UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-KSB




[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934




For the
fiscal year ended December 31, 2007




[
 ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE


ACT
OF 1934




For the
transition period from ______ to ______





Commission
file number: 333-144597





SUNCROSS EXPLORATION
CORPORATION


(Exact
name of small business issuer as specified in its charter)





Nevada
            98-0441861(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer Identification No.)





435
Martin Street, Suite 3150


Blaine, Washington
98230


(Address
of principal executive offices)





(604 ) 377
-8855


(Registrant's
telephone number)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(B)


OF THE EXCHANGE
ACT:




None




SECURITIES
REGISTERED PURSUANT TO SECTION 12(G)


OF THE EXCHANGE
ACT:





None




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [  ].





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [  ].








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




The
issuer had no revenues for the fiscal year ended December 31, 2007.




The
aggregate market value of the issuer's voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and ask price of such
common equity as of March 5, 2008 was $0, as the issuer’s common stock had no
bid or ask price on the Over-The-Counter Bulletin Board on that
date.




At March
13, 2008, there were 11,823,250 shares of the issuer's common stock
outstanding.





Transitional
Small Business Disclosure Format (check one):  Yes
[  ]  No [X].







TABLE
OF CONTENTS




PART
I





ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            4ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            10ITEM
      3.
            LEGAL
      PROCEEDINGS
            10ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            11




PART
II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            12ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            13ITEM
      7
            FINANCIAL
      STATEMENTS
            F-1ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            23ITEM
      8A.
            CONTROLS
      AND PROCEDURES
            23ITEM
      8B.
            OTHER
      INFORMATION
            23




PART
III




ITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT
            24ITEM
      10
            EXECUTIVE
      COMPENSATION
            25ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
            27ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            28ITEM
      13.
            EXHIBITS
            28ITEM
      14
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            29SIGNATURES










PART
I




FORWARD-LOOKING
STATEMENTS




ALL
STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS",
"ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR
FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE
GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR
FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES.
THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE
HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS
ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE
UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.   REFERENCES IN
THIS FORM 10-KSB, UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31,
2007.  AS USED HEREIN, THE “COMPANY,” “SUNCROSS,” “WE,” “US,” “OUR”
AND WORDS OF SIMILAR MEANING REFER TO SUNCROSS EXPLORATION CORPORATION AND OUR
WHOLLY OWNED SUBSIDIARY 0788851 B.C. LTD., UNLESS OTHERWISE STATED.




ITEM
1. DESCRIPTION OF BUSINESS





Corporate
History:





We were
incorporated as Suncross Exploration Corporation in Nevada on November 16, 2004.
We chose to incorporate in Nevada for numerous reasons including the fact that
we plan to raise capital in the future in the United States and we believe that
we are more attractive to United States investors due to the fact that we are
incorporated in the United States.





We have
120,000,000 shares of stock authorized, representing 100,000,000 shares of
common stock, $0.001 par value and 20,000,000 shares of preferred stock, $0.001
par value. We plan to explore and mine for silver, gold and other minerals on
properties in British Columbia, Canada.





On July
26, 2007, we filed Amended and Restated Articles of Incorporation with the
Secretary of State of Nevada (the “Amended Articles”), which Amended Articles
were approved by our Board of Directors and majority shareholders pursuant to a
consent to action without meeting of our Board of Directors and majority
shareholders on July 25, 2007.   The Amended Articles provided
that the number of the Board of Directors can be increased or decreased at any
time as provided in the Bylaws and that vacancies in the Board of Directors can
be filled by the remaining Directors then in office; that the holders of a
majority of our outstanding common stock will constitute a quorum at a
shareholders meeting; that the personal liability of the Directors, and all
persons whom the Company has the power to indemnify under Nevada law will be
limited to the fullest extent permitted by Nevada General Corporation Law; and
that shareholders of the Company shall not have any cumulative voting rights or
preemptive rights.


4


Additionally,
the Amended Articles provide that shares of preferred stock (“Preferred Stock”)
of the Company may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
the Board of Directors of the Company (“Board of Directors”) prior to the
issuance of any shares thereof.  Preferred Stock shall have such
voting powers, full or limited, or no voting powers, and such preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated in such
resolution or resolutions providing for the issuance of such class or series of
Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof.  The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of  the voting power of all the then outstanding
shares of the capital stock of the corporation entitled to vote generally in the
election of the directors (the “Voting Stock”), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.





In March
2007, our former Chief Executive Officer and former Vice President, Karl
Antonius entered into a Stock Purchase Agreement with our then Chief Executive
Officer, Valda Downing, his Mother, pursuant to which Ms. Downing purchased
5,500,000 shares of Mr. Antonius’ common stock, making her the largest
shareholder of the Company.  Mr. Antonius had resigned as our Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director in
December 2006, at which time Ms. Downing was appointed as our Chief Executive
Officer, Chief Financial Officer, Treasurer, Secretary and
Director.





On March
5, 2008, Ms. Downing, and Mr. Antonius, entered into a Stock Purchase Agreement
with Hugh Downing, Ms. Downing’s brother and Mr. Antonius’
uncle.  Pursuant to this agreement, Mr. Downing purchased 5,500,000
shares of the Company's common stock from Ms. Downing and 4,500,000 shares of
the Company’s common stock from Mr. Antonius, for an aggregate purchase of
10,000,000 shares.  As a result, Mr. Downing obtained majority voting
control over the Company, as the 10,000,000 shares he purchased constituted
approximately 84.5% of the Company's outstanding shares of common stock based on
11,823,250 shares of common stock outstanding as of March 11,
2008.  In connection with the Stock Purchase Agreement, Valda Downing
resigned as the Company's Chief Executive Officer, President, Principal
Accounting Officer, Treasurer, Secretary and sole Director, and Mr. Downing was
appointed as the Company's Chief Executive Officer, President, Principal
Accounting Officer, Treasurer, Secretary and sole Director and Mr. Antonius
resigned as the Company’s Vice President.





As a
result of the March 2008 Stock Purchase Agreement, Mr. Downing obtained majority
voting control over the Company, as the 10,000,000 shares which he purchased,
along with the 152,500 shares which Mr. Downing had previously purchased in
private transactions prior to the date of the Stock Purchase Agreement, and the
177,500 shares of common stock owned by his wife prior to the date of the Stock
Purchase Agreement, which shares he is deemed to beneficially own, constituted
approximately 87.4% of the Company's outstanding shares of common stock based on
11,823,000 shares of common stock outstanding as of March 5, 2008.





Business
Operations:





We own
100% of the mineral rights on the “Argo” claim grounds, which represent
approximately 453 hectares (approximately 1,120 acres) located in southwestern
British Columbia, Canada, 17 miles west of Kamloops, British Columbia (the "Argo
Claim"). The Argo Claim consists of nine cell claims, which were acquired by us
in May 2006, for a total of $6,000 US from Kimberly Carla Sinclair. Cell claims
are the terms used for mining claims in British Columbia, Canada, and consist of
twenty (20) hectares (or approximately 49.4 acres). The rights to our cells were
to expire on January 17, 2006, but have since been extended by us three times,
each for an additional year, for an aggregate of CDN $734 per year and now
expire on January 17, 2009 (unless extended further by us). The rights to the
claim can be extended by us prior to its expiration for an additional $1,468 per
year. We do not believe that there will be any problem extending our claim if
our officers and Director feel that such extension will be in our best interest.
Subsequent to the purchase of the claims we contracted with Diamond S. Holdings,
Ltd. operated by Larry Sostad ("Diamond") to perform any necessary exploration
work on the Argo Claim. Diamond subsequently contracted with Laurence
Sookochoff, who along with Diamond, has conducted all exploration activities
on our property to date, and who will conduct the following planned activities
described below, subsequent to the date of this filing, funding
permitting.


5





Mr.
Sookochoff completed a Phase I initial exploration program on the Argo Claim
during the first quarter of 2007, which included trenching and sampling of the
Argo Claim while exploring the area for mineral deposits and taking ground
samples. The results of the Argo Claim, Phase I program showed a limited amount
of silver and copper was present in the ground samples.





We plan
to conduct further exploration activities on the Argo Claim in the future,
funding permitting, which may include:





Phase
      II-
            Planned
      to begin as soon as the Company raises adequate additional funding to
      complete such planned Phase, and to take approximately forty-five (45)
      days to complete.Completing
      a Vertical Loop Electro Magnetic Survey ("VLF-EM") over portions of the
      claim. A VLF-EM survey is completed by walking over the property using a
      specially equipped receiver to pick up the possible location of minerals.
      We plan to conduct the VLF-EM on the Argo Claim, where adit and grab
      samples were previously taken during the Phase I activities. The total
      area which is planned to be surveyed by the VLF-EM is approximately 150
      acres.The
      VLF-EM survey of our claims will be used to prepare a map of abnormal
      magnetic fields from the claims, which abnormalities may be associated
      with mineral deposits. These abnormal readings are then compared, with the
      results correlated to determine the structural significance of the VLF-EM
      anomalies. We believe that the VLF-EM survey is a necessary first step in
      the exploration of our property, because we believe it will help us
      determine which areas of the property are more likely to contain mineral
      deposits than others.Estimated
      cost: $12,000





6


Phase
      III-
            Planned
      to begin between three and four months after completion of the Company’s
      Phase II activities (funding permitting), pending favorable results of the
      Phase II studies, and to take approximately sixty (60) days to
      complete.


After
      the VLF-EM surveying is completed, we will perform trenching, sample and
      geological mapping of the possible veins of minerals on the
      property.We
      believe that this surveying will provide information regarding the degree
      of mineralization. Additionally, we believe that surveying at this stage
      is essential to integrate and correlate the VLF-EM results and the
      sampling results.Estimated
      cost: $25,000Phase
      IV-
            Estimated
      start date to be determined, pending favorable results of our Phase II and
      Phase III studies, funding permitting, and depending on whether the ground
      covering the Argo Claim is covered with snow  and/or
      frozen.Further
      testing and diamond drilling of prime targets. Diamond drilling is
      required to test the extent of mineralization to depth. We anticipate the
      drill hole locations being determined based on the results of, and the
      interpretation of, the previous exploration we plan to conduct in Phases
      II and III.Estimated
      cost: $50,000




We
currently do not have adequate capital or funding to conduct any of the
exploration activities discussed above.  While we currently plan to
begin conducting the exploration activities listed above as soon as we obtain
adequate additional funding, of which there can be no assurances, our management
will make a decision whether to proceed with each successive phase of the
exploration program upon completion of the previous phase and upon analysis of
the results of that program. Additionally, we will wait for the results from
Phases II-IV before deciding whether any additional exploration activities would
be appropriate on the claims, as we believe that we will know whether or not our
claims have any commercially viable mineral deposits upon the completion of our
Phase IV exploration activities, if not sooner.





