to evaluate the
      potential for Kimberlite Indicator Minerals (KIMs).





The
      proposed budget for Temiscamingue in 2008 is CND $600, 000. The program will
      mainly consist of a 100 meter space lined airborne combined survey, Magnetometry
      EM-INPUT and Radiometry, ground follow up, Induced Polarization and
      Scintillometry, geology, stripping, sampling, drilling, and
      analysis.


11
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          of Contents


**Phase
      One**





A
      geophysical airborne survey combined with Mag-EM-radiometry spaced at 100
      meters. The forecast cost for 100 square kilometers is approximately $ 140,000
      Canadian dollars.





Till
                sampling and analysis
            CDN$
            30 000Use
                of heavy machinery, clearing, and connection to paths
            CDN$
            50 000Laboratory
                analysis for multi-element samples
            CDN$
            15 000Miscellaneous,
                supervisory, and overhead
            CDN$
            30 000**TOTAL
                PHASE ONE RECOMMENDATION:**
            **CDN$**
            **265 000**





**Phase
      Two**





The
      second phase consists of geophysical ground survey, stripping,
      channel sampling, and analysis,




Followed
                by a drilling campaign.
            CDN$
            335 000TOTAL
                COST FOR PHASE TWO:
            CDN$
            335 000**TOTAL
                COST FOR BOTH PHASES:**
            **CDN$**
            **600
                000**





**Mont
      Laurier properties**





Ivany
      Mining owns a 100% interest in a large group of claims situated in the area
      of
      Mont Laurier, Quebec, the property is located less than 200 kilometers northwest
      of Montreal and is easily accessible by both paved and gravel roads. The Mont
      Laurier properties were acquired after Nova Uranium and Strateco Resources
      made
      several discoveries in the area. Ivany Mining has claims adjacent to Strateco
      and Nova uranium in a North/South trend. Previous exploration in the area has
      resulted in many uranium showings including a grab sample showing a result
      of
      over 70lbs/ton of U308. Also, there are estimations of sizeable U308 reserves
      in
      the area, but theses reserves are pre NI-43 101 therefore not compliant. With
      the price of U308 recently climbing to $136 per pound, there has been renewed
      interesting the area. The close proximity to a major metropolitan city makes
      this project very attractive as exploration and mining costs are sharply reduced
      as compared to projects in remote areas.





Regional
      Mineralization





The
      Mont
      Laurier Uranium Exploration Camp area is one of many radioactive districts
      scattered throughout the Grenville Structure Province. Many of the Grenville
      radioactive occurrences (chiefly related to intrusives of granitic composition)
      are found in the southwestern extent of the structural province, extending
      from
      southwest Quebec into eastern Ontario.





Local
      Mineralization





The
      Property hosts at least 21 historical uranium showings, where syngenetic uranium
      mineralization is found in metamorphic pegmatites and granites. Some of these
      major mineral showings are comprised of a collection of smaller individual
      uranium occurrences.


12
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As
      a
      general rule, syngenetic uranium deposits form as the result of high temperature
      igneous and/or metamorphic differentiation caused by the exclusion of uranium
      (and other radioactive elements) from the crystal structure of most rock-forming
      minerals. This type of uranium deposit is confined to high-grade metamorphic
      terrains, typically occurring within Achaean to early Proterozoic aged basement
      granite gneiss complexes. Deposits are normally associated with major regional
      scale structural faults and/or structures related to the emplacement of
      deep-seated alkaline intrusive bodies. Host rock lithologies are generally
      granitic in composition, occurring as intricate dyke-sill complexes, varying
      in
      texture from aplitic to pegmatitic. Ore minerals typically include finely
      disseminated crystals of uraninite, uranothorite and allanite, with less common
      secondary minerals like, uranophane or pitchblende.





Surveying
      and Sampling Budget





The
      general strategy for the Mont Laurier property will also consist of two phases.
      The first phase will consist of a magnetic and spectometric airborne survey,
      spaced at 100 meters. The survey will be flown at an altitude of 100 to 120
      meters above ground. A photo-geologist will be used to identify distinct
      characteristics in the rocks in order to determine the best drill targets.





Upon
      completion of the survey, we will follow up by conducting ground-geophysics
      in
      order to identify our top-priority anomalies. The initial ground geophysics
      will
      consist of a scientillometry survey, stripping, blasting and sampling. This
      work
      will be followed by a drilling program.





**Phase
      One**





The
                forecasted cost for 68 square kilometers is
            CDN$
            90 000Heavy
                machinery, ground clearing
            CDN$
            30
                000Sampling
            CDN$
            20 000Laboratories,
                analysis
            CDN$
            12 000Project
                management
            CDN$
            25 000**TOTAL
                COST FOR PHASE ONE:**
            **CDN$**
            **177 000**





**Phase
      Two**





Diamond
                drilling (1000 meters)
            CDN$
            275 000Total
                cost for both phases:
            CDN$
            452,000





**Competition**





The
      mineral exploration industry, in general, is intensely competitive and even
      if
      commercial quantities of reserves are discovered, a ready market may not exist
      for the sale of the reserves.





Most
      companies operating in this industry are more established and have greater
      resources to engage in the production of mineral claims. We have only recently
      acquired or entered into


13
 Table
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agreements
      to acquire our mineral claims and our operations are not well-established.
      Our
      resources at the present time are limited. We may exhaust all of our resources
      and be unable to complete full exploration of the Zama Lake mineral claims
      or
      our other properties. There is also significant competition to retain qualified
      personnel to assist in conducting mineral exploration activities. If a
      commercially viable deposit is found to exist and we are unable to retain
      additional qualified personnel, we may be unable to enter into production and
      achieve profitable operations. These factors set forth above could inhibit
      our
      ability to compete with other companies in the industry and entered into
      production of the mineral claim if a commercial viable deposit is found to
      exist.





Numerous
      factors beyond our control may affect the marketability of any substances
      discovered. These factors include market fluctuations, the proximity and
      capacity of natural resource markets and processing equipment, government
      regulations, including regulations relating to prices, taxes, royalties, land
      tenure, land use, importing and exporting of minerals and environmental
      protection. The exact effect of these factors cannot be accurately predicted,
      but the combination of these factors may result our not receiving an adequate
      return on invested capital.





**Employees**





We
      have
      no employees as of the date of this prospectus. We conduct our business largely
      through agreements with consultants and other independent third party vendors.





**Research
      and Development Expenditures**





We
      have
      not incurred any research or development expenditures since our
      incorporation.





**Subsidiaries**





We
      have
      neither formed, nor purchased any subsidiaries since our
      incorporation.





**Patents
      and Trademarks**





We
      do not
      own, either legally or beneficially, any patent or trademark.





**Item2.
      Description of Property**





**Zama
      Lake Property**





The
      property is located in the Bistcho Lake Area of northern Alberta within the
      Municipal District of Mackenzie No. 23, approximately 700 km (435 miles) north
      northwest of Edmonton (Figure 1). The property lies on the southern margin
      of
      the Cameron Hills in N.T.S. 84M and is centered on 57° 28' N 127° 22' W. The
      nearest supply point to the project is the town of High Level, which is 130
      km
      to the southeast.




14
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          of Contents





The
        ten
        permits, which make up the property, are shown on Figure 2.




15
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          of Contents





16
 Table
          of Contents




**Temiscamingue
        Property**
 
 The
        Temiscamingue property is located approximately 40 kilometers east of the
        town
        of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between
        the
        Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the
        Grenville Province Front.


