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 November
      30, 2007[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number 333-140056





CODY RESOURCES,
      INC.(Name
      of small business issuer in its
charter)






Nevada
            20-5339393(State or other
      jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)2915 W. Charleston
      Blvd., Ste.7, Las Vegas, NV
            89102(Address
      of principal executive offices)
            (Zip
      Code)Issuer’s telephone
      number:  (702)
      383-5862Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            Not
      ApplicableSecurities
      registered under Section 12(g) of the Exchange Act:None(Title
      of class)




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.   1,390,000 Common Shares as of
November 30, 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
            4Item 3.
            Legal Proceedings
            4Item 4.
            Submission of Matters to a Vote of Security
      Holders
            4PART
      IIItem 5.
            Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities
            5Item 6.
            Management’s Discussion and Analysis or Plan of
      Operation
            7Item 7.
            Financial Statements
            9Item 8.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            10Item 8A.
            Controls and Procedures
            10Item 8B.
            Other Information
            11PART
      IIIItem 9.
            Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act
            11Item 10.
            Executive Compensation
            14Item 11.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            16Item 12.
            Certain Relationships and Related Transactions, and Director
      Independence
            16Item 13.
            Exhibits
            17Item 14.
            Principal Accountant Fees and Services
            17


2
 Table of Contents


PART I


Item1.   Description of Business





Overview





We were
incorporated on July 19, 2006 under the laws of the State of Nevada as an
exploration stage company that intended to engage in the exploration of mineral
properties.  We acquired an option to purchase an interest in mineral
claims known as the Vulture mineral claims. Our plan of operations was to carry
out exploration work on these claims in order to ascertain whether they possess
commercially exploitable quantities of copper, lead, zinc, gold, and other
metallic minerals.





Under the
terms of the Mining Option Agreement between our company and Mr. Locke B.
Goldsmith, we acquired an option to purchase a 100% interest in the Vulture
mineral claims. Under that Agreement, we paid Mr. Goldsmith an initial sum of
$10 to acquire the option and we were required to pay $25,000 prior to December
31, 2007; additional sums were due at the end of December 31, 2008 and 2009. In
addition, we must incur $5,000 in exploration expenditures prior to December 31,
2006 (though these exploration expenses were deferred due to weather
conditions), $50,000 prior to December 31, 2007, and $100,000 prior to December
31, 2008.  Additional exploration expenditures were due on or before
October 31 of each year subsequent to 2008. Under the terms of the Mining Option
Agreement, we may exercise our option by making the above payments and incurring
the above exploration expenses or fail to satisfy the payment terms and be in
default of the Mining Option Agreement.





During
our third quarter of 2007, we commenced exploration activities on the Vulture
mineral claims. Specifically, we conducted a soil geochemistry program under the
guidance of our geological consultant, Mr. Marvin A. Mitchell. The results of
this program were discouraging. In his report, Mr. Mitchell reports that the
program failed to detect significant anomalous values of exploitable minerals.
As such, no additional exploration was recommended at this time.





Based on
the recommendations of our consulting geologist, we have decided to abandon our
exploration program on the Vulture mineral claims. As such, we will lose all
interest in the option that we acquired on the property.





As of
November 30, 2007, we had $580 in current assets and current liabilities in the
amount of $400.  Accordingly, our working capital position as of
November 30, 2007 was $180. Since our inception through November 30, 2007, we
have incurred a net loss of $39,920. As of the date of this annual report, we
are unsure whether our business will continue as a going concern. We have no
current business operations. With these obstacles, our board of directors is
considering other options.  Our management is now actively looking for
other business opportunities for us to pursue. However, there can be no
assurance that our efforts to acquire such an opportunity will be
successful.


3
 Table of Contents


Item2.   Description of Property





We own no
interest in real property. Mr. Sampson works from his office located in his
home.





Item3.   Legal Proceedings





We are
not a party to any pending legal proceeding. We are 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 have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended November 30, 2007.


4
 Table of Contents


PART II





Item5.    Market for Common Equity and Related
Stockholder Matters and Small Business Issuer Purchases of Equity
Securities





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by the NASD.  The OTCBB 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 OTCBB under the symbol
“CODY.OB.”





