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

Form 10-Q

|ý | Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended January 31, 2008                     
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|r | Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to ________________
|  |                                                                                                                                                          
|  | Commission file number 000-52499                                                                                                                         

CANDEV RESOURCE EXPLORATION, INC.



|Nevada 
(State of Incorporation) | 98-0515290
(I.R.S. Employer Identification No.)
|-------------------------------- | -----------------------------------------------

Suite 2200 - 1177 West Hastings Street
Vancouver, British Columbia, Canada V6E 2K3Tel: (604) 688-7526(Address and telephone number of Registrant's principal
executive offices and principal place of business)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 ý
      No r

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

|Large accelerated filer r                                              | Accelerated filer r        
|---------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer r

(Do not check if a smaller reporting company) | Smaller reporting company ý

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
				
				Outstanding at March 14, 2008Common Stock, $0.001 par value per share
				
				8,780,000 shares
 1












CANDEV
RESOURCE EXPLORATION, INC.
 (An Exploration Stage Company)
 FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2008(Unaudited - Prepared by Management)(Stated in US Dollars)













------ INDEX -------

Interim Balance Sheets

Interim Statements of Operations

Interim Statements of Cash Flows

Interim Statement of Stockholders' Equity

Notes to Interim Financial Statements











2

---



CANDEV RESOURCE
EXPLORATION, INC.
(An Exploration Stage Company)
INTERIM BALANCE SHEETS(Unaudited - Prepared by Management)(Stated in US Dollars)



|                                                           | January 31
		2008    | October 31
		2007   
|---------------------------------------------------------- | -------------------- | --------------------
|                                                           | (Unaudited)          | (Audited)           
|ASSETS                                                    
|                                                           |                      |                     
|CURRENT                                                    |                      |                     
|Cash                                                       | $             25,713 | $             42,630
|Receivables                                                | 1,036                | 356                 
|Prepaid
		expenses and deposits                            | 1,000                | 1,000               
|                                                           |                      |                     
|Total
		Assets                                             | $             27,749 | $             43,986
|                                                           |                      |                     
|                                                           |                      |                     
|LIABILITIES AND STOCKHOLDERS' EQUITY                      
|                                                           |                      |                     
|CURRENT LIABILITIES                                        |                      |                     
|Accounts
		payable and accrued liabilities                 | $             31,577 | $             10,000
|                                                           |                      |                     
|Total
		Liabilities                                        | 31,577               | 10,000              
|                                                           |                      |                     
|STOCKHOLDERS'  (DEFICIENCY) EQUITY                         |                      |                     
|Authorized:                                                |                      |                     
|100,000,000
		preferred shares, par value $0.001 per share |                      |                     
|100,000,000
		common shares, par value $0.001 per share    |                      |                     
|Issued
		and outstanding:                                  |                      |                     
|8,780,000
		(2007 - 8,760,000) common shares (Note 4)      | 8,780                | 8,760               
|Additional paid in capital                                 | 126,680              | 116,940             
|Deficit
		- Accumulated during exploration stage           | (139,288)            | (91,714)            
|                                                           |                      |                     
|Total
		Stockholders' (Deficiency) Equity                  | (3,828)              | 33,986              
|                                                           |                      |                     
|Total
		Liabilities and Stockholders' (Deficiency) Equity  | $             27,749 | $             43,986
|                                                           |                      |                     
|Going concern (Note 2)                                     |                      |                     
|                                                           |                      |                     
|Commitments (Note 5)                                       |                      |                     



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

3

---



CANDEV RESOURCE EXPLORATION, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS(Unaudited - Prepared by Management)(Stated in US Dollars)



|                                                                          | Cumulative
		Amounts from
		Inception to
		January 31
		2008 | Three Months ended January 31
|------------------------------------------------------------------------- | ------------------------------------------------------------ | -----------------------------
|                                                                          | 2008                                                         | 2007                         
|                                                                          |                                                              |                              
|GENERAL AND ADMINISTRATIVE EXPENSES                                       |                                                              |                              
|Accounting
		and auditing                                                 | $             28,772                                         | $            4,040           
|Advertising
		and promotion                                               | 1,858                                                        | -                            
|Bank
		charges and interest                                               | 241                                                          | 77                           
|Consulting                                                                | 10,000                                                       | 10,000                       
|Foreign
		exchange loss (gain)                                            | 908                                                          | 15                           
|Legal                                                                     | 58,589                                                       | 19,224                       
|Office and
		sundry                                                       | 1,545                                                        | 729                          
|Transfer
		agent                                                          | 2,522                                                        | 262                          
|                                                                          |                                                              |                              
|                                                                          | 104,435                                                      | 34,347                       
|                                                                          |                                                              |                              
|MINERAL PROPERTY EXPENSES (Note 5)                                        |                                                              |                              
|Acquisition
		costs                                                       | 14,260                                                       | 9,760                        
|Exploration
		costs                                                       | 20,593                                                       | 3,467                        
|                                                                          |                                                              |                              
|                                                                          | 34,853                                                       | 13,227                       
|                                                                          |                                                              |                              
|NET AND COMPREHENSIVE LOSS                                                | $         (139,288)                                          | $          (47,574)          
|                                                                          |                                                              |                              
|                                                                          |                                                              |                              
|BASIC AND DILUTED NET LOSS PER
		COMMON SHARE                             |                                                              | $              (0.00)        
|                                                                          |                                                              |                              
|                                                                          |                                                              |                              
|                                                                          |                                                              |                              
|WEIGHTED AVERAGE NUMBER OF BASIC 
		AND DILUTED COMMON SHARES OUTSTANDING |                                                              | 8,763,261                    
|                                                                          |                                                              |                              



