SECURITIES AND EXCHANGE COMMISSIONWASHINGTON D.C. 20549FORM 20-FHOMELAND PRECIOUS METALS CORP.FILE NO. 000-51537

[  ]
     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OFTHE SECURITIES EXCHANGE ACT OF 1934OR[X]
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934, for the fiscal year ended:March 31, 2008OR[   ]
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934, for the transition period fromOR[   ]
     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1932Date of event requiring this shell company reportFor the transition period from ______________ to _______________


HOMELAND PRECIOUS METALS CORP.(Exact name of registrant as specific in its charter)

Province of British Columbia, Canada(Jurisdiction of incorporation or organization)

1489 Marine Drive, Suite 136West Vancouver, British ColumbiaCanada V7T 1B8(Address of principal executive offices, including Postal Code)

Registrant's area code and telephone number:             
Name of each exchange on which registered:
     (604) 922-6663 
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, 2008 is14,989,800

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

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 [X] No

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

Indicate by check mark whether the registrant is a large accelerated filer, 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     [X] No

(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 62.

****

****

****

****

-2-

---

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 today, we have active resource exploration programs on two properties in the Walker Lane Trend of western Nevada, and one in the Battle Mountain-Eureka Trend in northeast Nevada.

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.

ITEM 1.
     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORSA.
     Directors and Senior ManagementBruce E. Johnstone
     President, Chief Executive Officer,1489 Marine Drive
     Secretary, Treasurer, Chief FinancialSuite 136
     Officer, Principal Accounting Officer andWest Vancouver, British Columbia
     and DirectorCanada V7T 1B8David Mallo
     Director1489 Marine DriveSuite 136West Vancouver, British ColumbiaCanada V7T 1B8George Eliopulos
     Director1489 Marine DriveSuite 136West Vancouver, British ColumbiaCanada V7T 1B8




-3-

---

B.
     AdvisersAdvisory BoardDoug Turnbull
     Exploration Technical Advisory1489 Marine DriveSuite 136West Vancouver, British ColumbiaCanada V7T 1B8Ian E. Marshall
     Industry Legal Advisor1489 Marine DriveSuite 136West Vancouver, British ColumbiaCanada V7T 1B8Gerry Humphries
     Business Advisor1489 Marine DriveSuite 136West Vancouver, British ColumbiaCanada V7T 1B8The legal advisor in relation to this reportConrad C. LysiakAttorney at Law601 West First Avenue, Suite 503Spokane, Washington 99201C.
     AuditorsOur auditors are:Robinson, Hill & Co.Certified Public Accountants1366 Murray-Holladay RoadSalt Lake City, Utah 84117


ITEM 2.      OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable







-4-

---

ITEM 3.     KEY INFORMATIONA.     Selected Financial DataSelected Consolidated Financial Data

The selected historical data presented below has been derived from our financial statements. The financial statements for the period April 1, 2006 to March 31, 2008 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 year ends ending March 31, 2007 and 2008:

For the year ended
     
     For the year endedMarch 31, 2008
     
     March 31, 2007PER U.S. GAAPRevenues
     $
     0
     $
     0Net Loss
     $
     552,710
     $
     769,829Loss per share
     $
     .04
     $
     .06


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

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.





-5-

---

Rate at Fiscal
     PeriodPeriod
     Year End
     Average
     Period High
     Period LowApril 1, 2007 - March 31, 2008
     1.029
     0.9708
     1.1038
     0.8621April 1, 2006 - March 31, 2007
     0.8655
     .8789
     .9148
     .8420Rate at Fiscal
     PeriodLast Eight Fiscal Quarters
     Quarter End
     Average
     Period High
     Period LowJanuary 1, 2007 - March 31, 2008
     .9783
     .9477
     1.1038
     .8420October 1, 2007 - December 31,
     1.0194
     1.0211
     1.1038
     .97562007July 1, 2007 - September 30, 2007
     1.0081
     .9558
     1.0084
     .9199April 1, 2007 - June 30, 2007
     .9443
     .9100
     .9557
     .8621January 1, 2007 - March 31, 2007
     .8655
     .8537
     .8694
     .8420October 1, 2006 - December 31,
     .8581
     .8787
     .8969
     .85682006July 1, 2006 - September 30, 2006
     .8979
     .8924
     .9064
     .8726April 1, 2006 - June 30, 2006
     .8931
     .8906
     .9148
     .8493Rate at
     PeriodMost Recent 6 Monthly Periods
     Month End
     Average
     Period High
     Period LowMay 2008
     1.0082
     .9990
     1.0180
     .9761April 2008
     .9871
     .9865
     1.0010
     .9683March 2008
     .9783
     1.0000
     1.0265
     .9698February 2008
     1.0202
     .9977
     1.0245
     .9804January 2008
     1.0034
     .9899
     1.0240
     .9634December 2007
     1.0194
     .9993
     1.0247
     .9756














-6-

---

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, 2008:

MONTH
     HIGH
     LOWApril 2007
     .8984
     .8621May 2007
     1.0180
     .9761June 2007
     .9557
     .9294July 2007
     .9669
     .9344August 2007
     .9556
     .9199September 2007
     1.0084
     .9437October 2007
     1.0510
     .9982November 2007
     1.1038
     .9997December 2007
     1.0247
     .9756January 2008
     1.0240
     .9634February 2008
     1.0245
     .9804March 2008
     1.0265
     .9698


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, 2008 and March 31, 2007:

Indebtedness
     
     March 31, 2008
     
     
     March 31, 2007Guaranteed
     $
     0
     
     $
     0Unguaranteed
     $
     0
     
     $
     0Secured
     $
     0
     
     $
     0Unsecured:
     $
     12,531
     
     $
     27,473Arms length third parties
     $
     0
     
     $
     0Related parties
     $
     4,005
     
     $
     4,205Total indebtedness
     $
     12,531
     
     $
     27,473Share Capital
     $
     1,077,726
     
     $
     1,077,726Additional Paid in Capital
     $
     1,650,000
     
     $
     1,626,000Accumulated Deficit
     $
     (2,708,358
     )
     $
     (2,155,648
     )Total capitalization
     $
     19,368
     
     $
     583,551




-7-

---

C.     Reason for the Offer and Use of Proceeds

Not applicable

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$20,000.00 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$26,019.27 and CDN$40.76 in cash as of March 31, 2008. 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 three years of operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $2,708,358. 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.



-8-

---

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 officer and directors 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 officers and directors 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 director 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 apro-ratashare 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.







-10-

---

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.

We are engaged in the acquisition and exploration of mining properties. Our Registered Office and Corporate Office in British Columbia is located at 1489 Marine Drive, Suite 136, West Vancouver, British Columbia, Canada V7T 1B8. This is by way of an office sharing arrangement being provided as an accommodation to us free of charge by one of our directors where we can receive mail and perform other minimal corporate functions. Our U.S. office is located at 336  36thStreet, Suite 334, Bellingham, WA, 98225, and is also 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 (604) 922-6663.

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.





-11-

---

On May 9, 2004 we completed our first private placement whereby we raised US$75,000 and Cdn$2,000.10 by the sale of 4,512,600 shares at a price of US$0.025, or Cdn$0.04, 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 4, 512,600 to 13,537,800. This effectively lowered the price paid for each share in this private placement to a cost of US$0.0083, or Cdn$0.0133 per share.