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
OTCBB.  These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.





Fiscal
      Year Ending November, 2007Quarter
      Ended
            
            High
      $
            
            Low
      $November
      30, 2007
            
            $0
            
            $0June
      30, 2007
            
            $0
            
            $0





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 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


5
 Table of Contents


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
November 30, 2007, we had thirty-eight (38) 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 Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:





1.
            We
      would not be able to pay our debts as they become due in the usual course
      of business; or





2.
            Our
      total assets would be less than the sum of our total liabilities, plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





Recent
Sales of Unregistered Securities





None.





Securities
Authorized for Issuance Under Equity Compensation Plans





We have
no equity compensation plans.


6
 Table of Contents


Item6.  Management’s Discussion and Analysis or 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 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 Operation in the Next 12 Months





During
the next twelve months, we intend to conduct a review of our current operating
structure and to seek out and evaluate alternative business opportunities. We
have not yet identified any suitable business opportunities and there is no
assurance that we will be able to do so in the future. Even if we are able to
identify suitable business opportunities, there are no assurances that we will
be able to acquire an interest in those opportunities or that we will have the
resources to pursue such opportunities. As such, an investment in our shares at
this time would be highly speculative.





Because
we have not identified an alternate business opportunity, we are unable to
provide an estimate of our exact financial needs for the next twelve months. We
have working capital of $80 as of November 30, 2007. As such, we will require
substantial additional financing in the near future in order to meet our current
obligations and to continue our operations. In addition, in the event that we
are successful in identifying suitable alternative business opportunities, of
which there is no assurance, we anticipate that we will need to obtain
additional financing in order to pursue those opportunities.





7
 Table of Contents





Because
we do not currently have a specific business plan or identified any suitable
alternative business opportunities, our ability to obtain additional financing
is substantially limited. If sufficient financing is not available or
obtainable, we may not be able to continue as a going concern and investors may
lose a substantial portion or all of their investment. We currently do not have
any financing arrangements in place and there are no assurances that we will be
able to acquire financing on acceptable terms or at all.





Results
of Operations for the Year Ended November 30, 2007 and Period from Inception to
November 30, 2007





We did
not earn any revenues from inception through the period ending November 30,
2007. We do not anticipate earning revenues until such time that we are able to
secure a successful business opportunity.





We
incurred operating expenses in the amount of $38,382 for the year ended November
30, 2007 and $39,820 from our inception on July 20, 2006 to November 30, 2007.
The operating expenses for the year ended November 30, 2007 consisted mainly of
professional fees in the amount of $20,264, and general and administrative
expenses in the amount of $18,118. The operating expenses for the period from
inception to November 30, 2007 consisted mainly of professional fees in the
amount of $20,625, and transfer agent expenses in the amount of $19,195. The
professional fees consisted of legal fees and accounting fees.





We
incurred a net loss of $38,382 for the year ended November 30, 2007. We incurred
a net loss of $39,820 from our inception on July 20, 2006 through period ending
November 30, 2007. Our losses for both periods are attributable to operating
expenses.





Liquidity
and Capital Resources





As of
November 30, 2007, we had total current assets of $580. Our total current
liabilities as of November 30, 2007 were $400. Thus, we had working capital of
$180 as of November 30, 2007.





As
discussed above, the completion of our business plan for the next 12 months is
contingent upon us obtaining additional financing. We do not anticipate meeting
the financing requirements of our current business plan. Thus, we are currently
negotiating to acquire other business opportunities, unrelated to our current
business operations. We anticipate that we will also need additional financing
to acquire another business. If we are unable to obtain additional financing,
our business plan and our ability to acquire another business and continue as a
going concern will be significantly impaired. We do not have any formal
commitments or arrangements for the sales of stock or the advancement or loan of
funds. Without the necessary cash flow, we will not be able to pursue our plan
of operations or any plan of operations until such time as the necessary funds
are raised in the equity securities market.





Off
Balance Sheet Arrangements





As of
November 30, 2007, there were no off balance sheet arrangements.




