SECURITIES AND EXCHANGE COMMISSION


WASHINGTON D.C. 20549





FORM 20-F





FILE NO.  000-51537





[   ]             REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, FOR THE FISCAL YEAR ENDED:




March 31, 2009





OR





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


for the transition period from





OR





[   ]             SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1932


Date of event requiring this shell company report





For the transition period from _______________ to _______________





HOMELAND PRECIOUS METALS CORP.


(Exact name of registrant as specific in its charter)





Province of Alberta, Canada


(Jurisdiction of incorporation or organization)





336 – 36th Street, Suite 334


Bellingham, Washington


U.S.A.  98225


(Address of principal executive offices, including Postal Code)





Registrant‘s area code and telephone number:          (775) 770-0872





Name of each exchange on which registered:None





Securities to be registered pursuant to Section 12(g) of the Act:


Title of each class:Common Stock





Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:


Title of each class:None





The number of shares of common stock outstanding at March 31, 2009 is 149,914














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





If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.          YES [   ]     NO
[X]





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





Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:





Large accelerated filer
[   ]
Accelerated filer
[   ]
Non-accelerated filer
[X]





Indicate by check mark which financial statement item the registrant has elected to follow:


[X] ITEM 17          [   ] ITEM 18





If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).          YES [   ]     NO [X]





(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.          YES
[   ]     NO [   ]








EXHIBIT INDEX BEGINS ON PAGE 50.











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INTRODUCTION





The phrase “fiscal year” refers to the twelve months ended March 31 of the relevant year. All references to “$” or “dollars” mean U.S. dollars, unless otherwise indicated. All financial information with respect to us has been prepared in accordance with generally accepted accounting principles in the United
States, unless otherwise indicated.





We were incorporated pursuant to the Company Act (British Columbia) on April 28, 2003. We are a natural resource company engaged in the acquisition and exploration of natural resource properties.  We commenced operations on April 28, 2003.  As of the date of this filing, we have no active exploration programs.





We are an exploration stage company and there is no assurance that a commercially viable mineral deposit will exist on any of the properties that we are currently exploring, or on any other properties that we may be considering for acquisition.  Exploration will be required before a final evaluation as to the economic and legal
feasibility is determined.





We publish our financial statements expressed in US Dollars and prepare a compilation statement to comply with U.S. GAAP. In this document, references to “US dollars” or “US$” are to the currency of the United States of America.





Our fiscal year ends on March 31 of each year. References in this document to a particular year are to the fiscal year unless otherwise indicated.





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ITEM 1.                      IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS





A.           Directors and Senior Management





Bruce E. Johnstone
President, Chief Executive Officer,336 – 36th Street
Secretary, Treasurer, Chief FinancialSuite 334
Officer, Principal Accounting Officer andBellingham, Washington
DirectorU.S.A.   98225David Mallo
Director336 – 36th StreetSuite 334Bellingham, WashingtonU.S.A.   98225





B.           Advisers





Advisory BoardDoug Turnbull
Exploration Technical Advisory336 – 36th StreetSuite 334Bellingham, WashingtonU.S.A.   98225





Gerry Humphries
Business Advisor336 – 36th StreetSuite 334Bellingham, WashingtonU.S.A.   98225





The legal advisor in relation to this report:





Conrad C. Lysiak


Attorney at Law


601 West First Avenue, Suite 903


Spokane, Washington   99201





C.           Auditors





Our auditors are:





Robison, Hill & Co.


Certified Public Accountants


1366 Murray-Holladay Road


Salt Lake City, Utah   84117





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ITEM 2.                      OFFER STATISTICS AND EXPECTED TIMETABLE





Not applicable





ITEM 3.                      KEY INFORMATION





A.           Selected Financial Data





Selected Consolidated Financial Data





The selected historical data presented below has been derived from our financial statements. The financial statements for the period April 1, 2008 to March 31, 2009 have been audited by Robison, Hill & Co. Certified Public Accountants.





Our financial statements are presented in U.S. dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).





The following table summarizes certain financial information and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  We have not declared a dividend since our inception on April 28, 2003. There have been fluctuations in revenue and net income
(loss) since our last report due to ongoing exploration operations.  Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the reasons set forth herein, the information shown below may not be indicative of our future results of operation.





Condensed Statements of Operations for the last two fiscal years ending March 31, 2009 and 2008:





For the year ended


For the year endedMarch 31, 2009


March 31, 2008PER U.S. GAAPRevenues

$
0


$
0Net Loss

$
28,560


$
552,710Loss per share

$
0.00


$
3.69





Note:           Diluted loss per share has not been presented as the effect on basic loss per share would be anti-dilutive.





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Exchange Rates





The following table sets forth the rate of exchange for the Canadian Dollar at the end of the two most recent fiscal periods ended March 31, the average rates for the period, and the range of high and low rates for the period. Exchange rates are also disclosed for the preceding eight fiscal quarters and the most recent six monthly periods.





For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar. The average rate means the
average of the exchange rates on the last day of each month during the period.





Rate at Fiscal
PeriodPeriod
Year End
Average
Period High
Period LowApril 1, 2008 - March 31, 2009
1.2495
1.1256
1.3063
0.9810April 1, 2007 - March 31, 2008
1.0290
0.9708
1.1038
0.8621Rate at Fiscal
PeriodLast Eight Fiscal Quarters
Quarter End
Average
Period High
Period LowJanuary 1, 2009 - March 31, 2009
1.2495
1.2430
1.3063
1.1756October 1, 2008 - December 31, 2008
1.2228
1.2101
1.3013
1.0416July 1, 2008 - September 30, 2008
1.0382
1.0343
1.0819
0.9924April 1, 2008 - June 30, 2008
1.0111
1.0104
1.0325
0.9819January 1, 2008 - March 31, 2008
0.9783
0.9477
1.1038
0.8420October 1, 2007 - December 31, 2007
1.0194
1.0211
1.1038
0.9756July 1, 2007 - September 30, 2007
1.0081
0.9558
1.0084
0.9199April 1, 2007 - June 30, 2007
0.9443
0.9100
0.9557
0.8621Rate at Month
PeriodMost Recent 6 Monthly Periods
End
Average
Period High
Period LowAugust 2009
1.0865
1.1293
1.1723
1.0746July 2009
1.0865
1.1293
1.1723
1.0746June 2009
1.1560
1.1246
1.1637
1.0783May 2009
1.0923
1.1541
1.2046
1.0891April 2009
1.2105
1.2275
1.2713
1.1982March 2009
1.2495
1.2642
1.3063
1.2189





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The following table sets forth high and low exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the fiscal year ending March 31, 2009:





MONTH
HIGH
LOWApril 2008
1.0010
0.9683May 2008
1.0180
0.9761June 2008
1.0070
0.9685July 2008
1.0024
0.9733August 2008
0.9790
0.9320September 2008
0.9709
0.9420October 2008
0.9593
0.7680November 2008
0.8722
0.7698December 2008
0.8460
0.7687January 2009
0.8500
0.7831February 2009
0.8240
0.7854March 2009
0.8202
0.7653





The noon rate of exchange on May 31, 2008, reported by the United States Federal Reserve Bank of New York for the conversion of Canadian dollars into United States dollars was CDN$1.0062 (US$0.9938 = CDN$1.00).  Exchange rates are based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified
for customs purposes by the Federal Reserve Bank of New York.





B.           Capitalization and Indebtedness





The following table summarizes our financial information as at March 31, 2009 and March 31, 2008:





Indebtedness
March 31, 2009
March 31, 2008Guaranteed
$
0
$
0Unguaranteed
$
0
$
0Secured
$
0
$
0Unsecured
$
15,717
$
12,531Arms length third parties
$
5,717
$
8,526Related parties
$
10,000
$
4,005Total indebtedness
$
15,717
$
12,531Share Capital
$
1,077,726
$
1,077,726Additional Paid in Capital
$
1,650,000
$
1,650,000Accumulated Deficit
$
(2,736,918)
$
(2,708,358)Total capitalization
$
9,192
$
19,368





C.           Reason for the Offer and Use of Proceeds





Not applicable





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D.           Risk Factors





Company risks:





1.Because our auditors have issued a going concern opinion we may not be able to achieve our objectives and may have to suspend or cease operations.  Our auditors have issued a going concern
opinion.  This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months.  Currently, we need a minimum of US$20,000 in order to survive as a business for the next twelve months and we currently do not have plans to enter into any debt obligations with unrelated third parties in the next twelve months. We had US$2,456.10 and CDN$266.03 in cash as of March 31, 2009.  On April 28, 2008, our officer and director, Mr. Bruce Johnstone,
made a loan to the company in the amount of US$10,000 to be used in conjunction with our existing funds for working capital.





2.Because the probability of an individual prospect ever having reserves is extremely remote, in all probability the properties we acquire will not contain any reserves, and any funds spent on exploration
will be lost. Looking for mineralized material below the surface of the earth is very speculative.  While equipment can detect mineralized material beneath the surface of the earth, the detection devices can not determine the type of mineralized material.  The type of mineralized material can only be determined by extracting it from the ground. The likelihood of taking an unexplored piece of land and finding mineralized material is improbable. The likelihood of locating a valuable reserve
is remote.  Because the probability of an individual prospect ever having reserves is extremely remote, in all probability any properties that we obtain may not contain any reserves, and any funds spent on exploration will be lost.





3.We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.  We were incorporated on April 28, 2003, and although
we have started our business operations, we have not realized any revenues since inception. We have four years of operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $2,736,918.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon:





*           our ability to locate, explore and develop a profitable mineral property


*           our ability to generate revenues


*           our ability to reduce exploration costs.





Based upon current plans, we expect to incur operating losses in future periods.  We have not generated any revenues from our operations and we don’t anticipate any in the foreseeable future.  This will happen because there are expenses associated with the research and exploration of mineral properties.  We
cannot guarantee we will be successful in generating revenues in the future.  Failure to generate revenues will cause us to go out of business.





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4.We own interests in three properties, but as yet have no known mineral reserves.  Without mineral reserves we cannot generate income and if we cannot generate income we will have to cease operations
which will result in the loss of your investment.We own interests in two exploration properties, but have no known mineral reserves.  Without mineral reserves, we have nothing to economically remove.  If we have nothing to economically remove from the property, we cannot generate income and if we cannot generate income we will have to cease operation which will result in the loss of your investment.





5.Because we are small and do not have much capital, we must limit our property acquisitions and exploration and as a result may not find any minerals. Without any property or minerals, we cannot generate
revenues and you will lose your investment.Because we are small and do not have much capital, we must limit our property acquisitions and exploration.  Because we may have to limit our property acquisitions and exploration, we may not find any minerals, even though our properties may contain mineralized material.  Without any minerals we cannot generate revenues and you will lose your investment.





6.Because our directors have other outside business activities and will only be devoting 4 to18 hours per week to our operations, our operations may be sporadic which may result in periodic interruptions
or suspensions of exploration.  Because our directors and sole officer have other outside business activities and will only be devoting 4 to 18 hours of their time collectively per week to our operations, our operations may be sporadic and occur at times which are convenient to our directors.  As a result, exploration of our properties may be periodically interrupted or suspended.





Industry risks:





7.We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend operations.Competition
and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration.  Our exploration efforts will continue as funds permit.  Once further funding is obtained we will attempt to locate products, equipment and materials.  If we cannot find the products and equipment we need we will have to suspend our exploration plans until
we do find the products and equipment we need.  Suspension of operations will result in the delay of generation of revenues.





Investment risks:





8.Because there is a limited public trading market for our common stock, you may not be able to resell your stock.There is currently a limited
public trading market for our common stock on the Bulletin Board operated by the National Securities Dealers, Inc.  Therefore, you may not be able to resell you shares.





9.Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.  Our shares as penny stocks
are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements.  For sales of our securities, the broker/dealer must make a special suitability determination and receive from its
customer a written agreement prior to making a sale.  The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.


- 9 -


10.Because all of our assets and most of our directors and sole officer are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments
obtained against us or any of our officers and directors.All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, most of our directors and officer are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process
or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United
States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against us or our directors and officer predicated upon the securities laws of the United States or any state thereof.





11.We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.  Since
PFIC status will be determined by us on an annual basis and will depend on the composition of our income and assets from time to time (as further discussed below), we cannot assure you that we will not be considered a PFIC for any taxable year. Such a characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. In particular, absent an election described below, a U.S. investor would be subject to U.S. federal income tax at ordinary income tax rates, plus a possible interest
charge, in respect of gain derived from a disposition of our shares, as well as certain distributions by us. In addition, a step-up in the tax basis of our shares would not be available upon the death of an individual shareholder. For this reason, if we are treated as a PFIC for any taxable year and you are a U.S. investor, you may desire to make an election to treat us as a “qualified electing fund” with respect to your shares (a “QEF election”), in which case you will be required to
take into account a pro-rata share of our earnings and net capital gain for each year, regardless of whether we make any distributions to you. As an alternative to the QEF election, a U.S. investor may be able to make an election to “mark-to-market” our shares each taxable year and recognize ordinary income pursuant to such election based upon increases in the value of our shares. We will be classified as a PFIC for U.S. federal income tax purposes
if 50% or more of our assets, including goodwill (based on an annual quarterly average), are passive assets, or 75% or more of our annual gross income is derived from passive assets. The calculation of goodwill will be based, in part, on the then market value of our common shares, which is subject to change. In addition, the composition of our income and assets will be affected by how we spend the cash we raise in any offering.





12.Because we may issue additional shares of common stock in public offerings or private placements, your ownership interest in us may be diluted.  Because we may issue shares of common
stock in public offerings or private placements in order to raise capital for our operations, your ownership interest may be diluted which results in your percentage of ownership in us decreasing.