17
 Table
          of Contents


**Mont
        Laurier properties**
 
 Ivany
        Mining owns a 100% interest in a large group of claims situated in the area
        of
        Mont Laurier, Quebec, the property is located less than 200 kilometers northwest
        of Montreal.


18
 Table
          of Contents




**Corporate
        Offices**
 
 Our
        corporate offices are located at 8720-A Rue Du Frost, St. Leonard, Quebec,
        Canada, H1P 2Z5. Our offices are provided at no cost.
 
 **Item3.
        Legal Proceedings**
 
 As
        of
        June 30, 2007, we were not a party to any pending legal proceeding and were
        not
        aware of any pending legal proceeding to which any of our officers, directors,
        or any beneficial holders of 5% or more of our voting securities are adverse
        to
        us or have a material interest adverse to us.
 
 **Item4.
        Submission of Matters to a Vote of Security
        Holders**
 
 No
        matters were submitted to our security holders for a vote, through the
        solicitation of proxies or otherwise, during the fourth quarter of the fiscal
        year ended June 30, 2007.
 
 **PART
        II**
 
 **Item5.
        Market for Common Equity and Related Stockholder
        Matters**
 
 **Market
        Information**
 
 Our
        common stock is currently quoted on the OTC Bulletin Board. The OTC Bulletin
        Board is a network of security dealers who buy and sell stock. The dealers
        are
        connected by a computer network that provides information on current "bids"
        and
        "asks", as well as volume information. Our shares are quoted on the OTC Bulletin
        Board under the symbol “IVNM **”**
  The
        following table sets forth the range of high and low bid quotations for our
        Common Stock for each of the periods indicated as reported by the NASD OTCBB.
        These quotations reflect inter-dealer prices, without retail mark-up, mark-down
        or commission and may not represent actual transactions.
 
 Fiscal
                  Year Ending June 30, 2007Quarter
                  Ended
              
              High
                  $
              
              Low
                  $September
                  30, 2006
              
              4.50
              
              3.50December
                  31, 2006
              
              4.50
              
              2.50March
                  31, 2007
              
              6.00
              
              2.50June
                  30, 2007
              
              6.00
              
              1.10
 
 On
        September 10, 2007 the last sales price per share of our common stock was
        $0.75.
 
 **Penny
        Stock**
 
 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 market 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
  19
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  transactions
        in such securities is provided by the exchange or 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 of such duties or other
        requirements of the 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 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) a monthly account statement 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 as to transactions involving
        penny stocks, and a signed and dated copy of a written suitability
        statement.
 
 These
        disclosure requirements may have the effect of reducing the trading activity
        for
        our common stock. Therefore, stockholders may have difficulty selling our
        securities.
 
 **Holders
        of Our Common Stock**
 
 As
        of
        September 26, 2007, we had approximately three hundred eighty-three (383)
        holders of record of our common stock.
 
 **Dividends**
 
 There
        are
        no restrictions in our articles of incorporation or bylaws that restrict
        us from
        declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides
        that a corporation may pay dividends out of surplus, out the corporation's
        net
        profits for the preceding fiscal year, or both provided that there remains
        in
        the stated capital account an amount equal to the par value represented by
        all
        shares of the corporation's stock raving a distribution preference.
 
 We
        have
        not declared any dividends, and we do not plan to declare any dividends in
        the
        foreseeable future.
  20
 Table
            of Contents
  **Securities
        Authorized for Issuance Under Equity Compensation Plans**
 
 As
        of
        June 30, 2007, we had no equity compensation plans.
 
 **Recent
        Sales of Unregistered Securities**
 
 There
        have been no sales of unregistered securities during the fiscal year ended
        June
        30, 2007. Subsequent to the reporting period on September
        10, 2007, we entered into a Mining Claims Purchase Agreement (the “Purchase
        Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio. Under the terms
        of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio each
        transferred to us certain mining claims owned by them and located in the
        province of Quebec, Canada. The mining claims acquired under the Purchase
        Agreement cover a total of approximately 10,475 hectares and comprise the
        Mont
        Laurier and T emiscamingue
        properties discussed above
 
 In
        exchange for the mining claims transferred to us under the Purchase Agreement,
        Mr. Ivany, Mr. Cantore, and Ms. Giglio were issued a total of 20,000,000
        shares
        of common stock as follows:
 
 Derek
                  Ivany
              10,000,000
                  sharesVictor
                  Cantore
              7,000,000
                  sharesAnna
                  Giglio
              3,000,000
                  shares
 
 **Item6.
        Plan of Operation**
 
 **Forward-Looking
        Statements**
  Certain
        statements, other than purely historical information, including estimates,
        projections, statements relating to our business plans, objectives, and expected
        operating results, and the assumptions upon which those statements are based,
        are “forward-looking statements” within the meaning of the Private Securities
        Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
        and Section 21E of the Securities Exchange Act of 1934. These
        forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
        similar expressions. We
        intend
        such forward-looking statements to be covered by the safe-harbor provisions
        for
        forward-looking statements contained in the Private Securities Litigation
        Reform
        Act of 1995, and are including this statement for purposes of complying with
        those safe-harbor provisions. Forward-looking
        statements are based on current expectations and assumptions that are subject
        to
        risks and uncertainties which may cause actual results to differ materially
        from
        the forward-looking statements. Our
        ability to predict results or the actual effect of future plans or strategies
        is
        inherently uncertain. Factors which could have a material adverse affect
        on our
        operations and future prospects on a consolidated basis include, but are
        not
        limited to: changes in economic conditions, legislative/regulatory changes,
        availability of capital, interest rates, competition, and generally accepted
        accounting principles. These risks and uncertainties should also be considered
        in evaluating forward-looking statements
  21
 Table
            of Contents
  and
        undue
        reliance should not be placed on such statements. We
        undertake no obligation to update or revise publicly any forward-looking
        statements, whether as a result of new information, future events or otherwise. Further
        information concerning our business, including additional factors that could
        materially affect our financial results, is included herein and in our other
        filings with the SEC.
  **Plan
        Of Operations**
 
 Our
        immediate business plan is to proceed with the exploration of the Zama Lake
        mineral claims to determine whether there are commercially exploitable reserves
        of lead, zinc or other metals. We intend to proceed with the initial exploration
        program as recommended by our consulting geologist and by the Agreement under
        which we have acquired the property. The recommended geological program will
        cost a total of approximately $1,400,000. In addition, we plan engage in
        initial
        surveying and sampling on our Quebec properties at a projected cost of
        $1,052,000. Our plan of operations for the twelve months following the date
        of
        this prospectus is to complete the recommended exploration programs on the
        Zama
        Lake property and our other mineral claims.
 
 Total
        expenditures over the next 12 months are therefore expected to be approximately
        $2,452,000, exclusive of administrative and overhead costs.
 
 As
        of
        June 30, 2007 we had no cash on hand and no working capital. In order to
        continue operating and to complete our planned exploration programs, we will
        therefore need to raise additional capital. We anticipate that additional
        funding will be required in the form of equity financing from the sale of
        our
        common stock. We cannot provide investors with any assurance, however, that
        we
        will be able to raise sufficient funding from the sale of our common stock
        to
        fund all of our anticipated expenses. We believe that outside debt financing
        will not be an alternative for funding exploration programs. The risky nature
        of
        this enterprise and lack of tangible assets other than our mineral claims
        places
        debt financing beyond the credit-worthiness required by most banks or typical
        investors of corporate debt until such time as economically viable mines
        can be
        demonstrated.
 