EMPLOYEES





We
currently have no employees other than our Chief Executive Officer Hugh Downing,
who spends approximately fifteen (15) to twenty (20) hours per week on Company
matters.  We plan to use contractors in the future if the need arises
during the course of our exploration and/or development activities, in the
future.





EXPLORATION
WORK





All
exploration work to be completed by us on our claims will be conducted by or
under the supervision of Laurence Sookochoof, whose background and experience is
explained in greater detail under "Interest of Named Experts," in our Form SB-2
Registration Filing, filed with the Commission on July 16,
2007.


7


SUBSIDIARIES





We
currently have one subsidiary, which is wholly owned, 0788851 B.C. Ltd., a
British Columbia, Canada company, which was formed on April 20,
2007.





COMPETITION





Mines
have limited lives and as a result, we may seek to expand our reserves through
the acquisition of new properties in the future. There is a limited supply of
desirable mineral lands available in the United States, Canada and other areas
where we may consider conducting exploration and/or production activities. We
will face strong competition for new properties from other mining companies,
most of which have greater financial resources than we do and as a result, we
may be unable to acquire new mining properties on terms that we consider
acceptable.





There is
a global market for silver and copper. We plan to sell copper and silver, if we
are successful in our exploration and mining activities, at prevailing market
prices. We do not believe that any single company or other institution has
sufficient market power to significantly affect the price or supply of these
metals.





DEPENDENCE
ON ONE OR A FEW MAJOR CUSTOMERS





We do not
depend on one or a small number of customers, as we have not successfully
discovered or extracted any commercial quantities of silver, gold or any other
valuable minerals. We have no customers and have not generated any revenues to
date.





PATENTS,
TRADEMARKS AND LICENSES





We have
no patents, trademarks or licenses. We do own the mineral rights to certain
property in British Columbia, Canada, which is explained in detail under
"Mineral Rights," below.





NEED
FOR GOVERNMENT APPROVAL





In
connection with our planned exploration activities, we may be required to comply
with certain environmental laws and regulations which may require us to obtain
permits issued by regulatory agencies and to file various reports and keep
records of our operations affecting the environment. While we will not need any
permits for Phases I through III (described above), we will require a permit to
conduct diamond drilling pursuant to Phase IV above. We plan to conduct our
Phase IV exploration activities only if the results from Phases II and III are
encouraging. Our Phase IV activities, if any, will require drilling permits from
the provincial government ministry of mining in British Columbia. The permits
require us to submit a form to the British Columbia Ministry of Energy and Mines
(the "Ministry"). The information required in the form includes the location of
the work site, a description of the work proposed and the area of surface
disturbance. Based on the information submitted, the Ministry requires a
security deposit which is refundable upon the completion of the reclamation of
the site, which is required. Management anticipates that the deposit required
for our planned drilling program will be around CAN $2,000. The cost of the
reclamation of our claims will be dependent on how many holes are drilled, which
information we will not know until the completion of our Phase III studies;
however we anticipate this cost being in the range of $1,000 to $2,000. Other
than the required refundable deposit and costs associated with reclamation,
there are no costs associated with the permits.





The
Ministry's review of the permits normally takes approximately one month and the
Company is not aware of any correctly completed permits which have been denied
by the Ministry. The permit once granted by the Ministry is only valid for the
specific work stated in the form and if we were to decide to extend our drilling
program beyond its original size and/or conduct any other explanatory work on
the property which would require reclamation; we would be required to submit an
application for an additional permit.





8


COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS




All of
our exploration, development and production activities which we may undertake in
the future on our property in Canada will be subject to regulation by
governmental agencies under various environmental laws. These laws address
emissions to the air, discharges to water, management of wastes, management of
hazardous substances, protection of natural resources, antiquities and
endangered species, and reclamation of lands disturbed by mining
operations.





Additionally,
depending on the results of our exploration activities, if completed, and what
mining activities we may undertake, certain regulations may also require us to
obtain permits for our activities. These permits normally may be subject to
public review processes resulting in public approval of the activity. While
these laws and regulations may govern how we conduct many aspects of our
business, we do not believe that they will have a material adverse effect on our
results of operations or financial condition. We plan to evaluate our operations
in light of the cost and impact of environmental regulations on those
operations. We also plan to evaluate new laws and regulations as they develop to
determine the impact on, and changes necessary to, our planned operations.
Additionally, it is possible that future changes in these laws or regulations
could have a significant impact on some portion of our business, causing us to
reevaluate those activities at that time.





MINERAL
RIGHTS





We own
100% of the mineral rights on the "Argo” claim grounds, which represent
approximately 453 hectares (1,120 acres) located in southwestern British
Columbia, Canada, 17 miles west of Kamloops, British Columbia (the "Argo
Claim"). The Argo Claim consists of nine (9) cell claims, which were acquired by
us in May 2006, for a total of US $6,000. Access to the claims is provided by a
gravel road and secondary forestry roads. Our management believes that the
property is currently in good condition. There is currently no equipment and/or
infrastructure of any kind on the Argo Claim, nor is there any current source of
power on the property or any immediate plans to provide power. The Argo Claim
does not contain any known reserves. The property is generally forest covered
with pine, hemlock, and spruce trees covering much of the area, however clear
cut logged areas occur in the western portion of the property.





We have
completed preliminary studies on the property. In connection with those studies,
tunneling was done and a soil sample was taken from the claims. We plan to
conduct further exploration activities in the future, funding permitting (see
above under "History").





The
rights to our cells were to expire on January 17, 2006, but have since been
extended by us three times, for three additional years, for an aggregate of CDN
$734 per year, and now expire on January 17, 2009. The rights to the cells can
be extended by us prior to their expiration by paying the required fees, as
described below. We do not believe that there will be any problem extending our
claim if our officers and Director feel that such extension will be in our best
interest. The Mineral Tenure Act, Chapter 292 of the Statutes and Regulations of
British Columbia, Canada states that all mining claims in British Columbia may
be held for one year, and thereafter from year to year if, on or before the
anniversary date, the record holder pays the required fee (described below), in
our case, currently equal to CDN $734 per year, and rising to CDN $1,468 per
year next year and continuing thereafter. As such, our claim can be extended
indefinitely by us by paying the required fee for such one (1) year extensions,
as long as such payment is made prior to the expiration date of such claim,
described in the table below.





The
elevations of the Argo Claim property range from 2,650 feet to 4,750 feet. The
temperatures on the claim could range between a low of 14 degrees
Fahrenheit in the winter to a high of 95 degrees Fahrenheit in the
summer. Snow may be present on the ground from December to April, and while we
do not believe this presence would hamper a year-round exploration and/or
development program, such presence of snow could cause us to spend additional
resources to heat and/or remove snow from our operations, if any. We plan to
conduct the Phase II studies, i.e. the VLF-EM survey on the Argo Claim, when and
if funding permits, of which there can be no assurance, where adit and grab
samples were previously taken during the Phase I activities. The total area
which is planned to be surveyed by the Phase II survey is approximately 150
acres.


9


The
Kamloops area, where the Argo Claim lies has steep mountainous slopes. The
Kamloops area and the Argo Claims have been subject to previous exploration in
the past. An adit (a horizontal mining tunnel) was dug on a quartz vein on the
property around the 1930’s, which has long since been abandoned and is now
covered; however it is not known what minerals, if any were found in connection
with those exploration activities. In the 1970s W.J. Stewart completed an
electromagnetic and self potential survey on the Argo Claim, and Ramco
Industries Limited conducted a magnetometer survey on the claim. In the late
1970’s an unknown Vancouver company acquired the claims and there is some
evidence that material from the adit was removed at that time. In 1979,
prospecting, geochemical sampling and a geological survey was performed on the
claim, and in 1984, a soil geological survey was undertaken over a portion of
the claims. In 1987, a geophysical survey consisting of soil and rock
geochemistry and geology was completed on the claim and in 1989, four diamond
drilling holes were drilled, totaling 183 meters.





In order
to retain title to the mineral rights associated with the Argo Claim we must
conduct at least CDN $4.00 per hectare (equal to 2.47 acres) of exploration work
per year on the claims for the first three years of exploration activities,
which expired this year and CDN $8.00 per hectare thereafter. There are no
royalties or other underlying agreements or interests in the
claims.





The Argo
Claim consists of the following claims:





CLAIM
      NAME
            CELLS
            TENURE
      NUMBER
            ISSUE
      DATE
            EXPIRATION
      DATE*Argo
            9
            525762
            January
      17, 2006
            January
      17, 2009





*Subject
to continuous one year extensions upon payment of CDN $1,468 per
year.








ITEM 2. DESCRIPTION OF
PROPERTY





Office
Space





On April
24, 2006, we entered into a lease for the rental of our office space at 435
Martin Street, Blaine, Washington. The leased office encompasses approximately
132 square feet. The initial term of the lease was for one year, from April 20,
2006 until April 30, 2007. We
operated under a month-to-month lease arrangement with the landlord of our
office space from the period of May 1, 2007 (the date our prior lease
arrangement expired) to November 30, 2007. Effective December 1, 2007, we
entered into an amendment to our prior lease agreement with our landlord, which
provided that we would continue to lease our office space on a month-to-month
basis for a total of approximately $205 per month. We can terminate the lease,
as amended, at any time, provided that we give the landlord at least sixty (60)
days prior written notice of our intent to terminate the lease.





Mineral
Rights





See
“Mineral Rights” and “History” descriptions above in Item 1.





ITEM 3. LEGAL
PROCEEDINGS





From time
to time, we may become a party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.





10


ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS




None during the period of this report.