Going
Concern





Our
financial statements are prepared using generally accepted accounting principles
in the United States of America applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. We have not yet established an ongoing source of
revenues sufficient to cover our operating costs and allow us to continue as a
going concern. The ability of us to continue as a going concern is dependent on
us obtaining adequate capital to fund operating losses until we become
profitable. If we are unable to obtain adequate capital, we could be forced to
cease operations.





In order
to continue as a going concern, we will need, among other things, additional
capital resources. Management's plans to obtain such resources for us include
(1) obtaining capital from management and significant shareholders sufficient to
meet its minimal operating expenses, and (2) seeking out and completing a merger
with an existing operating company. However, management cannot provide any
assurances that we will be successful in accomplishing any of our
plans.





Our
ability to continue as a going concern is dependent upon its ability to
successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations.
The accompanying financial statements do not include any adjustments that might
be necessary if we are unable to continue as a going concern.




8
 Table of Contents




Item7.   Financial Statements





Index to
Financial Statements:





Audited
      Financial Statements:F-1
            Report of Independent Registered Public Accounting
      FirmF-2
            Balance Sheets as of November 30, 2007 and
    2006F-3
            Statements of Operations – Year Ended November 30, 2007 and
      period from July 20, 2006 (Inception) to November 30,
    2007F-4
            Statement of Stockholders’ Equity (Deficit) and Comprehensive
      Loss for period from July 20, 2006 (Inception) to November 30,
      2007F-5
            Statements of Cash Flows - Year Ended November 30, 2007 and
      period from July 20, 2006 (Inception) to November 30,
    2007F-6
            Notes to Financial
Statements





9
 Table of Contents


MOORE& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
the Board of Directors
 Cody
Resources Inc.
 (A
Development Stage Company)
 
 We have
audited the accompanying balance sheet of Cody Resources Inc. (A Development
Stage Company) as of November 30, 2007 and 2006, and the related statements of
operations, stockholders’ equity and cash flows through November 30, 2007, 2006,
and Inception on July 20, 2007 through November 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 Cody Resources Inc. (A Development
Stage Company) as of November 30, 2007 and 2006 and the results of its
operations and its cash flows through November 30, 2007, 2006, and Inception on
July 20, 2007 through November 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 4 to the
financial statements, the Company has yet established an ongoing source of
revenues sufficient to cover its operating costs, which raises substantial doubt
about its ability to continue as a going concern.  Management’s plans
concerning these matters are also described in Note 4.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates Chartered
 Las
Vegas, Nevada
 February
4, 2008
 
 
 2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
 F-1
 Table of Contents
 CODYRESOURCES, INC.
 (A
Development Stage Company)
 Balance
Sheets
  ASSETSNovember
      30,
                    2007
                
                
                November
      30,
                    2006CURRENT
      ASSETSCash
                $
                580
                
                
                $
                38,188Total
      Current Assets
                
                580
                
                
                
                38,188TOTAL
      ASSETS
                $
                580
                
                
                $
                38,188LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                $
                400
                
                
                $
                501Total
      Current Liabilities
                
                400
                
                
                
                501STOCKHOLDERS'
      EQUITYCommon
      stock; $0.001 par value, 50,000,000 shares authorized, 1,390,000 shares
      issued and outstanding
                
                1,390
                
                
                
                1,390Additional
      paid-in capital
                
                38,610
                
                
                
                38,610Stock
      subscription receivable
                
                -
                
                
                
                (875)Accumulated
      deficit
                
                (39,820
                )
                
                
                (1,438)Total
      Stockholders' Equity (Deficit)
                
                180
                
                
                
                37,687TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                $
                580
                
                
                $
                38,188
  The
accompanying condensed notes are an integral part of these interim financial
statements.
 F-2
 Table of Contents
 CODYRESOURCES, INC.
 (A
Development Stage Company)
 Statements
of Operations
   For
      the
                    Year
      Ended
                    November
      30,
                    2007
                  
                  Since
      Inception
                    on
      July 20,
                    2006 Through
                    November 30,
                    2006
                  