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ITEM 4.                      INFORMATION ON THE COMPANY





A.           History and Development





We are a natural resource company engaged in the acquisition and exploration of natural resource properties.  We commenced operations in 2003.  Natural resource exploration and development requires significant capital and our assets and resources are extremely limited.  Therefore, we anticipate participating
in the natural resource industry through the purchase of small interests in either producing properties or natural resource exploration and development projects.  In April of 2005, we optioned two properties worthy of exploration from Desert Pacific Explorations, Inc., a Nevada company, and in February of 2007 we leased a property from Newmont Mining Corp., a company doing business in Nevada.





We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any property we acquire.  Exploration will be required before a final evaluation as to the economic and legal feasibility is determined.





We were incorporated in the Province of British Columbia on April 28, 2003, but on March 27, 2009 the shareholders voted in favour of continuing the Company to the Province of Alberta.





We are engaged in the acquisition and exploration of mining properties. Our Registered Office and Records Office is located at 1000 Canterra Tower, 400 Third Avenue S.W., Calgary, Alberta, Canada T2P 4H2. Our U.S. office is located at 336 – 36th Street, Suite
334, Bellingham, WA, 98225, and is being provided by way of a sharing arrangement with our officer.  As our business operations grow, it may be necessary for us to seek appropriate individual office space. Management believes suitable office space will be available when it is needed.  Our telephone number is (775) 770-0872.





We have no plans to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.





B.  Business Overview





We are in the business of acquiring, optioning or leasing mineral exploration properties with the intention to explore for gold in the state of Nevada.  Our target is mineralized material.  Our success depends upon finding mineralized material.  Mineralized material is a mineralized body which has been delineated
by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.





In addition, we may not have enough money to complete the exploration of our property.  If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans.





On May 9, 2004 we completed our first two private placements whereby we raised US$75,000 and Cdn$2,000.10 by the sale of 45,126 shares at a price of US$2.50, or Cdn$4.00, per share.  No warrants were included with this private placement.  On February 2, 2005, we effected a 3 for 1 forward stock split, which changed the
number of shares from 45,126 to 135,394.  This effectively lowered the price paid for each share in this private placement to a cost of US$0.83, or Cdn$1.33 per share.


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On February 26, 2006, we completed a private placement whereby we raised US$250,000 by the sale of 2,000 Units at a price of US$125 per Unit.  Each Unit consists of (a) one share of common stock (the “Shares”) of the Company, (b) one Class A warrant (the “Class A Warrant”) being exercisable beginning twelve
(12) months from the Closing for five years thereafter to purchase one Share at an exercise price of US$150 per Share, and (c) one Class B warrant (the “Class B Warrant”) being exercisable beginning twenty-four (24) months after the Closing for four years thereafter to purchase one Share at an exercise price of US$175 per Share.





On March 23, 2007, we issued 5,000 shares of common stock for $300,000 to settle a loan with a shareholder.  The shares were valued at $60 per share.





On March 30, 2007, we completed a private placement whereby we raised US$451,200 by the sale of 7,520 Units at a price of US$60 per Unit. Each Unit consists of (a) one share of common stock (the “Shares”) of the Company, (b) one half of one Class A warrant (the “Class
A Warrant”), each full warrant being exercisable beginning twelve (12) months from the Closing for five years thereafter, to purchase one Share at an exercise price of US$75 per Share.





Over the past six months we have been working to raise additional money to fund our exploration programs in Nevada.  At present, no additional funding has been realized, but efforts are ongoing in this regard. There is no assurance that we will be able to raise additional money in the future.  If we need additional money
and cannot raise it, we will have to suspend or cease operations.





On April 11, 2005, the Board voted to increase the number of seats from one director to three, and a resolution was adopted adding Mr. David Mallo and Mr. George Eliopulos to the Board of Directors.  Both Mr. Mallo and Mr. Eliopulos are senior geologists with 25 and 30 years experience respectively. They add significant knowledge
and experience to the management team and are responsible for the technical operations of the Company.





On April 20, 2005, we entered into an agreement with Desert Pacific Explorations, Inc. which gives us the sole exclusive right and option to earn a 100% interest in two Nevada exploration properties known as Bell Flat, and Montgomery Pass.  Having signed an agreement for these properties, we must conduct exploration to determine
what amount of minerals, if any, exist on our properties and if any minerals that are found can be economically extracted and profitably processed.





The Bell Flat and Montgomery Pass properties were acquired by means of an option agreement whereby we pay an annual fee and work expenditures on both properties (collectively), over a five-year term as follows:





1.           Paying the sum of US$20,000 to the Optionor by way of cash upon signing, and





2.           on or before April 30, 2006:


a.make a work commitment in the aggregate amount of $125,000 on the properties;


b.           and paying $30,000 to the Optionor;








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3.on or before April 30, 2007:


a.make a work commitment in the aggregate amount of $200,000 on the property(s) in addition to the expenditure referred to in 2(a) above;


b.           and paying $30,000 to the Optionor;





4.           on or before April 30, 2008:


a.make a work commitment in the aggregate amount of $250,000 on the property(s) in addition to the expenditure referred to in 2(a) and 3(a) above;


b.           and paying $40,000 to the Optionor;





5.           on or before  April 30, 2009:


a.make a work commitment in the aggregate amount of $250,000 on the property(s) in addition  to the expenditures referred to in 2(a), 3(a) and 4(a) above;


b.           and paying $50,000 to the Optionor;





6.           on or before April 30, 2010:


a.makes a work commitment in the aggregate amount of  $300,000 on the property(s) in addition  to the expenditures referred to in 2(a), 3(a), 4(a) and 5(a) above.


b.and paying $150,000 and 100,000 stock options of Homeland Precious Metals Corp. with an exercise price to be determined at that time, to the Optionor.




On March 30, 2007, Desert Pacific Explorations, Inc. amended the terms of the aforementioned agreement whereby we pay an annual fee and work expenditures on both properties (collectively), over a five-year term as follows:





Advance Royalties:1.
April 30, 2006
US$20,0002.
April 30, 2007
US$10.0003.
April 30, 2008
US$10,0004.
April 30, 2009
US$50,0005.
April 30, 2010
US$70,0006.
April 30, 2011
US$150,000Work Commitments:1.
April 30, 2008
US$100,0002.
April 30, 2009
US$250,0003.
April 30, 2010
US$300,0004.
April 30, 2011
US$400,000





As of March 31, 2008, expenditures in the amount of US$264,978.59 have been paid collectively on both properties.





On February 1, 2007, Homeland Exploration, Inc. (HEI), a wholly owned Nevada registered subsidiary of Homeland Precious Metals Corp. signed a definitive agreement with Newmont Mining Corp., a mining company doing business in Nevada.  The agreement is a five-year lease of the Water Canyon Property, the details of which are as follows:


- 13 -


Subject to HEI’s right to terminate the Agreement pursuant to Section 11 of the agreement, HEI shall make Expenditures (defined below) in the total amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) in accordance with the following schedule:





Due Date
Expenditure AmountOn or before one year from the Effective Date
$
150,000On or before two years from the Effective Date
An additional $
300,000On or before three years from the Effective Date
An additional $
500,000On or before four years from the Effective Date
An additional $
750,000On or before five years from the Effective Date
An additional $
1,000,000





As of March 31, 2009, expenditures in the amount of $342,515 had been paid.





HEI’s obligation to make One Hundred Fifty Thousand Dollars ($150,000) in Expenditures on or before one year from the Effective Date is a firm commitment, which shall not be affected by any termination of the Agreement.





Excess Expenditures during any period specified above shall be carried forward and credited against Expenditures required in the subsequent period or periods.  Except as provided in the agreement, if HEI fails to make the required Expenditures during any specified period, HEI shall pay to Newmont in cash, within 30 days after
the end of that period, the amount of such deficit.  Upon Newmont’s receipt of that payment, HEI shall be deemed to have satisfied the Expenditure requirement for that period.





HEI can terminate the agreement at any time after the first year’s obligation has been completed.





On June 26, 2008, the Bell Flat and Montgomery Pass projects were terminated and the properties relinquished to the owner.





On November 22, 2008 notice was given to Newmont Mining Corp. of our intention to terminate the agreement with Newmont regarding the Water Canyon Project.





On March 27, 2009 at the Annual and Special General Meeting of the shareholders of the Company, the following items were approved.





(1)
A special resolution authorizing the directors to implement a reverse stock split of our common stock on the basis of one post-consolidation share for each 100 pre-consolidation shares.





(2)
A special resolution approving an amendment to the Company’s Notice of Articles and Articles to increase the number of authorized common shares from 300,000,000 common shares without par value to an unlimited number of common shares without par value.





(3)
A special resolution approving the continuance of the Company from the Province of British Columbia to the Province of Alberta.


- 14 -


On May 12, 2009, the aforementioned reverse stock split was complete whereby one post-consolidation share was issued for each 100 pre-consolidation shares.  The result of this reverse stock split was that the issued and outstanding shares of the Company was reduced from 14,989,800 shares of common stock to 149,914 shares of common
stock.





On August 25, 2009 consent was received from the British Columbia Registrar of Company’s to allow the continuance of the Company out of the Province of British Columbia, and into the Province of Alberta.  As of the date of this filing, this process has been completed.





Our exploration programs are designed to economically explore the properties that we have secured. We do not know if we will find mineralized material, and we do not claim to have any minerals or reserves whatsoever.





If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything else.





We do not have a plan to take our company to revenue generation. That is because we have not located an ore body yet and it is impossible to project revenue generation from nothing.





If we explore a property and do not find mineralized material, we will allow the option to expire.





Properties





Bell Flat Property





On June 26, 2008, the Bell Flat project was terminated and the property relinquished to the owner.  We determined that continuing with this project was unwarranted due to a lack of encouraging results from our exploration efforts.





Montgomery Pass Panorama Property





On June 26, 2008, the Montgomery Pass Panorama project was terminated and the property relinquished to the owner.  This project also failed to produce encouraging results.





Water Canyon Property





On August 4, 2006, through our wholly owned subsidiary, Homeland Exploration, Inc., we signed a letter of intent with Newmont USA Limited, a subsidiary of Newmont Mining Corporation, to lease the Water Canyon Project. Located adjacent to Newmont’s Mule Canyon Mine, the Water Canyon property consists of approximately 2,560 acres (4 sq.
miles) which sits immediately along strike of the Mule Canyon Complex.  Situated in north central Nevada, Water Canyon lies within the Battle Mountain-Eureka Trend and Northern Nevada Rift.  This area has seen prolific precious metal production since the early 1900’s, and large-scale precious metal production continues to this day.





- 15 -


In early March, 2007, we engaged Fritz Geophysics (Fritz) and Zonge Geoscience Inc. (Zonge) to plan out and undertake a 66 line-kilometer Gradient Array Inverse Polarization Survey and a Ground Magnetic survey of the Water Canyon Property.  Zonge performed the field work for both surveys and Fritz did all the data interpretation.  Both
surveys were performed in late June and continued into July.  The data interpretation has been completed with encouraging results.  From these results, drill locations were chosen and a Phase 1 rotary drill program was planned for the fall of 2007.  As of August 1, 2007, HEI had already met the Year 1 expenditure obligation of $150,000.  The cost of the fall, 2007 Phase 1 drill program will therefore be considered as part of the Year 2 expenditure requirement.





In October and early November of 2007, we completed 5,325 ft. (1,623 m) of Phase I Reverse Circulation drilling at our Water Canyon gold property, Lander County, Nevada.  Ore grade gold was encountered in one of eight holes, spread out over 8,000 ft. of structure.  Drill hole WC-07-3 encountered 65 ft. of 0.027 opt Au
starting at a depth of 240 ft., including 25 feet of .052 opt Au from 265-290 ft. Elevated gold values were also found in WC-07-6, approx. 7,000 ft. north of WC-07-3, in an area where anomalous drill results were found in previous drill programs by Newmont and Santa Fe.  The results begin to suggest a trend of mineralization that appears to be controlled by the major structural margin of the Tertiary graben that defines the Northern Nevada Rift.





From November 2007 to November 22, 2008, no additional exploration work was performed on the Water Canyon project.  All work commitments as of the November 22, 2008 date were completed and the Company’s agreement with Newmont was in good standing at that time.  However, due to insufficient exploration funds, we had
to give notice to Newmont that we would be unable to meet the next year’s commitment and would therefore have to terminate the agreement.  Failure to give this notice would have put us in default.  Newmont expressed an interest in amending the agreement in a way that would allow us time to secure further exploration funding, but as of the date of this filing, we have heard nothing from Newmont regarding this amendment, and our attempts to contact the appropriate people at Newmont have
been unsuccessful.





We are currently seeking new funding to allow us to continue with this project.  But as there are no guarantees that adequate funding will be secured to continue with the project, we must consider this project terminated.





Competitive Factors





The gold mining industry is fragmented.  We will be competing with other exploration companies looking for gold.  We are one of the smallest exploration companies in existence.  We are an infinitely small participant in the gold mining market.  While we may be competing for property, once the property
is optioned, there will be no competition for the exploration or removal of minerals from the property.  Readily available gold markets exist in Canada and around the world for the sale of gold.  Therefore, we will be able to sell any gold that we are able to recover.





Environmental Law and Regulations





The prospecting on our claims is provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local Bureau of Land Management (BLM) office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate
application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.


- 16 -


We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species
will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.





We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.





Subcontractors





We intend to use the services of subcontractors for manual labor exploration work on any properties that we may acquire.  Mr. Johnstone will handle our administrative duties, and a project manager will be subcontracted for the oversight of any work programs. Mr. Mallo will be responsible for reviewing any progress reports provided
to us from the project manager.  The subcontractors we hire will determine the number of persons it will employ for surveying, exploration, and excavating of the property. Further, we will hire geologists and engineers as independent contractors on an as needed basis.