On February 26, 2006, we completed a private placement whereby we raised US$250,000.00 by the sale of 200,000 Units at a price of US$1.25 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$1.50 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$1.75 per Share.

On March 30, 2007, we completed a private placement whereby we raised US$451,200 by the sale of 752,000 Units at a price of US$0.60 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$0.75 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 11thof 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 20th, 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.                                                                          
| |   
| |    | b.                                                                          
| |   

-12-

---

| | 3. | on or before April 30, 2007:
| | -- | ----------------------------
| |   
| |    | a.                          
| |   
| |    | b.                          
| |   
| | 4. | on or before April 30, 2008:
| |   
| |    | a.                          
| |   
| |    | b.                          
| |   
| | 5. | on or before April 30, 2009:
| |   
| |    | a.                          
| |   
| |    | b.                          
| |   
| | 6. | on or before April 30, 2010:
| |   
| |    | a.                          
| |   
| |    | b.                          
| |   

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 ($2,700,000.00) in accordance with the following schedule:

|Due Date                                         | Expenditure Amount         
|------------------------------------------------ | ---------------------------
|                                                
|On or before one year from the Effective Date    | $150,000.00                
|On or before two years from the Effective Date   | An additional $300,000.00  
|On or before three years from the Effective Date | An additional $500,000.00  
|On or before four years from the Effective Date  | An additional $750,000.00  
|On or before five years from the Effective Date  | An additional $1,000,000.00

As of March 31, 2008, expenditures in the amount of $340,636 had been paid.

HEIs obligation to make One Hundred Fifty Thousand Dollars ($150,000.00) 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.

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.







-14-

---

PropertiesBell Flat Property

The Bell Flat Project is located in Churchill County, Nevada, approximately 110 miles east of Reno and 10 miles north of Gabbs at an elevation of 5250 to 5650 feet. The property encompasses gently rolling to flat topography covered by sagebrush, and the climate is temperate, with minor snow cover from December to March. Also an ideal location for exploration work, the property is easily accessed via a gravel road from Nevada highway #361. Old mining activity is present on the property, indicated by a single shaft of indeterminate depth (less than 150 feet), and by numerous shallow pits and trenches.



Recent exploration efforts may have been initiated as early as 1983. The earliest available exploration records for the area occurred in 1992 when geologic mapping, geochemical sampling, a geophysical survey and drilling were undertaken by a major exploration company. The mapping, geophysics and sampling identified at least two separate precious metal targets, one on the north end and one on the south end of the property.

The drilling program tested the northern target with mixed results, and the southern anomaly has yet to be drilled. The best drill holes encountered 7 meters of 60 g/t silver in one hole and 3 meters of 0.36 g/t gold in another. The best gold values in drilling were obtained from a previously undetected alteration system within volcanic rock similar to the nearby Paradise Peak (1.6M oz.) gold deposit. This system will be re-examined through a re-evaluation of the existing geophysical survey and detailed mapping of the area.



-15-

---

Although the south end of the property remains untested by drilling, values of 3 to 5 g/t over 3 meter widths have been obtained from surface channel samples of a trench. Mineralization in this area occurs within a limestone unit of the Luning Formation. This is significant because the nearby Santa Fe gold deposit is a model for this type of mineralization.

In May of 2005 we implemented an exploration program which consisted of rock sampling and geological mapping. Rock sampling is the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined grid laid out on the property. Geological mapping is a process of analyzing the geological structures visible on the surface of the ground and also that which might be visible in existing underground adits.

Along with rock sampling and geological mapping, we hired the services of Fritz Geophysics, a firm specializing in geo-technical evaluation and interpretation of geophysical information. This is information that is collected by electronic means using sophisticated devices that measure changes in the Earth's magnetic fields and which can also include measurements of the Earth's resistance to conduct electricity. In the case of our Bell Flat property, we had an IP-Resistivity survey from a previous operator. We were not satisfied with the information that accompanied the survey, so we contracted Fritz Geophysics to re-interpret what the IP-Resisitivity survey showed. After his analysis was complete, he indicated that the few holes that were drilled on the Bell Flat property by previous operators did not correspond with the data provided by the IP-Resistivity survey, and that the survey showed encouraging results that warranted further exploration. See "Bell Flat IP Survey Interpretation" below.

In September of 2005, we increased the land area of the Bell Flat property to 400 acres with the filing of 18 additional claims with the Nevada Bureau of Land Management. With permitting for a drill program already approved, an auger drill program was initiated where approximately 400 shallow depth holes were drilled on a 100 foot grid spacing over the entire Bell Flat property. Auger drilling is a process of drilling four inch diameter holes with an auger bit mounted on the back of an articulated drilling rig. This drilling provides holes that range in depth from a few feet up to a maximum of eighteen feet. The samples collected from this kind of drilling when assayed, measures the mineral content in the overburden rock. When the assay figures from each hole is plotted on the grid, and then compared with the IP-Resistivity survey, it gives us a better understanding as to where the mineral rich areas are on the property. 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. 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). Further exploration is planned for Bell Flat.







-16-

---



-17-

---

Montgomery Pass Panorama Property

The Montgomery Pass Panorama Project is located in Mineral County, Nevada, approximately 150 miles South of Reno, and 60 miles west of Tonopah. At an elevation ranging from 5200 to 7900 feet, the property sits amongst gently rolling to steeply inclined hills that are covered with sagebrush and Pinion pines. The climate is temperate with moderate snow cover from December to March. An ideal location for exploration work, the property is accessed from U.S. Highway #6, and has multiple access points from gravel roads created by past activity in the area.



The earliest known mining activity in the area was conducted as early as 1863 when gold-silver-lead mineralization was discovered in the Breccia area. Production of precious metals occurred from 1910 to 1913 when silver ore was shipped to the Tonopah smelter, and again from 1931 to 1933 in the Hound Dog and VOL areas when high-grade gold ore was exploited from underground workings totaling no more that 400 feet in each area. Mercury, a leading indicator of gold, was produced in small amounts from the Pan target area, and silver, gold, tungsten, and copper are present throughout the rest of the claims.

Recent exploration efforts were initiated by major mining companies in 1979. To date, they have spent a combined total of over $1,750,000 to identify at least seven targets in diverse settings within the property boundaries. The seven mineralized areas are identified as Pan, VOL, Breccia, Contact, Magnetite, Panorama and Hound Dog zones. Previous drilling on the VOL zone intersected 38 meters grading 1.45 g/t gold starting at surface, and drilling at the Hound Dog zone encountered multiple intercepts, the most significant of which being 3 meters of 9.7 g/t gold. Hound Dog is of particular interest because its geology and geochemistry are similar to that of the Paradise Peak Mine, a producer of 1.6 million ounces of gold.



-18-

---

Compilation of all available data was completed in early 2000, and the analysis defined at least three separate mineralizing events. A gold rich zone containing little or no trace elements or silver is found associated with quartz-calcite veining on the northern part of the property in the VOL and Pan areas; a second mineralizing event includes a high silver to gold ratio with significant trace elements, and which defines the Hound Dog and Breccia zones; the third mineralizing event contains gold with bismuth, magnetite, copper and tellurium found present and which typifies the Magnetite and Contact zones, neither of which have been drilled to date.