                  Since
      Inception
                    on
      July 20,
                    2006 Through
                    November 30,
                    2007REVENUES
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -COST
      OF GOODS SOLD
                  
                  -
                  
                  
                  -
                  
                  
                  -GROSS
      PROFIT
                  
                  -
                  
                  
                  -
                  
                  
                  -OPERATING
      EXPENSESGeneral
      and administrative expenses
                  
                  18,118
                  
                  
                  1,077
                  
                  
                  19,195Professional
      fees
                  
                  20,264
                  
                  
                  361
                  
                  
                  20,625Total
      Operating Expenses
                  
                  38,382
                  
                  
                  1,438
                  
                  
                  39,820NET
      LOSS
                  $
                  (38,382)
                  
                  $
                  (1,438)
                  
                  $
                  (39,820)BASIC
      AND DILUTED LOSS PER SHARE
                  $
                  (0.03)
                  
                  $
                  (0.00)WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                  
                  1,390,000
                  
                  
                  1,390,000
   F-3
 Table of Contents
 CODYRESOURCES, INC.
 (A
Development Stage Company)
 Statements
of Stockholders' Equity
 Common
      Stock
                  
                  Additional
                      Paid-In
                  
                  Stock
                      Subscription
                  
                  Accumulated
                  
                  Total
                      Stockholders'Shares
                  
                  Amount
                  
                  Capital
                  
                  Receivable
                  
                  Deficit
                  
                  EquityBalance
      at inception onJuly 20, 2006
                  
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Common
      stock issued for debt in September 2006 at par value of
      $0.001 per share
                  
                  1,000,000
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  (875)
                  
                  
                  -
                  
                  
                  125Common
      stock issued for cashin October 2006 at par value of $0.10
      per share
                  
                  220,000
                  
                  
                  220
                  
                  
                  21,780
                  
                  
                  -
                  
                  
                  -
                  
                  
                  22,000Common
      stock issued for cash in November 2006 at par value of
      $0.10 per share
                  
                  170,000
                  
                  
                  170
                  
                  
                  16,830
                  
                  
                  -
                  
                  
                  -
                  
                  
                  17,000Net
      loss since inceptionthrough November 30, 2006
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,438)
                  
                  
                  (1,438)Balance,
      November 30, 2006
                  
                  1,390,000
                  
                  
                  1,390
                  
                  
                  38,610
                  
                  
                  (875)
                  
                  
                  (1,438)
                  
                  
                  37,687Receipt
      of stock subscription
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  875
                  
                  
                  -
                  
                  
                  875Net
      loss for the year ended November 30, 2007
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (38,382)
                  
                  
                  (38,382)Balance,
      November 30, 2007
                  
                  1,390,000
                  
                  $
                  1,390
                  
                  $
                  38,610
                  
                  $
                  -
                  
                  $
                  (39,820)
                  
                  $
                  180
  The
accompanying condensed notes are an integral part of these interim financial
statements.


F-4
 Table of Contents


CODYRESOURCES, INC.
 (A
Development Stage Company)
 Statements
of Cash Flows


For
      the
                      Year Ended
                      November 30,
                      2007
              
              Since
      Inception
                        on July 20,
                        2006 Through
                        November 30,
                        2006
              
              Since
      Inception
                        on July 20,
                        2006 Through
                        November 30,
                        2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
              $
              (38,382)
              
              $
              (1,438)
              
              $
              (39,921)Adjustments
      to reconcile net loss to net cash used by operating
      activities:Common
      stock issued for debt
              
              -
              
              
              1,000
              
              
              1,000Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accounts payable
              
              (101)
              
              
              501
              
              
              501Net
      Cash Used by Operating Activities
              
              (38,483)
              
              
              63
              
              
              (38,420)CASH
      FLOWS FROM INVESTING ACTIVITIES
              
              -
              
              
              -
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIESCommon
      stock issued for cash
              
              875
              
              
              38,125
              
              
              39,000Net
      Cash Used by Financing Activities
              
              875
              
              
              38,125
              
              
              39,000NET
      INCREASE IN CASH
              
              (37,608)
              
              
              38,188
              
              
              580CASH
      AT BEGINNING OF PERIOD
              
              38,188
              
              
              -
              
              
              -CASH
      AT END OF PERIOD
              $
              580
              
              $
              38,188
              
              $
              580SUPPLIMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID FOR:Interest
              $
              -
              
              $
              -
              
              $
              -Income
      Taxes
              $
              -
              
              $
              -
              
              $
              -






F-5
 Table of Contents


CODYRESOURCES, INC.