Employees and Employment Agreements





At present, we have no employees, other than our management team which consists of our two directors, one of which is our sole officer.  Our management team work part-time for our company and do work for other companies as well.  They will devote about 10 to 40% of their time or four to 18 hours per week to our operation.  Our
directors and sole officer do not have employment agreements with us.  We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt plans in the future.  There are presently no personal benefits available to our directors and sole officer other than the following option plan. On April 8, 2005, we filed a Form S-8 registration with the SEC for an option plan for our company that allows up to a maximum of five million options to
be issued to management, staff, and consultants to the company.





C.           Organizational Structure





Not applicable





D.           Property, Plants and Equipment





We are a natural resource company engaged in the acquisition and exploration of natural resource properties. We do not own any properties, plants or equipment.








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ITEM 5.                      OPERATING AND FINANCIAL REVIEW AND PROSPECTS





Management’s Discussion and Analysis of Financial Condition and Results of Operations





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





We are an exploration stage corporation that does not have any interests in any ore bodies, and have not yet generated or realized any revenues from our business operations.





Our auditors have issued a going concern opinion.  This means that although we believe we have enough money to fund our operations for the next twelve months, there is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our bills. This is because we have not generated any revenues
and no revenues are anticipated until we obtain an interest in a producing property, find mineralized material and delineate an ore body on one or both of our existing exploration properties, and begin removing and selling minerals.  As of March 31, 2009, we had US$2,456.10 and CDN$266.03 in cash. On April 28, 2008, our officer and director, Bruce Johnstone, made a loan to the company of US$10,000 which is to be used in conjunction with our existing funds for working capital.  We believe that
the combined amount stated above is enough to fund our activities for the next twelve months.





Exploration Expenditures and Working Capital





We cannot be specific about the application of funds for exploration as we currently do not have any active projects and do not know what projects we might be able to secure. If we attempted to be too specific, every time an event occurred that would change our allocation, we would have to amend this annual filing. We believe that the process
of amending the annual filing would take an inordinate amount of time and not be in your best interest in that we would have to spend money for legal fees which could then not be spent on exploration.





Our basic overhead cost is the cost related to operating our office.  It is comprised of expenses for mail, stationary and other office supplies, and legal and accounting fees related to filing reports with the SEC.  Office equipment, and minor office services are provided free of charge as an accommodation by our officer
and director, Mr. Bruce Johnstone.





We have allocated a range of money for operations.  That is because we do not know how much will ultimately be needed for exploration.    When we are able to secure a project, and a detailed analysis of expenditures is made, we will be better able to budget for these expenditures.





If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves.  Only if we have reserves will we consider developing the property.





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If through early stage exploration we find mineralized material and it is feasible to expand the exploration program beyond what we have allocated funds for, we will attempt to raise additional money through a subsequent private placement, public offering or through loans from officers or others.





We have discussed this matter with our officer and Board of Directors, however, with the exception of the US$10,000 loan from our officer, our directors and sole officer are unwilling to make any commitment to loan us any significant amounts of money at this time.   Over the past twelve months we have been working to raise
additional money to fund our exploration programs in Nevada. At present, no additional funding has been realized, but efforts are ongoing in this regard. If we need additional cash and can’t raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.





We are not going to buy or sell any plant or significant equipment during the next twelve months.  We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.





If we are unable to complete any phase of exploration because we don’t have enough money, we will cease operations until we raise more money.  If we can’t or don’t raise more money, we will cease operations.  If we cease operations, we don’t know what we will do and we don’t have any plans
to do anything.





We do not intend to hire any employees at this time.  Any work that needs to be done on any properties that we may secure, will be conducted by unaffiliated independent contractors that we will hire.  The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.  Our
geologists will evaluate any information derived from any exploration and excavation and contracted engineers will advise us on the economic feasibility of removing any mineralized material if we find any.





Our plan of operation has been scaled back from that of last year. As encouraging results were not forthcoming from the drill programs at Bell Flat and Montgomery Pass, we have elected to terminate these two projects and return the properties back to the owner. At Water Canyon, the first part of the Phase l drill program was completed in
November, 2007, with encouraging results.  But due to a lack of exploration funding, we have had to give notice to Newmont that we are unable to continue with the project.  We are still awaiting an answer from Newmont regarding our notice of termination.





As of March 31, 2009, we have determined an operations budget for the 2009-2010 fiscal year.  These figures have been estimated based on past experience, but the actual amounts that we spend may vary because costs may fluctuate depending on what we are able to secure for a project.  The budget is estimated as follows:








- 19 -





2008 – 2009 FISCAL YEAR ESTIMATED EXPLORATION BUDGETItem or Activity
Cost US$1.
Salaries and Associated Costs for sub-contracted Professionals(Geologists, engineers etc.)
$
5,0002.
Communications and Office Supplies
$
2,5003.
Travel Expenses (Vehicle mileage, motel/hotels, air travel)
$
4,0004.
Audit and Legal Fees
$
10,0005.
SEC Filing Fees
$
2,000Total Budget:
$
23,500





Bell Flat Property





No work was performed over the last year on the Bell Flat property. Work previously completed on the Bell Flat property consisted of rock sampling, geological mapping and auger drilling.  In late September 2005, an auger drill program was undertaken, and an additional 18 claims were filed for the Bell Flat property.  This
filing brought the land area on the Bell Flat property up to 400 acres in size.  The auger drill program took about 10 days to complete, and the samples collected from these grid drill holes were sent to ALS Chemex in Sparks, Nevada, for analysis.  The cost for the auger drilling was $10,396.  The cost of analysis was $5,092.  The analysis yielded broad anomalous gold values on the south end of the property and higher discrete values on the north end. This work program
defined new areas of precious metal mineralization that correlate with the previous geophysical survey anomalies identified by Hemlo Gold in 1993, and supports the findings outlined in the re-analysis of the geophysical survey done earlier this year by Fritz Geophysics. The auger sampling anomalies, along with the surface rock chip samples previously collected from the property, define a discrete zone of alteration and mineralization that can be followed for over 1600 meters (1 mile). There are no plans for a
follow up drill program as there were insufficient signs that further expenditures on this property were warranted. On June 26, 2008, this project was terminated and the property relinquished to the owner.  No reclamation work was required or performed on this property.





Montgomery Pass Panorama Property





In early September 2007, drilling resumed on the Montgomery Pass property in a zone called the QC Target, located in the north central part of the property.  Previous drilling by Primero in 1997 intersected a vein or veins from surface to 115 feet in their Hole 97-4.  The entire interval averaged about 1.48 g/t gold and
15 g/t silver.  Our 2007 drill program was intended to offset Primero’s hole 97-4 immediately adjacent updip, east and west.  Our holes were 50 to 75 feet offsets from west to east except hole 07-02 which was positioned near Primero’s hole 97-4 and drilled at a -50 degree angle compared to Primero’s -70 degree angle.  Hole 0701 was drilled vertically to 350 feet and intersected 115 feet of anomalous to ore grade material from 0 to 115 feet.  The hole was
drilled vertically to determine the dip of the contact and to drill obliquely to the veins.  Hole 0701 may have intersected 4 separate veins from a few feet to over 10 feet thick.  Intervals between the mineralized zones carried only meager gold values.  Hole 0702 was located 50 feet east of Primero hole 97-04 and angled at -50 degrees at a bearing of due north to a depth of 270 feet.  This hole had a single intercept at or near the contact of the carbonate/volcanic fault.  No
obvious veining was observed elsewhere in the hole.  The intercept of 3.2 g/t over 5 feet was highest value encountered in the drilling to date.  Hole 0703 was drilled approximately 100 feet to the east from hole 0702 and angled at -60 degrees at a bearing of due


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north to a depth of 220 feet.  The best five foot interval of 0.163 g/t Au, occurred at the top of the hole.  The hole was positioned on top of an adit dump.  Although significant vein material was intersected within the hole adjacent to the contact, gold values did not reach ore grades.  Hole 0704 was
drilled another 100 feet east of hole 0703 and angled at -70 degrees at a bearing of 020 degrees to a depth of 250 feet.  The entire hole was anomalous in gold with the first 70 feet averaging the best grades.  No ore grades were encountered in the hole.





No exploration work was performed on this property since the completion of the September 2007 drill program.  The results from drilling were insufficient to warrant further exploration on this property.  In May of 2008, reclamation work was performed on the property as per the requirements of the National Forest Service.  In
August, 2008, the reclamation work was inspected by the National Forest Service and approved on a conditional basis.  This means that the re-growth to date was acceptable for the elapsed time frame, and a partial refund of the reclamation bond was returned.  On September 19, 2008 we received a cheque for US$750, and on January 10, 2009 we received a cheque for US$2400, both of which were partial refunds of the US$5,750 bond originally paid. This leaves a refund balance still owed to us of
US$2,600.  Further refunds will continue as future inspections of the reclamation work are performed.





On June 26, 2008, this project was terminated and the property relinquished to the owner, however the Company is still responsible for the completion and final acceptance of the property reclamation by the National Forest Service.  This should be complete sometime in the upcoming year.





Water Canyon Property





On February 1, 2007, the definitive agreement with Newmont Mining Corporation and Homeland Precious Metals Corp.’s wholly owned subsidiary, Homeland Exploration, Inc. (HEI) became effective.  The property consists of about 2600 acres (approximately 4 square miles) of fee lands and unpatented mining claims situated approximately
1.5 miles north of Newmont’s Mule Canyon Gold Mine. This agreement requires us to spend a minimum of $150,000 on the property by the anniversary date of the first year.





In early March, 2007, we engaged Fritz Geophysics and Zonge Geoscience Inc. to plan out and undertake a Gradient Array Inverse Polarization Survey and a Ground Magnetic survey of the Water Canyon Property.  Zonge Geoscience performed the field work for both surveys and Fritz Geophysics did all the data interpretation.  Both
surveys were performed in late June 2007 and continued into July 2007.  The data interpretation was completed with encouraging results. The collected data outlined a series of six sets of anomalous IP Chargeability highs that are direct analogs of the type of IP expression encountered at Newmont Mining Corporation’s adjacent Mule Canyon Mine. The cost for the IP and ground magnetics survey was US$109,562.91.  Other costs associated with this project, such as claim fees, insurance, land
title providence and other sundry expenses amounted to US$41, 519.34 for a total project cost as of August 30, 2007 of US$151,082.25.





During late August and early September 2007, our geologists worked with the geophysicists to detail and outline a reverse circulation drill program for Water Canyon.  From this, an eight-hole, 1623 meter Phase l reverse circulation drill program was planned.  In October 2007, a drilling company was contracted for the drill
program, and eight holes were drilled in two of the six IP Chargeability highs on the property. The highlight of our initial drilling evaluation at Water Canyon was hole 07-03, located approximately two miles north of the North Pit within Newmont Mining Corporation’s Mule Canyon Mine complex.  Within hole 07-03, a highly anomalous 20-metre interval graded 0.933 g/t


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gold from 73 to 93 meters.  This same interval contains a 7.6 meter section between 80.0 and 88.4 meters which returned an average grade of 1.78 g/t gold and included a 3-meter section grading 2.67 g/t.  Further, hole 07-03 hosts elevated gold values down-hole to 198 meters ranging to 0.470 g/t over 1.5 meters from 193.5
to 195 meters; 0.380 g/t over 1.5 m from 141.7 to 143.2 meters; and 0.382 g/t over 1.5 m from 175.2 to 176.7 meters.  Another of our drill holes, 07-06, located approximately 2 miles further north from drill hole 07-03, bottomed in anomalous gold mineralization (0.398 g/t gold over a 1.5 meter interval) within clay altered tuffaceous volcaniclastics.  Difficult ground conditions forced the early termination of hole 07-06 within the gold mineralization.





From November 2007 to November 22, 2008, no additional exploration work was performed on the Water Canyon project.  All work commitments as of the November 22, 2008 date were completed and our agreement with Newmont was in good standing at that time.  However, due to insufficient exploration funds, we had to give notice
to Newmont that we would be unable to meet the next year’s commitment, and would therefore have to terminate the agreement.  Failure to give this notice would have put us in default.  Newmont expressed an interest in amending the agreement in a way that would allow us time to secure further exploration funding, but as of the date of this filing we have heard nothing from Newmont regarding this amendment despite our attempts to contact the appropriate people at Newmont.





We are currently seeking new funding to allow us to continue with this project.  But as there are no guarantees that adequate funding will be secured to continue with the project, we must consider this project terminated.





Operating History





We now have four years of operations upon which to base an evaluation of our performance.  We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent to that of a resource exploration
business enterprise, including limited capital resources, possible delays in the exploration of properties we may secure, and possible cost overruns due to price and cost increases in services.





We will not have to retain experts to assist us in locating appropriate projects, as we have a veteran geologist on our Board of Directors that can oversee this aspect of our business enterprise. In order to assist in deciding if we should invest in a particular project, we will first obtain at least the following:





*           A description of the project and the location of the property;


*           The lands that will be subject to the exploration project;


*           The royalties, net profit interest or other charges applicable to the subject lands;


*           The estimated cost of any geophysical work contemplated; and


The estimated acquisition costs, exploration costs and development costs of the property.




To become profitable and competitive, we will have to conduct research and exploration of the properties we have acquired, to determine if there is an economical ore body on which we may start production.





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We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.





Results of Operations





From Inception on April 28, 2003





Since inception, we obtained a small shareholder loan and have used our common stock to raise money for our start up expenses and initiate operations. Cash provided by financing activities from inception on April 28, 2003 to March 31, 2008 is $877,726 of which $701,200 was raised through four private placements. On March 15, 2005 we obtained
a loan of $100,000 from a minority shareholder, and on March 23, 2007, this loan was expunged by issuing 5,000 shares of common stock to the lender as per the terms of the loan.





On April 20, 2005, we entered into an agreement with Desert Pacific Explorations, Inc. which gives us the sole exclusive right and option to earn a 100% interest in two Nevada exploration properties known as Bell Flat, and Montgomery Pass.  Having signed an agreement for these properties, we must conduct exploration to determine
what amount of minerals, if any, exist on our properties and if any minerals that are found can be economically extracted and profitably processed.