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

4

---



CANDEV RESOURCE EXPLORATION, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS(Unaudited - Prepared by Management)(Stated in US Dollars)



|                                            | Cumulative
		Amounts from
		Inception to
		January 31
		2008 | Three Months ended January 31
|------------------------------------------- | ------------------------------------------------------------ | -----------------------------
|                                            | 2008                                                         | 2007                         
|                                            |                                                              |                              
|OPERATING ACTIVITIES                        |                                                              |                              
|Net loss
		for the period                   | $         (139,288)                                          | $           (47,574)         
|Shares
		issued for mineral property        | 11,960                                                       | 9,760                        
|Changes
		in non-cash working capital items |                                                              |                              
|Receivables                                 | (1,036)                                                      | (680)                        
|Prepaid
		expenses and deposits             | (1,000)                                                      | -                            
|Accounts
		payable and accrued liabilities  | 31,577                                                       | 21,577                       
|                                            |                                                              |                              
|Cash
		used in operating activities         | (97,787)                                                     | (16,917)                     
|                                            |                                                              |                              
|                                            |                                                              |                              
|INVESTING ACTIVITY                          | -                                                            | -                            
|                                            |                                                              |                              
|                                            |                                                              |                              
|FINANCING ACTIVITY                          |                                                              |                              
|Common
		stock issued  for cash             | 123,500                                                      | -                            
|                                            |                                                              |                              
|Cash
		provided by financing activity       | 123,500                                                      | -                            
|                                            |                                                              |                              
|                                            |                                                              |                              
|NET INCREASE (DECREASE) IN CASH             | 25,713                                                       | (16,917)                     
|                                            |                                                              |                              
|CASH, BEGINNING OF PERIOD                   | -                                                            | 42,630                       
|                                            |                                                              |                              
|CASH, END OF PERIOD                         | $              25,713                                        | $              25,713        
|                                            |                                                              |                              
|                                            |                                                              |                              
|SUPPLEMENTAL DISCLOSURE                     |                                                              |                              
|Interest
		paid                             | $                      -                                     | $                      -     
|Income
		taxes paid                         | $                      -                                     | $                      -     





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

5

---



CANDEV RESOURCE EXPLORATION, INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION (JANUARY 9, 2006) TO JANUARY 31, 2008(Unaudited - Prepared by Management)(Stated in US Dollars)



|                                     |               |                   |                     | Deficit             |                
|------------------------------------ | ------------- | ----------------- | ------------------- | ------------------- | ---------------
|                                     | (Note 4)      |                   | Accumulated         |                    
|                                     | Common Shares | Additional        | During              | Total              
|                                     | Number        |                   | Paid In             | Exploration         | Stockholders'  
|                                     | of Shares     | Amount            | Capital             | Stage               | Equity         
|                                     |               |                   |                     |                     |                
|                                     |               |                   |                     |                     |                
|Shares
		issued for cash @ $0.001    |               |                   |                     |                     |                
|on
		January 13, 2006                | 5,500,000     | $           5,500 | $                 - | $                 - | $         5,500
|                                     |               |                   |                     |                     |                
|Shares
		issued for cash @ $0.01     |               |                   |                     |                     |                
|on
		August 24, 2006                 | 2,300,000     | 2,300             | 20,700              | -                   | 23,000         
|                                     |               |                   |                     |                     |                
|Shares
		issued for cash @ $0.10     |               |                   |                     |                     |                
|on
		October 31, 2006                | 950,000       | 950               | 94,050              | -                   | 95,000         
|                                     |               |                   |                     |                     |                
|Net loss
		for the period            | -             | -                 | -                   | (22,176)            | (22,176)       
|                                     |               |                   |                     |                     |                
|Balance, October 31, 2006            | 8,750,000     | 8,750             | 114,750             | (22,176)            | 101,324        
|                                     |               |                   |                     |                     |                
|Shares
		issued for mineral property | 10,000        | 10                | 2,190               | -                   | 2,200          
|@ $0.22
		on September 7, 2007       |               |                   |                     |                     |                
|                                     |               |                   |                     |                     |                
|Net loss
		for the year              | -             | -                 | -                   | (69,538)            | (69,538)       
|                                     |               |                   |                     |                     |                
|Balance, October 31, 2007            | 8,760,000     | 8,760             | 116,940             | (91,714)            | 33,986         
|                                     |               |                   |                     |                     |                
|Shares
		issued for mineral property |               |                   |                     |                     |                
|@ $0.488
		on January 16, 2008       | 20,000        | 20                | 9,740               | -                   | 9,760          
|                                     |               |                   |                     |                     |                
|Net loss
		for the period            | -             | -                 | -                   | (47,574)            | (47,574)       
|                                     |               |                   |                     |                     |                
|Balance, January 31, 2008            | 8,780,000     | $         8,780   | $      126,680      | $   (139,288)       | $       (3,828)









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

6

---



CANDEV RESOURCE EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
JANUARY 31, 2008
(Unaudited - Prepared by Management)
(Stated in US Dollars)

1.   ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Candev Resource
Exploration, Inc. (the "Company") was incorporated on January 9, 2006 under the
laws of the State of Nevada and extraprovincially registered under the laws of
the Province of British Columbia on August 15, 2006.

The Company is
an exploration stage company engaged in the acquisition, exploration and
development of resource properties.

2.   GOING
CONCERN

The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern, which contemplates, among other things, the realization of
assets and satisfaction of liabilities in the normal course of business.  As
shown in the accompanying financial statements, the Company incurred a net loss
of $47,574 for the three months ended January 31, 2008, and has an accumulated
deficit of $139,288. The Company intends to fund operations through equity
financing arrangements, which may be insufficient to fund its capital
expenditures, working capital, and other cash requirements.

The ability of
the Company to emerge from the exploration stage is dependent upon, among other
things, obtaining additional financing to continue operations, explore and
develop mineral properties, and the discovery, development and sale of ore
reserves.

These factors,
among others, raise substantial doubt about the Company's ability to continue as
a going concern. In response to these problems, management intends to raise
additional funds through public or private placement offerings. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

3.   BASIS
OF PRESENTATION

These interim
financial statements have been prepared in accordance with U.S. generally
accepted accounting principles for financial information and with the
instructions to Form 10-Q and Item 310(b) of Regulation S. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended January 31, 2008 are not necessarily indicative of the
results that may be expected for any interim period or an entire year. The
Company applies the same accounting policies and methods in its interim
financial statements as those in the most recent audited annual financial
statements.

4.   COMMON
SHARES

On January 13,
2006, the Company issued 5,500,000 common shares valued at $0.001 per share, for
total gross proceeds of $5,500 to the President of the Company.

On August 24,
2006, the Company issued 2,300,000 common shares valued at $0.01 per share, for
total gross proceeds of $23,000.