 We
        do not
        have plans to purchase any significant equipment or change the number of
        our
        employees during the next twelve months.
 
 **Off
        Balance Sheet Arrangements**
 
 As
        of
        June 30, 2007, there were no off balance sheet arrangements.
 
 **Results
        of Operations for Fiscal Year Ending June 30, 2007**
 
 We
        did
        not earn any revenues from inception through the fiscal year ending June
        30,
        2007. We do not anticipate earning revenues until such time that we enter
        into
        commercial production of our mineral properties. We are presently in the
        exploration stage of our business and we can
  22
 Table
            of Contents
  provide
        no assurance that we will discover commercially exploitable levels of mineral
        resources on our mineral properties, or if such resources are discovered,
        that
        we will enter into commercial production.
 
 We
        incurred no operating expenses related to our current business from our
        inception until June 30, 2007. We incurred operating expenses from discontinued
        operations in the amount of $6,397,904 from inception through June 30, 2007
        and
        in the amount of $34,689 during the fiscal year ended June 30, 2007. We
        anticipate our operating expenses will increase as we undertake our plan
        of
        operations. The increase will be attributable to undertaking our geological
        exploration programs.
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        June 30, 2007, we had no cash and a working capital deficit of $182,563.
 
 We
        have
        not attained profitable operations and are dependent upon obtaining financing
        to
        pursue significant exploration activities. For these reasons, our auditors
        stated in their report that they have substantial doubt we will be able to
        continue as a going concern.
 
 We
        do not
        anticipate earning revenues until such time that we exercise our option entered
        into commercial production of our mineral properties. We are presently in
        the
        exploration stage of our business and we can provide no assurance that we
        will
        discover commercially exploitable levels of mineral resources our mineral
        properties, or if such resources are discovered, that we will enter into
        commercial production.
 
 **Going
        Concern**
  We
        have
        not attained profitable operations and are dependent upon obtaining financing
        to
        pursue exploration activities. For these reasons our auditors stated in their
        report that they have substantial doubt we will be able to continue as a
        going
        concern.
 
 Our
        ability to continue as a going concern is dependent our generating cash from
        the
        sale of our common stock and/or obtaining debt financing and attaining future
        profitable operations. Management’s plans include selling our equity securities
        and obtaining debt financing to fund our capital requirements and ongoing
        operations; however, there was is assurance we will be successful in these
        efforts.
  23
 Table
            of Contents
  **Item7.
        Financial Statements**
 
 Index
        to
        Financial Statements:
  **Audited
                  Financial Statements:**F-1
              Report
                  of Independent Registered Public Accounting
                  FirmF-2
              Balance
                  Sheet as of June 30, 2007F-3
              Statements
                  of Operations -Period from inception to June 30,
                  2007 and for years ended June 30, 2007 and June 30,
                  2005F-4
              Statements
                  of Cash Flows -Period from inception to June 30,
                  2007 and for years ended June 30, 2007 and June 30,
                  2005F-5
              Statement
                  of Stockholders’ Equity (Deficit) as of June 30,
                  2007F-6
              Notes
                  to Financial
                  Statements
 
 24
 Table
              of Contents
 **MOORE&
ASSOCIATES,
          CHARTERED**
 ** *ACCOUNTANTS
          AND ADVISORS*
 *PCAOB
          REGISTERED*
 
 REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
          the
          Board of Directors
 Ivany
          Mining, Inc.
 (FKA
          Planet411.com, Inc.)
 (A
          Development Stage Company)
 
 We
          have
          audited the accompanying balance sheet of Ivany Mining, Inc. (A Development
          Stage Company) as of June 30, 2007, and the related statements of operations,
          stockholders’ equity and cash flows through June 30, 2007. These financial
          statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audits.
 
 We
          conducted our audits in accordance with standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits to obtain reasonable assurance about whether the
          financial statements are free of material misstatement. An audit includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements. An audit also includes assessing the accounting
          principles used and significant estimates made by management, as well as
          evaluating the overall financial statement presentation. We believe that
          our
          audits provide a reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Ivany Mining, Inc. (A Development
          Stage Company) as of June 30, 2007 and the results of its operations and
          its
          cash flows through June 30, 2007, in conformity with accounting principles
          generally accepted in the United States of America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 1 to the financial
          statements, the Company has incurred a net loss of $6,398,000 since inception
          and has not established operations which raise substantial doubt about
          its
          ability to continue as a going concern. Management’s plans concerning these
          matters are also described in Note 1. The financial statements do not include
          any adjustments that might result from the outcome of this
          uncertainty.
  
 Moore
          & Associates Chartered
 Las
          Vegas, Nevada
 September
          24, 2007
 
 
 *2675
          S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
          253-7501*
 F-1
 Table
              of Contents
 IVANYMINING,
            INC.
 (FKA
            PLANET411.COM, INC.)
 BALANCE
            SHEET
 (A
            Development Stage Company)
 June
                      30, 2007ASSETSCurrent
                      assetsCash
                  $
                  --Total
                      assets
                  $
                  --LIABILITIES
                      AND STOCKHOLDERS' DEFICITCurrent
                      liabilitiesAccounts
                      payable
                  $
                  33,482Loans
                      payable
                  
                  40,247Loans
                      due to shareholder
                  
                  108,834Total
                      current liabilities
                  
                  182,563Long
                      term liabilities
                  
                  -Total
                      long term liabilities
                  
                  -Total
                      liabilities
                  
                  182,563Stockholders'
                      deficitPreferred
                      stock; $0.001 par value; 10,000,000 sharesauthorized, none issued
                      or outstanding
                  
                  --Common
                      stock; $0.001 par value; 200,000,000 shares uthorized,
                      246,032 shares issued and outstanding
                  
                  246Additional
                      paid-in capital
                  
                  6,215,095Accumulated
                      deficit
                  
                  (6,397,904)Total
                      stockholders' deficit
                  
                  (182,563)Total
                      liabilities and stockholders' deficit
                  $
                  --
  The
              accompanying notes are an integral part of these financial
              statements.
  F-2
 Table
          of Contents
 IVANYMINING,
        INC.
 (FKA
        PLANET411.COM, INC.)
 STATEMENTS
        OF OPERATIONS
 (A
        Development Stage Company)
 For
                      the year ended
                    June
                      30, 2007
                
                For
                      the year ended
                    June
                      30, 2006
                
                From
                      inception through
                    June
                      30, 2007Revenues
                $
                --
                
                $
                --
                
                $
                --Cost
                    of revenues
                
                --
                
                
                --
                
                
                --Gross
                    profit
                
                --
                
                
                --
                
                
                --Operating
                    expensesSelling
                    general and administrative
                
                --
                
                
                --
                
                
                --Total
                    operating expense
                
                --
                
                
                --
                
                
                --Other
                    incomeExchange
                    rate gain (loss)
                
                --
                
                
                --
                
                
                --Loss
                    from operations
                
                --
                
                
                --
                
                
                --Discontinued
                    operations
                
                34,689
                
                
                28,518
                
                
                6,397,904Net
                    loss
                $
                (34,689)
                
                $
                (28,518)
                
                $
                (6,397,904)Basic
                    loss per common share
                $
                (0.14)
                
                $
                (0.12)Basic
                  weighted average common shares
                  outstanding
                