While work was proceeding on Bell Flat, permitting was ongoing for the Montgomery Pass property. As this property is located within the boundaries of a National Forest, the requirements of the permitting process were more involved. But in December of 2005, final approval was received for the reverse circulation drill program at Montgomery Pass. Reverse circulation drilling is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core sampling would follow this stage. Core sampling is the process of drilling holes to a depth of up to 1,400 feet in order to extract samples of earth. Our geologists have determined where drilling will occur on the property, and on April 30th, 2006 road construction in preparation for the drill program began. Drilling began at Montgomery Pass the week of July 7th, 2006, but steep terrain and problems with support equipment caused delays after initial work began. After repairs taking several weeks were completed, work resumed and continued into the fall.



Photo of road building work at Montgomery Pass Property,June 2006





-19-

---



Photo of reverse circulation drill rig working at Montgomery Pass Property, July 2006

Drilling on the Montgomery Pass project was suspended in late fall, 2006 with only a small percentage of the planned holes being drilled. Disappointed with the performance of the drilling contractor, we decided to put off any further drilling until a suitable drilling contractor and drill rig could be contracted. The remaining holes yet to be drilled are fully permitted, and will be drilled in the fall of 2007 pending the availability of drilling contractors and equipment.

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, the veining appears to be composed of several parallel banded quartz calcite veins scattered across a width of 150 feet and traceable on surface for over 4000 feet. Previous drilling was carried out by Primero in 1997 when three holes were drilled. The best of the three holes, Hole 97-4, intersected the vein or veins from surface to 115 feet. The entire interval averaged about 1.48 g/t gold and 15 g/t silver.

Homeland's 2007 drill program 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.





-20-

---

Hole 0703 was drilled approximately 100 feet to the east from hole 0702 and angled at -60 degrees at a bearing of due 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.



Location of Homeland drill holes, Montgomery Pass project.













-21-

---



Location of QC Target drill holes on the Montgomery Pass project.



Drill rig working on the QC Target of the Montgomery Pass project, Fall 2007.





-22-

---

During April and May of 2008, a program of reclamation was initiated on the Montgomery Pass property to restore the areas worked on during the drill programs to their original state, as mandated by the U.S. Forest Service. The work was completed at the end of May, and we must wait until the end of August, 2008, for an inspection by the Forest Service. At that time, if they are satisfied with the state of the land, they will release the US$5,000.00 bond (which has been collecting interest while filed) that we deposited with them, prior to the work programs beginning.

Water Canyon Property

On August 4th, 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. The adjacent Mule Canyon Complex produced approx 0.5 million ounces of gold from six open pits over a 7-year period.



According to the Nevada Bureau of Mines and Geology support text document for its Map 144, "Geologic Map Of The Mule Canyon Quadrangle", the Mule Canyon area revealed epithermal gold-silver ore as early as 1986 when Gold Fields Mining Corp. began exploration drilling. Subsequent exploration by other companies through until 1996 outlined a north-northwest elongated zone of about 2.5 km in length and 0.6 km wide. The combined ore bodies contained about 9 million tons of ore at an average grade of 0.111 oz Au/ton (1 million oz Au), and other drilled resources west and southwest of the economic ore bodies increased the total Au resources in the area to about 1.3 million oz. gold.

-23-

---

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.



Water Canyon groundmagetics survey.









-24-

---



Water Canyon Gradient Array IP survey.

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.













-25-

---



Map showing the location of the 2007 drill holes (blue) at the Water Canyon property, Lander County, Nevada.









-26-

---



Drill crew and rig working on the first of eight holes, Water Canyon property.



Drill hole quality assurance sample from the first Water Canyon hole.





-27-

---

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.

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 our properties. Mr. Johnstone will handle our administrative duties, and Mr. Eliopulos will be responsible for the work programs in Nevada. As a resident of Nevada, Mr. Eliopulos has long standing relationships with the various consulting geologists and equipment contractors in Nevada, and his many years of experience in the area of exploration will ensure that the right sub-contractors are hired for each stage of exploration. 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. Currently, we have contracted one geologist in Nevada on a consulting bases, and he will work closely with Mr. Eliopulos on an as needed bases to help oversee our exploration projects.







-28-

---

Employees and Employment Agreements

At present, we have no employees, other than our management team which consists of our three member Board of 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 officer and directors 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 officer and directors other than the following option plan. On April 8th, 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, but do have an option to earn a 100% interest in two Nevada exploration properties by fulfilling expenditures on these properties in accordance with the Option Agreement with Desert Pacific Explorations, Inc. We also have a lease agreement with Newmont Mining Corporation for one property located in the Battle Mountain area of Nevada.

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 registration statement. 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 has an Option Agreement with Desert Pacific Explorations, Inc. for two gold exploration properties in Nevada, and a property lease agreement with Newmont Mining Corporation for one gold exploration property in Nevada. We do not have any interests in any ore bodies, and have not yet generated or realized any revenues from our business operations.





-29-

---

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, 2008, we had US$26,019.27 and CDN$40.76 in cash. On April 28, 2008, our officer and director, Bruce Johnstone, made a loan to the company of US$10,000.00. 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, because we do not know what we will find. 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. Our initial exploration proved up positive results, so we expanded the exploration activities to include reverse circulation drilling, or rotary drilling as it is sometimes called. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core drilling would follow at some later date.

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.

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 officer and directors are unwilling to make any commitment to loan us any significant amounts of money at this time. 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. 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.





-30-

---

Our exploration program is explained in as much detail as possible in the business section of this annual filing. 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 would be conducted on our properties 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 the information derived from the exploration and excavation and contracted engineers will advise us on the economic feasibility of removing the mineralized material.

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 suspend drilling operations on these two properties until further mapping and geotechnical work is done. At this time plans for this work is under consideration, but we are also evaluating whether the cost for this work is justified. If it is decided that it is not, then the option agreement on these properties will be terminated. This decision should be made before the end of July. At Water Canyon, the first part of the Phase l drill program was completed in November, 2007, with encouraging results. We are currently evaluating plans for the next stage of work on this project.

As of March 31, 2008, we have determined an operations budget for the 2008-2009 fiscal year. These figures have been estimated based on past experience by our geologists, but the actual amounts that we spend may vary because exploration in Nevada is extremely active at this point in time, and costs may fluctuate depending on supply and demand for equipment and man power. The budget is estimated as follows:

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
     $
     1,5003.
     Field Work:
     $Property Reclamation
     $
     4,000Field Supplies
     $
     2,0004.
     Travel Expenses (Vehicle mileage, field motels, meals)
     $
     2,0006.
     Audit and Legal Fees
     $
     12,0007.
     SEC Filing Fees
     $
     3,000Total Budget:
     $
     29,500






-31-

---

Bell Flat Property

No work was performed over the last year on the Bell Flat property, as resources were focused on drilling programs for our other two properties. 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). As a result of this exploration work, it has been determined that additional drilling is warranted, but there are no plans for a follow up drill program at this time, in order to devote our resources to our other properties.

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 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.

The cost of the 2007-2008 drill program for Montgomery Pass amounted to US$81,664.54. This total was for road building, crew accommodation, drilling contractor, field manager and assay analysis.





-32-

---

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 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.

Favorable results from the 2007 drill program supports the expansion of the drill program to other targets on the property. The cost of the 2007 drill program, including assaying, field management and reclamation bond was US$216,737.54.