7

---



CANDEV RESOURCE EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
JANUARY 31, 2008
(Unaudited - Prepared by Management)
(Stated in US Dollars)

4.   COMMON
SHARES(Continued)

On October 31,
2006, the Company issued 950,000 common shares valued at $0.10 per share, for
total gross proceeds of $95,000.

On September 7,
2007, the Company issued 10,000 common shares valued at $0.22 per share,
pursuant to the terms of the King Property agreement (Note 5).

On January 16,
2008 the Company issued 20,000 common shares valued at $9,760, pursuant to the
terms of the King Property agreement (Note 5).

5.   MINERAL PROPERTY EXPLORATION EXPENSES

On August 25,
2006 (and as amended on January 15, 2008) the Company entered into an agreement
to acquire a 100% interest in certain mineral claims that make up the King
Property located in the Iskut River region in northwestern British Columbia. 
The costs are summarized as follows:



|Acquisition costs         | $ | 14,260 | 
|------------------------- | - | ------ | 
|Exploration costs         |   | 20,593 | 
|Balance, January 31, 2008 | $ | 34,853 | 

In order to earn
this 100% interest, subject to a 2% Net Smelter Return royalty, the Company must
make cash payments totalling $303,651 (Cdn$305,000) and issue 10,000 common
shares as follows:

(a)  $2,300 (Cdn$2,500) cash payment within ten business days of signing the
agreement (paid);

(b)  $2,491 (Cdn$2,500) cash payment and issuance of 10,000 common shares
(issued) within ten business days of the Company becoming free trading on the
OTCBB;

(c)  $9,962 (Cdn$10,000) cash payment on October 31, 2007 (20,000 common shares
in lieu of cash issued);

(d)  $39,848 (Cdn$40,000) cash payment on October 31, 2008;

(e)  $49,810 (Cdn$50,000) cash payment on October 31, 2009;

(f)   $99,620 (Cdn$100,000) cash payment on October 31, 2010; and

(g)  $99,620 (Cdn$100,000) cash payment on October 31, 2011.

The Company may,
at any time, purchase up to half (1%) of the Net Smelter Return royalty by
paying the vendor $996,200 (Cdn$1,000,000).

6.   FINANCIAL INSTRUMENTS

The Company's
financial instruments consist of cash, receivables and accounts payable and
accrued liabilities. It is management's opinion that the Company is not exposed
to significant interest, currency, or credit risks arising from these financial
instruments.  The fair values of these financial instruments approximate their
carrying values due to their short term-maturity or capacity of prompt
liquidation.

8

---



CANDEV
RESOURCE EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
JANUARY 31, 2008
(Unaudited - Prepared by Management)
(Stated in US Dollars)

7.    RELATED PARTY TRANSACTIONS

On January 13,
2006, the Company issued 5,500,000 common shares valued at $0.001 per share to
the president of the Company for gross proceeds of $5,500.



































9

---



Item 2. Management's Discussion and Analysis or Plan of Operations

Overview

This quarterly report contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our
company believes," "management believes" and similar language.  These
forward-looking statements are based on our current expectations and are subject
to certain risks, uncertainties and assumptions, including those set forth in
the following discussion, including under the heading "- Risk Factors".  Our
actual results may differ materially from results anticipated in these
forward-looking statements.  We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them.  In addition, our historical financial performance is not necessarily
indicative of the results that may be expected in the future and we believe that
such comparisons cannot be relied upon as indicators of future performance.
Other important factors that could cause actual results to differ materially
include the following:  business conditions, the price of precious metals,
ability to attract and retain personnel; the price of the Company's stock; and
the risk factors set forth from time to time in the Company's SEC reports,
including but not limited to its annual report on Form 10-K; its quarterly
reports on Forms 10-Q; and any reports on Form 8-K.  In addition, the Company
disclaims any obligation to update or correct any forward-looking statements in
all the Company's annual reports and SEC filings to reflect events or
circumstances after the date hereof.

Business

History and Organization

Candev
Resource Exploration, Inc. (the "Company" or "Candev") was incorporated under
the laws of the state of Nevada on January 9, 2006.  We are considered an
exploration stage company. To date, our activities have been limited to
organizational matters, obtaining a geology report on the King claims and the
preparation and filing of a registration statement.  In connection with the
organization of our Company, the founding shareholders of our Company
contributed an aggregate of US$5,500 cash in exchange for a total of 5,500,000
shares of common stock.  The Company is quoted for trading on the OTC Bulletin
Board under the stock symbol "CVRX".  Candev is defined as a "shell company"
under Rule 12b-2 of the Exchange Act.

We acquired
our mining property from Carl von Einsiedel under a Property Option Agreement
dated August 25, 2006 whereby we have a right and option to acquire a 100%
interest in and to the King claims. On January 15, 2008 Candev amended the
Property Option Agreement.  The Amended Property Option Agreement now includes
two (2) additional mining claims located in the Iskut River region in
northwestern British Columbia:  tenure numbers 552025 and 552026.  The two
additional claims increase the area of the King claims by 993.7 hectares and are
known as the "King South Claims".  The original three (3) claims subject to the
Property Option Agreement are now known as the "King North Claims".  The total
five (5) claims now included within the Amended Property Option Agreement
comprise two non-contiguous blocks, which total 1,614.1 hectares.  In addition,
the payments have been amended whereby Candev is now obligated to make cash
payments of CDN$305,000 over a five year period instead of CDN$100,000 over a
four year period.  Mr. Von Einsiedel also had the option to receive $10,000 on
the first anniversary of the Agreement as cash or 20,000 shares of Candev, which
Mr. Von Einsiedel subsequently decided to exercise and 20,000 shares were issued
on January 16, 2008.  The anniversary date of the Agreement is now defined as
October 31 of each year.

Property Option Agreement

The King claims consist of five mineral claims covering
approximately 1,614.1 hectares (3,987 acres).  The following table sets forth
the details of the claims:

10

---



|Name - Tenure #           | Area in Ha          | Expiry Date       
|------------------------- | ------------------- | ------------------
|King North Claim - 508287 | 159 (394 acres)     | September 30, 2009
|King North Claim - 528276 | 443 (1,095 acres)   | September 30, 2009
|King North Claim - 531518 | 17.72 (43.79 acres) | September 30, 2009
|King South Claim - 552025 | 976 (2,411 acres)   | September 30, 2009
|King South Claim -552026  | 17.75 (43.84 acres) | September 30, 2009

Under the
Amended Property Option Agreement, Carl von Einsiedel has a 2% Net Smelter
Return ("NSR") royalty interest in the King claims, if and when Candev exercises
its option to acquire a 100% interest in the King Property by making the
required cash payments.  The NSR means the gross value of ore, ore concentrates
or bullion shipped from the King Property as shown on the smelter settlement
sheets and any output or production tax levied with respect to production from
the King Property.