                246,032
                
                
                246,032
  The
        accompanying notes are an integral part of these
        financial statements.
 F-3
 Table
            of Contents
 IVANYMINING,
          INC.
 (FKA
          PLANET411.COM, INC.)
 STATEMENTS
          OF CASH FLOWS
 (A
          Development Stage Company)
 For
                        the year ended
                      June
                        30, 2007
                  
                  For
                        the year ended
                      June
                        30, 2006
                  
                  From
                        inception through
                      June
                        30, 2007Cash
                      flows from operating activities:Net
                      loss
                  $
                  (34,689)
                  
                  $
                  (28,518)
                  
                  $
                  (6,397,904)Discontinued
                      operations
                  
                  --
                  
                  
                  --
                  
                  
                  6,215,341Adjustments
                      to reconcile net loss to net cash
                      used by operating activities:Changes
                      in operating assets and liabilities:Change
                      in accounts payable
                  
                  2,567
                  
                  
                  8,909
                  
                  
                  33,482Net
                      cash used by operating activities
                  
                  (32,122)
                  
                  
                  (19,609)
                  
                  
                  (149,081)Cash
                      flows from operating activities:Borrowings
                      of notes payable
                  
                  --
                  
                  
                  --
                  
                  
                  40,247Borrowings
                      from shareholder
                  
                  26,701
                  
                  
                  24,651
                  
                  
                  108,834Net
                      cash used by financing activities
                  
                  26,701
                  
                  
                  24,651
                  
                  
                  149,081Net
                      change in cash
                  
                  (5,421)
                  
                  
                  5,042
                  
                  
                  --Cash,
                      beginning of period
                  
                  5,421
                  
                  
                  379
                  
                  
                  --Cash,
                      end of period
                  $
                  --
                  
                  $
                  5,421
                  
                  $
                  --
  The
          accompanying notes are an integral part of these
          financial statements.
 F-4
 Table
            of Contents
 IVANYMINING,
            INC.
 (FKA
            PLANET411.COM, INC.)
 STATEMENTS
            OF STOCKHOLDERS' DEFICIT
 (A
            Development Stage Company)
 Preferred
                        Stock
                    
                    Common
                        Stock
                    
                    Additional
                    
                    Accumulated
                    
                    Total
                        Stockholders'Shares
                    
                    Amount
                    
                    Shares
                    
                    Amount
                    
                    Paid-in
                        Capital
                    
                    Deficit
                    
                    DeficitBalance,
                        June 30, 2005
                    
                    --
                    
                    $
                    --
                    
                    
                    246,032
                    
                    $
                    246
                    
                    $
                    6,215,095
                    
                    $
                    (6,334,697)
                    
                    $
                    (119,356)Net
                        loss
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    (28,518)
                    
                    
                    (28,518)Balance,
                        June 30, 2006
                    
                    --
                    
                    
                    --
                    
                    
                    246,032
                    
                    
                    246
                    
                    
                    6,215,095
                    
                    
                    (6,363,215)
                    
                    
                    (147,874)Net
                        loss
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    (34,689)
                    
                    
                    (34,689)Balance,
                        June 30, 2007
                    
                    --
                    
                    $
                    --
                    
                    
                    246,032
                    
                    $
                    246
                    
                    $
                    6,215,095
                    
                    $
                    (6,397,904)
                    
                    $
                    (182,563)
  The accompanying notes are an integral part of
              these financial
              statements.
 F-5
 Table
              of Contents
 IVANYMINING,
          INC.
 (FKA
          PLANET411.COM, INC.)
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2007 and 2006
 
 1.  DESCRIPTION
          OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 
 Description
          of business - Ivany
          Mining, Inc. (fka Planet411.com, Inc.), (referred to as the “Company”) was
          previously involved in the e-business industry. It provided end-to-end,
          e-business solutions to businesses interested in doing e-tailing (selling
          of
          retail goods on the Internet). As of June 30, 2007 the Company determined
          to focus
          on
          the strategic acquisition and development of uranium, diamond, base metals,
          and
          precious metals properties on a worldwide basis. Accordingly,
          it was reclassified as a development stage company and its prior operations
          were
          reclassified to discontinued operations.
 
 History -
          Planet411.com Corporation, the Company's predecessor, was incorporated
          in Nevada
          on April 23, 1990, as Investor Club of the United States. The name was
          changed
          to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies
          Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998)
          and
          then to Planet411.com Corporation on February 11, 1999 to reflect its then
          current business objectives. Planet411.com Inc. was incorporated on July
          13,
          1999. Planet411.com Corporation was merged with and into Planet411.com
          Inc. (
          referred to as the “Company”) on October 6, 1999 for the sole purpose of
          changing the Company's jurisdiction of incorporation to Delaware. On
          July
          18, 2007, the Company filed a Certificate of Merger with the Secretary
          of State
          of Delaware in order to effectuate a merger whereby the Company (as Planet411.com
          Inc. )
          would
          merge with its wholly-owned subsidiary, Ivany Mining Inc., as a parent/
          subsidiary merger with the Company as the surviving corporation. This merger,
          which became effective as of July 18, 2007, was completed pursuant to Section
          Title 8, Section 251(c) of the Delaware General Corporation Law. Upon completion
          of this merger, the Company's name has been changed to "Ivany Mining Inc."
          and
          the Company's Articles of Incorporation have been amended to reflect this
          name
          change.
 
 Going
          Concern - The
          accompanying financial statements have been prepared on a going concern
          basis,
          which contemplates the realization of assets and the satisfaction of liabilities
          in the normal course of business. The Company has incurred cumulative net
          losses
          of approximately $6,398,000 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 the
          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 the Company’s ability to continue as a
          going concern. The consolidated financial statements of the Company do
          not
          include any adjustments that may result from the outcome of these aforementioned
          uncertainties.
 
 Definition
          of fiscal year - The
          Company’s fiscal year end is June 30.
 
 Use
          of
          estimates - The
          preparation of audited financial statements in conformity with accounting
          principles generally accepted in the United States requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenue and expenses
          during
          the reporting period. Actual results could differ from those
          estimates.
 
 Fair
          value of financial instruments -
          Financial accounting standards Statement No. 107, “Disclosure 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 carrying amounts and estimated
          fair
          values of the Company’s financial instruments approximate their fair value due
          to the short-term nature.
 
 F-6
 Table
              of Contents
 IVANY
          MINING, INC.
 (FKA
          PLANET411.COM, INC.)
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2007 and 2006
 
 1.  DESCRIPTION
          OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
          (CONTINUED)
 
 Earnings
          (loss) per share - Basic
          earnings (loss) per share exclude any dilutive effects of options, warrants
          and
          convertible securities. Basic earnings (loss) per share is computed using
          the
          weighted-average number of outstanding common stocks during the applicable
          period. Diluted earnings per share is computed using the weighted-average
          number
          of common and common stock equivalent shares outstanding during the period.
          Common stock equivalent shares are excluded from the computation if their
          effect
          is antidilutive.
 
 Income
          taxes - The
          Company follows Statement of Financial Accounting Standard No. 109, “Accounting
          for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes.
          Deferred tax assets and liabilities are computed based upon the difference
          between the financial statement and income tax basis of assets and liabilities
          using the enacted marginal tax rate applicable when the related asset or
          liability is expected to be realized or settled. Deferred income tax expenses
          or
          benefits are based on the changes in the asset or liability each period.
          If
          available evidence suggests that it is more likely than not that some portion
          or
          all of the deferred tax assets will not be realized, a valuation allowance
          is
          required to reduce the deferred tax assets to the amount that is more likely
          than not to be realized. Future changes in such valuation allowance are
          included
          in the provision for deferred income taxes in the period of change.
 