(A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS





1.  DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Description of
business – Cody Resources, Inc. (hereinafter referred to as the
“Company”) located in Las Vegas, Nevada was incorporated in Nevada on July 20,
2006. The Company is in the mineral exploration and development
business.  The Company has not commenced production of
minerals.





Development Stage
Company – The accompanying financial statements have been prepared in
accordance with the Statement of Financial Accounting Standards No. 7
“Accounting and Reporting by Development-Stage Enterprises”.  A
development-stage enterprise is one in which planned principal operations have
not commenced or if its operations have commenced; there has been no significant
revenue there from.  The Company has not commenced its planned
principal operations and therefore is considered a Development Stage
Company.





Year-end – The
Company’s year-end is November 30..





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





Revenue and expense
recognition – Revenues are recognized when products are delivered and
accepted by the customer.  Costs and expenses are recognized during
the period in which they are incurred.





Income taxes – The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, which requires recognition of deferred tax assets
and liabilities for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credit carry-forwards.  Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in
the period that includes the enactment date.





Net
deferred tax assets consist of the following components:





For
      theYear
      Ended November 30, 2007
            
            For
      the Period Ended November 30, 2006Deferred
      tax assetsNOL
      Carryover
            $
            15,530
            
            $
            561Valuation
      allowance
            
            (15,530)
            
            
            (561)Net
      deferred tax assets
            $
            -
            
            $
            -




F-6
 Table of Contents


CODY
RESOURCES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS




1.  DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations:





For
      theYear
      Ended
              November
      30, 2007
            
            For
      the Period Ended November 30, 2006Book
      income
            $
            (14,969)
            
            $
            (561)Valuation
      allowance
            
            14,969)
            
            
            561$
            -
            
            $
            -





At
November 30, 2007, the Company had net operating loss carry forwards of
approximately $39,820 that may be offset against future taxable income through
2027.  No tax benefit has been reported in the November 30, 2007,
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
carryforwards for Federal Income tax reporting purposes are subject to annual
limitations.  Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in future years.





Research and development
costs – The Company accounts for research and development costs in
accordance with the Statement of Financial Standards No. 2 “Accounting for
Research and Development Costs”, which requires that all research and
development costs must be charged to expense as
incurred.  Accordingly, internal research and development costs are
expenses as incurred.  Third party research and development costs are
expenses when the contracted work has been performed or as milestone results
have been achieved.


Company-sponsored
research and development costs related to both present and future products are
expensed in the period incurred.   The Company has incurred no
expenses on research and development to date.





Mineral Property Payments
and Exploration Costs- The Company expenses all costs related to the
acquisition, maintenance and exploration of mineral claims in which it has
secured exploration rights prior to the establishment of proven and probable
reserves.  To date, the Company has not established the commercial
feasibility of its exploration prospects; therefore, all costs are to be
expensed.





Concentrations of
Risk - The Company’s bank accounts are deposited in insured institutions.
The funds are insured up to $100,000.  At December 31, 2007, the
Company’s bank deposits did not exceed the insured amounts.





Basic Loss Per
Share





The
computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period. The Company has no
common stock equivalents outstanding as of November 30, 2007.




F-7
 Table of Contents


CODY
RESOURCES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS




1.  DESCRIPTION OF BUSINESS,
HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)




For
      the
              Year
      Ended November 30, 2007
            
            For
      the Period Ended November 30, 2006Loss
      (numerator)
            $
            (38,382)
            
            $
            (1,438)Shares
      (denominator)
            
            1,390,000.
            
            
            1,390,000Per
      share amount
            $
            (0.03)
            
            $
            (0.00)





2.  CAPITAL STOCK
TRANSACTIONS





Common Stock – The
authorized common stock is 50,000,000 shares with a par value of $0.001 per
share.  As of November 30, 2007, The Company had 1,390,000 shares of
common stock issued and outstanding.