However,
a Consent to Action without a Meeting of the Majority Shareholders (the “Consent
to Action”) was held on March 5, 2008 in connection with the Stock Purchase
Agreement entered into on March 5, 2008 between Valda Downing, Karl Antonius and
Hugh Downing.  Pursuant to the terms of the Stock Purchase Agreement,
Mr. Downing will obtain majority voting control over the
Company.  Prior to the completion of the transactions in the Stock
Purchase Agreement, pursuant to the Consent to Action, Ms. Downing and Mr.
Antonius, the then majority stockholders of the Company holding 10,000,000 or
84.5% of the outstanding shares of the Company’s common stock, accepted the
resignation of Ms. Downing as the Company’s sole Director and approved the
appointment of Mr. Downing as the Company’s sole Director.  Only Ms.
Downing and Mr. Antonius, the then majority stockholders, approved the
appointment of Mr. Downing.


11





PART II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS




Our
common stock currently trades on the Over-The-Counter Bulletin Board under the
symbol "SNXX". However, no shares of common stock have been traded to date, and
there was no “bid” or “ask” price for the common stock as of the date of this
filing. As of March 5, 2008, the Company had approximately 11,823,250 shares of
common stock outstanding held by approximately 15 shareholders of
record.  To date, the Company has not paid dividends on its common
stock.





Recent Sales Of Unregistered
Securities




In
November 2007, Suncross Exploration Corporation (“we,” “us” and the “Company”)
entered into rescission agreements with three offshore investors who had
purchased shares of common stock in the Company’s 2006 offering. Pursuant to the
rescission agreements, the Company agreed to repay the investors the total
amount of their initial purchase price of their shares, a total of $7,000 or
$0.04 per share, and the Company cancelled the shareholders outstanding shares.
A total of 175,000 shares were cancelled in connection with the entry into the
rescission agreements, $3,000 was paid as of December 31, 2007 and the remaining
$4,000 is accrued as a liability as of December 31, 2007. We claim an exemption
from registration afforded by Regulation S of the Securities Act of 1933, as
amended ("Regulation S") for the above cancellations, since the cancellations
were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of
Regulation S), pursuant to an offshore transaction, and no directed selling
efforts were made in the United States by the issuer, a distributor, any of
their respective affiliates, or any person acting on behalf of any of the
foregoing.





In
December 2007, the Company entered into rescission agreements with three
offshore investors who had purchased shares of common stock in the Company’s
2006 offering. Pursuant to the rescission agreements, the Company agreed to
repay the investors the total amount of their initial purchase price of their
shares, a total of $6,000 or $0.04 per share and the Company cancelled the
shareholders outstanding shares. A total of 150,000 shares were cancelled in
connection with the entry into the rescission agreements and $6,000 is accrued
as a liability as of December 31, 2007. We claim an exemption from registration
afforded by Regulation S of the Securities Act of 1933, as amended ("Regulation
S") for the above cancellations, since the cancellations were made to non-U.S.
persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant
to an offshore transaction, and no directed selling efforts were made in the
United States by the issuer, a distributor, any of their respective affiliates,
or any person acting on behalf of any of the foregoing.





In March
5, 2008, Valda Downing, and Karl Antonius, entered into a Stock Purchase
Agreement with Hugh Downing, Ms. Downing’s brother.  Pursuant to this
agreement, Mr. Downing purchased 5,500,000 shares of the Company's common stock
from Ms. Downing and 4,500,000 shares of the Company’s common stock from Mr.
Antonius, for an aggregate purchase of 10,000,000 shares.  As a
result, Mr. Downing obtained majority voting control over the
Company.  As Ms. Downing and Mr. Antonius were “affiliates” of the
Company, we took the position that the sale of the shares was a Company
transaction. As such, we claim an exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, for the above sale, since the sale
did not involve a public offering, the recipient took the securities for
investment and not resale and the Company took appropriate measures to restrict
transfer. No underwriters or agents were involved in the sale and no
underwriting discounts or commissions were paid by the Company.





12


ITEM 6. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION








SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
presentation.  The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary
company.  Significant inter-company accounts and transactions have
been eliminated.





Use of
Estimates.  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  While it is
believed that such estimates are reasonable, actual results could differ
significantly from those estimates.





Cash and
Cash Equivalents.  The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.





Revenue
Recognition.  The Company recognizes revenue in accordance with the
criteria outlined in the Securities Exchange Commission Staff Accounting
Bulletin No. 104 (“SAB 104”) Revenue Recognition.  Revenues will be
recognized when persuasive evidence of an arrangement exists, services have been
rendered, the sales price is fixed or determinable, and collectibility is
reasonably assured.





Income
taxes.  The Company recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  The Company
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.





Basic and
diluted net loss per share.  Basic and diluted net loss per share
calculations are presented in accordance with Financial Accounting Standards
Statement 128, and are calculated on the basis of the weighted average number of
common shares outstanding during the year. They include the dilutive effect of
common stock equivalents in years with net income. Basic and diluted loss per
share are the same due to the absence of common stock equivalents.





Foreign
Currency Translation.  The Company’s functional currency is the
Canadian dollar and its reporting currency is the United States dollar. The
financial statements of the Company are translated to United States dollars in
accordance with Statement of Financial Accounting Standard No. 52 Foreign
Currency Translation (“SFAS 52”). Monetary assets and liabilities denominated in
foreign currencies are translated using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on translation or settlement of
foreign currency denominated transactions or balances are included in the
determination of income. The Company has not entered into derivative instruments
to offset the impact of foreign currency fluctuations.


13


Mineral
Properties and Exploration Costs. The Company capitalizes acquisition and option
costs of mineral property rights where the Company believes the properties
contain potentially mineralized material. The amount capitalized represents fair
market value at the time the mineral rights were acquired. The accumulated costs
of acquisition for properties that are developed to the stage of commercial
production will be amortized using the unit-of-production method. Mineral
exploration costs are expensed as incurred.





Environmental
Costs. Environmental expenditures that relate to current operations are charged
to operations or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are charged to operations. Liabilities are
recorded when environmental assessments and/or remedial efforts are probable,
and the cost can be reasonably estimated. Generally, the timing of these
accruals coincides with the earlier of completion of a feasibility study or The
Company’s commitments to plan of action based on the then known
facts.





Fair
Value of Financial Instruments. The Company includes fair value information in
the notes to financial statements when the fair value of its financial
instruments is different from the book value. When the book value approximates
fair value, no additional disclosure is made.





Concentration
of Credit Risk. Financial instruments which subject the Company to
concentrations of credit risk include cash and cash equivalents and accounts
receivable. The Company maintains its cash in well known banks selected based
upon management's assessment of the banks' financial stability. Balances
periodically exceed the $100,000 federal depository insurance limit; however,
the Company has not experienced any losses on deposits.





Recently
issued accounting pronouncements.  The Company does not believe the
adoption of recently issued accounting pronouncement will have an impact on the
Company’s financial position, results of operations, or cash flows.





PLAN
OF OPERATIONS





The
following discussion should be read in conjunction with our financial
statements.





PLAN
OF OPERATION FOR THE NEXT TWELVE MONTHS





We plan
to raise additional funds through loans and the sale of shares of our commons
stock subsequent to this filing, of which there can be no
assurance.  Assuming the additional funding is raised, we plan to
continue our exploration activities on our Argo claim using such cash. We plan
to begin our Phase II exploration activities as soon as adequate additional
funding is raised, of which there can be no assurance. We plan to conduct the
Phase II studies, i.e. the VLF-EM survey on the Argo Claim, where adit and grab
samples were previously taken during the Phase I activities. The total area
which is planned to be surveyed by the Phase II survey is approximately 150
acres.





We plan
to begin our Phase III activities between three and four months after completion
of Phase II, pending favorable results of the Phase II studies, and our Phase IV
activities sometime thereafter, pending favorable results of our Phase II and
III studies, funding permitting, of which there can be no assurance.  Our
Phase II, Phase III and Phase IV exploration activities are described in greater
detail above. We anticipate that the cost of our planned exploration activities
(as described above) will be approximately $87,000 and the total cost of
continuing our operations for the next twelve months, including exploration
costs, administrative and other costs will be approximately
$150,000.  Moving forward, we plan to spend approximately $90,000 in
additional funds on development, claim renewal costs and licenses. We will raise
any additional funding we may require in the future through the sale of debt
and/or equity, which may be dilutive to our then existing shareholders. We do
not currently have any plans to purchase additional properties.  We have
spent approximately $10,000 on research and development, claim renewal costs and
licenses, since inception, which funds were spent on our Phase I exploration
activities, described in greater detail above.


14





COMPARISON
OF OPERATING RESULTS





RESULTS
OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 COMPARED
TO THE FISCAL YEAR ENDED DECEMBER 31, 2006





We did
not generate any revenue for the fiscal year ended December 31, 2007 or 2006, or
for the period from inception, November 16, 2004, through December 31,
2007.





We had total operating expenses of
$74,185 for the year ended December 31, 2007, compared to total operating
expenses of $22,112 for the year ended December 31, 2006, an increase in total
operating expenses of $52,073 or 235.5% from the prior period.  The
main reason for the increase in operating expenses was a $66,017 increase in
other selling, general and administrative expenses, to $72,580 for the year
ended December 31, 2007, compared to $6,563 for the year ended December 31,
2006.  The main reason for the increase in other selling, general and
administrative expenses was in connection with increases in accounting fees,
associated with the audit and review of the financial statements contained in
our Form SB-2 registration statement, increases in legal fees associated with
the preparation of certain of our corporate filing documents, various Board
Minutes and related documents, and increases in our rental expense associated
with our office space during the year ended December 31, 2007, which expenses
were not present during the year ended December 31, 2006. The increase in
administrative expenses was offset by an $860 increase in foreign exchange gain,
to a gain of $852 on foreign exchange for the year ended December 31, 2007,
compared to a loss of $8 for the year ended December 31, 2006; a decrease of
$2,041 in geological consulting expenses to $0 for the year ended December 31,
2007, compared to $2,041 for the year ended December 31, 2006; and a decrease of
$6,000 in mineral property and acquisition costs, to $0 for the year ended
December 31, 2007, compared to $6,000 for the year ended December 31, 2006,
which expense for the year ended December 31, 2006 was a one-time acquisition
expense associated with our Argo Claim.