Candev also
has the right to purchase at any time up to 1% (or 50% of the NSR) by paying Mr.
von Einsiedel $996,200 (CDN$1,000,000).

Under the
Agreement, Candev is required to make all filings related to the King Property
and to maintain the King Property in good standing by preparing and filing the
assessment reports, paying taxes and keeping the King Property free and clear of
all liens and encumbrances.

The $303,651
(CDN$305,000) cash payments will be paid as follows:

|(a) | $2,300
		(CDN$2,500) upon signing of the Agreement (paid);                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | $2,491
		(CDN$2,500) when Candev is quoted for trading on the OTC Bulletin Board
		(paid);                                                                                                            
|(c) | $9,962
		(CDN$10,000) on the first anniversary date (October 31, 2007) of the
		Agreement or 20,000 shares of Candev (subsequently issued on January 16,
		2008) at the choosing of Mr. von Einsiedel;
|(d) | $39,848
		(CDN$40,000) on the second anniversary date (October 31, 2008) of the
		Agreement;                                                                                                          
|(e) | $49,810
		(CDN$50,000) on the third anniversary date (October 31, 2009) of the
		Agreement;                                                                                                           
|(f) | $99,620
		(CDN$100,000) on the fourth anniversary date (October 31, 2010) of the
		Agreement; and                                                                                                     
|(g) | $99,620
		(CDN$100,000) on the fifth anniversary date (October 31, 2011) of the
		Agreement.                                                                                                          

As required
under the Property Option Agreement, the Company issued 10,000 shares to Mr. von
Einsiedel on September 7, 2007 and 20,000 shares pursuant to the Amended
Property Option Agreement on January 16, 2008.

11

---



Geology Report

In August
2006, Mr. Ian Foreman, P.Geo. was hired by Candev to provide an initial Geology
Report on the King claims.  Mr. Foreman has 8 years experience as a consulting
geologist and has continuously practiced in his profession as a geologist since
1993.  He graduated in 1992 from Queen's University in Ontario, Canada, with a
Bachelor of Science degree in geology.  He is a member of the Association of
Professional Engineers and Geoscientists of the Province of British Columbia
(No. 23572).  The purpose of this report was to evaluate the area of the claim
group, and the prior exploration work conducted on the claims, and to recommend
an exploration program.

Recommended Exploration Program

Mr. Foreman
has updated the recommended initial exploration program in a summary report
dated January 7, 2008.  Mr. Foreman recommends sampling and mapping be completed
on the King North Claims and the King South Claims prior to implementing a more
extensive exploration program.  The 2008 program should include sampling and
mapping of all of the known prospects at an estimated cost of $19,924
(CDN$20,000).  This should also include an allowance for an additional $79,696
(CDN$80,000) to provide funding for a stage 2 program that would include
detailed sampling and geophysical surveys, which would then prepare the property
for drill testing.

Geological Exploration Program

Our mineral
claims presently do not have any mineral reserves. The property that is the
subject of our mineral claims is undeveloped and does not contain any open-pit
or underground mines. There is no mining plant or equipment located on the
property.

Exploration is
currently in the preliminary stages.  Our exploration program is exploratory in
nature and there is no assurance that mineral reserves will be found.

Candev should
be prepared to run stages 1 and 2 concurrently.  In the event that initial
sampling indicates that additional work is justified it should be possible to
complete the geophysical surveys.  This would then allow the Company to prepare
sites for drill testing in time for the 2009 field season.

Budget
allocations are as follows:



|Stage 1:                                       |                       
|---------------------------------------------- | ----------------------
|                                               |                       
|Crew mobilization and accommodation            | CDN$2,500             
|Geological personnel (allow 15 man days @$500) | CDN$7,500             
|Helicopter support (allow 5 hours @$1,000)     | CDN$5,000             
|Assays                                         | CDN$1,000             
|Contingency                                    | CDN$2,000             
|Technical reports                              | CDN$2,000             
|Total                                          | CDN$20,000 (US$19,924)
|                                               |                       
|Stage 2:                                       |                       
|                                               |                       
|Crew mobilization and accommodation            | CDN$4,500             

12

---



|Geological
		personnel (allow 20 man days @$500) | CDN$10,000            
|------------------------------------------------ | ----------------------
|Helicopter support (allow 10 hours @$1,000)      | CDN$10,000            
|Assays                                           | CDN$1,000             
|Geophysics                                       | CDN$45,000            
|Contingency                                      | CDN$4,000             
|Technical reports                                | CDN$3,000             
|Total                                            | CDN$80,000 (US$79,696)
|                                                 |                       

Foremost
Geological Consulting is a business operated by Mr. Ian Foreman.  Mr. Foreman is
a qualified geologist and we will engage him to conduct the mineral exploration
program under industry standards.  He will be responsible for hiring personnel
and for all appropriate worker-related costs and will bill us for their
services.

Canadian Mining Law

Work on the claim is governed by the laws of British Columbia. 
Title to mineral claims are issued and administered by the Mineral Titles
Branch, Ministry of Energy and Mines, and title must comply with all provisions
under the Mineral Tenure Act (British Columbia).  A mineral claim acquires the
right to the minerals which were available at the time of location and as
defined in the Mineral Tenure Act (British Columbia).  There are no surface
rights included, but the title holder has the right to use the surface of the
claim for mining purposes only.  All work carried out on a claim that disturbs
the surface by mechanical means requires a Notice of Work and must receive
written approval from the District Inspector of Mines prior to commencement.

The sections below describing the property are excerpts from a
geological report dated October 31, 2006 prepared by Mr. Ian Foreman, our
consulting geologist.

Location and Access

The King
claims are located in the Iskut River region in northwestern British Columbia in
the Liard Mining Division.  The King Project is located within the eastern
boundary of the Coast Range Mountains approximately 275 kilometres (170 miles)
northwest of Smithers, British Columbia.