In
September 2006, the Company issued 1,000,000 shares of its common stock to its
director in exchange for a reduction in debt owed of $125 and $875 in
cash





In
October and November 2006, the Company issued 390,000 shares of its common stock
to thirty-nine individuals in exchange for $39,000 in cash.





3.   EFFECT
OF RECENTLY ISSUED ACCOUNT STANDARDS





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




F-8
 Table of Contents


CODY
RESOURCES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS




3.   EFFECT
OF RECENTLY ISSUED ACCOUNT STANDARDS(Continued)





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.




4.  GOING
CONCERN




The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.  If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources.  Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses, and
(2) seeking out and completing a merger with an existing operating
company.  However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.




F-9
 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.





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 November 30, 2007.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Donald Sampson. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of November 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 November 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.


10
 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 current directors and
executive officers, their ages and their present positions.





Name
            Age
            Position
      Held with the CompanyDonald
      Sampson
            56
            President,
      Chief Executive Officer and DirectorBarbara
      M. Grant
            60
            Treasurer,
      Secretary and Director





Set forth
below is a brief description of the background and business experience of
executive officers and directors.





Donald L. Sampson is our
President, and a director. As President, Mr. Sampson is responsible for the
day-to-day management of the Company and for the continued strategic evolution
of its mineral exploration and development programs.





Mr.
Sampson, an engineer by background, has a 30-year career in mining; post
consumer plastics recycling, and medical waste treatment.  He has been
involved in the engineering and project management field of mining since
1976.  He has provided design and equipment selection and procurement
services to the mining industry for crushing, milling, sizing, slurry handling,
tailings, mine dewatering, and sand backfill systems for mining operations all
over the world.





Mr.
Sampson was Vice President of International Development for Stericycle
Industries who manufactures and distributes medical and other waste processing
equipment from February 1999 until February 2004.  From February 2004
to March 2005 he was President of Process Engineers of Spokane, WA who engineers
and manufactures mining and gravel processing equipment.





Mr.
Sampson is currently Director (since February, 2005) President & CEO (since
March 2005) of


Globetech
Environmental, Inc. (NASDAQ GENV). Mr. Sampson works for Globetech on a part
time basis and currently does not draw a salary for those efforts. He will
initially devote 10% of his time to Cody Resources, Inc.





Barbara M. Grant is our
Secretary, Treasurer and a director, as well as our resident agent in Nevada. As
Secretary and Treasurer, Mrs. Grant is responsible for all filings, record
keeping and administrative functions for the Company. As resident agent, she is
the official recipient of notices and communications from the State of
Nevada.





Mrs.
Grant has been a stage and voice-over actress and member of Screen Actors Guild
(SAG) since 2000. She is the Chair of the SAG Conservatory in Las Vegas, and
secretary to the SAG Council.  She is a member of the board of directors
for Women in Film in Las Vegas for the last 2 years.




11
 Table of Contents





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.





Significant
Employees





Donald
Sampson and Barbara Grant are our only employees





We
conduct our business through agreements with consultants and arms-length third
parties. Current arrangements in place include the following:





1.
            A
      verbal agreement with our consulting geologist firm provides that it will
      review all of the results from the exploratory work performed upon the
      site and make recommendations based on those results in exchange for
      payments equal to the usual and customary rates received by geologist
      firms performing similar consulting
services.





2.
            Verbal
      agreements with our accountants to perform requested financial accounting
      services.





3.
            Written
      agreements with auditors to perform audit functions at their respective
      normal and customary rates.





Family
Relationships





There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.





Involvement
in Certain Legal Proceedings





To the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer, or
employee: (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 competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her 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 SEC 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.