-33-

---

Operating History

We now have three 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 have secured, 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 now have two veteran geologists 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     
| |  

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.

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 US877,726 of which $701,200 was raised through four private placements. On March 15, 2005 we obtained a loan of US$100,000 from a minority shareholder, and on March 23, 2007, this loan was expunged by issuing 500,000 shares of common stock to the lender as per the terms of the loan.

On April 20th, 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.



-34-

---

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 reinterpretation 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.

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 portioin 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 200,000 Units at a price of US$1.25
per Unit. Each Unit consists of (a) one share of common stock (the Shares) of the Company, a
British Columbia corporation, (b) one Class A warrant (the Class A Warrant), exercisable
beginning twelve (12) months from the Closing (as

-35-

---

defined below) for five years thereafter, to purchase one Share at an exercise price of US$1.50 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$1.75 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 500,000 restricted common shares.

On March 30, 2007, we completed a private placement whereby we raised US$451,200 by the sale of 752,000 Units at a price of US$0.60 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$0.75 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.

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.

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 13,537,800 shares of common stock in 2003 in consideration of US$75,000.00 and CDN$2,000.00. The foregoing 13,537,800 shares reflects a 3 for 1 stock split which occurred on February 3, 2005.



-36-

---

On March 29, 2006, we issued an additional 200,000 shares as part of a private placement which raised $250,000 for our company.

On March 23, 2007, we issued an additional 500,000 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 752,000 shares as part of a private placement which raised $451,200 for our company.

In the fiscal periods ending March 31, 2008 and March 31, 2007, we used cash for operational activities in the amounts of US$531,586 and US$164,152 respectively.

As of March 31, 2008, our total assets were US$26,019.27 and CDN$40.76 in cash and $90.00 in prepaid expenses and our total liabilities were $12,531 which consisted of accounts payable, and funds set aside for the estimated remediation of the two properties when the exploration programs are completed. 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$10,000.00 for working capital.

ITEM 6.     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management

Our officers and directors are as follows:

Name
     Age
     PositionBruce Johnstone
     52
     President, Chief Executive Officer,Secretary, Treasurer, PrincipalFinancial Officer and DirectorGeorge Eliopulos
     58
     DirectorDavid Mallo
     48
     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.





-37-

---

George Eliopulos, B.S., M.S.,  Director

Mr. Eliopulos was elected to the Board on April 11th, 2005, and is a professional geologist with 30 years of experience in base metal and precious metal exploration and project management. A graduate of the Colorado School of Mines with a degree in
geological engineering, George also earned a masters degree in geological engineering from the University of Arizona before embarking on his career as an exploration geologist.

George began his career with a position at Homestake Mining Co. Here he was responsible for development drilling and exploration drilling at the Homestake Gold
Mine, the oldest, largest and deepest mine in the Western Hemisphere. It reached more than 8000 feet below the town of Lead, South Dakota, and produced about 350,000 ounces of gold a year before closing in 2001. George then worked at Texasgulf, Inc.
as a geologist and participated in the early exploration of the Cripple Creek gold district in Colorado before moving on to a position with Tenneco Minerals Corporation. At Tenneco he was responsible for the supervision of programs leading to the
development of the Illipah gold mine in White Pine County, Nevada, the Borealis gold mine in Mineral County, Nevada, and the Manhattan gold mine in Nye County, Nevada. Subsequent to this, George was senior geologist at J. Prochnau & Co. and then
Rio Algom Exploration, Inc. In 1994, George acted as consulting geologist for Barrick Bullfrog, Inc., where he was responsible for deep exploration drilling beneath the Bullfrog gold mine, the second largest underground gold mine in the United
States in 1996 and which produced over 3.5 million ounces of gold.

Since 1990, George has consulted for numerous mining and exploration companies and has managed over 50 mining properties located in Nevada, Utah, California and
Montana.

David Mallo, B.Sc (Spec.)  Director

Mr. Mallo was also elected to the board on April 11th, 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, David 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.

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

In addition, David 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.

David 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.

-38-

---

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.

Ian E. Marshall, B.A., LL.B  Legal Advisor

Mr. Ian Marshall is an international business consultant with more than 28 years of legal and corporate experience in the mining industry. A graduate of
Carleton University with majors in Economics and Political Science, Mr. Marshall earned a law degree from Queens University in Kingston, Ontario, and was called to the bar in 1971.

In 1976, after leaving a position with the British Columbia Hydro & Power Authority where he worked on large construction contracts, Mr. Marshall joined the
legal department of Placer Development Limited (PDL). Here he participated in the negotiation and drafting of numerous Canadian exploration agreements. Mr. Marshall was appointed Counsel at PDL in 1980, and over the next seven years
worked on various underwritings and participated in the negotiation and drafting of exploration agreements or concessions in Indonesia, Thailand, Saudi Arabia, Guyana and Tanzania.

In 1987, Mr. Marshall filled the primary in-house legal role in the amalgamations of Placer Development Limited, Campbell Red Lake Mines Limited and Dome Mines
Limited to form Placer Dome Inc. (PDI), one of the largest gold producers in the world today. Subsequent to this he played a major role in negotiating the auction and sale of PDIs Canadian and U.S. oil and gas subsidiaries forCDN$600 million, and directed all legal work for PDIs first bond issue ofUS$200 million. In 1995, Mr. Marshall was appointed Associate General Counsel and Assistant Secretary for the company. Along
with his other duties, Mr. Marshall co-authoredPlacer Dome Inc.s Code of Business Conductand
directed all legal work for both the due diligence and theUS$235 million acquisition of 50% of Western
Areas South Deep Mine near Johannesburg, South Africa.

During his career, Mr. Marshall has served as the Vice-Chair of the Environmental Law Section of the B.C. Branch of the Canadian Bar Association
(BCCBA), the Chair of the Corporate Counsel Section of the BCCBA, the Chair of the Constitutional and International Law Section of the BCCBA, and was commissioned by the U.K. based International Institute for Environment and

-39-

---

Development to write a major paper entitledA Survey of Corruption Issues in the Mining and Mineral Sector. Mr. Marshall also served on the Board of Transparency International Canada for seven years and is currently a member of their Corporate Governance and Nominating Committee. In 2003, he was invited to address the Prospectors & Developers Association of Canadas International Convention in Toronto on the subject of international investment risk.

Currently an independent international business consultant, Mr. Marshall has advised both senior and junior mining companies, as well as engineering and environmental services firms.

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

M Gerry 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.

Gerry 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 Gerry 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.

The millennium change saw Gerry 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 Gerry 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.





-40-

---

B.     CompensationCompensation 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 from April 1, 2004 through March 31, 2008 to each of our officers and directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted.

Summary Compensation Table(a)
     (b)
     (c)
     (d)
     (e)
     (f)
     (g)
     (h)
     (i)
     (j)Non-Equity
     Non-Incentive
     qualified
     AllPlan
     Deferred
     OtherStock
     Option
     Compen
     Compen
     CompenName and Principal
     
     Salary
     Bonus
     Awards
     Awards
     sation
     sation
     sation
     TotalsPosition
     Year
     ($)*
     ($)
     ($)
     ($)
     ($)
     ($)
     ($)
     ($)Bruce Johnstone,
     2008
     0
     0
     0
     0
     0
     0
     0
     0President, CEO,
     2007
     0
     0
     0
     0
     0
     0
     0
     0CFO & Director
     2006
     0
     0
     0
     $200,000
     0
     0
     0
     $200,000


We do not anticipate paying any salaries in 2008.