 Deferred
          income taxes may arise from temporary differences resulting from income
          and
          expense items reported for financial accounting and tax purposes in different
          periods. Deferred taxes are classified as current or non-current, depending
          on
          the classification of assets and liabilities to which they relate. Deferred
          taxes arising from temporary differences that are not related to an asset
          or
          liability are classified as current or non-current depending on the periods
          in
          which the temporary differences are expected to reverse.
 
 As
          of
          June 30, 2007, due to a change in control, the Company had net operating
          loss
          carryovers of approximately $-0-.
 
 The
          income tax provision differs from the amount of income tax determined by
          applying US and Canadian federal income tax rates of 39% to pretax income
          for
          the years ended June 30, 2007 and 2006 due to the following:
  June
                        30,2007
                    
                    2006Book
                      loss
                    $
                    (13,529)
                    
                    $
                    (11,122)Valuation
                      allowance
                    
                    13,529
                    
                    
                    11,122$
                    -
                    
                    $
                    -
  Equity-Based
          Compensation ** -
          The
          Company adopted SFAS No. 123-R effective January 1, 2006 using the
          modified prospective method. Under this transition method, stock compensation
          expense includes compensation
          expense for all stock-based compensation awards granted on or after
          January 1,2006, based on the grant-date fair value estimated in accordance
          with the provisions of SFAS No. 123-R.
 
 Revenue
          Recognition Policy -The
          Company will determine its revenue recognition policies upon commencement
          of its
          mining operations.
 
 Advertising
          Costs- The
          Company expenses all costs of advertising as incurred. There were no advertising
          costs included in selling and marketing expenses during the reported
          periods.
  F-7
 Table
              of Contents
 IVANY
          MINING, INC.
 (FKA
          PLANET411.COM, INC.)
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2007 and 2006
 
 1.  DESCRIPTION
          OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
          (CONTINUED)
 
 Recent
          Accounting Pronouncements -In
          September 2006, the Financial Accounting Standards Board issued Statement
          of
          Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
          fair value, establishes a framework for measuring fair value in generally
          accepted accounting principles (GAAP), and expands disclosures about fair
          value
          measurements. Where applicable, SFAS No. 157 simplifies and codifies
          related guidance within GAAP and does not require any new fair value
          measurements. SFAS No. 157 is effective for financial statements issued for
          fiscal years beginning after November 15, 2007, and interim periods within
          those fiscal years. Earlier adoption is encouraged. The Company does
          not expect the adoption of SFAS No. 157 to have a significant effect on its
          financial position or results of operation.
 
 In
          June
          2006, the Financial Accounting Standards Board issued FASB Interpretation
          No.
          48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
          Statement No. 109”, which prescribes a recognition threshold and measurement
          attribute for the financial statement recognition and measurement of a
          tax
          position taken or expected to be taken in a tax return. FIN 48 also provides
          guidance on de-recognition, classification, interest and penalties, accounting
          in interim periods, disclosure and transition. FIN 48 is effective for
          fiscal
          years beginning after December 15, 2006. The Company does not expect the
          adoption of FIN 48 to have a material impact on its financial reporting,
          and the
          Company is currently evaluating the impact, if any, the adoption of FIN
          48 will
          have on its disclosure requirements.
 
 In
          March
          2006, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
          amendment of FASB Statement No. 140.” This statement requires an entity to
          recognize a servicing asset or servicing liability each time it undertakes
          an
          obligation to service a financial asset by entering into a servicing contract
          in
          any of the following situations: a transfer of the servicer’s financial assets
          that meets the requirements for sale accounting; a transfer of the servicer’s
          financial assets to a qualifying special-purpose entity in a guaranteed
          mortgage
          securitization in which the transferor retains all of the resulting securities
          and classifies them as either available-for-sale securities or trading
          securities; or an acquisition or assumption of an obligation to service
          a
          financial asset that does not relate to financial assets of the servicer
          or its
          consolidated affiliates. The statement also requires all separately recognized
          servicing assets and servicing liabilities to be initially
 measured
          at fair value, if practicable, and permits an entity to choose either the
          amortization or fair value method for subsequent measurement of each class
          of
          servicing assets and liabilities. The statement further permits, at its
          initial
          adoption, a one-time reclassification of available for sale securities
          to
          trading securities by entities with recognized servicing rights, without
          calling
          into question the treatment of other available for sale securities under
          Statement 115, provided that the available for sale securities are identified
          in
          some manner as offsetting the entity’s exposure to changes in fair value of
          servicing assets or servicing liabilities that a servicer elects to subsequently
          measure at fair value and requires separate presentation of servicing assets
          and
          servicing liabilities subsequently measured at fair value in the statement
          of
          financial position and additional disclosures for all separately recognized
          servicing assets and servicing liabilities. This statement is effective
          for
          fiscal years beginning after September 15, 2006, with early adoption permitted
          as of the beginning of an entity’s fiscal year. Management believes the adoption
          of this statement will have no immediate impact on the Company’s financial
          condition or results of operations.
 
 2.
              LOANS
                  PAYABLE 
 As
          of
          June 30, 2007, the company had unsecured, non-interest bearing demand loans
          payable totalling $40,247 from unrelated parties.
  F-8
 Table
              of Contents
 IVANY
          MINING, INC.
 (FKA
          PLANET411.COM, INC.)
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2007 and 2006
 
 3.  LOANS
          DUE TO SHAREHOLDER
 
 As
          of
          June 30, 2007, the Company had an unsecured, non interest bearing demand
          loans
          due to a shareholder of the Company totalling $108,834
 
 4.  CAPITAL
          STOCK TRANSACTIONS
 
 Preferred
          stock - The
          authorized preferred stock is 10,000,000 shares with a par value of $0.001.
          As
          of June 30, 2007, the Company has no shares of preferred stock issued or
          outstanding.
 
 Common
          stock - The
          authorized common stock is 200,000,000 shares with a par value of $0.001.
          As of
          June 30, 2007, the Company has 246,032 shares of common stock issued and
          outstanding. During the year ended June 30, 2007, the Company completed
          a
          reverse split on its common stock from 500 shares to 1 share. The reverse
          stock
          split is reflected on a retroactive basis.
 
 5.  SUBSEQUENT
          EVENTS
 
 On
          September 10, 2007, the Compnay entered into a Mining Claims Purchase Agreement
          (the “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio.
          Under the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and
          Ms.
          Giglio have each transferred to the Company certain mining claims owned
          by them
          and located in the province of Quebec, Canada. The mining claims acquired
          under
          the Purchase Agreement cover a total of approximately 27,277.27 hectares.
 
 In
          exchange for the mining claims transferred to us under the Purchase Agreement,
          Mr. Ivany, Mr. Cantore, and Ms. Giglio will be issued a total of 20,000,000
          shares of common stock. The stock to be issued under the Purchase Agreement
          will
          be restricted securities issued pursuant to an exemption from registration
          provided by Section 4(2) of the Securities Act of 1933.
  On
          September 11, 2007, the Compnay entered into a Letter of Intent Purchase
          Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”).
          Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer
          to the Company ten mining claims located in the Zama Lake area of northern
          Alberta, Canada. Under the Purchase Agreement, the Compnay must pay Star
          Uranium
          a purchase price of $100,000CDN on or before October 31, 2007. Also, the
          Company
          will be required to deliver to Star Uranium 150,000 shares of our common
          stock
          as additional consideration for the purchased mining claims. The mining
          claims
          transferred under the Purchase Agreement cover a total of approximately
          92,160
          hectares.
 