The Bell Flat and Montgomery Pass properties were acquired by means of an option agreement whereby we pay an annual fee and work expenditures on both properties (collectively), over a five-year term.





On March 30, 2007, Desert Pacific Explorations, Inc. amended the terms of the aforementioned agreement whereby we pay an annual fee and work expenditures on both properties (collectively), over a five-year term.





As of March 31, 2008, expenditures in the amount of US$264,978.59 have been paid collectively on both properties.





In August of 2005, Fritz Geophysics, and independent analytical company, did a re-interpretation of an IP-Resistivity survey that we had from a previous operator on the property, and produced a positive report that confirmed our belief that further exploration on the property should be conducted.  Because of this new information,
we decided to expand our land position surrounding the Bell Flat property, and in September of 2005, filed an additional 18 claims to increase the Bell Flat property to 400 acres in size.





In September, 2005, we initiated an auger drill program to test the overburden material for mineral content, and the results of this auger drill program yielded broad anomalous gold values on the south end of the property and higher discrete values on the north end, and defined new areas of precious metal mineralization that correlate with
the previous geophysical survey anomalies identified by Hemlo Gold in 1993, and supports the findings outlined in the re-analysis of the geophysical survey done earlier this year by Fritz Geophysics.





In December of 2005, we obtained permitting for a planned drill program on our Montgomery Pass property.  Because it was winter, and the property is at elevation, the drill program was planned for the following work season.


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In July of 2006 the planned work program for Montgomery Pass was initiated, but because of poor performance from the drill contractor and weather related obstacles, only half of the planned holes were actually drilled.  The holes drill were on the Hound Dog target which is located on the northeastern portion of the property and
encompasses an altered flow dome or flow unit approximately 4500 feet long and 50 to 650 feet wide.  Previous drilling by others encountered ore grade mineralization. Our drill program was designed to offset the previous best hole (97-08) on the east and above the high grade intercept. We drilled four holes with a combined total of 1220 feet.  Mineralized vein continuity was not upheld with the best assay being 0.42 g/t gold over 5 feet.





In September of 2007, drilling resumed on the Montgomery Pass property Phase l drill program with a 4 hole drill program on the QC Target.  The target is in the north central part of the property. Of the four holes drilled on the QC Target, hole H0702 showed the highest intercept of 3.2 g/t gold over 5 feet and was the highest value
encountered in our drilling to date.  Only slightly anomalous mineralization was encountered in the other holes.  It is recommended that before any further drilling is planned, that additional geologic mapping be done.  New advances in deposit modeling should be coupled with a new geologic map and possibly a geophysical survey to further define the target.





On March 29, 2006, we completed a private placement with a single person whereby we raised US$250,000 by the sale of 2,000 Units at a price of US$125per Unit. Each Unit consists of (a) one share of common stock (the “Shares”) of the Company, (b) one Class A warrant (the “Class
A Warrant”), exercisable beginning twelve (12) months from the Closing (as defined below) for five years thereafter, to purchase one Share at an exercise price of US$150 per Share, and (c) one Class B warrant (the “Class B Warrant”; and together with the Class A Warrant, the “Warrants”), exercisable beginning twenty-four (24) months from the Closing (as defined below)
for four years thereafter, to purchase one Share at an exercise price of US$175 per Share.





On March 15, 2005, the Company entered into an agreement for a loan with a shareholder in the amount of $100,000. On March 23, 2007, the Company settled this loan by issuing 5,000 restricted common shares.





On March 30, 2007, we completed a private placement whereby we raised US$451,200 by the sale of 7,520 Units at a price of US$60 per Unit. Each Unit consists of (a) one share of common stock (the “Shares”) of the Company, a British Columbia corporation, (b) one half of one
Class A warrant (the “Class A Warrant”), each full warrant being exercisable beginning twelve (12) months from the Closing for five years thereafter, to purchase one Share at an exercise price of US$75 per Share.





On February 1, 2007, Homeland Exploration, Inc. (HEI), a wholly owned Nevada registered subsidiary of Homeland Precious Metals Corp. signed a definitive agreement with Newmont Mining Corp., a mining company doing business in Nevada.  The agreement is a five-year lease of the Water Canyon Property.  HEI can terminate
the agreement at any time after the first year’s obligation has been completed.





In early March, 2007, we engaged Fritz Geophysics (Fritz) and Zonge Geoscience Inc. (Zonge) to plan out and undertake a 66 line-kilometer Gradient Array Inverse Polarization Survey and a Ground Magnetic survey of the Water Canyon Property.  Zonge performed the field work for both surveys and Fritz did all the data interpretation.  Both
surveys were performed in late June and continued into July.  The data interpretation was completed with encouraging results.  From these results, drill locations were chosen and a Phase 1 rotary drill program planned for the fall of 2007.


- 24 -


In October and early November of 2007, we completed 5,325 ft. (1,623 m) of Phase I Reverse Circulation drilling at our Water Canyon gold property, Lander County, Nevada.  Ore grade gold was encountered in one of eight holes, spread out over 8,000 ft. of structure.  Drill hole WC-07-3 encountered 65 ft. of 0.027 opt Au
starting at a depth of 240 ft., including 25 feet of .052 opt Au from 265-290 ft. Elevated gold values were also found in WC-07-6, approx. 7,000 ft. north of WC-07-3, in an area where anomalous drill results were found in previous drill programs by Newmont and Santa Fe.  The results begin to suggest a trend of mineralization that appears to be controlled by the major structural margin of the Tertiary graben that defines the Northern Nevada Rift.  Further drilling is supported, and plans for
this are currently being reviewed.





No exploration work was done in the 2008-2009 fiscal year due to lack of funding.





In May of 2008, reclamation work was performed on the property as per the requirements of the National Forest Service.





On June 26, 2008, the Montgomery Pass Panorama project was terminated and the property relinquished to the owner, however the Company is still responsible for the completion and final acceptance of the property reclamation by the National Forest Service.





On June 26, 2008, the Bell Flat project was terminated and the property relinquished to the owner.  No reclamation work was required or performed on this property.





In August, 2008, the reclamation work was inspected by the National Forest Service and approved on a conditional basis.  This means that the re-growth to date was acceptable for the elapsed time frame, and a partial refund of the reclamation bond was returned. On September 19, 2008 we received a cheque for US$750, and on January
10, 2009 we received a cheque for US$2400, both of which were partial refunds of the US$5,750 bond originally paid. This leaves a refund balance still owed to us of US$2,600.  Further refunds will continue as future inspections of the reclamation work are performed.





On November 22, written notice was given to Newmont Mining Corporation that we would be unable to meet our future work commitments on the Water Canyon project, and that we would therefore have to terminate the agreement.  A verbal response from Newmont was that they would like to consider an amendment to our agreement so as to allow
us the time to raise additional exploration funding for the project, but as of the date of this filing we have heard nothing further from Newmont.  We must therefore consider this project terminated as per our notice of November 22, 2008.





On March 27, 2009 at the Annual and Special General Meeting of the shareholders of the Company, the following items were approved.





(1)
A special resolution authorizing the directors to implement a reverse stock split of our common stock on the basis of one post-consolidation share for each 100 pre-consolidation shares.





(2)
A special resolution approving an amendment to the Company’s Notice of Articles and Articles to increase the number of authorized common shares from 300,000,000 common shares without par value to an unlimited number of common shares without par value.





- 25 -


(3)
A special resolution approving the continuance of the Company from the Province of British Columbia to the Province of Alberta.





On May 12, 2009, the aforementioned reverse stock split was complete whereby one post-consolidation share was issued for each 100 pre-consolidation shares.  The result of this reverse stock split was that the issued and outstanding shares of the Company were reduced from 14,989,800 shares of common stock to 149,914 shares of common
stock.





On August 25, 2009 consent was received from the British Columbia Registrar of Company’s to allow the continuance of the Company out of the Province of British Columbia.





Liquidity and Capital Resources





As of the date of this annual filing, we have yet to generate any revenues from our business operations.





We issued 135,394 (including rounding shares of 16)  shares of common stock in 2003 in consideration of US$75,000 and CDN$2,000.  The foregoing 135,394 shares reflects a 3 for 1 stock split which occurred on February 3, 2005, and then a 100 for 1 reverse stock split which occurred on May 12, 2009.





On March 29, 2006, we issued an additional 2,000 shares as part of a private placement which raised $250,000 for our company.





On March 23, 2007, we issued an additional 5,000 shares to settle a US$100,000 loan from a shareholder that was taken out on March 15, 2005.





On March 30, 2007, we issued an additional 7,520 shares as part of a private placement which raised $451,200 for our company.





In the fiscal periods ending March 31, 2009 and March 31, 2008, we used cash for operational activities in the amounts of US$36,540 and US$531,586 respectively.





As of March 31, 2009, our total assets were US$2,456.10 and CDN$266.03 in cash and $1,256 in prepaid expenses and our total liabilities were $15,717 which consisted of accounts payable, a shareholder loan and funds set aside for the estimated remediation of our exploration properties.  Our assets are comprised of the funds raised
from the aforementioned financing activities.





On April 28, 2008, our officer and director, Mr. Bruce Johnstone, made a loan to the Company in the amount of US$10,000 for working capital.





- 26 -


ITEM 6.                      DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.           Directors and Senior Management





Our officers and directors are as follows:





Name
Age
PositionBruce Johnstone
53
President, Chief Executive Officer, Secretary, Treasurer,Principal Financial Officer and DirectorDavid Mallo
49
Director





Our directors hold office until our next annual meeting and until their successors have been elected and qualified. Our officers are elected by our board of directors at our annual meeting after each of our annual meetings of shareholders and hold office until their death, or until they resign or have been removed from office.





Bruce E. Johnston - President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer  and Director





Since April 28, 2003, Mr. Johnstone, has served as our president, chief executive officer, secretary, treasurer, chief financial officer, and a member of the board of directors.  From October 2002 to July 2003, Mr. Johnstone was president and secretary of Patriot Gold Corp., a gold exploration company located in West Vancouver,
British Columbia, where he was instrumental in the reorganization of this company from its old business of ostrich farming to that of a resource exploration company.  He was also responsible for finding the new management for this company and for securing its first property and private placement financing.  Since July 2003, Mr. Johnstone has been the President of Delbrook Systems, Inc., a private consulting company.  Through this company, Mr. Johnstone and his associates advise companies
with regard to strategic corporate planning and joint venture collaborations.





David Mallo, B.Sc (Spec.) – Director





Mr. Mallo was also elected to the board on April 11, 2005, and is a geologist with 24 years of experience in precious and base metal exploration and project management.  Having graduated with a degree in geology in 1981, Mr. Mallo spent his first 7 years working for the Canadian subsidiary of Gold Fields Mining Corp.  He
worked initially as Project Geologist, then Senior Geologist and finally as Manager, New Projects.





Mr. Mallo then joined the Pezim Group of Companies, working ultimately at Prime Resources.  While with Prime, and on behalf of Calpine Resources, he managed the exploration programs at the Eskay Creek deposit in northern B.C. during the discovery, delineation and early stage feasibility programs of this world-class gold-silver deposit.
During this period, Mr. Mallo also managed similar exploration programs for a multitude of other companies throughout the Eskay region, as well as many other areas of North America.  Following the Eskay Creek programs, Mr. Mallo assumed the position of Executive Vice-President of Exploration for Adrian Resources Ltd.  While working for Adrian, he was responsible for all aspects of the planning, direction and implementation of exploration programs throughout the Petaquilla District of north
central Panama.  During this time, Adrian Resources


- 27 -


discovered immense copper and gold resources within a series of large mineralized porphyry and epithermal deposits.





In addition, Mr. Mallo managed the exploration programs for Madison Enterprises Corp., in Papua New Guinea at the world-renowned Mt. Kare gold project, and more recently in the Battle Mountain District of northern Nevada.





Mr. Mallo presently consults to a number of junior resource companies including Madison, Lund Ventures and Adrian Resources and is a current director of Lund Ventures Inc. and Global Tech Inc.





Advisory Board





Doug Turnbull, HB.Sc., PGEO – Geology Advisor





Mr. Turnbull is a consulting geologist with over 20 years experience in diamond, precious and base metal exploration.  He holds an Honours Bachelor of Science degree in Geology and is a Qualified Professional Geoscientist recognized by the Association of Professional Engineers and Geoscientists of British Columbia.





Mr. Turnbull was part of the exploration team responsible for the discovery of the Eskay Creek gold/silver deposit in British Columbia, Canada.  A deposit that in January of 1999 had a mineable reserve of 1.45 Mt grading 57.7 g/t gold and 2493 g/t silver and is the 5th largest silver producer in the world.  Along with
that, Mr. Turnbull helped to discover the Petaquilla Cu-Au Porphyry Deposit in Panama and the Mt. Kare Gold Deposit in Papua New Guinea, a deposit which has 1.8 million ounces of gold and 23.8 million ounces of silver (indicated and inferred).





Mr. Turnbull’s previous work/consulting experience includes Monopros Ltd., Goldfields Mining Corporation, Prime Exploration Ltd., Adrian Resources Ltd., and Madison Enterprises Corp.  He currently serves as a director on the boards of Oromin Explorations Ltd., Buffalo Gold Ltd. and Grizzly Diamonds Ltd.





Gerry Humphries, M.B.A., C.A., F.C.M.C – Business Advisor





Mr. Humphries has over 25 years of consulting experience with two major international consulting firms, and 5 years running his own firm.  He is a strategic business leader with a sound record of creative and profitable approaches in serving corporate and entrepreneurial clients in both the private and public sectors, and has extensive
experience in all areas of management consulting, including technology, human resources, financial management and strategy.





Mr. Humphries began his career with Peat Marwick Mitchell & Co. in 1974, and during his time with this company he became a Chartered Accountant and a Certified Management Consultant while working in both Vancouver and Sydney, Australia.