Director CompensationChange inPensionFees
     
     
     
     Value andEarned
     
     
     Non-Equity
     Nonqualified
     Allor
     
     
     Incentive
     Deferred
     OtherPaid in
     Stock
     Option
     Plan
     Compensation
     Compen-Cash
     Awards
     Awards
     Compensation
     Earnings
     sation
     TotalName
     ($)
     ($)
     ($)
     ($)
     ($)
     ($)
     ($)(a)
     (b)
     (c)
     (d)
     (e)
     (f)
     (g)
     (h)George, Eliopulos
     0
     0
     0
     0
     0
     0
     0David Mallo
     0
     0
     0
     0
     0
     0
     0








-41-

---

Options & SARs Granted to Named Executive Officers

The following tables outline the Options or SARs that have been granted to our executive officer and directors for the last fiscal year ending March 31, 2008.

OPTION/SAR GRANTS(Individual Grants)Individual GrantsPercent OfTotalOptions/SARsNumber Of
     Granted ToSecurities
     Employees In
     ExerciseUnderlying
     Fiscal Year
     or Base
     
     Grant DateOptions/SARs
     Ended March
     Price
     Expiration
     PresentName
     Granted (#)
     31, 2006
     ($/Sh)
     Date
     ValueBruce Johnstone
     0
     0George Eliopulos
     0
     0David Mallo
     0
     0


AGGREGATE OPTION/SAR EXERCISESAND FISCAL YEAR END OPTIONS/SAR VALUESNumber 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
     --
     --
     200,000
     $
     18,000George Eliopulos
     --
     --
     100,000
     $
     9,000David Mallo
     --
     --
     100,000
     $
     9,000


|(1) | 400,000 options were exercisable at the fiscal year end of March 31, 2008            
|--- | -------------------------------------------------------------------------------------
|   
|(2) | Based on the closing price for our common stock on March 31, 2007 of $0.09 per share.
|   







-42-

---

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 5,000,000 shares. As of March 31, 2008, 1,670,000 options to purchase shares have been granted leaving 3,330,000 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,
     
     outstanding options,
     compensation plans (excludingwarrants and rights
     
     warrants and rights
     securities reflected in columnPlan category
     (a)
     
     (b)
     (a) (c)Equity compensation
     1,670,000
     $
     0.14
     3,330,000plan approved bysecurity holders


Stock Option Plans and Long-Term Incentive Plan Awards

On April 8th, 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, 2008, 1,670,000 options have been 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

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 since our inception on April 28, 2003 through our accounting year ended March 31, 2008.

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 officer and directors. Our officer and directors are part-time management and will devote 10% to 40% of their time or 4 to 18 hours per week to our operation. Our officer and directors do not have any employment agreements with us. We



-43-

---

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 officer and directors, but our officer and directors are eligible for compensation via our registered Incentive Stock Option Plan.

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
     3,992,997
     President, CEO, Secretary,
     26.64%1489 Marine Drive
     
     Treasurer, CFO & DirectorWest Vancouver, B.C.,Canada V7T 1B8George Eliopulos
     100,000
     Director
     Less than 1%1489 Marine DriveWest Vancouver, B.C.,Canada V7T 1B8David Mallo
     100,000
     Director
     Less than 1%1489 Marine DriveWest Vancouver, B.C.,Canada V7T 1B8ALL OFFICERS AND
     4,192,997
     
     27.97%DIRECTORS AS A GROUP(3 Persons)


We have issued 1,670,000 options to purchase shares of our common stock since the implementation of our 2005 Equity Compensation Plan.

The shares were not issued to our officer and directors 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.







-44-

---

Dividends

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

ITEM 8.     FINANCIAL INFORMATIONA.     Statements and Other InformationSee 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 British Columbia 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." 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 June 30, 2008.

The shares were split 3:1 effective February 3, 2005, and the figures following are adjusted for that split.









-45-

---

Quarter endedHigh Bid
     
     Low Bid2007March 31
     $
     0.60
     $
     0.55June 30
     $
     0.31
     $
     0.25September 30
     $
     0.26
     $
     0.21December 31
     $
     0.11
     $
     0.102008March 31
     $
     0.10
     $
     0.09June 30
     $
     0.04
     $
     0.03


We have issued 1,670,000 options and 776,000 warrants convertible into common equity.

Section 15(g) of the Exchange Act

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our 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). While Section 15g and Rules 15g-1 through 15g-6 apply to broker/dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. The application of the penny stock rules may affect your ability to resell your shares.



-46-

---

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 National Association of Securities Dealers, Inc. under the symbol "HPMEF."

D.     Holders

As of June 9, 2008, we had 38 holders of record of our common shares.

E.     Selling Shareholders

Not applicable

F.     Dilution

Not applicable

G.     Expenses of the Issue

Not applicable

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.                                                                    
| |  





-47-

---

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 British Columbia 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.

Anti-takeover provisions

There are no British Columbia 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

We file reports with the SEC under section 13 of the Securities Act. The reports are filed electronically. 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.



-48-

---

Stock transfer agent

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

U.S. Eligibility for Future Sales

We have 14,989,800 shares of common stock outstanding. Only 13,537,800 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 this prospectus a number of shares that does not exceed the greater of:

| | * | 1% of our common shares then outstanding, which will be approximately 149,898 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.
| |  

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.









-49-

---

B.     Memorandum and Articles of Incorporation

We have no bylaws. Under British Columbia 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.

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.



-50-

---

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 nonresident 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.

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 morestringent 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.





-51-

---

E.     TaxationCanadian 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 theTax 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.

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 theTax 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 theTax 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.





-52-

---

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 the 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.

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.







-53-

---

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 the 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 67thPlace, 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.

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

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., 1489 Marine Drive, Suite 136, West Vancouver, B.C. V7V 1B8. Our telephone number is (604) 922-6663.

I.     Subsidiary Information

Not applicable





-54-

---

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

PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

No Disclosure Necessary

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

No Disclosure Necessary

ITEM 15.    CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, under the supervision and with the participation of our management, including our Principle Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our president concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.



-55-

---

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management conducted an evaluation of the design and operation of the Companys internal control over financial reporting as of March 31, 2008, based on the criteria set forth in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Companys internal control over financial reporting was effective as of March 31, 2008 and no material weaknesses were discovered.

Limitations of Controls and Procedures

The Companys management, including the Principal Executive Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, 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, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems 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. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

There was no significant change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.

Attestation Report of Registered Public Accounting Firm

This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.