 Under
          the
          Purchase Agreement, the Company has also agreed to invest certain minimum
          amounts in the development of the mineral properties. Subject to any negotiated
          adjustments which may be made by the parties based on future geological
          evaluation, the Company is required to spend a minimum of $400,000CDN toward
          exploration of the properties before May 16, 2008 and an additional
          $1,000,000CDN toward exploration and development before May 16,
          2010.
 
 Star
          Uranium has retained a 2% smelter royalty on the properties and has retained
          all
          diamond rights. The Company has the option to buy-down the retained net
          smelter
          royalty to 1% by making an additional payment of $1,000,000CDN to Star
          Uranium
          at any time. The Purchase Agreement, which is in the form of a short Letter
          of
          Intent, may be replaced by a more formal agreement if deemed necessary
          by the
          parties.
  F-9
 Table
              of Contents
 IVANY
          MINING, INC.
 (FKA
          PLANET411.COM, INC.)
 NOTES
          TO
          FINANCIAL STATEMENTS
 JUNE
          30,
          2007 and 2006
 
 5.  SUBSEQUENT
          EVENTS (CONTINUED)
 
 On
          September 12, 2007, the Company entered into an Alberta Mining Claims Purchase
          Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group,
          Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany
          and Royal Atlantis have transferred to the Company a total of six mining
          claims
          located in the province of Alberta, Canada.
  In
          exchange for the mining claims transferred to the Company under the Purchase
          Agreement, the Company is required to pay a total of $20,000 ($10,000 each)
          to
          Mr. Ivany and Royal Atlantis on or before November 15, 2007.
 F-10
 Table
            of Contents
 **Item8.
        Changes In and Disagreements with Accountants on Accounting
        and Financial** **Disclosure**
 
 No
        events
        occurred requiring disclosure under Item 304(b) of Regulation S-B during
        the
        fiscal year ending June 30, 2007.
 
 **Item8A.
        Controls and Procedures**
 
 We
        carried out an evaluation of the effectiveness of the design and operation
        of
        our disclosure controls and procedures (as defined in Exchange Act Rules
        13a-15(e) and 15d-15(e)) as of June 30, 2007. This evaluation was carried
        out
        under the supervision and with the participation of our Chief Executive Officer,
        Mr. Derek Ivany, and our Chief Financial Officer, Mr. Victor Cantore. Based
        upon
        that evaluation, our Chief Executive Officer and Chief Financial Officer
        concluded that, as of June 30, 2007, our disclosure controls and procedures
        are
        effective. There have been no significant changes in our internal controls
        over
        financial reporting during the year ended June 30, 2007 that have materially
        affected or are reasonably likely to materially affect such controls.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act are recorded, processed, summarized and
        reported, within the time periods specified in the SEC's rules and forms.
        Disclosure controls and procedures include, without limitation, controls
        and
        procedures designed to ensure that information required to be disclosed in
        our
        reports filed under the Exchange Act is accumulated and communicated to
        management, including our Chief Executive Officer and Chief Financial Officer,
        to allow timely decisions regarding required disclosure.
 
 Limitations
        on the Effectiveness of Internal Controls
 
 Our
        management does not expect that our disclosure controls and procedures or
        our
        internal control over financial reporting will necessarily prevent all fraud
        and
        material error. Our disclosure controls and procedures are designed to provide
        reasonable assurance of achieving our objectives and our Chief Executive
        Officer
        and Chief Financial Officer concluded that our disclosure controls and
        procedures are effective at that reasonable assurance level. 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 our 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 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 override of the internal 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, control may become inadequate because of changes in conditions,
        or
        the degree of compliance with the policies or procedures may
        deteriorate.
  25
 Table
            of Contents
  **Item8B.
        Other information**
 
 None.
 
 **PART
        III**
 
 **Item9.
        Directors, Executive Officers, Promoters and Control Persons;
        Compliance with** **Section
        16(a) of the Exchange Act**
 
 The
        following information sets forth the names of our director and executive
        officer, his age and present positions with the Company as of September 28,
        2007. The directors serve for a term of one year or until the next annual
        meeting of the shareholders. Each officer serves at the discretion of the
        Board
        of Directors.
 
 Name
              Age
              Office(s)
                  HeldDerek
                  Ivany
              24
              President,
                  Chief Executive Officer, and DirectorVictor
                  Cantore
              41
              Director,
                  Chief Financial Officer
 
 Set
        forth
        below is a brief description of the background and business experience of
        our
        current executive officers and directors.
 
 **Derek
        Ivany.** Mr.
        Ivany was appointed to our board of directors on September 15, 2005 and was
        appointed as our Chief Executive Officer and Chief Financial Officer on November
        29, 2005. Mr. Ivany’s business experience has been focused in the area of
        technical services. Since March 2000, Mr. Ivany has acted as a consultant
        in the
        technical services area to TransEuro Energy Corp. In September 2004, Mr.
        Ivany
        co-founded Indochina Securities Inc. Mr. Ivany is a director two Canadian
        public
        companies, Star Uranium Corp. and Hi Ho Silver Resources.
 
 **Victor
        Cantore** .
        Mr.
        Cantore became our President, Secretary and sole director on November 14,
        2001
        and served as our Chief Executive Officer and Chief Financial Officer until
        November 29, 2005. From 1999 to 2001, Mr. Cantore operated his own venture
        capital fund, Cantore Capital. From June 1992 to April 1999, he was an
        investment advisor with RBC Dominion Securities and Tasse &
Associates.
 
 **Directors**
 
 Our
        bylaws authorize no less than one (1) director. We currently have two
        Directors.
 
 **Term
        of Office**
 
 Our
        Directors are appointed for a one-year term to hold office until the next
        annual
        general meeting of our shareholders or until removed from office in accordance
        with our bylaws. Our officers are appointed by our board of directors and
        hold
        office until removed by the board.
  26
 Table
            of Contents
  **Family
        Relationships**
 
 There
        are
        no family relationships between or among the directors, executive officers
        or
        persons nominated or chosen by the Company to become directors or executive
        officers.
 
 **Director
        or Officer Involvement in Certain Legal Proceedings**
 
 To
        the
        best of our knowledge, during the past five years, none of the following
        occurred with respect to a present or former director or executive officer
        of
        the Company: (1) any bankruptcy petition filed by or against any business
        of
        which such person was a general partner or executive officer either at the
        time
        of the bankruptcy or within two years prior to that time; (2) any conviction
        in
        a criminal proceeding or being subject to a pending criminal proceeding
        (excluding traffic violations and other minor offenses); (3) being subject
        to
        any order, judgment or decree, not subsequently reversed, suspended or vacated,
        of any court of any competent jurisdiction, permanently or temporarily
        enjoining, barring, suspending or otherwise limiting his involvement in any
        type
        of business, securities or banking activities; and (4) being found by a court
        of
        competent jurisdiction (in a civil action), the Securities and Exchange
        Commission or the Commodities Futures Trading Commission to have violated
        a
        federal or state securities or commodities law, and the judgment has not
        been
        reversed, suspended or vacated.
 
