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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO 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 333-132547

BIG BEAR MINING CORP.(Name
of small business issuer in its charter)

|Nevada                                                               | 20-4350483                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|1728 Yew Street, Suite 8, Vancouver, BC                              | V6K 3E9                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number (604) 376-7468

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | N/A                                      

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

Common Shares, par value $0.001(Title of
class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

There is no public trading market for our common shares in the
United States or elsewhere. Based on the last sale price of our shares of $0.10,
our aggregate market value is $277,900.

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

2,779,000 common shares issued and outstanding as of March
31, 2008.

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

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

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PART I

Item 1. Description of Business.

This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and
"Big Bear" mean Big Bear Mining Corp., unless otherwise indicated.

Corporate History

We were incorporated in the State of Nevada on April 14, 2005.
We are engaged in the acquisition and exploration of mining properties. We
maintain our statutory registered agent's office at Suite 304-2470 St. Rose
Pkwy, Henderson, Nevada 89074 and our business office is located at 1728 Yew
Street, Suite 8., Vancouver, British Columbia V6K 3E9.

Other than as set out herein, we have not been involved in any
bankruptcy, receivership or similar proceedings, nor have we been a party to any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of our business.

Our Current Business

We are an exploration stage resource company, and are primarily
engaged in the exploration for and development in the properties in which we
have acquired interests.

We will be engaged in the acquisition, and exploration of
mineral properties with a view to exploiting any mineral deposits we discover
that demonstrate economic feasibility. In British Columbia we are registered to
do business under the name Big Thunder Mining Corp. We acquired a 100% undivided
right, title and interest in and one mineral claim comprising 500 hectares
located 145 kilometers west of Prince George, British Columbia, Canada. In order
to acquire the claims, our President, Aaron Hall staked the claims in December
2005. On February 20, 2006 we reimbursed Mr. Hall for the purchase.

Our plan of operation is to determine whether the mineral
claims contain reserves of gold, silver and/or copper that are economically
recoverable. The recoverability of amounts from the property will be dependent
upon the discovery of economically recoverable reserves, confirmation of
necessary financing to satisfy the expenditure requirements under the property
agreement and to complete the development of the property and upon future
profitable production or proceeds for the sale thereof.

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Even if we complete our proposed exploration programs on the
property and we are successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

The Holy Cross Property is located approximately 145 kilometers
west of Prince George, British Columbia within the Omineca Mining Division which
lies in the Interior Plateau region of central British Columbia. The property
consists of 500 hectares centered over a small hill at 53o 47.5'
north latitude, 124o 58' west longtitude, between Bentzi Lake and
Holy Cross Mountain.

Access to the mineral claim is provided by a network of logging
roads connected to Highway 16 east of Fraser Lake, British Columbia. After
traveling 38 kilometers on the Holy Cross Forest Service Road, a turn off road
leads to the Holy Cross Property. The mineral claim covers an area of logged and
forested hillsides ranging in elevation from 1150 to 1400 meters. The hills are
drained by small streams.

The Holy Cross property was discovered in 1987 by Noranda
Exploration Company. The original claims were staked after rock samples
collected from a rhyolite dome returned anomalous concentrations of gold.
Noranda explored the property in 1988 and 1989 using extensive soil sampling,
geological mapping, trenching and geophysical surveys. The property was also
staked by Kennecott Canada and Cogema Resources in 1994 resulting in a claim
dispute with Noranda. Prior to conceding the ground, Kennecott conducted
geological mapping and geochemical surveys. During October 1994, Cogema
Resources conducted reconnaissance soil and rock sampling. A portion of the
property was optioned to Phelps Dodge Corporation of Canada in 1995 who
conducted some additional geochemical surveys and geological mapping. The area
of the Holy Cross Property covering the key showings lapsed in 1999. A portion
of the property was staked in February 2000 and lapsed in February
2005.Geochemical sampling consists of the gathering of samples from property
areas with the most potential to host economically significant mineralization
based on past exploration results. All samples gathered are normally sent to a
laboratory where they are crushed and analyzed for metal content.

Geological mapping involves dividing a portion of the property
being explored into small sections. Results are then recorded, or mapped,
depending on that area of the grid from which samples are taken. Trenching
identifies the continuity and extent of mineralization, if any, below the
surface.

We intend to formulate an exploration program based on the
various data we have reviewed.

Our exploration program is designed to economically explore and
evaluate the properties.

Product Research and Development

Our business plan is focused on the long-term exploration and
development of our mineral properties.

We do not anticipate that we will expend any significant funds
on research and development over the next twelve months ending December 31,
2007.