We had a
net loss of $74,185 for the year ended December 31, 2007, compared to a net loss
of $22,112 for the year ended December 31, 2006, an increase in net loss of
$52,073 or 235.5% from the prior period.





We
currently anticipate having a net loss for each quarterly and annual period
moving forward until and unless we are able to discover and successfully extract
any minerals and generate any revenues through the sale of such minerals, of
which there can be no assurance.





LIQUIDITY
AND CAPITAL RESOURCES





We had no
assets as of December 31, 2007.





We had
total liabilities, consisting solely of current liabilities of $21,765 as of
December 31, 2007, which included accounts payable and accrued liabilities of
$18,850, bank overdraft of $2,561 and loan from shareholder of $354, which
amount was owed to Valda Downing, our former Chief Executive Officer and
Director.





We had
negative working capital of $21,765 and a total deficit accumulated during the
exploration stage of $98,695 as of December 31, 2007.


15


We had
$58,373 of net cash used in operating activities for the year ended December 31,
2007, which was mainly due to $74,185 of net loss, offset by a reduction of
$10,000 of prepaid expenses, an increase of $3,251 of accounts payable and
accrued liabilities and a bank overdraft of $2,561.





We had
$1,822 of net cash used in financing activities for the year ended December 31,
2007, which was due to $3,000 of stock rescissions, offset by $1,000 of proceeds
from collection of stock subscription receivable and $178 of repayment of loan
to shareholder in connection with monies owed to our former Chief Executive
Officer, Valda Downing, relating to expenses she paid on the Company’s behalf
prior to the date that she became a shareholder of the Company, and which
expenses have therefore been allocated as amounts due to shareholder in the
Company’s cash flows from financing activities.





We have
no current commitment from our officers and Director or any of our shareholders
to supplement our operations or provide us with financing in the future. If we
are unable to raise additional capital from conventional sources and/or
additional sales of stock in the future, we may be forced to curtail or cease
our operations. Even if we are able to continue our operations, the failure to
obtain financing could have a substantial adverse effect on our business and
financial results.





In the
future, we may be required to seek additional capital by selling debt or equity
securities, selling assets, or otherwise be required to bring cash flows in
balance when we approach a condition of cash insufficiency. The sale of
additional equity or debt securities, if accomplished, may result in dilution to
our then shareholders. We provide no assurance that financing will be available
in amounts or on terms acceptable to us, or at all.





RISK
FACTORS





WE
MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND EXPLORATION ACTIVITIES WITHOUT
ADDITIONAL FINANCING.





We depend
to a great degree on the ability to attract external financing in order to
conduct future exploratory activities. We are currently funded solely by our
shareholders and we believe that we can continue our business operations for
approximately the next thirty days with the approximately $4,100 of cash we had
as of the filing of this report, of which there can be no assurance. We
anticipate the need for approximately $150,000 to continue our business
operations and conduct our exploration activities for the next twelve
months.  If we are unable to raise the additional funds required for
planned exploration and extraction activities, which we anticipate costing
approximately $87,000, we may be forced to abandon our current business plan. If
you invest in us and we are unable to raise the required funds, your investment
could become worthless.





OUR
AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN CONTINUE
AS A GOING CONCERN.





We are in
our exploration stage, as planned principal activities have not begun. We have
not generated any revenues since inception and have incurred substantial losses.
These factors among others indicate that we may be unable to continue as a going
concern, particularly in the event that we cannot generate sufficient cash flow
to conduct our operations and/or obtain additional sources of capital and
financing.





WE
LACK AN OPERATING HISTORY WHICH YOU CAN USE TO EVALUATE US, MAKING ANY
INVESTMENT IN OUR COMPANY RISKY.





We lack
an operating history which investors can use to evaluate our earnings, if any,
as we were incorporated in November 2004. Therefore, an investment in us is
risky because we have no business history and it is hard to predict what the
outcome of our business operations will be in the future.





16


WE
MAY NOT FIND ANY COMMERCIAL QUANTITIES OF MINERALS IN THE FUTURE, AND MAY NOT
GENERATE ANY PROFITS, WHICH MAY FORCE US TO CURTAIL OUR BUSINESS
PLAN.




As an
exploration stage company, we have no revenues or profits to date and our
deficit accumulated during our exploration stage as of December 31, 2007, was
$98,695. We had a net working capital deficit of $21,765 as of December 31,
2007. We had no cash on hand and a bank overdraft of $2,561 as of December 31,
2007.  We are currently being funded by existing shareholders and
estimate being able to continue our business operations for approximately the
next thirty days with the approximately $4,100 of cash on hand we had as of
March 17, 2008. This estimate is based on the fact that a majority of the
approximately $98,695 in expenses spent by us from our inception in November
2004 through December 31, 2007, included certain one time expenditures including
legal fees and accounting fees in connection with the preparation of our
Registration Statement, the preparation of the geological report on our property
and the Phase I exploration on our property. However, if we do not begin
exploration and/or do not have enough money to continue exploration activities
it is likely that we will never generate any revenues. Additionally, if we are
unsuccessful in mining attempts we may choose to attempt in the future, it is
likely that we will never generate any revenues. Additionally, the exploration
of minerals is highly speculative, and if throughout our mineral exploration we
do not find commercial quantities of minerals, we will likely be forced to
curtail or abandon our business plan. If this happens, you could lose your
investment in us. If we are unable to generate profits, we will be forced to
rely on external financing, of which there is no guarantee, to continue with our
business plan.





WE
HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE
FORCED TO ABANDON OUR BUSINESS PLAN.





We
currently have a poor financial position. We have not generated any revenues or
begun exploration on any properties. There is a risk that we will not find
enough, or even any, minerals needed to generate enough profits for your
investment in us to appreciate. If we never generate any revenues, we may be
forced to abandon our business plan and any investment in us may become
worthless.





WE
RELY UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS OF
OPERATIONS COULD BE ADVERSELY AFFECTED.





We rely
heavily on our Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and Director, Hugh Downing, for our success. His experience and input
create the foundation for our business and he is responsible for the
directorship and control over our exploration activities. We do not currently
have an employment agreement or "key man" insurance policy on Mr. Downing.
Moving forward, should we lose the services of Mr. Downing, for any reason, we
will incur costs associated with recruiting a replacement and delays in our
operations. If we are unable to replace them with another suitably trained
individual or individuals, we may be forced to scale back or curtail our
business plan and exploration activities.





OUR
CHIEF EXECUTIVE OFFICER LACKS TECHNICAL AND/OR EXPLORATION EXPERIENCE IN AND
WITH COMPANIES WITH MINING ACTIVITIES AND WITH PUBLICLY TRADED
COMPANIES.





We rely
heavily on Mr. Downing, our Chief Executive Officer and sole Director; however,
Mr. Downing lacks technical training and experience exploring for, starting
and/or operating a mine. Further, Mr. Downing has only been an officer and
Director of the Company since March 2008. As a result of Mr. Downing's lack of
experience in exploration and/or development of mines, he may not be fully aware
of many of the specific requirements related to working within our industry.
Additionally, as a result of Mr. Downing's lack of experience, his decisions may
not take into account standard engineering or managerial approaches mineral
companies commonly use. Furthermore, Mr. Downing has no experience serving as an
officer or Director of a publicly traded company, or experience with the
reporting requirements which public companies are subject to. Consequently, our
operations, earnings and ultimate financial success could suffer irreparable
harm due to his ultimate lack of experience in our industry and with publicly
traded companies in general.


17


HUGH
DOWNING, OUR CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR CAN VOTE AN AGGREGATE OF
87.4% OF OUR COMMON STOCK AND WILL EXERCISE CONTROL OVER CORPORATE DECISIONS
INCLUDING THE APPOINTMENT OF NEW DIRECTORS.





Hugh
Downing, our Chief Executive Officer and sole Director, can vote an aggregate of
10,330,000 shares or 87.4% of our outstanding common stock. Accordingly, as our
largest shareholder, Mr. Downing will exercise control in determining the
outcome of corporate transactions or other matters, including the election of
directors, mergers, consolidations, the sale of all or substantially all of our
assets, and also the power to prevent or cause a change in control. Any
investors who purchase shares will be minority shareholders and as such will
have little to no say in the direction of the Company and the election of
Directors. Additionally, it will be difficult if not impossible for investors to
remove Mr. Downing as a Director of the Company, which will mean that he will
remain in control of who serves as officers of the Company as well as whether
any changes are made in the Board of Directors. As a potential investor in the
Company, you should keep in mind that even if you own shares of the Company's
common stock and wish to vote them at annual or special shareholder meetings,
your shares will likely have little effect on the outcome of corporate
decisions.





WE
MAY HAVE LIMITED ACCESS TO REQUIRED CONTRACTORS NEEDED FOR OUR EXPLORATION
ACTIVITIES.





Currently,
the use of contractors in the mining and exploration industry is highly
competitive, as the industry does not have a large enough workforce of
contractors to meet the demand for such contractors.  As a result, it
is possible that we could have problems filling all of our contractor labor
needs at various phases of our operation, which could force us to start and stop
exploration work as contractors become available, which could increase our total
costs of exploration and/or could prevent us from conducting such exploration
work at all.  If we are unable to find qualified contractors to help
in our exploration activities, any investment in the Company could become
worthless.





WE
WILL BE SUBJECT TO NUMEROUS RISKS IF WE COMMENCE MINING OPERATIONS, OF WHICH
THERE CAN BE NO ASSURANCE.





The
mineral exploration and mining business is competitive in all of its phases. We
currently have no mining operations of any kind; however, if we do commence
mining activities in the future, we will be subject to numerous risks,
including:





o
            competitors
      with greater financial, technical and other resources, in the search for
      and the acquisition of attractive mineral properties;o
            our
      ability to select and acquire suitable producing properties or prospects
      for mineral exploration;o
            the
      accuracy of our reserve estimates, if any, which may be affected by the
      following factors beyond our control:-
      declines in the market price of the various metals we
  mine;-
      increased production or capital costs;-
      reduction in the grade or tonnage of the deposit;-
      increase in the dilution of the ore; or


-
      reduced recovery rates;o
            risks
      and hazards associated with environmental hazards, political and country
      risks, civil unrest or terrorism, industrial accidents, labor disputes,
      unusual or unexpected geologic formations, cave-ins, explosive rock
      failures; and flooding and periodic interruptions due to inclement or
      hazardous weather conditions; ando
            our
      failure to maintain insurance on certain risks associated with any
      exploration activities we may undertake in the
  future.