In 1993, Mr. Humphries joined with Ernst & Young Management Consultants where, as a Partner, he worked with others on strategy, organizational assessment, management evaluation and executive mentoring assignments.  With a team of five, he provided services for clients in the public, private, corporate, entrepreneurial and not-for-profit
sectors and in five years was successful in tripling the practice revenue for his consulting unit.


- 28 -


The millennium change saw Mr. Humphries working with another group within the Ernst & Young umbrella where he became the Vice-President and B.C. Leader of Cap Gemini Ernst & Young (CGEY).  Here he was involved with numerous projects.  He led a consulting group of 50 in technology strategy, design, acquisition and
implementation; he managed all marketing, staff recruiting/development, administration, office leasing and strategic alliance with Ernst & Young; he was a member of the National Staff Performance Management Committee that oversaw performance management process and decisions for a national staff of 600; he identified, developed and managed accounts in the Public, Manufacturing and Transportation sectors which included the B.C. Liquor Distribution Branch, ICBC, BC Ferries, Ballard Power, Teekay Shipping, Port
of Vancouver and TSI Terminal Systems; he liaised with, and recruited, global CGEY colleagues from Europe, Australia, United States and Asia for international consulting projects; and he delivered projects in IT integration and development, systems assessment, change management, strategy and senior management advisory services to clients in both the public and private sector.





Currently Mr. Humphries manages his own consulting practice within Western Management Consultants where he provides a diverse set of consulting and management skills to companies and individuals in the public, private, corporate, entrepreneurial and not-for-profit sectors.  He has served on the Board of the Canadian Association
of Management Consultants for 6 years, including 2 as Chair, and as a Trustee with the International Council of Management Consulting Institutes for 4 years.





B.           Compensation





Compensation of Directors





The members of our board of directors are compensated for their services as directors by the issuance of option from our registered Option Plan. There are no contractual arrangements with any member of the board of directors. We have no director’s service contracts.





Compensation of Executive Officers





The following table sets forth the compensation paid by us for the last three years through March 31, 2009, for each of our officers.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses
all compensation awarded to, earned by, or paid to our named executive officer.





Summary Compensation Table


Non-
NonqualifiedEquity
Deferred
AllIncentive
Compensa-
OtherStock
Option
Plan
tion
Compen-Names and Principal

Salary
Bonus
Awards
Awards
Compensation
Earnings
sation
TotalPositions
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Bruce Johnstone,
2009
0
0
0
0
0
0
0
0President, CEO, CFO &
2008
0
0
0
0
0
0
0
0Director
2007
0
0
0
0
0
0
0
0





We do not anticipate paying any salaries in 2009.





- 29 -


Options & SARs Granted to Named Executive Officers





The following table outlines the Options/SAR values that have been granted to our executive officer and directors through the fiscal year end of March 31, 2009.





AGGREGATE OPTION/SAR EXERCISES


AND FISCAL YEAR END OPTIONS/SAR VALUES


Number OfUnexercisedSecurities
Value OfUnderlying
UnexercisedOptions/SARs
In-The-MoneyAt FY-End
Option/SARsShares

(#)
At FY-End ($)Acquired On
Value
Exercisable/
Exercisable/Exercise
Realized
Unexercisable
UnexercisableName
(#)
($)
(1)
(2)Bruce Johnstone
--
--
2,000
$34.00David Mallo
--
--
1,000
$17.00George Eliopulos
--
--
1,000
$17.00





(1)           4,000 options were exercisable at the fiscal year end of March 31, 2009.


(2)
Based on the closing price for our common stock on March 31, 2009 of $0.017 per share.





Equity Compensation Plans





The Company currently has one equity compensation plan.  The Incentive Stock Option Plan provides for the issuance of stock options for services rendered to the Company.  The board of directors is vested with the power to determine the terms and conditions of the options.  The Plan included 50,000 shares.  As
of March 31, 2009, 16,700 options to purchase shares have been granted leaving 33,300 shares available for issuance under the Plan.





Number of securitiesNumber of securities to be
Weighted-average
remaining available for futureissued upon exercise of
exercise price of
issuance under equityoutstanding options, warrants
outstanding options,
compensation plans (excludingand rights
warrants and rights
securities reflected in columnPlan category
(a)
(b)
(a) (c)Equity compensation
16,700
$
13.95
33,300plan approved bysecurity holders





Stock Option Plans and Long-Term Incentive Plan Awards





On April 8, 2005 we filed a Form S-8 registration with the SEC for an Incentive Stock Option Plan for our company that allows up to a maximum of five million options to be issued to management, staff, and consultants to our company.  As of March 31, 2009, 16,700 options have been


- 30 -


issued to management and consultants.  We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance other than as described above.





Compensation of Directors





The following table sets forth the compensation paid to each of our directors in 2009.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or
paid to our named directors.





Director Compensation


FeesEarned



Nonqualifiedor


Non-Equity
DeferredPaid in
Stock
Option
Incentive Plan
Compensation
All OtherCash
Awards
Awards
Compensation
Earnings
Compensation
TotalName
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Bruce Johnstone
0.00
0.00
0.00
0.00
0.00
0.00
0.00David Mallo
0.00
0.00
0.00
0.00
0.00
0.00
0.00George Eliopulos*
0.00
0.00
0.00
0.00
0.00
0.00
0.00*resigned February 9, 2009





We have no standard arrangement pursuant with which our directors are compensated by us for their services in their capacity as directors other than the un-issued treasury shares reserved for the grant of directors’ stock options.  There has been no other arrangement pursuant to which our directors are compensated by us in
their capacity as directors, from our inception on April 28, 2003 through our fiscal year ended March 31, 2009.





No executive officer, director or employee compensation plans have been established nor are any such plans contemplated pursuant to which cash or non-cash compensation will be paid to our executive officers, directors or employees other than as referred to herein.





C.           Board Practices





None





D.           Employees





At present, we have no employees, other than our directors and sole officer.  Our directors and sole officer are part-time management and will devote 10% to 40% of their time or 4 to 18 hours per week to our operation.  Our directors and sole officer do not have any employment agreements with us.  We presently
do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt plans in the future.  There are presently no personal benefits available to our directors and sole officer, but our directors and sole officer are eligible for compensation via our registered Incentive Stock Option Plan.





- 31 -


E.           Share Ownership





The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors and officers, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of the shares and possess sole voting and
dispositive power with respect to the shares.





Percent ofName of owner
Number of Shares
Position
ClassBruce E. Johnstone
39,930
President, CEO, Secretary,
26.64%336 – 36th Street

Treasurer, CFO & DirectorSuite 334Bellingham, WashingtonU.S.A.   98225David Mallo
1,000
Director
Less than 1%336 – 36th StreetSuite 334Bellingham, WashingtonU.S.A.  98225George Eliopulos*
1,000
Director
Less than 1%336 – 36th StreetSuite 334Bellingham, WashingtonU.S.A.   98225All officers and directors as a
41,930

27.97%group   (3 people)*resigned February 9, 2009





We have issued 16,700 options to purchase shares of our common stock since the implementation of our 2005 Equity Compensation Plan.





The shares were not issued to our directors and sole officer as part of a compensation plan.





Legal Proceedings





No material legal proceedings to which we are a party are pending nor are any known to be contemplated and we know of no legal proceedings pending or threatened, or judgments entered against, any of our officers or directors in their capacities as such.





Dividends





No dividend has been paid on our common shares since inception, and none is contemplated in the foreseeable future.





- 32 -


ITEM 8.                      FINANCIAL INFORMATION





A.           Statements and Other Information





See Item 17.





B.           Significant Changes





Not applicable





ITEM 9.                      THE OFFER AND LISTING





A.           Offer and Listing Details





We are required to file an annual report on Form 20-F with the Securities and Exchange Commission and Form 6-K. Form 6-K is required to be filed when the laws of Alberta require us to disclose information. The Form 6-K must be filed promptly after information is made public by us. As a foreign private issuer, we will not be subject to the
reporting obligations of section 13, except as set forth above; the proxy rules of section 14 of the Securities Exchange Act of 1934; or, the insider reporting or short-swing profit rules of section 16 of the Exchange Act.





On October 14, 2004, our securities began trading on the over-the-counter on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol “HPMEF.” On June 8, 2009, the trading symbol was changed to “HPMFF” as a result of a 100 for 1 reverse split that occurred on May 12, 2009.  As
trading is thin and sporadic, a shareholder may therefore be unable to resell the securities referred to herein should he or she desire to do so.  Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. On March 21, 2005, the bid price was $0.05 and a last trade price was $0.02. The following sets forth a summary of trading prices from October 14, 2004 through August 30, 2009.





The shares were split 3:1 effective February 3, 2005, and then were reverse split 100:1 on May 12, 2009.  The following figures are adjusted for these splits.





Quarter ended


High Bid

Low Bid2009March 31
$
2.00
$
1.80June 30

No orders

No orders2008March 31
$
10.00
$
9.00June 30
$
4.00
$
3.00September 30
$
2.00
$
1.40December 31
$
2.00
$
1.402007March 31
$
26.00
$
21.00June 30
$
11.00
$
10.00





We have issued 16,700 options and 7,760 warrants convertible into common equity.


- 33 -


Section 15(g) of the Exchange Act





Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.





Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the
penny stock market, such as  id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary
history of broker/dealers and their associated persons.





B.           Plan of Distribution





Not applicable





C.           Markets





Our shares are not traded on any exchanges.  Our shares are quoted on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol “HPMEF.”





D.           Holders





As of September 21, 2009, we had 44 holders of record of our common shares.





E.           Selling Shareholders





Not applicable





F.           Dilution





Not applicable





G.           Expenses of the Issue





Not applicable





- 34 -


ITEM 10.                      ADDITIONAL INFORMATION





A.           Share Capital





Common Stock





Our authorized common stock consists of 300,000,000 shares, no par value per share. The holders of our common stock:





*
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;





*
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;





*
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and





*
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.





All shares of common stock, now outstanding, are fully paid for and non-assessable and all shares of common stock will be fully paid for and non-assessable. We refer you to our articles of incorporation, bylaws and the applicable statutes of the laws of Alberta for a more complete description of the rights and liabilities of holders of our
securities.





Non-cumulative voting





Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of
our directors.





Cash dividends





As of the date of this annual filing, we have not paid any cash dividends to our stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.
It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.





Preferred Stock





We are authorized to issue up to 20,000,000 shares of preferred stock, no par value.  No preferred shares are outstanding.  The preferred shares were not subject to the stock split that occurred on February 3, 2005.





- 35 -


Anti-takeover provisions





There are no Alberta anti-takeover provisions that may have the effect of delaying or preventing a change in control.





Dividends





Holders of the common stock are entitled to share equally in dividends when, as and if declared by our board of directors, out of funds legally available therefore. No dividend has been paid on the common stock since inception, and none is contemplated in the foreseeable future.


Reports





You may read copies of any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that will contain copies of
the reports we file electronically.  The address for the Internet site is www.sec.gov.





Stock transfer agent





Our stock transfer agent for our securities is Holladay Stock Transfer, Inc., 2939 North 67th Place, Scottsdale, Arizona 85251 and its telephone number is (480) 481-3940.





U.S. Eligibility for Future Sales





We have 149,914 shares of common stock outstanding. Only 135,394 of our common shares are registered for resale on a Form F-1 registration statement and will be freely tradable without restriction in the United States under the Securities Act of 1933 unless purchased by our affiliates.





Common shares issued by us in the future may be sold in the public market in the United States only if registered or if they qualify for an exemption from registration, including the exemptions described below under Rules 144, 144(k) or 701 promulgated under the Securities Act.





Rule 144





In general, under Rule 144, a person, or group of persons whose shares are aggregated, that has beneficially owned any of our common shares that are restricted securities, as defined in Rule 144, for at least six months, is entitled to sell in the United States within any three-month period commencing 90 days after the date of our prospectus
a number of shares that does not exceed the greater of:





*
1% of our common shares then outstanding, which will be approximately 1,499 shares immediately after this offering, or





*
the average weekly trading volume of our common shares in the public market during the four calendar weeks immediately before the sale. Sales under Rule 144 are also subject to certain requirements as to the manner of sale, notice and availability of current public information about us.





- 36 -


Rule 144(k)





Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one years, including the holding period of any prior owner who is not one of our affiliates, is entitled to sell these shares in the
United States without complying with the manner of sale provisions, availability of current public information requirement, volume limitations or notice requirements of Rule 144.





Rule 701





In general under Rule 701, any of our employees, officers, directors, consultants or advisors who purchased or received shares from us before this offering under a compensatory stock or option plan or written agreement will be eligible to resell their shares in the United States in reliance on Rule 144. Non-affiliates will be able to sell
their shares in the United States subject only to the manner of sale provisions of Rule 144. Affiliates are subject to all of the provisions of Rule 144 except that they will be able to sell their shares without compliance with the holding period requirement of Rule 144.





B.           Memorandum and Articles of Incorporation





We have no bylaws. Under Alberta law they are called Articles of Incorporation.





1.           Our Memorandum and Articles of Incorporation do not limit in any manner our business purpose. As such, no provision relating to the same is contained in the Memorandum or Articles of Incorporation.





2.           Directors





a.           A director shall disclose the nature and extent of his interest in a contract or transaction. A director shall not vote on any contract or transaction in which he is interested. The foregoing shall not apply to: (1) a loan to us which the director is guaranteeing repayment;
(2) any contract or transaction for the benefit of a holding company or a subsidiary corporation of which the a director is a director; (3) any contract by a director to subscribe for or underwrite securities in which a director is interested if all the other directors are interested; (4) determining the remuneration of the directors: (5) purchasing and maintaining insurance to cover directors against liability incurred by them as directors; or, (6) indemnification of any director.





b.           Directors are empowered to vote compensation to themselves even in the absence of an independent quorum.





c.           Our board of directors may from time to time on our behalf borrow money. We have no prohibition against loaning money to a director.





d.           There are no provisions for retirement or non-retirement of directors under an age limit requirement.





e.           There is no number of shares which must be owned for director’s qualification.