 **Audit
        Committee**
 
 As
        of
        June 30, 2007, we did not have a separately-designated standing audit committee.
        The entire board of directors performed the functions of an audit committee,
        but
        no written charter governed the actions of the board of directors when
        performing the functions that would generally be performed by an audit
        committee. The board of directors approved the selection of our independent
        accountants and met and interacted with the independent accountants to discuss
        issues related to financial reporting. In addition, the board of directors
        reviewed the scope and results of the audit with the independent accountants,
        reviewed with management and the independent accountants our annual operating
        results, considered the adequacy of our internal accounting procedures and
        considered other auditing and accounting matters including fees to be paid
        to
        the independent auditor and the performance of the independent
        auditor.
 
 We
        did
        not have an audit committee financial expert as of June 30, 2007 because
        of the
        size
        of our company and our board of directors at this time. We believed that
        we did
        not require an audit committee financial expert at that time because we retained
        outside consultants who possessed these attributes.
 
 For
        the
        fiscal year ending June 30, 2007, the board of directors:
 
 1.
            Reviewed
                and discussed the audited financial statements with management,
                and 
 2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence.  27
 Table
            of Contents
  Based
        upon the board of directors’ review and discussion of the matters above, the
        board of directors authorized inclusion of the audited financial statements
        for
        the year ended June 30, 2007 to be included in this Annual Report on Form
        10-KSB
        and filed with the Securities and Exchange Commission.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
        and executive officers and persons who beneficially owns more than ten percent
        of a registered class of the Company’s equity securities to file with the SEC
        initial reports of ownership and reports of change in ownership of common
        stock
        and other equity securities of the Company. Officers, directors and greater
        than
        ten percent shareholders are required by SEC regulations to furnish the Company
        with copies of all Section 16(a) forms they file. To our knowledge, no persons
        have failed to file, on a timely basis, the identified reports required by
        Section 16(a) of the Exchange Act during fiscal year ended June 30,
        2007.
 
 **Code
        of Ethics Disclosure**
 
 As
        of
        June 30, 2007, we have not adopted a Code of Ethics for Financial Executives,
        which include our principal executive officer, principal financial officer,
        principal accounting officer or controller, or persons performing similar
        functions.
  28
 Table
            of Contents
  **Item10.
        Executive Compensation**
 
 **Summary
        Compensation Table**
 
 The
        table
        below summarizes all compensation awarded to, earned by, or paid to each
        named
        executive officer for our last two completed fiscal years for all services
        rendered to us.
 
 SUMMARY
                  COMPENSATION TABLENameand
                principalposition
              Year
              Salary
                ($)
              Bonus
                ($)
              Stock
                  Awards
                ($)
              Option
                Awards
                ($)
              Non-Equity
                Incentive
                  Plan
                Compensation
                ($)
              Nonqualified
                Deferred
                Compensation
                Earnings
                  ($)
              All
                  Other
                Compensation
                ($)
              Total
                ($)Derek
                  Ivany, president, CEO, and director
              2007
                2006
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0Victor
                  Cantore, CFO and director
              2007
                2006
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
              0
                0
 
 **Outstanding
        Equity Awards At Fiscal Year-end Table**
 
 The
        table
        below summarizes all unexercised options, stock that has not vested, and
        equity
        incentive plan awards for each named executive officer outstanding as of
        the end
        of our last completed fiscal year.
  **OUTSTANDING
                  EQUITY AWARDS AT FISCAL YEAR-END**OPTION
                  AWARDS
              STOCK
                  AWARDSName
              Number
                  of
                Securities
                Underlying
                Unexercised
                Options
                (#)
                Exercisable
              Number
                  of
                Securities
                Underlying
                Unexercised
                Options
                (#)
                Unexercisable
              Equity
                Incentive
                Plan
                Awards:
                Number
                  of
                Securities
                Underlying
                Unexercised
                Unearned
                Options
                (#)
              Option
                Exercise
                Price
                ($)
              Option
                Expiration
                Date
              Number
                of
                Shares
                or
                  Shares
                of
                Stock
                  That
                Have
                Not
                Vested
                (#)
              Market
                Value
                of
                Shares
                or
                Shares
                of
                Stock
                That
                Have
                Not
                Vested
                ($)
              Equity
                Incentive
                Plan
                Awards:
                Number
                of
                Unearned
                Shares,
                Shares
                  or
                Other
                Rights
                That
                  Have
                Not
                Vested
                (#)
              Equity
                Incentive
                Plan
                Awards:
                Market
                  or
                Payout
                Value
                  of
                Unearned
                Shares,
                Shares
                  or
                Other
                Rights
                That
                Have
                  Not
                Vested
                (#)Derek
                  Ivany
              0
              0
              0
              0
              0
              0
              0
              0
              0Victor
                  Cantore
              0
              0
              0
              0
              0
              0
              0
              0
              0
  29
 Table
            of Contents
  **Compensation
        of Directors Table**
 
 The
        table
        below summarizes all compensation paid to our directors for our last completed
        fiscal year.
 
 **DIRECTOR
                  COMPENSATION**Name
              Fees
                  Earned or
                Paid
                  in
                Cash
                ($)
              Stock
                  Awards
                ($)
              Option
                  Awards
                ($)
              Non-Equity
                Incentive
                Plan
                Compensation
                ($)
              Non-Qualified
                Deferred
                Compensation
                Earnings
                ($)
              All
                Other
                Compensation
                ($)
              Total
                ($)Derek
                  Ivany
              0
              0
              0
              0
              0
              0
              0Victor
                  Cantore
              0
              0
              0
              0
              0
              0
              0
 
 **Director
        Compensation**
 
 Directors
        do not currently receive any cash compensation from the Company or for their
        service as members of the Board of Directors. The compensation summarized
        above
        reflects the compensation each of our directors received in their capacities
        as
        executive officers of the Company.
 
 **Employment
        Agreements with Current Management**
 
 The
        Company presently not does have employment agreements with any of its current
        management. The Company plans to do so when it becomes economically feasible.
 
 **Incentive
        Stock Plan**
 
 The
        Company intends to adopt an incentive stock plan to attract, retain and motivate
        officers, directors, employees and independent contractors, and to further
        align
        their interests with those of the Company's shareholders, by providing for
        performance based benefits.
 
 **Item11.
        Security Ownership of Certain Beneficial Owners and
        Management and Related** **Stockholder
        Matters**
 
 The
        following table sets forth information regarding the beneficial ownership
        of our
        shares of common stock at September 28, 2007 by (i) each person known by
        us to
        be the beneficial owner of more than 5% of our outstanding shares of common
        stock, (ii) each of our directors, (iii) our executive officers, and (iv)
        by all
        directors and executive officers as a group. Each person named in the table,
        has
        sole voting and investment power with respect to all shares shown as
        beneficially owned by such person.
  30
 Table
            of Contents
 
 **Title
                  of class**
              **Name
                  and address****of
                  beneficial owner**
              **Amount
                  of****beneficial
                  ownership**
              **Percent****of
                  class*******Common
              Derek
                  Ivany
                16
                  Spears St.
                Toronto
                  Ontario M6N3X7
                Canada
              10,000,000
              49.39%Common
              Victor
                  Cantore
                8720
                  Rue Du Frost
                St.
                  Leonard, Quebec H1P 2Z5
                Canada
              7,106,501
              35.10%**Common**
              **Total
                  all executive officers and directors**
              **17,106,501**
              **84.49%****Common**
              **5%
                  Shareholders**Common
              Anna
                  Giglio
                8720
                  Rue Du Frost
                St.
                  Leonard, Quebec H1P 2Z5
                Canada
              3,000,000
              14.82%
 
 The
        percent of class is based on 20,246,032 shares of common stock issued and
        outstanding as of September 28, 2007.
 