If we do
begin exploration activities in the future, of which there can be no assurance,
we will be subject to the above risks. If any of the above risks occur, we may
be forced to curtail or abandon our operations and/or exploration and
development activities, if any. As a result, any investment in us could decrease
in value and/or become worthless.





18


THERE
IS UNCERTAINTY AS TO YOUR ABILITY TO ENFORCE CIVIL LIABILITIES BOTH IN AND
OUTSIDE OF THE UNITED STATES DUE TO THE FACT THAT OUR ASSETS ARE NOT LOCATED IN
THE UNITED STATES.





Our
mining property and the majority of our assets are located in Canada. Our
current, limited operations are conducted in Canada. As such, shareholders may
have difficulty enforcing judgments based upon the civil liability provisions of
the securities laws of the Unites States or any state thereof, both in and
outside of the United States.





OUR
PLANNED EXPLORATION AND DEVELOPMENT ACTIVITIES MAY BE ADVERSELY EFFECTED BY
INCLEMENT WEATHER IN AND AROUND OUR CLAIMS.





The
temperatures on our claims can range between a low of 14 degrees
Fahrenheit in the winter to a high of 95 degrees Fahrenheit in the
summer. Snow may be present on the ground from December to April, and this
presence may hamper a year-round exploration and/or development program, and/or
cause us to spend additional resources to heat and/or remove snow from our
operations, if any. Additionally, inclement weather at the airports in and
around our claims may make it more difficult for us to obtain the materials we
will require for any of our planned exploration activities, and/or for our
personnel to visit our claims. As a result, if there is an abnormal amount of
snowfall and/or inclement weather on our claims or particularly bad winter
weather at the airports surrounding our claims, we could be forced to expend
additional finances dealing with such snow on our claims and with the delays
such abnormal snow falls could have on our then operations, if any. The expense
of additional monies could cause our revenues, if any to decline and/or cause us
to curtail or abandon our business operations.





OUR
DETERMINATIONS OF WHETHER OUR PLANNED ACTIVITIES AND ESTIMATES OF POTENTIAL
RESERVES, IF ANY, MAY BE INACCURATE.





We are
currently in the exploration stage. Before we can begin a development project,
if ever, we must first determine whether it is economically feasible to do so.
This determination is based on estimates of several factors,
including:





o
            expected
      recovery rates of metals from the ore;o
            facility
      and equipment costs;o
            capital
      and operating costs of a development project;o
            future
      metals prices;o
            currency
      exchange and repatriation risks;


o
            tax
      rates;o
            inflation
      rates;o
            political
      risks and regulatory climate in Canada; ando
            availability
      of credit.





Any
development projects we may undertake in the future will likely not have an
operating history upon which to base these estimates and as a result, actual
cash operating costs and returns from a development project, if any, may differ
substantially from our estimates. Consequently, it may not be economically
feasible to continue with a development project, if one is started.





19


OUR
PLANNED MINERAL EXPLORATION EFFORTS ARE HIGHLY SPECULATIVE.





Mineral
exploration is highly speculative. It involves many risks and is often
nonproductive. Even if we believe we have found a valuable mineral deposit, it
may be several years before production is possible. During that time, it may
become no longer feasible to produce those minerals for economic, regulatory,
political, or other reasons. Additionally, we may be required to make
substantial capital expenditures and to construct mining and processing
facilities. As a result of these costs and uncertainties, we may be unable to
start, or if started, to finish our exploration activities.





OUR
OPERATIONS, IF ANY, WILL BE SUBJECT TO CURRENCY FLUCTUATIONS.





While we
do not currently have any operations, we believe that our products, if any, will
be sold in world markets in United States dollars. As a result, currency
fluctuations may affect the cash flow we realize from our future operations and
exploration activities, which we plan to conduct in Canada, if any. Foreign
exchange fluctuations may materially adversely affect our financial performance
and results of operations.





OUR
PROPERTY HAS NOT PRODUCED ANY COMMERCIAL RESERVES OR ORE BODY, AND THE
PROBABILITY OF SUCH PROPERTY PRODUCING ANY COMMERCIALLY VIABLE RESERVES IN THE
FUTURE IS REMOTE.





Our
mineral project is in the exploration stage as opposed to the development stage
and we have no known body of economic mineralization. The known mineralization
at these projects has not been determined to be economic ore. Until further
exploration activities can be conducted, there can be no assurance that a
commercially mineable ore body exists on any of our properties. In order to
carry out exploration and development programs of any economic ore body and
place it into commercial production, we will be required to raise substantial
additional funding, and even if we are successful in completing our exploration
activities on our property, we may not be successful in finding commercial
quantities of minerals. Furthermore, the probability of an individual prospect
ever having reserves or being commercially viable is extremely remote. As a
result, there is only a small probability that any of our properties contain any
reserves and that any funds spent on exploration activities will ever be
recovered.





MINING
OPERATIONS IN GENERAL INVOLVE A HIGH DEGREE OF RISK, WHICH WE MAY BE UNABLE, OR
MAY NOT CHOOSE TO INSURE AGAINST, MAKING EXPLORATION AND/OR DEVELOPMENT
ACTIVITIES WE MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY FOR CERTAIN
CLAIMS.





Our
operations are subject to all of the hazards and risks normally encountered in
the exploration, development and production of minerals. These include unusual
and unexpected geological formations, rock falls, flooding and other conditions
involved in the drilling and removal of material, any of which could result in
damage to, or destruction of, mines and other producing facilities, damage to
life or property, environmental damage and possible legal liability. Although we
plan to take adequate precautions to minimize these risks, and risks associated
with equipment failure or failure of retaining dams which may result in
environmental pollution, there can be no assurance that even with our
precautions, damage or loss will not occur and that we will not be subject to
liability which
will have a material adverse effect on our business, results of operation and
financial condition. If this were to happen, we could be forced to curtail or
abandon our business activities.


20





NEVADA
LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF STOCK,
WHICH SHARES MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS AND/OR
HAVE RIGHTS AND PREFERENCES GREATER THAN THE COMMON STOCK SHARES CURRENTLY
OUTSTANDING.





Pursuant
to our Articles of Incorporation, we have 100,000,000 shares of common stock and
20,000,000 shares of preferred stock ("Preferred Stock") authorized. As of the
filing of this report, we have 11,823,250 shares of common stock issued and
outstanding and - 0 - shares of Preferred Stock issued and outstanding. As a
result, our Board of Directors has the ability to issue a large number of
additional shares of common stock without shareholder approval, which if issued
could cause substantial dilution to our then shareholders.




Additionally,
shares of Preferred Stock may be issued by our Board of Directors with voting
powers, and such preferences and relative, participating, optional or other
special rights and powers as determined by our Board of Directors, which may be
greater than the shares of common stock currently outstanding. As a result,
shares of Preferred Stock may be issued by our Board of Directors, which cause
the holders to have super majority voting power over our shares, provide the
holders of the Preferred Stock the right to convert the shares of Preferred
Stock they hold into shares of our common stock, which may cause substantial
dilution to our then common stock shareholders and/or have other rights and
preferences greater than those of our common stock shareholders. Investors
should keep in mind that the Board of Directors has the authority to issue
additional shares of common stock and Preferred Stock, which could cause
substantial dilution to our existing shareholders. Additionally, the dilutive
effect of any Preferred Stock, which we may issue may be exacerbated given the
fact that such Preferred Stock may have super majority voting rights and/or
other rights or preferences which could provide the preferred shareholders with
voting control over us subsequent to this offering and/or provide those holders
the power to prevent or cause a change in control. As a result, the issuance of
shares of common stock and/or Preferred Stock, may cause the value of our
securities to decrease and/or become worthless.





WE
DO NOT CURRENTLY HAVE A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET
FOR OUR SECURITIES IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND
ILLIQUID.





There is
currently no public market for our common stock, although we have been approved
to quote our common stock on the Over-The-Counter Bulletin Board. If there is a
market for our common stock in the future, we anticipate that such market would
be illiquid and would be subject to wide fluctuations in response to several
factors, including, but not limited to:





(1)
            actual
      or anticipated variations in our results of operations;(2)
            our
      ability or inability to generate new revenues;(3)
            increased
      competition;(4)
            conditions
      and trends in the silver and/or copper industries; and(5)
            the
      market for minerals and metals which we may choose to mine
      for.





Furthermore,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.


21





IN
THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE INITIATIVES.





We
anticipate incurring significant legal, accounting and other expenses in
connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. In
particular, for this annual report (and all annual reports moving forward), we
were required to perform system and process evaluation and testing of our
internal controls over financial reporting to allow management to report on the
effectiveness of our internal controls over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act.  For fiscal year 2009, Section
404 will require us to obtain a report from our independent registered public
accounting firm attesting to the assessment made by management.  Our
testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over financial
reporting that are deemed to be material weaknesses. Our compliance with Section
404 will require that we incur substantial accounting expense and expend
significant management efforts. We currently do not have an internal audit
group, and we will need to hire additional accounting and financial staff with
appropriate public company experience and technical accounting knowledge.
Moreover, if we are not able to comply with the requirements of Section 404 in a
timely manner, or if we or our independent registered public accounting firm
identifies deficiencies in our internal controls over financial reporting that
are deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or
other regulatory authorities, which would require additional financial and
management resources.





IF
WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.





Pursuant
to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
of periodic reports with the SEC, any OTCBB issuer which fails to file a
periodic report (Form 10-Q's or 10-K's) by the due date of such report (not
withstanding any extension granted to the issuer by the filing of a Form
12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTCBB. Such removed issuer would not be
re-eligible to be listed on the OTCBB for a period of one-year, during which
time any subsequent late filing would reset the one-year period of de-listing.
If we are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.





INVESTORS
MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
FEDERAL REGULATIONS OF PENNY STOCKS.





Our
common stock will be subject to the requirements of Rule 15(g)9, promulgated
under the Securities Exchange Act as long as the price of our common stock is
below $5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.


In
addition, various state securities laws impose restrictions on transferring
"penny stocks" and as a result, investors in the common stock may have their
ability to sell their shares of the common stock impaired.