-56-

---

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:

| | 2008 | $ | 12,000 | Robison, Hill & Co., Certified Public Accountants
| | ---- | - | ------ | -------------------------------------------------
| | 2007 | $ | 10,400 | 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:

| | 2008 | $ | 0 | Robison, Hill & Co., Certified Public Accountants
| | ---- | - | - | -------------------------------------------------
| | 2007 | $ | 0 | Robison, Hill & Co., Certified Public Accountants

(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:

| | 2008 | $ | 0 | Robison, Hill & Co., Certified Public Accountants
| | ---- | - | - | -------------------------------------------------
| | 2007 | $ | 0 | Robison, Hill & Co., Certified Public Accountants





-57-

---

(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:

| | 2008 | $ | 0 | Robison, Hill & Co., Certified Public Accountants
| | ---- | - | - | -------------------------------------------------
| | 2007 | $ | 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



















-58-

---

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, 2008 and March 31, 2007, immediately follow:



CONTENTSPageReport of Independent Registered Public Accountants
     F-1Consolidated Balance SheetMarch 31, 2008 and 2007
     F-3Consolidated Statements of Operations for the years endedMarch 31, 2008 and 2007 and the Cumulative Period fromApril 28, 2003 (inception) to March 31, 2008
     F-4Consolidated Statements of Cash Flows for the years endedMarch 31, 2008 and 2007 and the Cumulative Period fromApril 28, 2003 (Inception) to March 31, 2008
     F-5Consolidated Statement of Stockholders EquitySince April 28, 2003 (Inception) to March 31, 2008
     F-6Notes to Financial Statements
     F-8














-59-

---



|                           |                             
|-------------------------- | ----------------------------
|                           |                             
|ROBISON, HILL & CO.        | Certified Public Accountants
|A PROFESSIONAL CORPORATION |                             
|                           | BRENT M. DAVIES, CPA        
|                           | DAVID O. SEAL, CPA          
|                           | W. DALE WESTENSKOW, CPA     
|                           | BARRY D. LOVELESS, CPA      
|                           | STEPHEN M. HALLEY, CPA      

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Homeland Precious Metals Corp.(An Exploration State Company)

We have audited the accompanying consolidated balance sheets of Homeland Precious Metals Corp. (An Exploration State Company) as of March 31, 2008, and 2007, and the related consolidated statements of operations, and cash flows for the two years ended March 31, 2008, and 2007, and the cumulative since April 28, 2003 (inception) to March 31, 2008, and the consolidated statement of stockholders equity since April 28, 2003 (inception) to March 31, 2008. 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 audit.

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 State Company) as of March 31, 2008, and 2007 and the results of its operations and its cash flows for the two years ended March 31, 2008, and 2007 and the cumulative since April 28, 2003 (inception) to March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

MEMBERS OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTSMEMBERS OF THE SEC PRACTICE SECTION and THE PRIVATE COMPANIES PRACTICE SECTION1366 East Murray-Holladay Road, Salt Lake City, Utah 84117-5050

F-1



-60-

---

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 $2,700,000, 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 AccountantsSalt Lake City, UtahJune 27, 2008



































F-2



-61-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Consolidated Balance Sheets(Expressed in US dollars)2008
     
     
     2007ASSETSCurrentCash and cash equivalents
     $
     26,059
     
     $
     557,645Prepaid expenses
     
     90
     
     
     20,156Total current assets
     
     26,149
     
     
     577,801Restricted cash
     
     5,750
     
     
     5,750Total assets
     $
     31,899
     
     $
     583,551LIABILITIESCurrentAccounts payable and accrued liabilities
     
     6,781
     
     
     21,723Total current liabilities
     $
     6,781
     
     $
     21,723Estimated environmental remediation(note 5)
     
     5,750
     
     
     5,750Total liabilities
     
     12,531
     
     
     27,473STOCKHOLDERS EQUITYStock Capital(note 8)Preferred stock, no par valueAuthorized 20,000,000 shares,No shares issued at March 31, 2008
     
     -
     
     
     -Common stock, no par valueAuthorized 300,000,000 shares,Issued and outstanding: 14,989,800 shares(March 31, 2007  14,989,800 shares)
     
     1,077,726
     
     
     1,077,726Additional paid-in capital
     
     1,650,000
     
     
     1,634,000Deficit accumulated during exploration stage
     
     (2,708,358
     )
     
     (2,155,648
     )TOTAL STOCKHOLDERS EQUITY
     
     19,368
     
     
     556,078TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
     $
     31,899
     
     $
     583,551


The accompanying notes are an integral part of these financial statements.F-3



-62-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Consolidated Statements of Operations(Expressed in US dollars)Year Ended
     
     
     Year Ended
     
     
     Cumulative sinceMarch 31, 2008
     
     
     March 31, 2007
     
     
     April 28, 2003Inception ofExploration StageRevenue
     $
     -
     
     $
     -
     
     $
     -ExpensesAccounting
     
     17,561
     
     
     12,816
     
     
     38,909Advertising
     
     72,462
     
     
     15,289
     
     
     92,379Directors compensation
     
     -
     
     
     2,000
     
     
     5,000Consultants compensation (note 10)
     
     16,000
     
     
     326,000
     
     
     1,200,000Geologists compensation
     
     -
     
     
     94,000
     
     
     445,000Exploration costs
     
     406,998
     
     
     107,916
     
     
     599,864Environmental remediation
     
     -
     
     
     -
     
     
     5,750General and administrative
     
     31,080
     
     
     7,084
     
     
     47,163Legal fees
     
     3,974
     
     
     4,884
     
     
     55,886Travel
     
     5,679
     
     
     -
     
     
     15,888Net loss from operations
     
     (553,754
     )
     
     (569,989
     )
     
     (2,505,839
     )Other income (expense)Interest (net)
     
     -
     
     
     (201,997
     )
     
     (204,125
     )Currency exchange (net)
     
     1,044
     
     
     2,157
     
     
     1,606Loss for the period
     $
     (552,710
     )
     $
     (769,829
     )
     $
     (2,708,358
     )Loss per share, basic and diluted
     $
     (0.04
     )
     $
     (0.06
     )Weighted average number of shares outstanding,basic and fully diluted
     
     14,989,800
     
     
     13,750,819










The accompanying notes are an integral part of these financial statements.F-4



-63-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Consolidated Statements of Cash Flows(Expressed in US dollars)Year Ended
     
     Year Ended,
     
     Cumulative sinceMarch 31,
     
     March 31,
     
     April 28, 20032008
     
     2007
     
     Inception ofExploration StageCash flows from operating activitiesLoss for the period
     $
     (552,710
     )   $
     (769,829
     )   $
     (2,708,358
     )Items not involving cash:Stock-based compensation
     
     16,000
     
     422,000
     
     1,650,000Interest paid by issuance of stock
     
     -
     
     200,000
     
     200,000Changes in non-cash working capital items:Other receivables
     
     -
     
     16
     
     -Prepaid expenses and deposits
     
     20,066
     
     (20,156
     )
     (90
     )Accounts payable and accrued liabilities
     
     (14,942
     )
     5,925
     
     6,781Environmental liability
     
     -
     
     -
     
     5,750Accrued interest
     
     -
     
     (2,108
     )
     -Net cash used in operating activities
     
     (531,586
     )
     (164,152
     )
     (845,917
     )Cash flows from investing activitiesRestricted cash
     