12
 Table of Contents





Audit
Committee





We do not
have a separately-designated standing audit committee.  The entire
board of directors performs the functions of an audit committee, but no written
charter governs the actions of the board of directors when performing the
functions of that would generally be performed by an audit committee. The board
of directors approves the selection of our independent accountants and meets and
interacts with the independent accountants to discuss issues related to
financial reporting. In addition, the board of directors reviews the scope and
results of the audit with the independent accountants, reviews with management
and the independent accountants our annual operating results, considers the
adequacy of our internal accounting procedures and considers other auditing and
accounting matters including fees to be paid to the independent auditor and the
performance of the independent auditor.





We do not
have an audit committee financial expert because of the size of our company and
our board of directors at this time.  We believe that we do not
require an audit committee financial expert at this time because we retain
outside consultants who possess these attributes.





For the
fiscal year ending November 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.





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 November 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





Our
officers, directors and shareholders owning greater than ten percent of our
shares are not required to comply with Section 16(a) of the Securities Exchange
Act of 1934 because we do not have a class of securities registered under
Section 12 of the Securities Exchange Act of 1934.





Code
of Ethics Disclosure





As of
November 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.




13
 Table of Contents


Item10.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended November 30, 2007 and 2006.





We do not
pay to our directors or officers any salary or consulting fee. We anticipate
that compensation may be paid to officers in the event our formula becomes
marketable.





SUMMARY
      COMPENSATION TABLENameand
              principalposition
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Donald
      L. Sampson,
              President
      and CEO
            2007
              2006
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0Barbara
      M.
              Grant,
      Secretary and Treasurer
            2007
              2006
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0
            $0
              $0





Narrative
Disclosure to the Summary Compensation Table





We do not
compensate our executive officers by the payment of salaries or bonus
compensation.





Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.


14
 Table of Contents


Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of November 30,
2007.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      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
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Donald
      Sampson
            -
            -
            -
            -
            -
            -
            -
            -
            -Barbara
      Grant
            -
            -
            -
            -
            -
            -
            -
            -
            -





Compensation
of Directors





The table
below summarizes all compensation of our directors as of November 30,
2007.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
              Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Donald
      Sampson
            -
            -
            -
            -
            -
            -
            -Barbara
      Grant





Narrative
Disclosure to the Director Compensation Table





We do not
pay any cash compensation to our directors.


15
 Table of Contents


Item11.  Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder
Matters





The
following table sets forth, as of November 30, 2007, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:





Title
      of Class
            Name
      and address of beneficial owner
            Number
      of Shares of Common Stock
            Percentage
      of Common Stock (1)Common
      Stock
            Donald
      Sampson
              7716
      W. Rutter Parkway
              Spokane,
      WA 99208
            1,000,000
            71.9%Common
      Stock
            Barbara
      Grant
              10412
      Button Willow Dr.
              Las
      Vegas, NV 89134
            0
            0%Common
      Stock
            All
      Officers and Directors as a Group
            1,000,000
            71.9%


(1)
            The
      percent of class is based on 1,390,000 shares of common stock issued and
      outstanding as of November 30,
2007.





The
persons named above have full voting and investment power with respect to the
shares indicated.  Under the rules of the Securities and Exchange
Commission, a person (or group of persons) is deemed to be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security.  Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.


Item12.   Certain Relationships and Related
Transactions





None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:





·
            Any
      of our directors or officers;


·
            Any
      person proposed as a nominee for election as a
  director;


·
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our outstanding shares of common
      stock;


·
            Any
      of our promoters;


·
            Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.





16
 Table of Contents


Item13.   Exhibits





Exhibit
      Number
            Description3.1
            Articles
      of Incorporation (1)3.2
            By-laws
      (1)31.1
            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 our Form SB-2 filed with the Securities and Exchange
      Commission on January 18, 2007.





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 November 30, 2007 and 2006 were
approximately$5,500 and $2,000
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 November 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 November 30, 2007 and 2006  were $0 and $0
respectively.


17
 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.





Cody
Resources, Inc.





By:
            /s/
      Donald SampsonDonald
      L. Sampson
              President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer and DirectorFebruary
      19, 2008





In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:





By:
            /s/
      Barbara GrantBarbara
      M. Grant
              Secretary,
      Treasurer and DirectorFebruary
      19, 2008





By:
            /s/
      Donald SampsonDonald
      L. Sampson
              President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer and DirectorFebruary
      19, 2008