The King
claims are located at NTS 104-B/14E and 104-B15/W.  The area is accessed by
using fixed wing aircraft from Smithers to the Bronson Creek airstrip located on
the southern side of the Iskut River.  Daily travel to the property is via
helicopter only.  Alternate access to the Bronson Creek airstrip, by fixed wing
aircraft is possible via Terrace, Stewart or Wrangell.  Personnel and material
delivered via the Stewart-Cassiar Highway to Bob Quinn Lake can be transported
via helicopter to the property.

Claim Status

The King
claims consist of three mineral claims covering 600 hectares (1,482 acres). 
Claim title is recorded with the Provincial Ministry of Energy, Mines and
Petroleum Resources.  The recorded owner is Carl von Einsiedel.  Upon exercise
of the option under the Property Option Agreement, Mr. von Einsiedel will
transfer the King claims to Candev.

Physiography

The King
Project is situated in a mountainous, heavily glaciated region to the west of
the head of the Verrett River.  Relief ranges from 500 meters (0.31 miles) above
sea level to approximately 1800 meters (1.12 miles) along the northern
boundary.  The Forrest Kerr Icefield lies immediately to the northwest of the
area.

13

---



The tree
line is at approximately 1200 (0.75 miles) meters above sea level.  Below this
elevation the vegetation is dense and predominantly made up of coniferous trees
with an undergrowth of devil's club.  Steep side creeks provide the best access
and geologic control in this area.  Snow cover is a limiting factor on the field
season. The period of least snow cover occurs between July and mid-September.

History and Previous Work

The Iskut River area has been actively explored since Hudson's Bay
Mining and Smelting located the Pick Axe showing and high grade gold, silver,
lead and zinc geological formations on the upper slopes of nearby Johnny
Mountain in 1954.  During the 1960's several claims were staked on Johnny
Mountain and Sulphurets Creek. Airborne geophysical surveys were carried out on
a reconnaissance basis by several major mining companies. A promising geological
formation was located at the head of Bronson Creek in 1969 by Skyline
Exploration Ltd.

During the
period 1980-1986, Skyline completed a follow-up exploration program on the
Stonehouse Gold Zone.  This revealed the presence of high grade gold
mineralization with significant values in silver and copper.

In response to
this an extensive and ongoing underground development and diamond drill program
was undertaken in 1987.

DuPont of
Canada Explorations Ltd. staked the McLymont property, located approximately two
kilometers to the northeast, on the basis of a regional stream sediment survey
in 1980. A number of geophysical and geochemical targets plus gold-silver
bearing quartz veins were discovered.

Between 1962
and 1972 Newmont Mining Corporation of Canada Ltd. investigated several
copper-bearing skarn zones northwest of Newmont Lake.  A limited follow-up silt
sampling program encountered some anomalous gold values but subsequently no
further work was done.

During July
and August 1987, Ticker Tape Resources ran phase one of a two phase exploration
program.  Phase 1 included prospecting, geological mapping and geochemical
sampling.

In October
1987 Ticker Tape Resources, undertook phase 2 portion of the exploration program
including 4.1 km of ground geophysical surveying completed over the North
silver-lead-zinc zone that identified a subsequent diamond drilling program.

This is a
historical summary of exploration work done on the King claims or areas around
the claim.  There is no assurance that a commercially viable ore deposit (if
any) exists on the King Property until further exploration work and
comprehensive evaluation based upon unit cost, grade, recoveries and other
factors including economic feasibility.

Property Geology

The King
Project lies within the western most part of the Intermontane Tectonic Belt,
close to its boundary with the Coastal Crystalline Tectonic Belt.  As a result
of the proximity of this area, geologic relationships tend to be quite complex.

Discussion in January 7, 2008
Report

During June
2007 Candev reviewed the technical data for a second claim group comprising
993.7 hectares (2,454 acres) owned by the same vendor that hosts an additional
gold prospect (referred to as the King South Prospect) located immediately
southwest of the King Project but separated by a narrow fractional claim owned
by unrelated third parties.

In early July
a site visit was completed and field personnel were able to complete a limited
examination of the King Vein area however, both the North and South Zones and
the King South Prospect were still snow covered as a result of an unusually late
spring melt.  Although most of the King Vein area was also snow covered, field

14

---



personnel were able to sample several large angular blocks of quartz containing
sulfide minerals that were obviously dislodged from the King Vein.

A second
attempt was made to visit all of the known mineralized zones on September 15 but
an early winter storm made it impossible to safely access the property and no
further work was carried out.  The total cost of fieldwork and geo-referencing
of historical sampling data completed during the calendar year 2007 was $9,293
(CDN$9,111).

Geological and Technical Staff

Foremost
Geological Consulting has subcontracted Ram Explorations Ltd.to assist
with the exploration programs.  At the right time, we will hire from the
available pool of contract geologists depending on the time of the year and
availability of experience.  Presently, there are no other agreements or
understandings to hire such geologists or engineers.

Competitive Factors

The mineral
industry is fragmented. We compete with other exploration companies looking for
a variety of mineral resources. We are a very small exploration company compared
to many of our competitors.  Although we will be competing with other
exploration companies, there is no competition for the exploration of minerals
on our mineral claim.  We intend to explore and hope to find sufficient
mineralization to a point in which major mining companies or mining financial
groups would seriously consider pursuing the mineral claim as a valuable and
significant acquisition.

Location Challenges

We do not
expect any major challenges in accessing the property during the initial
exploration stages.  However, due to the seasonal winter conditions of the area,
we can only access the property between May and September of each year.

Regulations

Our mineral
exploration program will comply with the British Columbia Mineral Tenure Act. 
This act sets forth rules for:

*  locating claims
*  posting claims
*  working claims
*  reporting work performed

We also have
to comply with the British Columbia Mineral Exploration Code which tells us how
and where we can explore for minerals.  We must comply with these laws to
operate our business.  Compliance with these rules and regulations will not
adversely affect our operations.

In order to
explore for minerals on our mineral claim we must submit our plan for review. 
We believe that the plan will be accepted and an exploration permit will be
issued to us or our agent. The exploration permit is the only permit or license
we will need to explore for precious and base minerals on the mineral claim.