- 37 -


f.           Our Articles authorize the shareholders to set the number of directors which is currently set at four.  Our directors are elected annually at our annual general meeting.  If there are more than four persons nominated as directors at the annual general
meeting then the four directors receiving the most votes are elected for the ensuing year.





3.           Shares





a.           The board of directors, may from time-to-time declare and authorize payment of dividends. No dividend will be paid otherwise than out of funds and/or assets properly available therefore. There is no time limit after which dividend entitlement lapses.





b.           Each shareholder shall have one vote for each share of common stock owned by him. At each annual meeting the entire board of directors retire and shareholders shall elect an new board of directors. There are no staggered intervals and cumulative voting is not provided for.





c.           Shareholders do not have the right to share in our profits.





d.           Shareholders are entitled to share in any surplus upon liquidation, after the payment of all creditors and superior equity securities.





e.           We may redeem any of our shares at the price and on the terms as determined by our board of directors.





f.           There are no sinking fund provisions.





g.           Shareholders are not liable for further capital calls.





h.           There are no provisions discriminating against any existing or prospective holder of common stock as a result of a shareholder owning a substantial number of shares of common stock.





4.           No alteration shall be valid as to any outstanding shares unless the holders of the shares consent thereto or by a resolution passed by 3/4s of the outstanding shares.





5.           The annual general meeting of shareholders is called by written notice mailed by the board of directors to each shareholder of record. A quorum shall be a least two persons represented at the meeting either in person or by proxy.  Resolutions must be passed by a
majority (ie. more than 50%) of the votes cast by shareholders at general meeting.  Extraordinary (special) general meetings are called by written notice mailed by the board of directors to each shareholder of record. The quorum remains the same for Extraordinary Meetings. There are no conditions of admission to the meetings.  Special resolutions are required to amend our Memorandum or Articles, Special Resolutions must be passed by 75% of the votes cast by shareholders.





6.           There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities, imposed by the laws of British Columbia, or our articles or other constituent document.





- 38 -


7.           There are no provisions in our articles that would have an effect of delaying, deferring or preventing a change in our control and that would operate only with respect to any merger, acquisition or corporate restructuring involving us.





8.           There are no provisions in our articles which require the disclosure of shareholder ownership.





9.           The law applicable to us is not significantly different from that in the host country.





10.           The conditions imposed by the articles governing changes in the capital are not more stringent than is required by law.





C.           Material Contracts





There are no material contracts except as discussed in this Form 20-F.





D.           Exchange Controls





There are no exchange controls or other limitations which affect the sale of shares in the United States.





E.           Taxation





Canadian Income Tax Consequences





The following summary discusses only the Canadian federal income tax considerations generally applicable to a holder (a “Holder”) of one or more shares of our common stock, for the purposes of the Income Tax Act (Canada) (the “Tax Act”) is a non-resident of Canada
who holds common shares as capital property. The summary deals with the provisions of the Tax Actin force on 2/28/2005. It discusses all material matters; but might not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules. Holders and prospective holders are urged to consult with their own tax advisers with respect to their particular circumstances.





Dividends





A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983,
3/28/1984, 3/17/1995, and 7/29/1997 (the “Treaty”), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of our voting stock paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. We will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid
and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.





- 39 -


Disposition of Common Shares





A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Tax Act.
Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm’s length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of our capital stock. The Canadian Venture Exchange is a prescribed stock exchange under the Tax
Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the
Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.





A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holder’s taxable income earned in Canada. The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable
capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.





United States Federal Income Taxation Considerations





For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation (“U.S. Taxpayer”) will recognize a gain or loss on the sale of our common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares. The gain or loss
will be a capital gain or capital loss if our common shares are a capital asset in U.S. Taxpayer’s hands.





For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on our common shares. A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic
corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on our common shares.





Under a number of circumstances, United States Investor acquiring our shares may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor
who becomes the owner, directly or indirectly, of 10% or more of our shares will be required to file such a return. Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.


- 40 -





The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as us, will be treated as a passive foreign investment company if 75%
or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. We believe that it was not a passive foreign investment company for the taxable year ended December 31, 2002 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.





The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.
This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with us, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.





This summary is based upon the “provisions” of the Income Tax Act of Canada and the regulations issued thereunder (collectively, the Tax Act or ITA) and the Canada-United States Tax Convention (the Tax Convention) as at the date of our registration statement and the current administrative practices of Canada Customs and Revenue
Agency. This summary does not take into account provincial income tax consequences.





We urge each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.





F.           Dividends and Paying Agents





Not applicable





G.           Statement by Experts





Our auditor is Robison, Hill & Co., 1366 Murray-Holladay Rd., Salt Lake City, Utah, 84117. Our stock transfer agent for our securities is Holladay Stock Transfer, Inc., 2939 North 67th Place, Scottsdale, Arizona 85251 and its telephone number is (480) 481-3940.





H.           Documents on Display





We are subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended, such as to file reports and other information with the SEC. Shareholders may read and copy any of our reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained
by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.





- 41 -


We are not required to file reports and other information with any securities commissions in Alberta.





As a foreign private issuer, we are exempt from the rules under the United States Securities Exchange Act of 1934, as amended, prescribing the furnishing and content of proxy statements to shareholders.





We will provide without charge to each person, including any beneficial owner, on the written or oral request of such person, a copy of any or all documents referred to above which have been or may be incorporated by reference in this annual report (not including exhibits to such incorporated information that are not specifically incorporated
by reference into such information). Requests for such copies should be directed to us at the following address: Homeland Precious Metals Corp.,336 – 36thStreet, Suite 334, Bellingham, WA  98225.  Our telephone number is (775) 770-0872.




I.           Subsidiary Information
 
 Not applicable
 
 ITEM 11.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 No Disclosure Necessary.
 
 ITEM 12.                      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


A.           Debt Securities





No Disclosure Necessary





B.           Warrants and Rights





No Disclosure Necessary





C.           Other Securities





No Disclosure Necessary





D.           American Depository Shares





No Disclosure Necessary








- 42 -


PART II


ITEM 13.                      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
 We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
 
 ITEM 14.                      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
 We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
 
 ITEM 15.                      CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures





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





Limitations on the Effectiveness of Controls





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





- 43 -


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





CEO and CFO Certifications





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





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over
financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
Based on our assessment, we believe that, as of March 31, 2009, the Company’s internal control over financial reporting was effective based on those criteria.


- 44 -


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide
only management’s report in this annual report.





Changes in Internal Controls





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





ITEM 16.





A.           AUDIT COMMITTEE FINANCIAL EXPERT





We do not have an audit committee financial expert.  We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have limited operations, at the present time, we believe the services of a financial expert are not
warranted.





B.           CODE OF ETHICS





We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability
for adherence to the code.





C.           PRINCIPAL ACCOUNTING FEES AND SERVICES





(1) Audit Fees





The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 20-F or services that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for those fiscal years was:





2009
$
7,500

Robison, Hill & Co., Certified Public Accountants2008
$
12,000

Robison, Hill & Co., Certified Public Accountants





(2) Audit-Related Fees





The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:





2009
$
0

Robison, Hill & Co., Certified Public Accountants2008
$
0

Robison, Hill & Co., Certified Public Accountants





- 45 -


(3) Tax Fees





The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:





2009
$
0

Robison, Hill & Co., Certified Public Accountants2008
$
0

Robison, Hill & Co., Certified Public Accountants





(4) All Other Fees





The aggregate fees billed in each of the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:





2009
$
0

Robison, Hill & Co., Certified Public Accountants2008
$
0

Robison, Hill & Co., Certified Public Accountants





(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.





(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.





D.           EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES





Our shares of common stock are traded on the Bulletin Board and accordingly there are no listing standard requirements for an audit committee.





E.           PURCHASES OF EQUITY SECURITIES BY THE ISSUER/AFFILIATED PURCHASERS





Not Applicable








- 46 -


PART III





ITEM 17.                      FINANCIAL STATEMENTS





Our fiscal year end is March 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by a firm of Certified Public Accountants.





Our financial statements for our fiscal years ending March 31, 2009 and March 31, 2008, immediately follow:





INDEXReport of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets
F-3Consolidated Statements of Operations
F-4Consolidated Statements of Cash Flows
F-5Consolidated Statements of Stockholders’ Equity
F-6Notes to The Consolidated Financial Statements
F-8


- 47 -




HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 
 INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS' REPORT
 
 (Expressed in US Dollars)
 
 MARCH 31, 2009 AND 2008
             F - i
  PageReport of Independent Registered Public Accountants
F-1Consolidated Balance SheetsMarch 31, 2009 and 2008
F-3Consolidated Statements of Operations for the years endedMarch 31, 2009 and 2008 and the Cumulative Period fromApril 28, 2003 (inception) to March 31, 2009
F-4Consolidated Statements of Cash Flows for the years endedMarch 31, 2009 and 2008 and the Cumulative Period fromApril 28, 2003 (Inception) to March 31, 2009
F-5Consolidated Statements of Stockholders’ EquitySince April 28, 2003 (Inception) to March 31, 2009
F-6Notes to Financial Statements
F-8
 
 
 F - ii
 
 
 ROBISON, HILL & CO.



Certified Public AccountantsA PROFESSIONAL CORPORATIONBRENT M. DAVIES, CPADAVID O. SEAL, CPAW. DALE WESTENSKOW, CPABARRY D. LOVELESS, CPASTEPHEN M. HALLEY, CPA
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
 
 
 Homeland Precious Metals Corp.
 (An Exploration Stage Company)
 
 We have audited the accompanying consolidated balance sheets of Homeland Precious Metals Corp. (An Exploration Stage Company) as of March 31, 2009, and 2008, and the related consolidated statements of operations, and cash flows for the two years ended March 31, 2009, and 2008, and the cumulative since April 28, 2003 (inception) to March
31, 2009, and the consolidated statement of stockholder’s equity since April 28, 2003 (inception) to March 31, 2009.  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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, 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 Homeland Precious Metals Corp. (An Exploration Stage Company) as of March 31, 2009, and 2008 and the results of its operations and its cash flows for the two years ended March 31, 2009, and 2008 and the cumulative
since April 28, 2003 (inception) to March 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
 
  
  F - 1
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses of approximately $2,737,000, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.  Management’s
plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 
 \s\ Robison, Hill & Co.
 Certified Public Accountants
 
 Salt Lake City, Utah
 September 21, 2009
 
  F - 2
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Consolidated Balance Sheets
 (Expressed in US dollars)
  
 March 31,
2009


March 31,
2008ASSETSCurrentCash and cash equivalents

$
2,669


$
26,059Prepaid expenses


1,256



90Total current assets


3,925



26,149Restricted cash


2,600



5,750Total assets

$
6,525


$
31,899LIABILITIESCurrentAccounts payable and accrued liabilities


3,606



6,781Shareholder loan (note 8)


10,000



-Total current liabilities

$
13,606


$
6,781Estimated environmental remediation (note 6)


2,111



5,750Total liabilities

$
15,717


$
12,531STOCKHOLDERS’ EQUITY (DEFICIENCY)Capital stock (note 9)Preferred stock, no par valueAuthorized 20,000,000 shares,No shares issued at March 31, 2009 or 2008


-



-Common stock, no par valueAuthorized 300,000,000 shares,Issued and outstanding: 149,914 shares(March 31, 2008 – 149,914 shares)


1,077,726



1,077,726Additional paid-in capital


1,650,000



1,650,000Deficit accumulated during exploration stage


(2,736,918
)


(2,708,358
)Total stockholders’ equity (deficiency)


(9,192
)


19,368Total liabilities and stockholders’ equity (deficiency)

$
6,525


$
31,899
 
  The accompanying notes are an integral part of these financial statements.
 F - 3
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Consolidated Statements of Operations
 (Expressed in US dollars)
  
 Year Ended
March 31, 2009


Year Ended
March 31, 2008


Cumulative since April 28, 2003 Inception of Exploration StageRevenue

$
-


$
-


$
-ExpensesAccounting


17,020



17,561



55,929Advertising


2,183



72,462



94,562Directors compensation


-



-



5,000Consultants’ compensation (note 11)


-



16,000



1,200,000Geologists compensation


-



-



445,000Exploration costs


1,879



406,998



601,743Environmental remediation


-



-



5,750General and administrative


3,440



31,080



50,603Legal fees


4,081



3,974



59,967Travel


-



5,679



15,888Loss from operations


(28,603
)


(553,754
)


(2,534,442
)Other income (expense)Interest (net)


-



-



(204,125
)Currency exchange (net)


43



1,044



1,649Loss for the period

$
(28,560
)

$
(552,710
)

$
(2,736,918
)Loss per share, basic and diluted

$
(0.19
)

$
(3.69
)Weighted average number of shares outstanding,basic and fully diluted


149,914



149,914
 
  The accompanying notes are an integral part of these financial statements.
 F - 4
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Consolidated Statements of Cash Flows
 (Expressed in US dollars)
  Year Ended
March 31,
2009


Year Ended,
March 31,
2008


Cumulative since April 28, 2003 Inception of Exploration StageCash flows from operating activitiesLoss for the period

$
(28,560
)

$
(552,710
)

$
(2,736,918
)Items not involving cash:Stock-based compensation


-



16,000



1,650,000Interest paid by issuance of stock


-



-



200,000Changes in non-cash working capital items:Prepaid expenses and deposits


(1,166
)


20,066



(1,256
)Accounts payable and accrued liabilities


(3,175
)


(14,942
)


3,606Environmental liability


(3,639
)


-



2,111Net cash used in operating activities


(36,540
)


(531,586
)