22


ITEM 7. FINANCIAL
STATEMENTS





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Suncross
Exploration Company


(an
exploration stage company)


Blaine,
Washington







We have
audited the accompanying consolidated balance sheets of Suncross Exploration
Company (an exploration stage company), as of December 31, 2007 and December 31,
2006 and the related consolidated statements of expenses, cash flows, and
changes in stockholders’ equity (deficit) for the years ended December 31, 2007
and 2006 and the period from November 6, 2004 (Inception) through December 31,
2007. These financial statements are the responsibility of Suncross Exploration
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Suncross Exploration Company is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits 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 Suncross Exploration 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Suncross as of December 31,
2007 and December 31, 2006 and the results of its operations and its cash flows
for the periods described in conformity with accounting principles generally
accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
Suncross will continue as a going concern.  As discussed in Note 3 to
the consolidated financial statements, Suncross suffered recurring losses from
operations, which raises substantial doubt about its ability to continue as a
going concern.  Management’s plans regarding those matters also are
described in Note 3.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.






MALONE
& BAILEY, PC


www.malone-bailey.com


Houston,
Texas


March 13,
2008


F-1








SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)








CONSOLIDATED
FINANCIAL STATEMENTS


December
31, 2007














F-2


SUNCROSS
EXPLORATION COMPANY


(An
Exploration Stage Company)





CONSOLIDATED
BALANCE SHEET





December
      31, 2007
            
            
            December
      31, 2006ASSETSCurrent
      assetsCash
            
            $
            -
            
            
            $
            60,195Prepaid
      expenses
            
            
            -
            
            
            
            10,000Total
      current assets
            
            $
            -
            
            
            $
            70,195LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      liabilitiesBank
      overdraft
            
            $
            2,561
            
            
            $
            -Accounts
      payable and accrued liabilities
            
            
            18,850
            
            
            
            5,600Loan from shareholder
            
            
            354
            
            
            
            175Total
      current liabilities
            
            
            21,765
            
            
            
            5,775Stockholders’
      Equity (Deficit)Preferred
      stock, $.001 par value, 20,000,000 shares authorized:
            
            
            -
            
            
            
            -no
      shares issued and outstandingCommon
      stock, $.001 par value, 100,000,000 shares authorized:11,823,250
      and 12,148,250 2006 shares issued and outstanding,
              Respectively
            
            
            11,823
            
            
            
            12,148Additional
      paid-in capital
            
            
            65,107
            
            
            
            77,782Share
      subscriptions receivable
            
            
            -
            
            
            
            (1,000
            )Deficit
      accumulated during the exploration stage
            
            
            (98,695
            )
            
            
            (24,510
            )Total
      stockholders’ equity (deficit)
            
            
            (21,765
            )
            
            
            64,420Total
      liabilities and stockholders’ equity  (deficit)
            
            $
            -
            
            
            $
            70,195








See
summary of accounting policies and notes to consolidated financial
statements.


F-3


SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)





CONSOLIDATED
STATEMENTS OF EXPENSES











FromNovember
      16,Year
      Ended
            Year
      ended
            2004
      (Inception)December
      31, 2007
            December
      31,2006
            To
      December 31, 2007Operating
      expenses:Exploration
      and development
            $
            2,457
            $
            7,500
            $
            9,957Foreign
      exchange (gain)
            
            (852)
            
            8
            
            (1,127)Geological
      consulting
            
            -
            
            2,041
            
            2,041Mineral
      property acquisition costs
            
            -
            
            6,000
            
            6,000Other
      selling, general and administrative
            
            72,580
            
            6,563
            
            81,824Net
      loss
            $
            (74,185)
            $
            (22,112)
            $
            (98,695)Basic
      and diluted net loss per common share
            $
            (0.01)
            $
            (0.00)Weighted
      Average Number Of Common Shares Outstanding
            
            12,125,305
            
            10,998,266








See
summary of accounting policies and notes to consolidated financial
statements.


F-4


SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)





CONSOLIDATED
STATEMENTS OF CASH FLOWS





FromNovember
      16,Year
      Ended
            Year
      Ended
            2004  (Inception)December
      31, 2007
            December
      31, 2006
            To  December
              31,
      2007CASH FLOWS FROM
      OPERATING ACTIVITIES:Net
      loss
            $
            (74,185)
            $
            (22,112)
            $
            (98,695)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Prepaid
      expenses and other current assets
            
            10,000
            
            -
            
            -Bank
      overdraft
            
            2,561
            
            -
            
            2,526Accounts
      payable and accrued liabilities
            
            3,251
            
            3,500
            
            8,885Net cash used in operating activities
            
            (58,373)
            
            (18,612)
            
            (87,284)CASH FLOWS FROM
      FINANCING ACTIVITES:Proceeds
      from sale of stock
            
            1,000
            
            69,930
            
            89,930Stock
      rescission
            
            (3,000)
            
            -
            
            (3,000)Payments
      on shareholder loan
            
            178
            
            -
            
            354Net
      cash provided by (used in) financing activities
            
            (1,822)
            
            69,930
            
            87,284Net
      change in cash
            
            (60,195)
            
            51,318
            
            -Cash,
      Beginning of Period
            
            60,195
            
            8,877
            
            -Cash,
      End of Period
            $
            -
            $
            60,195
            $
            -Supplemental
      Disclosure of Cash Flow Information:Interest
      paid
            $
            -
            $
            -
            $
            -Income
      taxes paid
            $
            -
            
            -
            
            -








See
summary of accounting policies and notes to consolidated financial
statements.


F-5


SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)





CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT


PERIOD
FROM NOVEMBER 16, 2004 (INCEPTION) TO DECEMBER 31, 2007








DEFICITACCUMULATEDDURING
            TOTALCOMMON
      STOCK
            ADDITIONAL
            STOCK
            EXPLORATION
            STOCKHOLDERS’SHARES
            AMOUNT
            PAID-IN
      CAPITAL
            SUBSCRIPTION
            STAGE
            EQUITYBalances,
      November 16, 2004 (Date of Inception)
            -
            $           -
            $           -
            $            -
            $           -
            $          -Common
      stock subscribed
            10,000,000
            10,000
            -
            (10,000)
            -
            -Net
      loss
            -
            -
            -
            -
            (175)
            (175)Balances,
      December 31, 2004
            10,000,000
            10,000
            -
            (10,000)
            (175)
            (
      175)Common
      stock issued for cash
            400,000
            400
            9,600
            9,000
            -
            19,000Net
      loss
            -
            -
            -
            -
            (2,223)
            (2,223)Balances,
      December 31, 2005
            10,400,000
            10,400
            9,600
            (1,000)
            (2,398)
            16,602Common
      stock issued for cash
            1,748,250
            1,748
            68,182
            -
            -
            69,930Net
      loss
            -
            -
            -
            -
            (22,112)
            (22,112)Balances,
      December 31, 2006
            12,148,250
            12,148
            77,782
            (1,000)
            (24,510)
            64,420Subscription
      received
            
            
            
            1,000
            
            1,000Rescission
      of stock
            (325,000)
            (325)
            (12,675)
            
            
            (13,000)Net
      loss
            
            
            
            
            (75,185)
            (74,185)Balances,
      December 31, 2007
            11,823,250
            $11,823
            $
      65,107
            $           -
            $(98,695)
            $(21,765)














See
summary of accounting policies and notes to consolidated financial
statements.


F-6


SUNCROSS
EXPLORATION COMPANY


(An
Exploration Stage Company)





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 – DESCRIPTION OF
BUSINESS





Nature of
Business.  Suncross Exploration Company (“Suncross”) was
incorporated in the State of Nevada on November 16, 2004.  Suncross is
an Exploration Stage Company as defined by Statement of Financial Accounting
Standard No. 7 Accounting and Reporting by Development Stage Enterprises (“SFAS
7”). Suncross acquired a mineral property located in South Western British
Columbia, seventeen miles north of the Town of Kamloops, Canada and has not yet
determined whether this property contains reserves that are economically
recoverable. The recoverability of property expenditures will be dependent upon
the discovery of economically recoverable reserves, confirmation of Suncross’s
interest in the underlying property, the ability of Suncross to obtain necessary
financing to satisfy the expenditure requirements under the property agreement
and upon future profitable production or proceeds from the sale
thereof.





Since
inception, November 16, 2004, Suncross has been in the exploration phase and has
not yet realized any revenues from its planned operations. Suncross was formed
for the purpose of acquiring exploration and development stage natural resources
properties. Suncross has not commenced business operations.





On April
20, 2007, Suncross created a wholly owned subsidiary, 0788851, Ltd., a British
Columbia, Canada, company.





NOTE 2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





Basis of
presentation.  The consolidated financial statements include
the accounts of company and its wholly-owned subsidiary,
company.  Significant inter-company accounts and transactions have
been eliminated.





Use of
Estimates.  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  While it is
believed that such estimates are reasonable, actual results could differ
significantly from those estimates.





Cash and Cash
Equivalents.  Suncross considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.





Revenue
Recognition.  Suncross recognizes revenue in accordance with
the criteria outlined in the Securities Exchange Commission Staff Accounting
Bulletin No. 104 (“SAB 104”) Revenue Recognition.  Revenues will be
recognized when persuasive evidence of an arrangement exists, services have been
rendered, the sales price is fixed or determinable, and collectibility is
reasonably assured.





Income
taxes.  Suncross recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  Suncross
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.


F-7


Basic and diluted net loss
per share.  Basic and diluted net loss per share calculations
are presented in accordance with Financial Accounting Standards Statement 128,
and are calculated on the basis of the weighted average number of common shares
outstanding during the year. They include the dilutive effect of common stock
equivalents in years with net income. Basic and diluted loss per share are the
same due to the absence of common stock equivalents.





Foreign Currency
Translation.  Suncross’s functional currency is the Canadian
dollar and its reporting currency is the United States dollar. The financial
statements of Suncross are translated to United States dollars in accordance
with Statement of Financial Accounting Standard No. 52 Foreign Currency
Translation (“SFAS 52”). Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination
of income. Suncross has not entered into derivative instruments to offset the
impact of foreign currency fluctuations.