     -
     
     -
     
     (5,750
     )Net cash used in investing activities
     
     -
     
     -
     
     (5,750
     )Cash flows from financing activitiesStock issuance for cash
     
     -
     
     451,200
     
     777,726Proceeds from shareholder loan
     
     -
     
     -
     
     102,411Payment on shareholder loan
     
     -
     
     -
     
     (2,411
     )Net cash provided by financing activities
     
     -
     
     451,200
     
     877,726Increase (decrease) In cash and cash equivalents
     
     (531,586
     )
     287,048
     
     26,059Cash and cash equivalents, beginning of period
     
     557,645
     
     270,597
     
     -Cash and cash equivalents, end of period
     $
     26,059
     $
     557,645
     $
     26,059Supplemental disclosure of cash flow information:- cash paid for interest, net of interest capitalized
     $
     -
     $
     -
     $
     -- cash paid for income taxes
     $
     -
     $
     -
     $
     -Supplemental disclosure of non-cash investing and financing activities:- Debt settled through the issuance of shares
     $
     -
     $
     100,000
     $
     100,000


The accompanying notes are an integral part of these financial statements.F-5

-64-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Consolidated Statements of Stockholders Equity(Expressed in US dollars)(As at March 31)Number of
     
     Capital
     
     Additional
     
     Deficit
     
     
     TotalShares
     
     Stock /
     
     Paid-in
     
     AccumulatedSubscriptions
     
     Capital
     
     DuringReceived
     
     
     
     ExplorationStageApril 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
     
     -
     
     -
     
     -
     
     
     -Restated balance at March 31,2004
     13,537,800
     
     76,526
     
     -
     
     (16,579
     )
     
     59,947-Loss for the year
     -
     
     -
     
     -
     
     (24,382
     )
     
     (24,382
     )Total comprehensive loss
     -
     
     -
     
     -
     
     (24,382
     )
     
     -Balance at March 31, 2005
     13,537,800
     
     76,526
     
     -
     
     (40,961
     )
     
     35,565-Shares issued for cash
     200,000
     
     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
     13,737,800
     
     326,526
     
     1,212,000
     
     (1,385,819
     )
     
     152,707Loan converted
     500,000
     
     300,000
     
     -
     
     -
     
     
     300,000Shares issued for cash
     752,000
     
     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
     14,989,800
     $
     1,077,726
     $
     1,634,000
     $
     (2,155,648
     )
     $
     556,078








The accompanying notes are an integral part of these financial statements.F-6



-65-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Consolidated Statements of Stockholders Equity(Expressed in US dollars)(As at March 31)Number of
     
     Capital
     
     Additional
     
     DeficitShares
     
     Stock /
     
     Paid-in
     
     AccumulatedSubscriptions
     
     Capital
     
     DuringReceived
     
     
     
     ExplorationStageBalance at March 31, 2007
     14,989,800
     $
     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
     14,989,800
     $
     1,077,726
     $
     1,650,000
     $
     (2,708,358
     )
     $
     19,368




























The accompanying notes are an integral part of these financial statements.F-7



-66-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 gives 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. On February 1, 2007, the Company's wholly owned subsidiary, Homeland Exploration, Inc. signed an agreement with Newmont Mining Corporation for the Water Canyon property. This 5 year agreement gives 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.
|  
|   | Organization and Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | The Company was incorporated under the laws of British Columbia, Canada on April 28, 2003. 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, Homeland Exploration, Inc. (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 $2,708,000 for the period from April 28, 2003 (inception of exploration) to March 31, 2008 and has no source of revenues. The Company had cash and cash equivalents in the amount of $26,059 as of March 31, 2008, 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



-67-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|   | 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 $26,059 and $557,645 as of March 31, 2008 and 2007, respectively, of which only $100,000 is fully covered by federal depository insurance.                                                                    
|  

F-9



-68-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|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, 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 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  

F-10



-69-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|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. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | The consolidated financial statements include the accounts of Homeland Precious Metals Corp. and its wholly- owned subsidiary, Homeland Exploration, Inc. (HEI), a Nevada corporation. All significant intercompany accounts and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | In February 2007, the FASB issued SFAS no, 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 provides companies with an option to report selected financials assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. The FASB has indicated it believes that SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFA No. 107, Disclosures about Fair Value of Financial Instruments. SFAS 159 is effective for the Company as of the beginning of fiscal year 2009. 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. 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.                                                                                                                                                                                                                                     
|  

F-11

-70-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 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.
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|3. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | The Company is a Canadian corporation and thus pays Canadian income taxes. As of March 31, 2008, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $1,102,650 that may be offset against future taxable income through 2028. 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  







F-12

-71-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

3.     INCOME TAXES (continued)

2008
     
     
     2007Loss before income taxes
     $
     (552,710
     )
     $
     (769,829
     )Tax rate
     
     33.72%
     
     
     34.12%Expected income tax recovery
     $
     186,300
     
     $
     262,700Non-deductible expenses for tax
     
     (5,400
     )
     
     (186,500
     )Effect of changes in foreign exchange rates
     
     22,700
     
     
     1,800Effect of changes in income tax rates
     
     (12,300
     )
     
     -Unrecognized benefit of non-capital losses
     
     (191,300
     )
     
     (78,000
     )Deferred income tax recovery
     $
     -
     
     $
     -


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

2008
     
     
     2007Deferred income tax assets relating to:Non-capital loss carryforwards
     $
     352,800
     
     $
     174,600Deferred income tax assets
     
     352,800
     
     
     174,600Valuation allowance
     
     (352,800
     )
     
     (174,600
     )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 ($178,200) is reflected in current income.

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, 2007, 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.

F-13



-72-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

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 2007. 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 2004. The following describes the open tax years, by major tax jurisdiction, as of March 31, 2008:

United States
     2004-presentCanada
     2004-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 currently has a bond of $5,750 as of March 31, 2008. In addition a liability of $5,750 was booked as of March 31, 2006.                                                                                                                                                                                                                                                     
|  
|7. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | On April 20th, 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.                                          
|  





F-14

-73-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

7.   COMMITMENTS (continued)

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). 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:

Date
     Advance Royalties:
     Work Commitments:1.
     April 30, 2006
     US$20,000
     -2.
     April 30, 2007
     US$10.000
     -3.
     April 30, 2008
     US$10,000
     US$100,0004.
     April 30, 2009
     US$50,000
     US$250,0005.
     April 30, 2010
     US$70,000
     US$300,0006.
     April 30, 2011
     US$150,000
     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. 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 ($2,700,000.00) in accordance with the following schedule:

Due Date
     
     Expenditure AmountOn or before one year from the Effective Date
     
     $   150,000.00On or before two years from the Effective Date
     An additional
     $   300,000.00On or before three years from the Effective Date
     An additional
     $   500,000.00On or before four years from the Effective Date
     An additional
     $   750,000.00On or before five years from the Effective Date
     An additional
     $1,000,000.00As of March 31, 2008, expenditures in the amount of $340,636 had been paid.


HEIs obligation to make One Hundred Fifty Thousand Dollars ($150,000.00) 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.