(882,457
)Cash flows from investing activitiesRestricted cash


3,150



-



(2,600
)Net cash provided by (used in) investing activities


3,150



-



(2,600
)Cash flows from financing activitiesStock issuance for cash


-



-



777,726Proceeds from shareholder loan


10,000



-



112,411Payment on shareholder loan


-



-



(2,411
)Net cash provided by financing activities


10,000



-



887,726Increase (decrease) In cash and cash equivalents


(23,390
)


(531,586
)


2,669Cash and cash equivalents, beginning of period


26,059



557,645



-Cash and cash equivalents, end of period

$
2,669


$
26,059


$
2,669Supplemental disclosure of cash flow information:- Cash paid for interest, net of interest capitalized

$
4,005


$
-


$
4,005- Cash paid for income taxes

$
-


$
-


$
-Supplemental disclosure of non-cash investing and financing activities:- Debt settled through the issuance of shares

$
-


$
-


$
100,000
  The accompanying notes are an integral part of these financial statements.
 F - 5
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Consolidated Statements of Stockholders’ Equity (Deficiency)
 (Expressed in US dollars)
  Number of
Shares


Capital
Stock /
Subscriptions
Received


Additional
Paid-in
Capital


Deficit
Accumulated
During
Exploration Stage


TotalApril 28, 2003, shares issued toPresident (inception)


100


$
-


$
-


$
-


$
-Shares issued for cash


4,512,500



76,526



-



-



76,526Loss for the period


-



-



-



(16,579
)


(16,579
)Total comprehensive loss


-



-



-



(16,579
)Balance at March 31, 2004


4,512,600



76,526



-



(16,579
)


59,947Retroactive adjustment for


















-3 for 1 stock split


9,025,200



-



-



-



-1 for 100 reverse split


(13,402,406
)


-



-



-



-Restated balance at March 31, 2004


135,394



76,526



-



(16,579
)


59,947-Loss for the year


-



-



-



(24,382
)


(24,382
)Total comprehensive loss


-



-



-



(24,382
)


-Balance at March 31, 2005


135,394



76,526



-



(40,961
)


35,565-Shares issued for cash


2,000



250,000



-



-



250,000Stock-based compensation


-



-



1,212,000



-



1,212,000Net loss


-



-



-



(1,344,858
)


(1,344,858
)Total comprehensive loss


-



-



-



(1,344,858
)


-Balance at March 31, 2006


137,394



326,526



1,212,000



(1,385,819
)


152,707Loan converted


5,000



300,000



-



-



300,000Shares issued for cash


7,520



451,200



-



-



451,200Stock-based compensation


-



-



422,000



-



422,000Loss for the year


-



-



-



(769,829
)


(769,829
)Total comprehensive loss


-



-



-



(769,829
)


-Balance at March 31, 2007


149,914


$
1,077,726


$
1,634,000


$
(2,155,648
)

$
556,078   The accompanying notes are an integral part of these financial statements.
 F - 6
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Consolidated Statements of Stockholders’ Equity (Deficiency)
 (Expressed in US dollars)
  Number of
Shares


Capital
Stock /
Subscriptions
Received


Additional
Paid-in
Capital


Deficit
Accumulated
During
Exploration Stage


TotalBalance at March 31, 2007


149,914


$
1,077,726


$
1,634,000


$
(2,155,648
)

$
556,078Stock-based compensation


-



-



16,000



-



16,000Loss for the year


-



-



-



(552,710
)


(552,710
)Total comprehensive loss


-



-



-



(552,710
)


-Balance at March 31, 2008


149,914


$
1,077,726


$
1,650,000


$
(2,708,358
)

$
19,368Loss for the year


-



-



-



(28,560
)


(28,560
)Total comprehensive loss


-



-



-



(28,560
)


-Balance at March 31, 2009


149,914


$
1,077,726


$
1,650,000


$
(2,736,918
)

$
(9,192
)
  The accompanying notes are an integral part of these financial statements.
 F - 7
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
  
  1.
ORGANIZATION AND BASIS OF PRESENTATION
   Nature of Business
  Homeland Precious Metals Corp. (“Homeland” or the “Company”) is engaged in the acquisition and exploration of natural resource properties. The Company commenced operations on April 28, 2003, and on April 20, 2005 it entered into an agreement with Desert Pacific Explorations, Inc., a Nevada exploration company, which
gave the Company the sole exclusive right and option to earn a 100% interest in two Nevada exploration properties known as Bell Flat, and Montgomery Pass. In May of 2005, preliminary exploration on these properties began. Effective March 31, 2009, the Company decided to relinquish its rights on the two properties due to unsatisfactory exploration results.
 
 On February 1, 2007, the Company's wholly owned subsidiary, Homeland Exploration, Inc. (“HEI”) signed an agreement with Newmont Mining Corporation (“Newmont”) for the Water Canyon property. This five-year agreement gave the Company the sole and exclusive right to earn a 100% interest in the property, with a back
in right for Newmont to buy into the project. During the year ended March 31, 2009, the Company was not able to raise additional funds to carry on the exploration work on the Water Canyon property. Accordingly, the Company gave notice to Newmont Mining Corp. and terminated the agreement.
  Organization and Basis of Presentation
  The Company was incorporated under the laws of British Columbia, Canada on April 28, 2003.  On March 27, 2009 the shareholders voted in favor of continuing the Company to the Province of Alberta.  These financial statements are prepared in accordance with United States generally accepted accounting principles (“US
GAAP”) and include the accounts of Homeland and its wholly owned subsidiary, HEI.
  Nature of Operations and Going Concern
  The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
 
 Several conditions and events cast doubt about the Company’s ability to continue as a “going concern”. The Company has incurred net losses of approximately $2,737,000 for the period from April 28, 2003 (inception of exploration) to March 31, 2009 and has no source of revenues. The Company had cash and cash equivalents
in the amount of $2,669 as of March 31, 2009, which it believes will not be sufficient to continue current exploration activities for the next 12 months, and will require additional financing in order to finance its business activities on an ongoing basis. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
 
  F - 8
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   1.      ORGANIZATION AND BASIS OF PRESENTATION (continued)
  
 The Company’s future capital requirements will depend on numerous factors including, but not limited to, the results from the current exploration programs on its existing properties, and the locating and acquiring interests in various other mining opportunities.
 
 These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern”
assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.
 
 If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.
  2.
SIGNIFICANT ACCOUNTING POLICIES
  
 This summary of accounting policies for Homeland is presented to assist in understanding the Company’s financial statements. The accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements.
  Cash and Cash Equivalents
  For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
  Pervasiveness of Estimates
  The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
  Foreign Currency Translation
  The Company’s primary functional currency is the US dollar. Monetary assets and liabilities resulting from transactions with foreign suppliers and customers are translated at year-end exchange rates while income and expense accounts are translated at average rates in effect during the year. Gains and losses on translation are included
in income.
  Concentration of Credit Risk
  The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company had cash and cash equivalents in the amount of $2,669 and $26,059 as of March 31, 2009 and 2008, respectively, which are fully covered by federal depository
insurance.
  F - 9
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   2.      SIGNIFICANT ACCOUNTING POLICIES (continued)
   Financial Instruments
  The Company’s financial instruments, as defined under Statement of Financial Accounting Standards (‘SFAS”) No. 107, “Disclosure about Fair Value of Financial Instruments”, include its cash and cash equivalents, accounts payable and accrued liabilities. Except as otherwise noted, it is management’s opinion
that the Company is not exposed to significant interest of credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values due to the short-term maturities of these instruments.
  Mineral Producing Activities
  The Company is in the exploration stage and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration and development of high grade, economical precious metal properties. Under US GAAP, exploration and prospecting costs are charged to expense as incurred, as are development costs
for projects not yet determined by management to be commercially feasible. Expenditures for mine development are capitalized when the property is determined to have economically recoverable proven reserves but is not yet producing at a commercial level. Prior to commencing commercial production, revenues relating to development, net of mining costs associated with its production, are offset against mine development costs. Mine development costs incurred to access reserves on producing mines are also capitalized.
Capitalization of all exploration, development, and acquisition costs commences once the Company identifies proven and probable reserves that relate to specific properties.
 
 The mining property is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If estimated future cash flows expected to result from the use of the mining project and its eventual disposition are less than the carrying amount of the mining property, an
impairment is recognized based upon the estimated fair value of the mining property. Fair value generally is based on the present vale of estimated future net cash flows for the mining property, calculated using estimates of proven and probable mining reserves, future prices, operating costs, capital requirements and reclamation costs.
 
 The Company has no determinable proven or probable mineral property reserves at this time.
  Loss per Share
  Basic loss per share is calculated by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method, which assumes that all outstanding stock option grants are exercised, if dilutive, (shares issuable
upon exercise of 16,700 options ad 2,000 warrants as of March 31, 2009 and 2008 were antidilutive) and the assumed proceeds are used to purchase the Company’s common shares at the average market price during the year.
  Stock-based Compensation
  The Company has adopted the fair value method of accounting for stock-based compensation recommended by of SFAS No. 123(R), "Accounting for Stock-Based Compensation". The Company has a stock option plan that is described more fully in note 11.
  F - 10
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   2.      SIGNIFICANT ACCOUNTING POLICIES (continued)
   Comprehensive Income
  The Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity (Deficiency). Comprehensive income is comprised of net income
(loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.
 
 Principles of Consolidation
 
 The consolidated financial statements include the accounts of Homeland Precious Metals Corp. and its wholly owned subsidiary, HEI.  All significant intercompany accounts and transactions have been eliminated.
  Accounting Pronouncements
  In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS 141 (R)”) “Business Combinations”, which replaces SFAS 141 “Business Combinations”. This Statement improves the relevance, completeness and representational faithfulness of the information provided in financial reports about the assets
acquired and the liabilities assumed in a business combination. This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. Under SFAS 141(R), acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces
SFAS 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS 141(R) shall be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual report period beginning on or after December 15, 2008. The adoption of this pronouncement is not expected to have an impact on the Company’s financial position, results
of operations or cash flows.
 
 In December 2007, the FASB issued SFAS No. 160 “Non-Controlling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically,
this statement requires the recognition of non-controlling interests (minority interest) as equity in the consolidated financial statements and separate from parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership in a subsidiary that does not result in deconsolidation are equity transactions if the parent retains its controlling financial
interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment of the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interest of the parent and its non-controlling interest. SFAS 160 is effective for fiscal years, and interim periods other than fiscal years, beginning on or after December 15, 2008.
The Company does not expect the new standard to have any material impact on the financial position and results of operations.
  F - 11
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   2.      SIGNIFICANT ACCOUNTING POLICIES (continued)
  
 In January 2008, Staff Accounting Bulletin (“SAB”) 110 “Share-Based Payment” (“SAB 110”), was issued. Registrants may continue, under certain circumstances, to use the simplified method in developing estimates of the expected term of share options as initially allowed by SAB 107, “Share-Based Payments”.
The adoption of SAB 110 has no effect on the financial position and results of operations of the Company.
 
 In May 2008, the FASB issued Statement No. 162 — “The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS No. 162 will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently assessing the effect, if any, the adoption of SFAS No. 162 will have on its financial statements and related disclosures.
 
 SFAS No. 165, "Subsequent Events" ("SFAS 165"), establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued.  SFAS 165 establishes (1) the period after the balance sheet date during which management of
a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009.  The
Company is currently assessing the potential effect that the adoption of SFAS 165 will have on its consolidated financial statements.
 
 On June 15, 2008, the FASB ratified Emerging Issues Task Force Issue No. 08-4 (“EITF 08-4”). EITF 08-4 addressed conforming changes made to EITF Issue 98-5 which resulted from the implementation of EITF Issue 00-27 and SFAS No. 150. EITF Issue 98-5 addresses the accounting for beneficial conversion features. Previously, beneficial
conversion features were amortized to the securities earliest conversion date. Under EITF 08-4, beneficial conversion features are amortized to the stated redemption date, if one exists, rather than the earliest termination date. For beneficial conversion features without a stated redemption date, the beneficial conversion features continue to be amortized to the earliest conversion date. EITF 08-4 is effective for fiscal years ending after December 15, 2008 with early application permitted. The effects of implementing
EITF 08-4 are to be presented retrospectively with the cumulative-effect of the change being reported in retained earnings at the beginning of the first year presented. The adoption of EITF 08-4 has no effect on the financial position and results of operations of the Company.
  F - 12
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   3.
INCOME TAXES
  
 The Company is a Canadian corporation and thus pays Canadian income taxes. As of March 31, 2009, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $912,000 that may be offset against future taxable income through 2029. Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.
 
 The provision for income taxes differ from the amount computed using the federal Canadian statutory income tax rate as follows:
 
 2009


2008Loss before income taxes

$
(28,560
)

$
(552,710
)Tax rate


30.63
%


33.72
%Expected income tax recovery

$
8,700


$
186,300Non-deductible expenses for tax


-



(5,400
)Effect of changes in foreign exchange rates


(63,000
)


22,700Effect of changes in income tax rates


(62,300
)


(12,300
)Unrecognized benefit of non-capital losses


116,600



(191,300
)Deferred income tax recovery

$
-


$
-
 
 The significant components of the Company's future income tax assets and liabilities are as follows:
 
 2009


2008Deferred income tax assets relating to:Non-capital loss carryforwards

$
228,100


$
352,800Deferred income tax assets


228,100



352,800Valuation allowance


(228,100
)


(352,800
)Net deferred tax asset (liability)

$
-


$
-
 
 The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation ($124,700) is reflected in current income.
 
  F - 13
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   4.
UNCERTAIN TAX POSITIONS
  
 Effective April 1, 2007, the company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s consolidated financial position and results of operations. At April 1, 2008, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest and penalties. The Company did
not record a cumulative effect adjustment relating to the adoption of FIN 48.
 
 Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying consolidated statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $nil of interest and penalties expense
related to unrecognized tax benefits during 2009 and 2008. In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2005. The following describes the open tax years, by major tax jurisdiction, as of March 31, 2009:
 
 United States

2005-presentCanada

2005-present
 
  5.
EXPLORATION STAGE COMPANY/GOING CONCERN
  
 The Company has begun principal operations but, as is common with an exploration stage company, the Company has had recurring losses. Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed
a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year.
  6.
ESTIMATED ENVIRONMENTAL REMEDIATION
  
 The Company has adopted Statement of Financials Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("SFAS 143"). This statement applies to obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction and development of the assets.
 
 SFAS 143 requires that the fair value of a liability for a retirement obligation be recognized in the period in which the liability is incurred. The Company had a bond of $5,750 as of March 31, 2008. In addition a liability of $5,750 was booked as of March 31, 2006. During the year ended March 31, 2009, the Company completed $3,869 of
environmental remediation work and reduced its liability to $2,111.
  F - 14
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   7.
MINERAL PROPERTIES
  
 On April 20, 2005, the Company entered into an agreement with Desert Pacific Explorations, Inc., which gave the Company the exclusive right and option to earn a 100% interest in two Nevada exploration properties known as Bell Flat, and Montgomery Pass. Having signed an agreement for these properties, the Company must conduct exploration
to determine what amount of minerals, if any, exist on its properties and if any minerals that are found can be economically extracted and profitably processed.
 
 The Bell Flat and Montgomery Pass properties were acquired by means of an option agreement whereby the Company pay an annual fee and work expenditures on both properties (collectively). On March 30, 2007, Desert Pacific Explorations, Inc. amended the terms of the aforementioned agreement whereby the Company pay an annual fee and work expenditures
on both properties (collectively), over a five-year term as follows:
 
 Date
Advance Royalties:
Work Commitments:1.
April 30, 2006
$20,000
-2.
April 30, 2007
$10.000
-3.
April 30, 2008
$10,000
$100,0004.
April 30, 2009
$50,000
$250,0005.
April 30, 2010
$70,000
$300,0006.
April 30, 2011
$150,000
$400,000
 
 As of March 31, 2008, expenditures in the amount of $264,979 had been paid collectively on both properties.
 
 Effective March 31, 2009, the Company decided to relinquish its rights on the two properties and absolved itself of any further obligations.
 
 On February 1, 2007, HEI, a wholly owned Nevada registered subsidiary of Homeland Precious Metals Corp. signed a definitive agreement with Newmont Mining Corp., a mining company doing business in Nevada. The agreement was a five-year lease of the Water Canyon property. Subject to HEI’s right to terminate the agreement pursuant to
Section 11 of the agreement, HEI was to make expenditures (defined below) in the total amount of $2,700,000 in accordance with the following schedule:
 
 Due Date

Expenditure AmountOn or before February 1, 2008
$
150,000On or before February 1, 2009

450,000On or before February 1, 2010

950,000On or before February 1, 2011

1,700,000On or before February 1, 2012
$
2,700,000
 
 As of March 31, 2009, the Company paid $342,515 in expenditures and accordingly had not met its obligations under the agreement with Newmont Mining Corp. During the year ended March 31, 2009, the Company was not able to raise additional funds to carry on the exploration work on the Water Canyon property. Accordingly, the Company gave notice
to Newmont to terminate the definitive agreement.
  F - 15
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   8.
SHAREHOLDER LOAN
  
 In April 2008, the Company entered into an agreement for a loan from a shareholder in the amount of $10,000. The note is due within 10 days written notice.  There are no terms of interest on the loan.
  9.
COMMON STOCK
  
 The Company was incorporated to allow for the issuance of up to 300,000,000 shares of no par value common stock.
 
 On April 28, 2003 (inception), the Company issued 3 shares of common stock to its president.
 
 On April 30, 2003, the Company issued 45,000 shares of common stock to its president for $1,140 ($1,500 Canadian). The shares were valued at $0.1 per share.
 
 On May 9, 2003, the Company issued 90,375 shares of common stock to various people for $75,386. The shares were valued at $2.50 per share.
 
 On December 23, 2004, all of the shareholders of the Company voted unanimously to approve a three for one forward stock split, and with this authorization the Company increased its authorized common shares to 300,000,000. As a result of this action, the total number of outstanding shares was increased from 45,126 to 135,394 (includes 16
rounding shares). All references to common stock in the financial statements have been changed to reflect the stock split.
 
 On March 29, 2006, the Company completed a private placement with a single person whereby it raised $250,000 by the sale of 2,000 units at a price of $125.00 per unit. Each unit consists of one share of common stock of the Company; one Class A warrant, exercisable from March 29, 2007 to March 29, 2012, to purchase one share of common stock
at an exercise price of $150.00 per Share; and one Class B warrant exercisable from March 29, 2008 to March 29, 2012 to purchase one share of common stock at an exercise price of $175.00 per share of common stock. The Company determined that the warrants had no value at the date of issuance.
 
 On March 23, 2007, the Company issued 5,000 shares of common stock for $300,000 to settle a loan with a shareholder. The shares were valued at $60.00 per share.
 
 On March 28, 2007, the Company completed a private placement whereby it raised $451,200 by the sale of 7,520 units at a price of $60.00 per unit. Each unit consists of one share of common stock of the Company and one-half share purchase warrant. Each full warrant is exercisable for a period of two years from March 28, 2007, and entitles
the subscriber to purchase one share of common stock at an exercise price of $75.00 per share.
 
 
  F - 16
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   10.
PREFERRED STOCK
  
 The Company has authorized a total of 20,000,000 shares of Class B preferred redeemable stock with no par value. A holder of Class B preferred has the right to one vote per share at all shareholder meetings. As of March 31, 2009, no preferred shares were issued.
 
 The holders of Class B preferred stock are entitled to receive and the Company shall pay, when declared by the board of directors, payment of dividend, fixed, non-preferential, non-cumulative dividends at the rate per share per year of 7% of the amount equal to the redemption price. The Company is under no obligation to pay dividends on
the Class B redeemable preferred stock, and the stock is redeemable at the option of the Company.
 
 In the event of any liquidation, dissolution or winding-up of the Company, the holders of outstanding shares of Class B preferred stock shall be entitled to be paid out of the assets of the Company available for distribution to shareholders, before any payment shall be made to or set aside for holders of any other stock, at an amount to
be designated by the directors plus any unpaid and accrued dividends per share.
 
  11.
STOCK OPTION PLAN
  
 The board of directors approved a stock option plan (the ‘Plan’) effective April 12, 2005, pursuant to which directors, officers, employees and consultants of the Company are eligible to receive grants of options for the Company’s common stock. The Plan expires on April 11, 2015. A maximum of 50,000 shares of common stock
have been reserved under the Plan. Each stock option entitles its holder to purchase one share of the Company’s common stock. Options may be granted for a term not exceeding 10 years from the date of grant. The Plan is administered by the board of directors.
 
 In April 2005, the Company granted 6,000 stock options to certain consultants. These options have an exercise price of $5.00 per share, which was above the market price at the time of the grant, and expire in April 2010. The options vest in installments from April 2005 to September 1, 2006.
 
 In April 2005, the Company granted 2,000 stock options with an exercise price of $5.00 and 2,000 stock options with an exercise price of $15.00 per share to its directors. The exercise price of $5.00 and $15.00 per share, were above the market price at the time of the grant. These options vest from April 2005 to January 1, 2007 and expire
in April 2010.
 
 In April 2005, the Company granted 3,800 stock options to certain consultants and geologists. These options have an exercise price of $5.00 per share, which was above the market price at the time of the grant, and expire in April 2010. The options vest from July 1, 2005 to January 1, 2007.
 
 In April 2005, the Company granted 400 stock options to a geologist. These options have an exercise price of $15.00 per share, which was above the market price at the time of the grant, and expire in April 2010. The options vest from April 2005 to January 1, 2007.
 
 In November 2006, the Company granted 2,500 stock options to a consultant. These options have an exercise price of $40.00 per share, which was below the market price at the time of the grant, and expire in November 2016. The options vest from January 2007 to January 2008.
  F - 17
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   11.      STOCK OPTION PLAN (continued)
  
 The Company had $nil stock-based compensation expense in the fiscal year ended March 31, 2009. The Company charged $16,000 to consultants’ compensation of stock-based compensation expense in the fiscal year ended March 31, 2008, by applying the fair value method in accordance with SFAS No.123(R). The compensation consists of options
vested under the Plan. The following table shows the assumptions used in determining stock-based compensation costs under the Black-Scholes option-pricing model:
 
 2009


2008Expected volatility


-



121.1% - 155.9
%Weighted average volatility


-



138.3
%Expected dividends


-



-Expected term (in years)


-



8.65Risk free rate


-



4.04% - 5.03
%Weighted average fair value of options granted

$
-


$
-
 
 A summary of the Company stock options activities is presented below:
 
 Weighted-Weighted-


Averageaverage


Remaining


Aggregateexercise


Contractual


IntrinsicOptions

Shares


price


term


ValueOutstanding at March 31, 2007


16,700


$
13.95



4.0


$
750,250Granted


-



-Exercised


-



-Forfeited or expired


-



-Outstanding at March 31, 2008


16,700


$
13.95



3.0


$
32,000Granted


-



-Exercised


-



-Forfeited or expired


-



-Outstanding at March 31, 2009


16,700


$
13.95



2.0


$
-Exercisable at March 31, 2009


16,700


$
13.95



2.0


$
-
  F - 18
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   11.      STOCK OPTION PLAN (continued)
  
 Outstanding Options
Exercisable OptionsWeightedAverage
Weighted

WeightedRange of

Remaining
Average

AverageExercise
Number
Contractual
Exercise
Number
ExercisePrices
Outstanding
Life
Price
Exercisable
Price$5.00
8,000
1.03
$  5.00
8,000
$ 5.00$15.00
6,200
1.04
15.00
6,200
15.00$40.00
2,500
7.66
40.00
2,500
40.00$13.95
16,700
2.03
$  13.95
16,700
$ 13.95
 
 The Company did not grant any options during the years ended March 31, 2009 and 2008.
 
 The Company did not have any non-vested shares outstanding as at March 31, 2009 and March 31, 2008.
 
 As of March 31, 2009, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan.
 
 The total fair value of shares vested during the years ended March 31, 2009 and 2008 was $nil and $16,000, respectively.
  F - 19
 HOMELAND PRECIOUS METALS CORP.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 (Expressed in US dollars)
 March 31, 2009
   12.
WARRANTS
  
 On March 29, 2006, the Company completed a private placement with a single person whereby it raised $250,000 by the sale of 2,000 units at a price of $125.00 per unit. Each unit consists of one share of common stock of the Company; one Class A warrant, exercisable from March 29, 2007 to March 29, 2012, to purchase one share of common stock
at an exercise price of $150.00 per share; and one Class B warrant exercisable from March 29, 2008 to March 29, 2012 to purchase one share of commons stock at an exercise price of $175.00 per share of common stock. The Company determined that the warrants had no value at the date of issuance.
 
 On March 28, 2007, the Company completed a private placement whereby it raised $451,200 by the sale of 7,520 units at a price of $60.00 per unit. Each unit consisted of one share of common stock of the Company and one-half share purchase warrant for a total of 3,760 full warrants. Each full warrant was exercisable for a period of two years
from March 28, 2007, and entitled the subscriber to purchase one share of common stock at an exercise price of $75.00 per share. The 3,760 warrants expired on March 27, 2009.
 
 As of March 31, 2009, the following share purchase warrants were outstanding:
 
 Number of
ExerciseName
Warrants
Price

DescriptionClass A warrants
2,000
$ 150.00

Exercisable from March 29, 2007 until March 29, 2012. Each warrant allows the holder to purchase one share of common stock.Class B warrants
2,000
$ 175.00

Exercisable from March 29, 2008 until March 29, 2012. Each warrant allows the holder to purchase one share of common stock
 
  13. SUBSEQUENT EVENTS
  
 In June 2009, the Company completed the consolidation (reverse split) of the Company’s outstanding shares of common stock on a 100-for-1 basis.  As a result of this action, the total number of shares outstanding was decreased from 14,989,800 to 149,914.  All references to common stock in the financial statements
have been changed to reflect the reverse split.





F - 20


ITEM 18.                      FINANCIAL STATEMENTS





Not applicable. Financial statements are provided under Item 17.





ITEM 19.                      EXHIBITS





A.           Financial Statements of Registrant.





The following financial statements, together with the reports of our independent accountants, are filed as part of this annual report.





B.           Exhibits.





The following exhibits are filed with this report





Exhibit No.
Document Description11.1
Code of Ethics12.1
Certification of the chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1
Certification by the 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 2002.15.1
Consent of Robison, Hill & Co., Certified Public Accountants





- 48 -


SIGNATURES





Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on the Form 20-F and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 22 day of September, 2009.





HOMELAND PRECIOUS METALS CORP.(Registrant)BY:
__/s/ Bruce E. Johnstone________________________________________Bruce E. JohnstonePresident, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, and Treasurer








Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following people on behalf of the Registrant and in the capacities.





Signature
Title
Date__/s/ Bruce E. Johnstone_________________________
President, Principal Accounting Officer,
September 22, 2009Bruce E. Johnstone
Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director__/s/ David Mallo_________________________
Director
September 22, 2009David Mallo








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EXHIBIT INDEX








Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
F-1
5/07/04
3.14.1
Stock Certificate.
F-1
5/07/04
4.13.2
Amended Articles of Incorporation.
F-1 POS AM
3/29/05
3.210.1
2005 Stock Option Plan.
S-8
4/12/05
10.110.2
2004 Option Agreement for the Bell Flat and Montgomery Pass properties.
20-F
7/22/08
10.210.3
2007 Amended Option Agreement for the Bell Flat and Montgomery Pass properties.
20-F
7/22/08
10.310.4
2007 Lease Agreement for the Water Canyon property.
20-F
7/22/08
10.411.1
Code of Ethics.
20-F
9/28/05
11.112.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X13.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



X15.1
Consent of Robison, Hill & Co., Certified Public Accountants.



X