Mineral Properties and
Exploration Costs. Suncross capitalizes acquisition and option costs of
mineral property rights where Suncross believes the properties contain
potentially mineralized material. The amount capitalized represents fair market
value at the time the mineral rights were acquired. The accumulated costs of
acquisition for properties that are developed to the stage of commercial
production will be amortized using the unit-of-production method. Mineral
exploration costs are expensed as incurred.





Environmental Costs.
Environmental expenditures that relate to current operations are charged to
operations or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are charged to operations. Liabilities are
recorded when environmental assessments and/or remedial efforts are probable,
and the cost can be reasonably estimated. Generally, the timing of these
accruals coincides with the earlier of completion of a feasibility study or
Suncross’s commitments to plan of action based on the then known
facts.





Fair Value of Financial
Instruments. Suncross includes fair value information in the notes to
financial statements when the fair value of its financial instruments is
different from the book value. When the book value approximates fair value, no
additional disclosure is made.





Concentration of Credit
Risk. Financial instruments which subject Suncross to concentrations of
credit risk include cash and cash equivalents and accounts receivable. Suncross
maintains its cash in well known banks selected based upon management's
assessment of the banks' financial stability. Balances periodically exceed the
$100,000 federal depository insurance limit; however, Suncross has not
experienced any losses on deposits.





Recently issued accounting
pronouncements.  Suncross does not believe the adoption of
recently issued accounting pronouncement will have an impact on Suncross’s
financial position, results of operations, or cash flows.





F-8





NOTE 3 – GOING
CONCERN





Suncross
has incurred net losses and negative cash flows from operations since
inception.  These conditions raise substantial doubt as to Suncross’s
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if Suncross is unable to continue as a
going concern. To address Suncross’s financial situation, management plans to
raise additional capital through a private placement and public offering of its
common stock.





NOTE 4 – SHAREHOLDERS’
EQUITY


On
November 18, 2004, Suncross received a stock subscription for 10,000,000 common
shares at $0.001 for a total cash requirement of $10,000 from the then President
and Director of Suncross.  At December 31, 2006, $1,000 of the total
cash requirement related to the stock subscription remained
outstanding.  This amount was subsequently collected in April
2007.





On June
1, 2005 Suncross received stock subscriptions for 400,000 common shares at
$0.025 for a total cash requirement of $10,000.   The total cash
requirement was received during fiscal year 2005.





In the
period from March 14, 2006 to December 1, 2006 Suncross received stock
subscriptions for 1,748,250 common shares at $.04 per share for a total cash
requirement of $69,930. The total cash requirement for this subscription was
received during fiscal year 2006.





In the
fourth quarter of 2007, Suncross entered into rescission agreements with
offshore investors who had purchased shares of common stock in the Company’s
2006 offering. Pursuant to the rescission agreements, the Company owes the
investors the total amount of their initial purchase price of their shares, a
total of $13,000 or $0.04 per share, and the Company cancelled the shareholders
outstanding shares. A total of 325,000 shares were cancelled in connection with
the entry into the rescission agreements.  As of December 31, 2007,
$3,000 was paid and $10,000 was owed to investors and this amount was included
in accounts payable and accrued liabilities.





There
were no outstanding stock options or warrants at December 31, 2007.





NOTE 5 – COMMITMENTS AND
CONTINGENCIES





In April
2006, Suncross signed a lease agreement for approximately 132 square feet of
office space in Blaine, Washington. The term of the agreement was for 12 months
with a monthly rental rate of $198. The lease expired in 2007 and as of December
31, 2007, the lease is on a month to month basis.  Rent expense for
the period ended December 31, 2007 and 2006 was $2,456 and $2,048,
respectively.





Suncross
and its mineral property interest are subject to a variety of federal and
provincial regulations governing land use, health, safety and environmental
matters.  Suncross’s management believes it has been in substantial
compliance with all such regulations, and is unaware of any pending action or
proceeding relating to regulatory matters that would affect the financial
position of Suncross.





F-9


NOTE 6 – EXPLORATION AND
DEVELOPMENT AND MINERAL PROPERTIES





Pursuant
to a bill of sale dated May 2, 2006, Suncross purchased a 100% undivided right,
title and interest in a mineral claims known as the Argo Claim, located in South
Western British Columbia, seventeen miles north of the Town of Kamloops, Canada,
for a cash payment of $6,000. This claim covers an area of approximately 453
acres and expires on January 17, 2008. Suncross has not determined whether the
mineral claim contains mineralised material and has consequently written off the
related mineral rights and acquisition costs to operations. Exploration and
development costs were $2,457 and $7,500 for the years ended December 31, 2007
and 2006, respectively, and mineral property costs were $0 and $6,000 for the
years ended December 31, 2007 and 2006, respectively.





NOTE 7 - INCOME
TAXES





Suncross
incurred losses since its inception and, therefore, has not been subject to
federal income taxes.  As of December 31, 2007 and 2006, Suncross had
net operating losses (“NOL”) for income tax purposes of approximately $98,695
and $24,510, respectively.  The NOL expire in various
tax years through 2027.  Due to change of control transactions in
March 2007 and March 2008, the NOL’s are limited by section 382 of the Internal
Revenue Service.





Significant
components of Suncross’s deferred income tax assets at December 31, 2007 are as
follows:





2007
            2006Deferred income tax
      asset
            $33,556
            $8,333Valuation
    allowance
            (33,556)
            (8,333)Net deferred tax
      assets
            $         -
            $         -








NOTE 8 – SUBSEQUENT
EVENTS





In March
2008, the majority shareholder of Suncross sold control of Suncross to a family
member in a private transaction.










F-10


ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  None.




ITEM 8A. CONTROLS AND
PROCEDURES





(a)
Evaluation of disclosure controls and procedures. Our Chief Executive Officer
and Principal Financial Officer, after evaluating the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
this Annual Report on Form 10-KSB (the "Evaluation Date"), has concluded that as
of the Evaluation Date, our disclosure controls and procedures are effective to
provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Principal Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.





This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
Company’s registered public accounting firm due to a transition period
established by the rules of the Securities and Exchange Commission for newly
public companies.





(b)
Changes in internal control over financial reporting. There were no changes in
our internal control over financial reporting during our most recent fiscal
quarter that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.





ITEM 8B. OTHER
INFORMATION.




None.





23


PART
III




ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT.





The
following table sets forth the name, age and position of each of our directors
and executive officers. There are no other persons who can be classified as a
promoter or controlling person of us. Our officers and directors are as
follows:





Name
            
            Age
            
            PositionHugh
      Downing
            
            64
            
            Chief
      Executive Officer,Chief
      Financial Officer,Secretary,
      Treasurer andDirector





Hugh
Downing


Chief
Executive Officer, Chief Financial Officer, Secretary, Treasurer and
Director





Ms.
Downing was appointed as our Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director on March 5, 2008. Since September 2003, Hugh
Downing has served as professor and head of the English department at the
Catholic University, Santa Rosa de Copan in Honduras.  From 2003 to
present, Mr. Downing has also been a sole proprietor of Hondulink, an
import-export business operating principally between Central and North
America.  Mr. Downing led a full military career in the Canadian Army
and retired as a commissioned officer.  He holds an Honours Arts
Degree from the Royal Military College of Canada in 1978.





Other
than the work experience listed above, Ms. Downing has no previous history as an
officer or Director of a mining company or any publicly traded companies or
businesses (see the Risk Factor entitled "Our Chief Executive Officer Lacks
Technical And/Or Exploration Experience In And With Companies With Mining
Activities And With Publicly Traded Companies," above).





Ms. Valda
Downing, the former Chief Executive Officer and Director of the Company, is the
sister of Mr. Hugh Downing and the uncle of our former Vice President, Karl
Antonius. Our Directors are elected annually and hold office until our next
annual meeting of the shareholders and until their successors are elected and
qualified. Officers will hold their positions at the pleasure of the Board of
Directors, absent any employment agreement. Our officers and Directors may
receive compensation as determined by us from time to time by vote of the Board
of Directors. Such compensation might be in the form of stock options. Directors
may be reimbursed by the Company for expenses incurred in attending meetings of
the Board of Directors. Vacancies in the Board are filled by majority vote of
the remaining directors.





24


ITEM 10. EXECUTIVE
COMPENSATION.





Summary Compensation
Table





The
Summary Compensation Table below reflects those amounts received as compensation
by the executive officers of the Company during the fiscal years ended December
31, 2007, 2006, and 2005.   The Company presently has no pension,
health, annuity, insurance, or similar benefit plans.





OtherYear
              
              
              
              
              Annual
              
              TotalName
      & Principal
              
              Ended
              
              
              
              
              Compen-
              
              Compen-Position
              
              December
      31
              
              Salary
      ($)
              
              Bonus
      ($)
              sation
              
              sationHugh
      downing
              
              2007
              
              $ -
      0 -
              
              $ -
      0 -
              $ -
      0 -
              
              $ -
      0 -CEO,
      CFO, Secretary, Treasurer and Director (3)Valda
      Downing
              
              2007
              
              $ -
      0 -
              
              $ -
      0 -
              $ -
      0 -
              
              $ -
      0 -Former
      CEO, CFO, Secretary, Treasurer and Director (2) (3)
              
              2006
              
              $ -
      0 -
              
              $ -
      0 -
              $ -
      0 -
              
              $ -
      0 -Karl
      Antonius
              
              2007
              
              $ -
      0 -
              
              $ -
      0 -
              $ -
      0 -
              
              $ -
      0 -Former
      VP, CEO, CFO, Secretary, Treasurer and Director; Former VP (2)
      (3)
              
              2006
                2005
              
              $ -
      0 -
                $
      - 0 -
              
              $ -
      0 -
                $ - 0 -
              $ -
      0 -
                $
      - 0 -
              
              $ -
      0 -
                $ -
      0 -


* Does
not include perquisites and other personal benefits in amounts less than 10% of
the total annual salary and other compensation. Other than the individual listed
above, we had no executive employees or Directors during the years listed
above.





(1) No
Executive Officer received any bonus, restricted stock awards, options,
non-equity incentive plan compensation, or nonqualified deferred compensation
earnings nor any other material compensation during the last three fiscal years,
and no salaries are being accrued.





(2) Ms.
Downing was appointed as our Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer on December 11, 2006, when Karl Antonius resigned as our
Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and
Director. On December 11, 2006, Mr. Antonius was appointed as a Vice President
of the Company, a position which he held until March 5, 2008, as described
below.