 As
        used
        in this table, "beneficial ownership" means the sole or shared power to vote,
        or
        to direct the voting of, a security, or the sole or shared investment power
        with
        respect to a security (i.e., the power to dispose of, or to direct the
        disposition of, a security). In addition, for purposes of this table, a person
        is deemed, as of any date, to have "beneficial ownership" of any security
        that
        such person has the right to acquire within 60 days after such
        date.
 
 1
            Included
                in the calculation of the beneficial ownership for Mr. Cantore are
                1,250
                options which are exercisable within 60 days. Mr. Cantore holds 1,000
                stock options to purchase 1,000 shares of common stock at an exercise
                price of $90.00. These options are immediately exercisable and expire
                on
                February 28, 2011. Mr. Cantore also holds 250 stock options to purchase
                250 shares of common stock at an exercise price of $1,000.00. These
                options are immediately exercisable and expire on February 28,
                2010. 
 Other
        than the shareholders listed above, we know of no other person who is the
        beneficial owner of more than five percent (5%) of our common
        stock.
  31
 Table
            of Contents
  **Securities
        Authorized for Issuance Under Equity Compensation Plans**
 
 **Equity
        Compensation Plans as of September 28, 2007**
 
 A
              B
              C**Plan
                  Category**
              **Number
                  of securities to be**
                **issued
                  upon exercise of outstanding options, warrants and
                  rights**
              **Weighted-average
                  exercise**
                **price
                  of outstanding options,**
                **warrants
                  and right**
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (A))**Equity
                  compensation plans approved by security
                holders
                  (1)
              -
              -
              -Equity
                  compensation plans not approved by security holders (1)
              -
              -
              -Total
              -
              -
              -
 
 (1)
        To
        date, we have not adopted a stock option plan or other form of equity
        compensation plan
 
 **Item12.
        Certain Relationships and Related
        Transactions**
 
 Except
        as
        set forth below, none of our directors or executive officers, nor any proposed
        nominee for election as a director, nor any person who beneficially owns,
        directly or indirectly, shares carrying more than 5% of the voting rights
        attached to all of our outstanding shares, nor any members of the immediate
        family (including spouse, parents, children, siblings, and in-laws) of any
        of
        the foregoing persons has any material interest, direct or indirect, in any
        transaction since our incorporation or in any presently proposed transaction
        which, in either case, has or will materially affect us:
 
 1.  On
        September 10, 2007, we entered into a Mining Claims Purchase Agreement (the
        “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio. Under
        the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio
        each
        transferred to us certain mining claims owned by them and located in the
        province of Quebec, Canada. The mining claims acquired under the Purchase
        Agreement cover a total of approximately 10,475 hectares and comprise the
        Mont
        Laurier and Temiscamingue
        properties discussed above
 
 In
        exchange for the mining claims transferred to us under the Purchase Agreement,
        Mr. Ivany, Mr. Cantore, and Ms. Giglio were issued a total of 20,000,000
        shares
        of common stock as follows:
  32
 Table
            of Contents
  Derek
                  Ivany
              10,000,000
                  sharesVictor
                  Cantore
              7,000,000
                  sharesAnna
                  Giglio
              3,000,000
                  shares
 
 2.  On
        September 11, 2007, we entered into a Letter of Intent Purchase Agreement
        (the
“Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms
        of the Purchase Agreement, Star Uranium has agreed to transfer to us ten
        mining
        claims located in the Zama Lake area of northern Alberta, Canada. Under the
        Purchase Agreement, we must pay Star Uranium a purchase price of $100,000CDN
        on
        or before October 31, 2007. Also, we will be required to deliver to Star
        Uranium
        150,000 shares of our common stock as additional consideration for the purchased
        mining claims. The mining claims transferred under the Purchase Agreement
        cover
        a total of approximately 92,160 hectares.
 
 Under
        the
        Purchase Agreement, we have also agreed to invest certain minimum amounts
        in the
        development of the mineral properties. Subject to any negotiated adjustments
        which may be made by the parties based on future geological evaluation, we
        are
        required to spend a minimum of $400,000CDN toward exploration of the properties
        before May 16, 2008 and an additional $1,000,000CDN toward exploration and
        development before May 16, 2010.
 
 Star
        Uranium has retained a 2% smelter royalty on the properties and has retained
        all
        diamond rights. We have the option to buy-down the retained net smelter royalty
        to 1% by making an additional payment of $1,000,000CDN to Star Uranium at
        any
        time. The Purchase Agreement, which is in the form of a short Letter of Intent,
        may be replaced by a more formal agreement if deemed necessary by the
        parties.
 
 Derek
        Ivany, who is our President and CEO and a member of our board of directors,
        is
        also Vice-President of Business Development and a member of the board of
        directors for Star Uranium Corp.
 
 3.  On
        September 12, 2007, we entered into an Alberta Mining Claims Purchase Agreement
        (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc.
        (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany and
        Royal Atlantis have transferred to us a total of six mining claims located
        in
        the province of Alberta, Canada.
 
 In
        exchange for the mining claims transferred to us under the Purchase Agreement,
        we are required to pay a total of $20,000 ($10,000 each) to Mr. Ivany and
        Royal
        Atlantis on or before November 15, 2007.
  33
 Table
            of Contents
  **Item13.
        Exhibits**
 
 Exhibit
                  Number
              Description3.1
              Amended
                  Articles of Incorporation13.2
              By-laws29.1
              Voting,
                  Support and Exchange Trust Agreement29.2
              Assignment
                  and Assumption Agreement231.1
              Certification
                  of Chief Executive Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200231.2
              Certification
                  of Chief Financial Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200232.1
              Certification
                  of Chief Executive Officer and Chief
                  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002
 
 1
            Incorporated
                by reference to Annual Report on Form 10-KSB for the period ended
                June 30,
                2002. 2
            Incorporated
                by reference to the Registration Statement on Form 10 (File No.
                000-27645) 
 **Item14.
        Principal Accountant Fees and Services**
 
 **Audit
        Fees**
 
 The
        aggregate fees billed by our auditors for professional services rendered
        in
        connection with a review of the financial statements included in our quarterly
        reports on Form 10-QSB and the audit of our annual consolidated financial
        statements for the fiscal years ended June 30, 2007 and June 30, 2006 were
        approximately $9,500 and $8,500, respectively.
  **Audit-Related
        Fees**
  Our
        auditors did not bill any additional fees for assurance and related services
        that are reasonably related to the performance of the audit or review of
        our
        financial statements.
  **Tax
        Fees**
  The
        aggregate fees billed by our auditors for professional services for tax
        compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
        ended June 30, 2007 and 2006.
  **All
        Other Fees**
  The
        aggregate fees billed by our auditors for all other non-audit services, such
        as
        attending meetings and other miscellaneous financial consulting, for the
        fiscal
        years ended June 30, 2007 and 2006 were $0 and $0 respectively.
  34
 Table
            of Contents
  **SIGNATURES**
  In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 **Ivany
        Mining, Inc.**
 
 By:
        /s/ Derek Ivany
 Derek
        Ivany
 Chief
        Executive Officer and Director
 Dated:
        September 28, 2007
  
 By:
        /s/ Victor Cantore
 Victor
        Cantore
 Chief
        Financial Officer and Director
 Dated:
        September 28, 2007