F-15

-74-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 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 the loan by issuing 500,000 restricted common shares. The fair value of the common shares was $0.60. The Company recognized $200,000 as interest expense for the difference between the conversion price and the fair market price of the Companys stock on the date of this transaction. As of March 31, 2008, $4,005 in accrued interest remains outstanding on this note and is reported on the accompanying balance sheet under Accounts payable and accrued liabilities. The Company expects to pay this amount on or before July 31,2008.
|  
|9. | COMMON STOCK TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | 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 300 shares of common stock to its president.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | On April 30, 2003, the Company issued 4,500,000 shares of common stock to its president for $1,140 ($1,500 Canadian). The shares were valued at $0.001 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | On May 9, 2003, the Company issued 9,037,500 shares of common stock to various people for $75,386. The shares were valued at $0.025 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 4,512,600 to 13,537,800. 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 200,000 units at a price of $1.25 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 $1.50 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 $1.75 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 500,000 shares of common stock for $300,000 to settle a loan with a shareholder. The shares were valued at $0.60 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | On March 28, 2007, the Company completed a private placement whereby it raised $451,200 by the sale of 752,000 units at a price of $0.60 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 $0.75 per share.                                                                                                                                                                                                                                                        
|  

F-16



-75-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|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, 2008, 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 5,000,000 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 600,000 stock options to certain consultants. These options have an exercise price of $0.05 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 200,000 stock options with an exercise price of $0.05 and 200,000 stock options with an exercise price of $0.15 per share to its directors. The exercise price of $0.05 and $0.15 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 380,000 stock options to certain consultants and geologists. These options have an exercise price of $0.15 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 40,000 stock options to a geologist. These options have an exercise price of $0.15 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.                                                                                                                                                                                                                                                                                                                               
|   

F-17



-76-

---

HOMELAND PRECIOUS METALS CORP(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

|11. | STOCK OPTION PLAN (continued)                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | In November 2006, the Company granted 250,000 stock options to a consultant. These options have an exercise price of $0.40 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.                                                                                                                                
|   
|    | 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:
|   

2008
     
     2007Expected volatility
     
     121.1% - 155.9%
     
     123.5% - 127%Weighted average volatility
     
     138.3%
     
     125.3%Expected dividends
     
     -
     
     -Expected term (in years)
     
     8.65
     
     3.03 - 9.66Risk free rate
     
     4.04% - 5.03%
     
     3.9% - 4.86%Weighted average fair value of options granted
     $
     -
     $
     1.00A summary of the Company stock options activities is presented below:Weighted-Weighted-
     
     Averageaverage
     
     Remaining
     
     Aggregateexercise
     
     Contractual
     
     IntrinsicOptions
     Shares
     price
     
     term
     
     ValueOutstanding at March 31, 2006
     1,420,000
     
     0.09
     
     -
     
     -Granted
     250,000
     
     0.40
     
     -
     
     -Exercised
     -
     
     -
     
     -
     
     -Forfeited or expired
     -
     
     -
     
     -
     
     -Outstanding at March 31, 2007
     1,670,000
     $
     0.14
     
     4.0
     $
     750,250Granted
     -
     
     -
     
     -
     
     -Exercised
     -
     
     -
     
     -
     
     -Forfeited or expired
     -
     
     -
     
     -
     
     -Outstanding at March 31, 2008
     1,670,000
     $
     0.14
     
     3.0
     $
     32,000Exercisable at March 31, 2008
     1,670,000
     $
     0.14
     
     3.0
     $
     32,000




F-18



-77-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

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$0.05
     800,000
     2.03
     $  0.05
     800,000
     $  0.05$0.15
     620,000
     2.04
     0.15
     620,000
     0.15$0.40
     250,000
     8.65
     0.40
     250,000
     0.40$0.14
     1,670,000
     3.03
     $  0.14
     1,670,000
     $  0.14


The weighted average grant-date fair value of options granted during the fiscal years 2008 and 2007 was $nil and $0.58, respectively.

A summary of the status of the Companys nonvested shares as of March 31, 2008, and changes during the year ended March 31, 2008, is presented below:

Weighted-averageGrant-DateNonvested shares
     Shares
     
     Fair ValueNonvested at March 31, 2007
     93,750
     
     0.58Granted
     -
     
     -Vested
     (93,750)
     
     0.58Forfeited
     -
     
     -Nonvested at March 31, 2008
     -
     
     -


As at March 31, 2007, there was no unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan.

The total fair value of shares vested during the years ended March 31, 2008 and 2007 was $16,000 and $422,000, respectively.







F-19



-78-

---

HOMELAND PRECIOUS METALS CORP.(An Exploration Stage Company)Notes to the Consolidated Financial Statements(Expressed in US dollars)March 31, 2008

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 200,000 units at a price of $1.25 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 $1.50 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 $1.75 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 752,000 units at a price of $0.60 per unit. Each unit consists of one share of common stock of the Company and one-half share purchase warrant for a total of 376,000 full warrants. 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 $0.75 per share.

As of March 31, 2008, the following share purchase warrants were outstanding:

Number of
     ExerciseName
     Warrants
     Price
     DescriptionClass A warrants
     200,000
     $1.50
     Exercisable from March 29, 2007 until March 29, 2012.Each warrant allows the holder to purchase one share ofcommon stock.Class B warrants
     200,000
     $1.75
     Exercisable from March 29, 2008 until March 29, 2012.Each warrant allows the holder to purchase one share ofcommon stockWarrants
     376,000
     $0.75
     Exercisable from March 28, 2007 until March 27, 2009.Each warrant allows the holder to purchase one share ofcommon stock


13.   SUBSEQUENT EVENTS

On April 28, 2008 the Companys CEO, President and Director, Mr. Bruce Johnstone, made a shareholder loan to the Company of US$10,000.00.





F-20

-79-

---

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 registration statement.

B.     Exhibits.

The following exhibits are incorporated herein by reference:

Incorporated by referenceFiledExhibit
     Document Description
     Form
     Date
     Number
     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 andMontgomery Pass properties.
     
     
     
     X10.3
     2007 Amended Option Agreement for the BellFlat and Montgomery Pass properties.
     
     
     
     X10.4
     2007 Lease Agreement for the Water Canyonproperty.
     
     
     
     X11.1
     Code of Ethics.
     20-F
     9/28/05
     11.112.1
     Certification of the chief executive officer andchief financial officer pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.
     
     
     
     X13.1
     Certification by the chief executive officer andchief financial officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002.
     
     
     
     X15.1
     Consent of Robison, Hill & Co., Certified PublicAccountants.
     
     
     
     X












-80-

---

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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated this 21stday of July, 2008.

HOMELAND PRECIOUS METALS CORP.(Registrant)BY:   BRUCE E. JOHNSTONEBruce E. Johnstone, President, PrincipalExecutive Officer, Secretary, Treasurer, andPrincipal Financial Officer, PrincipalAccounting Officer

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

|Signature        | Title                              | Date         
|---------------- | ---------------------------------- | -------------
|                
|GEORGE ELIOPULOS | A Member of the Board of Directors | July 21, 2008
|George Eliopulos |                                    |              
|                
|DAVID MALLO      | A Member of the Board of Directors | July 21, 2008
|David Mallo      |                                    |              























-81-

---

EXHIBIT INDEX

Incorporated by referenceFiledExhibit
     Document Description
     Form
     Date
     Number
     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 andMontgomery Pass properties.
     
     
     
     X10.3
     2007 Amended Option Agreement for the BellFlat and Montgomery Pass properties.
     
     
     
     X10.4
     2007 Lease Agreement for the Water Canyonproperty.
     
     
     
     X11.1
     Code of Ethics.
     20-F
     9/28/05
     11.112.1
     Certification of the chief executive officer andchief financial officer pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.
     
     
     
     X13.1
     Certification by the chief executive officer andchief financial officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002.
     
     
     
     X15.1
     Consent of Robison, Hill & Co., Certified PublicAccountants.
     
     
     
     X


























-82-

---