(3) Hugh
Downing was appointed as our Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary and Director on March 5, 2008, when Valda Downing resigned
as our Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary
and Director and Karl Antonius resigned as our Vice President. Mr. Downing does
not have an employment agreement with us.





COMPENSATION
DISCUSSION AND ANALYSIS





Director
Compensation





No member
of our Board of Directors has ever received any compensation; however, the Board
of Directors reserves the right in the future to award the members of the Board
of Directors cash or stock based
consideration for their services to the Company, which awards, if granted shall
be in the sole determination of the Board of Directors.


25





Executive
Compensation Philosophy





Our Board
of Directors, consisting solely of Hugh Downing, determines the compensation
given to our executive officers in his sole determination. As our executive
officers currently draw no compensation from us, we do not currently have any
executive compensation program in place. Although we have not to date, our Board
of Directors also reserves the right to pay our executives a salary, and/or
issue them shares of common stock in consideration for services rendered and/or
to award incentive bonuses which are linked to our performance, as well as to
the individual executive officer’s performance. This package may also include
long-term stock based compensation to certain executives which is intended to
align the performance of our executives with our long-term business strategies.
Additionally, while our Board of Directors has not granted any performance base
stock options to date, the Board of Directors reserves the right to grant such
options in the future, if the Board in its sole determination believes such
grants would be in the best interests of the Company.





Incentive
Bonus





The Board
of Directors may grant incentive bonuses to our executive officers in its sole
discretion, if the Board of Directors believes such bonuses are in the Company’s
best interest, after analyzing our current business objectives and growth, if
any, and the amount of revenue we are able to generate each month, which revenue
is a direct result of the actions and ability of such executives.





As of the
date of this filing, no executive officers or Director holds any outstanding
options to purchase shares of common stock in the Company, nor were there any
outstanding options to purchase shares in the common stock of the Company as of
the filing of this report.





Long-term,
Stock Based Compensation





In order
to attract, retain and motivate executive talent necessary to support the
Company’s long-term business strategy we may award certain executives with
long-term, stock-based compensation in the future, in the sole discretion of our
Board of Directors, which we do not currently have any immediate plans to
award.




Criteria
for Compensation Levels





The
Company seeks to attract and retain qualified executives and employees able to
positively contribute to the success of the Company for the benefit of its
various stakeholders, the most important of which is its shareholders, but also
including its officers, employees, and the communities in which the Company
operates.




The Board
of Directors (in establishing compensation levels for the Company’s Chief
Executive Officer, if any) and the Company (in establishing compensation levels
for other executives, if any) may consider many factors, including, but not
limited to, the individual’s abilities and performance that results in: the
advancement of corporate goals of the Company, execution of the Company’s
business strategies, contributions to positive financial results, and
contributions to the development of the management team and other employees. In
determining compensation levels, the Board of Directors may also consider the
experience level of each particular individual and/or the compensation level of
executives in similarly situated companies in our industry.




Compensation
levels for executive officers are generally reviewed annually, but may be
reviewed more often as deemed appropriate.


26




Compensation
Philosophy and Strategy




In
addition to the “Criteria for Compensation Levels” set forth above, the Company
has a “Compensation Philosophy” for all employees of the Company (set forth
below), and a “Compensation Strategy for Key Management Personnel” (set forth
below), a substantial portion of which also applies to all employees of the
Company.




Compensation
Philosophy




The
Company’s compensation philosophy is as follows:




•
            The
      Company believes that compensation is an integral component of its overall
      business and human resource strategies. The Company’s compensation plans
      will strive to promote the hiring and retention of personnel necessary to
      execute the Company’s business strategies and achieve its business
      objectives.




•
            The
      Company’s compensation plans will be strategy-focused, competitive, and
      recognize and reward individual and group contributions and results. The
      Company’s compensation plans will strive to promote an alignment of the
      interests of employees with the interests of the shareholders by having a
      portion of compensation based on financial results and actions that will
      generate future shareholder value.




•
            In
      order to reward financial performance over time, the Company’s
      compensation programs generally will consist of base compensation, and may
      also consist of short-term variable incentives and long-term variable
      incentives, as appropriate.




•
            The
      Company’s compensation plans will be administered consistently and fairly
      to promote equal opportunities for the Company’s
  employees.




ITEM 11. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





The
following table provides the names and addresses of each person known to own
directly or beneficially more than a 5% of the outstanding common stock (as
determined in accordance with Rule 13d-3 under the Exchange Act) as of March 11,
2008 and by our officers and director, individually and as a group. Except as
otherwise indicated, all shares are owned directly.








Name
      and Address of
              Beneficial
      Owner
            Shares
            Percent(1)Hugh
      Downing
              Chief
      Executive Officer, Chief Financial Officer, Treasurer, Secretary and
      Director
              435
      Martin Street,
              Suite
      3150
              Blaine,
      Washington 98230
            10,330,000(2)
            87.4%All
      officers and Directors as a group (1 person)
            10,330,000(2)
            87.4%




(1) Based
on 11,823,250 shares of common stock outstanding as of March 11,
2008.


(2)
Includes 10,152,500 shares held in the name of Hugh Downing and 177,500 held by
Mr. Downing’s wife, which shares Mr. Downing is deemed to beneficially
own.





27


ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS




The
following “Certain Relationships and Related Transactions” represent material
transactions in which any related person had or will have a direct or indirect
material interest, which are known to the Company’s current management
team.  There may however be various other material transactions
regarding the Company which the Company’s current management is not aware
of.





On
November 18, 2004, we issued 10,000,000 shares of common stock to our then Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
Karl Antonius in consideration for $10,000 (or $0.001 per share).





On
December 11, 2006, Karl Antonius resigned as Chief Executive Officer, Chief
Financial Officer, Treasurer, and Secretary and as a Director of the Company and
Valda Downing, his mother, was appointed as our Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer and Director.  Additionally on
December 11, 2006, Mr. Antonius was appointed as a Vice President of the
Company.





In
February 2007, Mr. Antonius sold 5,500,000 of the shares which he held in the
Company in a private transaction to Valda Downing, his Mother, pursuant to a
Stock Purchase Agreement, for aggregate consideration of $5,500 or $0.001 per
share.





On March
5, 2008, Ms. Downing, and Mr. Antonius, entered into a Stock Purchase Agreement
with Hugh Downing, Ms. Downing’s brother and Mr. Antonius’
uncle.  Pursuant to this agreement, Mr. Downing purchased 5,500,000
shares of the Company's common stock from Ms. Downing and 4,500,000 shares of
the Company’s common stock from Mr. Antonius, for an aggregate of 10,000,000
shares for $10,000 or $0.001 per share.  As a result, Mr. Downing
obtained majority voting control over the Company.





In
connection with the Stock Purchase Agreement, Valda Downing resigned as the
Company's Chief Executive Officer, President, Principal Accounting Officer,
Treasurer, Secretary and sole Director, and Mr. Downing was appointed as the
Company's Chief Executive Officer, President, Principal Accounting Officer,
Treasurer, Secretary and sole Director.  Mr. Antonius also resigned as
the Company’s Vice President.





ITEM 13.
EXHIBITS




A)           THE
EXHIBITS LISTED BELOW ARE FILED AS PART OF THIS ANNUAL REPORT.





3.1(1)
            Articles
      of Incorporation3.2(2)
            Amended
      and Restated Articles of Incorporation3.3(1)
            Amended
      and Restated Bylaws5.1(1)
            Opinion
      and consent of The Loev Law Firm, PC re: the legality of the shares being
      registered10.1(1)
            Argo
      Claim transfer documentation10.2(1)
            Invoice
      for Work Performed by Diamond S Holdings Ltd.10.3(1)
            Stock
      Purchase Agreement (Karl Antonius and Valda
  Downing)





28





10.4(3)
            Stock
      Purchase Agreement (Hugh Downing, Karl Antonius and Valda
      Downing)31*
            Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232*
            Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





* Filed
herein.





(1) Filed
as an exhibit to our Form SB-2 Registration Statement filed with the Commission
on July 16, 2007, an incorporated herein by reference.





(2) Filed
as an exhibit to our Form 10-QSB, filed with the Commission on August 14, 2007,
and incorporated herein by reference.





(3) Filed
as an exhibit to our Form 8-K, filed with the Commission on March 14, 2008, and
incorporated herein by reference.





B)
REPORTS ON FORM 8-K





We did
not file any reports on Form 8-K during the period covered by this
report.





On March
14, 2008 we filed a report on Form 8-K describing the Stock Purchase Agreement
between Hugh Downing, Valda Downing and Karl Antonius, as described in greater
detail above. The Form 8-K also describes that in connection with the Stock
Purchase Agreement, Valda Downing resigned as the Company's Chief Executive
Officer, President, Principal Accounting Officer, Treasurer, Secretary and sole
Director, and Mr. Downing was appointed as the Company's Chief Executive
Officer, President, Principal Accounting Officer, Treasurer, Secretary and sole
Director and that Mr. Antonius resigned as the Company’s Vice
President.





ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.




AUDIT
FEES




During
the fiscal year ended December 31, 2007, the Company incurred approximately
$14,500  in fees to its principal independent accountant for
professional services rendered in connection with preparation and audit of the
Company's financial statements for fiscal year ended December 31, 2007 and for
the review of the Company's unaudited quarterly financial statements as filed in
the Company’s reports on Form 10-QSB for the year ended December 31,
2007.





During
the fiscal year ended December 31, 2006, the Company incurred approximately
$4,000 in fees to its principal independent accountants for professional
services rendered in connection with preparation and audit of the Company's
financial statements for fiscal year ended December 31, 2006 and for the review
of the Company's unaudited quarterly financial statements as filed in the
Company’s reports on Form 10-QSB for the year ended December 31,
2006.





AUDIT
RELATED FEES




None.




TAX
FEES


29




None.




ALL
OTHER FEES




None.








30


SIGNATURES





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





SUNCROSS
      EXPLORATION CORPORATIONDATED:
      March 20, 2008
            By:/s/ Hugh
      DowningHugh
      DowningChief
      Executive Officer (Principal Executive Officer)and
      Chief Financial Officer (Principal Accounting
  Officer)





31