We will be
required to obtain additional work permits from the British Columbia Ministry of
Energy and Mines for any exploration work that results in a physical disturbance
to the land.  Accordingly, we may be required to obtain a work permit if we
proceed beyond the exploration work contemplated by our proposed Phase I and
Phase II exploration programs.  There is a charge of approximately $1,494
(CDN$1,500) in order to obtain a work permit under the Mining Act.  The time
required to obtain a work period is approximately four weeks.  We will incur the
expense of our consultants to prepare the required submissions to the Ministry
of Energy and Mines.  We will be required by the Mining Act to undertake
remediation work on any work that results in physical

15

---



disturbance to the land.  The cost of remediation work will vary according to
the degree of physical disturbance.  No remediation work is anticipated as a
result of completion of Phase I and Phase II of the exploration program.

We have
budgeted for regulatory compliance costs in the proposed exploration program
recommended by the  summary report.  As mentioned above, we will have to sustain
the cost of reclamation and environmental remediation for all exploration and
other work undertaken.  The amount of reclamation and environmental remediation
costs are not known at this time as we do not know the extent of the exploration
program that will be undertaken beyond completion of the recommended exploration
program.  Because there is presently no information on the size, tenor, or
quality of any mineral resource at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potential mineral deposit is discovered.

If we enter
into substantial exploration, the cost of complying with permit and regulatory
environment laws will be greater than in Phase I and Phase II because the impact
on the project area is greater.  Permits and regulations will control all
aspects of any program if the project continues to that stage because of the
potential impact on the environment.  We may be required to conduct an
environmental review process under the British Columbia Environmental Assessment
Act if we determine to proceed with a substantial project.  An environmental
review is not required under the Environmental Assessment Act to proceed with
the recommended Phase I or Phase II exploration programs on our King claims.

Environmental Factors

We will also
have to sustain the cost of reclamation and environmental remediation for all
work undertaken which causes sufficient surface disturbance to necessitate
reclamation work.  Both reclamation and environmental remediation refer to
putting disturbed ground back as close to its original state as possible.  Other
potential pollution or damage must be cleaned up and renewed along standard
guidelines outlined in the usual permits.  Reclamation is the process of
bringing the land back to a natural state after completion of exploration
activities.  Environmental remediation refers to the physical activity of taking
steps to remediate, or remedy, any environmental damage caused, i.e. refilling
trenches after sampling or cleaning up fuel spills.  Our Phase I and II programs
do not require any reclamation or remediation other than minor clean up and
removal of supplies because of minimal disturbance to the ground.  The amount of
these costs is not known at this time as we do not know the extent of the
exploration program we will undertake, beyond completion of the recommended two
phases described above.  Because there is presently no information on the size,
tenor, or quality of any resource or reserve at this time, it is impossible to
assess the impact of any capital expenditures on our earnings or competitive
position in the event a potential-economic deposit is discovered.

Employees

Initially, we
intend to use the services of contractors and consultants for exploration work
on our properties. At present, we have no paid employees.  We believe keeping a
low number of full-time employees will conserve cash and allow greater
flexibility in the future.

Plan Of Operations

Our
business plan is to proceed with the exploration of the King claims to determine
whether there are commercially exploitable reserves of base and precious
metals.  We have decided to embark upon the initial phase of the exploration
program recommended by Ian Foreman, P.Geo.  Stage 1 and Stage 2 of the
recommended program will cost approximately $99,620 (CDN$100,000).  On January
31, 2008 we had cash on hand of $25,713 and working capital deficit of
$(3,828).  Accordingly, we are not able to proceed with Stage 1 or Stage 2 of
our exploration program.  We will need additional funding of at least $99,620
(CDN$100,000) to complete stage 2, make the $39,848 (CDN$40,000) payment under
the Amended Property Option Agreement and meet operating expenses.

As a result of an assessment of the results of our initial exploration program
conducted in 2007 and amendment of the Property Option Agreement to include two
additional claims known as the King South claims, we updated

16

---



and
modified our proposed exploration.  Should a follow-up exploration program be
undertaken, it would likely commence in 2009 after reviewing the results of
stage 1 and stage 2 exploration results.  The cost of stage 1 is $19,924
(CDN$20,000) and for stage 2 is $79,696 (CDN$80,000).  We presently do not have
sufficient working capital  to carry out stage 1 or  stage 2 of our exploration
program.

During this
exploration stage, Mr. McLeary, our president, will only be devoting
approximately 20 hours per week of his time to our business. We do not foresee
this limited involvement as negatively impacting our company over the next 12
months as all exploratory work is being performed by an outside consultant.  If,
however, the demands of our business require more time of Mr. McLeary, such as
raising additional capital or addressing unforeseen issues with regard to our
exploration efforts, he is prepared to adjust his timetable to devote more time
to our business, up to 30-40 hours per week.

In the event
that we require additional funding, we anticipate that such funding will be in
the form of equity financing from the sale of our common stock.  We will not be
using our effective registration statement in any subsequent unregistered
offering and we will comply with applicable integration rules as set forth in
Rule 502(a) of Regulation D. However, we cannot provide investors with
any assurance that we will be able to raise sufficient funding from the sale of
our common stock to fund additional phases of the exploration program should we
decide to proceed. We believe that debt financing will not be an alternative for
funding any further phases in our exploration program. The risky nature of this
enterprise and lack of tangible assets places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated. We do not
have any arrangements in place for any future equity financing.

We anticipate
that we will incur the following expenses over the next 12 months:

(1)  $99,620 (CDN$100,000) in connection with the completion of stage 1
and stage 2 of our recommended geological work program; and

(2)  $20,000 for operating expenses and $39,848 (CDN$40,000) for the
second anniversary payment due under the Amended Property Option Agreement.

We had cash in
the amount of $25,713 as of January 31, 2008.  We do not have plans to purchase
any significant equipment or change the number of our employees during the next
12 months. Accordingly, we will need to obtain additional financing to meet
exploration work program expenses, operating expenses and property payments for
the next 12 months.

Results of Operations forthe Three Month Period Ended January 31,
2008

We did not earn any revenues from inception on January 9, 2006 to
January 31, 2008.  We do not anticipate earning revenues until such time as we
have 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 on our properties, or if such resources are discovered, that we will
enter into commercial production of our mineral properties.

We incurred
losses and operating expenses in the amount of $47,574 for the three month
period ended January 31, 2008.

Liquidity and Capital Resources

We had cash of
$25,713 as of January 31, 2008.  We had a working capital deficit of $3,828 as
of January 31, 2008.

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.

17

---



Risk Factors

There is no
assurance that our business will be profitable. We must conduct exploration to
determine what amount, type and tenure of minerals, if any, exist on our
property. We do not claim to have any reserves whatsoever at this time on any of
our claims.  An investment in our common stock involves a high degree of risk. 
You should carefully consider the risks described below and the other
information in this report before investing in our common stock.  If any of the
following risks occur, our business, operating results and financial condition
could be seriously harmed.

We are a
recently organized business and you cannot evaluate the investment merits of our
Company because we have no operating history.

Our Company is
only recently organized with no operating history, which makes it difficult to
evaluate the investment merits of our Company.  Our Company was recently
organized on January 9, 2006 and is a start-up company. We have no operating
history and we do not have any business prior to our organization. From
inception to January 31, 2008, we incurred losses in the amount of $139,288 in
our operations.

We may not be able to continue as a going
concern if we do not obtain additional financing.

Because of our
lack of funds and short operating history incurring only expenses, our
independent accountants' audit report states that there is substantial doubt
about our ability to continue as a going concern. Our independent auditor
pointed out that we incurred only losses since our inception raising substantial
doubt about our ability to continue as a going concern.  Therefore, our ability
to continue as a going concern is highly dependent upon obtaining additional
financing for our planned operations.  As of the date hereof, all our cash has
been raised from the issuance of securities.

If we do not obtain additional financing, our
business will fail because we cannot fund our planned exploration program.

In order for
us to perform any further exploration under our  exploration program, we will
need to obtain additional financing. As of January 31, 2008, we had cash in the
amount of $25,713.  We currently do not have any operations and we have no
income. Our business plan calls for incurring additional expenses in connection
with the mapping, prospecting and surveying program of our mineral claims. 
Presently, we do not have sufficient funds to carry out stage 1 or  stage 2.  We
will need to raise additional cash for funding stage 1 and 2.  If our
exploration programs are successful in discovering ore of commercial tonnage and
grade, we will require additional funds in order to place the King claims into
commercial production. We currently do not have any arrangements for financing
and we may not be able to obtain financing when required. Obtaining additional
financing would be subject to a number of factors, including the market price
for base and precious metals and the cost of exploring for these minerals. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us.

Because our sole executive officer and director does not have formal
training specific to the mining industry, there is a higher risk our business
will fail.

Mr. Mark
McLeary, our sole executive officer and director, does not have any formal
training as a geologist, or in the technical aspects of management of a company
specializing in mining and exploration for base and precious metals.  With no
direct training or experience in these areas, our management may not be fully
aware of the specific requirements related to working within this industry.
Although Mr. McLeary has some significant business experience, his decisions and
choices may not take into account standard exploration or mining approaches
commonly used in the industry. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.

Because our
sole executive officer and director has only agreed to provide his services on a
part-time basis, he may not be able or willing to devote a sufficient amount of
time to our business operations, causing our business to fail.

18

---



Mr. Mark
McLeary, our sole executive officer and director, is also a principal of McLeary
Capital Management, Inc., a company specializing in the provision of retirement,
tax and estate planning advice to individuals and corporations in British
Columbia. Because we are in the early stages of our business, Mr. McLeary
devotes approximately 20 hours per week to our affairs. If the demands of our
business require the full business time of Mr. McLeary, he is prepared to adjust
his timetable to devote up to 30-40 hours a week. However, Mr. McLeary may not
be able to devote sufficient time to the management of our business, as and when
needed. It is possible that the demands of Mr. McLeary's other business
interests will increase with the result that he would no longer be able to
devote sufficient time to the management of our business. Competing demands on
Mr. McLeary's time may lead to a divergence between his interests and the
interests of other shareholders.

We are
highly dependent on our senior management. The loss of our sole executive
officer could hinder our ability to pursue our stated plan of operation and
obtain debt or equity financing, if and when required.

We believe
that our continued success depends to a significant extent upon the efforts and
abilities of our senior management and in particular Mark McLeary, our sole
executive officer and director. Mr. McLeary has been a certified financial
planner since 1995 and a chartered financial planner since 1993. He has worked
in the financial planning industry for over 17 years with an emphasis on
investment and tax planning. We believe that the loss of Mr. McLeary's business
and management experience could hinder our ability to pursue our stated plan of
operation and obtain debt or equity financing, if and when required.

We have no known mineral resources and if we cannot
find any mineral resources we may have to cease operations.

We have no
measured mineral bodies.  If we do not find a mineral body or bodies containing
valuable minerals or metals or if we cannot conduct further exploration of any
discovered minerals, either because we do not have money to do it or because it
is not economically feasible to do it, we may have to cease operations and you
will lose your investment.

Our sole asset is an Amended Property Option Agreement
and if we fail to make the required payments on a timely basis, we will lose the
right to acquire a 100% interest in and to the King Project.

Under the
Amended Property Option Agreement we have a right and option to acquire a 100%
interest in and to the King claims by paying a total of $303,651 (CDN$305,000)
in cash over a five year period to Mr. Carl von Einsiedel.  The failure of our
Company to make any cash payments or issue the shares within the contractual
time limit will allow Mr. von Einsiedel to terminate the Agreement.  If the
Agreement is terminated, we will lose all rights to the King Property, including
any payments previously made to Mr. von Einsiedel.  The Amended Property Option
Agreement is our sole asset and if we lose the contractual rights to acquire the
King Property, we will have no assets and you may lose all your investment in
our Company.

Title to the King claims is registered in the name of
Mr. Carl von Einsiedel and he may transfer title to third parties without our
knowledge.

The Property
Option Agreement only gives us a right to acquire the King claims by fulfilling
our obligations under the contract.  We cannot absolutely prevent Mr. Carl von
Einsiedel from transferring the King Property to third parties without our
knowledge.  A third party has no way of knowing that we have rights to the King
Property since ownership is registered in the name of Mr. von Einsiedel at the
Minerals Title Office of British Columbia.  If the King Property is transferred
to third parties we may have to litigate in order to determine our ownership
rights.  There is no way of knowing if Mr. von Einsiedel will or has transferred
the property to third parties.  Our only protection is our contractual rights
under the Agreement.



19

---



As we will be subject to compliance with government regulation, which
may change, the anticipated costs of our exploration program may increase.

There are
several governmental regulations that materially restrict mineral exploration or
exploitation. We will be subject to the Mining Act of British Columbia as we
carry out our exploration programs. We may be required to obtain work permits,
post bonds and perform remediation work for any physical disturbance to the land
in order to comply with these regulations. While our planned exploration program
budgets for regulatory compliance, there is a risk that new regulations could
increase our costs of doing business and prevent us from carrying out our
exploration program.

As the Province of British Columbia owns the
land covered by our mineral claims and native land claims might affect our title
to the mineral claims or to British Columbia's title to the property, our
business plan may fail.

We are unaware
of any outstanding native land claims on the King claims. However, it is
possible that a native land claim could be made in the future. The federal and
provincial government policy at this time is to consult with all potentially
affected native bands and other stakeholders in the area of any potential
mining. Should we encounter a situation where a native person or group claims an
interest in our claims, we may be able to provide compensation to the affected
party in order to continue with our exploration work, or if such an option is
not available, we may have to relinquish our interest in these claims. In either
case, the costs and/or losses could be greater than our financial capacity and
our business would fail.

Because we
have nominal operations and nominal assets, we are considered a "shell company"
and will be subject to more stringent reporting requirements.

The Securities
and Exchange Commission ("SEC") adopted Rule 405 and Exchange Act Rule 12b-2
which defines a shell company as a registrant that has no or nominal operations,
and either (a) no or nominal assets; (b) assets consisting solely of cash and
cash equivalents; or (c) assets consisting of any amount of cash and cash
equivalents and nominal other assets.  Our balance sheet states that we have
cash as our only asset; therefore, we are defined as a shell company.  The rules
prohibit shell companies from using a Form S-8 to register securities pursuant
to employee compensation plans.  However, the rules do not prevent us from
registering securities pursuant to the registration statements.  Additionally,
the rule regarding Form 8-K requires shell companies to provide more detailed
disclosure upon completion of a transaction that causes it to cease being a
shell company.  We must file a current report on Form 8-K containing the
information required in a registration statement on Form 10, within four
business days following completion of the transaction together with financial
information of the private operating company.  In order to assist the SEC in the
identification of shell companies, we are also required to check a box on Form
10-Q and Form 10-K indicating that we are a shell company.  To the extent that
we are required to comply with additional disclosure because we are a shell
company, we may be delayed in executing any mergers or acquiring other assets
that would cause us to cease being a shell company.  The SEC adopted a new Rule
144 effective February 15, 2008, which does not allow a holder of restricted
securities of a "shell company" to resell under the prospectus exemptions of new
Rule 144.

Because our
sole executive officer and director, Mr. Mark McLeary, controls approximately
62% of our outstanding common stock, investors may find that corporate decisions
influenced by Mr. McLeary are inconsistent with the best interests of other
stockholders.

Mr. Mark
McLeary, our sole executive officer and director, controls approximately 62% of
our issued and outstanding shares of common stock. Accordingly, in accordance
with our articles of incorporation and bylaws, Mr. McLeary is able to control
the election of our board of directors and thus could act, or could have the
power to act, as our management. The interests of Mr. McLeary may not be, at all
times, the same as that of other shareholders. Since Mr. McLeary is not simply a
passive investor but is also one of our active executives, his interests as an
executive may be adverse to those of passive investors. Where those conflicts
exist, our shareholders will be dependent upon Mr. McLeary exercising, in a
manner fair to all of our shareholders, his fiduciary duties as an officer or as
a member of our board of directors. Also, Mr. McLeary will have the ability to
significantly influence the outcome of most corporate actions requiring
shareholder approval, including the merger of Candev with or into another
company, the sale of all or substantially all of our assets and

20

---



amendments to our articles of incorporation. This concentration of ownership
with Mr. McLeary may also have the effect of delaying, deferring or preventing a
change in control of Candev, which may be disadvantageous to minority
shareholders.

If the selling shareholders sell a large number of
shares all at once or in blocks, the market price of our shares would most
likely decline.

The selling
shareholders are offering 3,800,000 shares of our common stock through an
effective registration statement and may sell their shares at anytime.  Our
common stock is presently quoted for trading on the OTC Bulletin Board.  The
offer or sale of a large number of shares at any price may cause the market
price to fall. The outstanding shares of common stock covered by our previously
filed effective registration statement represent approximately 43% of the common
shares outstanding.

Item 
3. Controls and Procedures

a)         EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES.  As of the end of the period covered
by this report, we conducted an evaluation, under the supervision and with the
participation of our chief executive officer and chief financial officer of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) of the Exchange Act).  Based upon this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that the information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is (i) recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and
(ii) is accumulated and communicated to our management, including our chief
executive officer and chief financial officer, to allow timely decisions
regarding required disclosure.

b)         CHANGES IN INTERNAL CONTROLS.  There was no change in our internal controls
or in other factors that could affect these controls during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

















21

---



PART II  -  OTHER
INFORMATION

Item 1. Legal Proceedings

We are currently not aware of any
legal proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse affect on our business, financial condition or
operating results.

Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior
Securities

None.

Item 4. Submission of Matters
to a Vote of Security Holders

None.

Item 5. Other Information

We have adopted a Code of Ethics
that applies to all our directors, officers and employees.  The Code of Ethics
was filed on September 19, 2007 as an exhibit to a Form 10-QSB.  If we make any
substantive amendments to the Code of Ethics or grant any waiver, including any
implicit waiver, from a provision of the Code of Ethics to our directors,
officers and employees, we will disclose the nature of such amendment or waiver
in a report on Form 8-K.

Item 6. Exhibits

|Exhibit No. | Description of Exhibit                                                                                                                                                                                                                                                                
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification by Chief Executive Officer/Chief
		Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the
		Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley
		Act of 2002                                                                       
|32.1        | Certification by Chief Executive Officer/Chief
		Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
		Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United
		States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002

SIGNATURES

In accordance with the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     | CANDEV RESOURCE EXPLORATION, INC.                                                                                                                                                        
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: March 14, 2008 | By:   /s/ Mark McLeary        Mark McLeary, 
		        Chief Executive Officer, Chief Financial 
		        Officer, Treasurer, President and
		        Chairman of the Board of Directors

22

---