Employees

Currently there are no full time or part-time employees of our
company (other than our directors and officer who, at present, have not signed
employment or consulting agreements with us). We do not expect any material
changes in the number of employees over the next 12 month period (although we
may enter into employment or consulting agreements with our officer or
directors). We do and will continue to outsource contract employment as needed.
However, if we are successful in our initial and any subsequent drilling
programs we may retain additional employees.

Purchase or Sale of Equipment

We do not intend to purchase any significant equipment over the
next twelve months ending December 31, 2007.

Competition

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The gold mining industry is fragmented. We compete with other
exploration companies looking for gold. We are one of the smallest exploration
companies in existence. We are an infinitely small participant in the gold
mining market. While we compete with other exploration companies, there is no
competition for the exploration or removal of minerals from our property.
Readily available gold markets exist in Canada and around the world for the sale
of gold.

We may not have access to all of the supplies and materials we
need to begin exploration that could cause us to delay or suspend operations.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as explosives, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. We have not attempted to locate or negotiate with any suppliers of
products, equipment or materials. We will attempt to locate products, equipment
and materials after this offering is complete. If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.

Government Regulations and Supervision

Our mineral exploration program is subject to the Mineral
Tenure Act(British Columbia) and Regulation. This act sets forth rules for

Locating claims

Posting claims

Working claims

Reporting work performed

The Mineral Tenure Act(British Columbia) and Regulation
also governs the work requirements for a claim including the minimum annual work
requirements necessary to maintain a claim. The holder of a mineral claim must
perform exploration and development work on the claim of $100 in each of the
first three years and $200 in the eighth and subsequent years.

We are also subject to the British Columbia Mineral
Exploration Code (the "Code") that tells us how and where we can
explore for minerals. We must comply with these laws to operate our business.
The purpose of the Codeis to assist persons who wish to explore for
minerals in British Columbia to understand the process whereby exploration
activities are permitted and regulated. The Codeestablishes province
wide standards for mineral exploration and development activities. The Codealso manages and administers exploration and development activities to
ensure maximum extraction with a minimum of environmental disturbance. The
Codedoes not apply to certain exploration work we will be conducting.
Specifically, work that does not involve mechanical disturbance of the surface
including:

Prospecting using hand-held tools

Geological and geochemical surveying

Airborne geophysical surveying

Hand-trenching without the use of
explosives

The establishment of gridlines that do
not require the felling of trees

Exploration activities that we intend on carrying out which are
subject to the provisions of the Code are as follows:

Drilling, trenching and excavating
using machinery

Disturbance of the ground by
mechanical means

Compliance with these rules and regulations will require us to
meet the minimum annual work requirements. Also, prior to proceeding with any
exploration work subject to the Code we must apply for a notice of work
permit. In this

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notice we will be required to set out the location, nature,
extent and duration of the proposed exploration activities. The notice is
submitted to the regional office of the Mines Branch, Energy Division.

We currently do not have any pending applications for
government approval of our exploration program. We only require one permit for
exploration and we have not yet applied for it since it is not required until
later stages of exploration (i.e. drilling). We estimate that this exploration
permit can be obtained within 2 weeks.

Environmental Law

The Code deals with environmental matters relating to the
exploration and development of mining properties. The goal of this Act is to
protect the environment through a series of regulations affecting:

1. Health and Safety

2. Archaeological Sites

3. Exploration Access

We are responsible to provide a safe working environment, to
not disrupt archaeological sites, and to conduct our activities to prevent
unnecessary damage to the property.

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

We are in compliance with the Mineral Tenure Act
(British Columbia) and the Codewill continue to comply with these
regulations in the future. We believe that compliance with these regulations
will not adversely affect our business operations in the future.

There is no requirement to reclaim the mineral claims after we
have completed our exploration program. However, a claim must be maintained by
performing an annual work requirement or by payment of cash in lieu of work. The
minimum amount of exploration and development work on the claim must be $100 per
claim in each of the first three years and $200 in the eighth and subsequent
years. Provided we meet the minimum annual work requirements or pay cash in lieu
of work we will maintain the claims in good standing.

RISK FACTORS

Much of the information included in this current report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

We need to continue as a going concern if
our business is to succeed, if we do not we will go out of business.

Our independent accountant's report to our audited financial
statements for the period ended December 31, 2007 indicates that there are a
number of factors that raise substantial doubt about our ability to continue as
a going concern. Such factors identified in the report are our accumulated
deficit since inception, our failure to attain

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profitable operations and our dependence upon adequate
financing to pay our liabilities. If we are not able to continue as a going
concern, it is likely investors will lose their investments.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The expenditures to be made by us in
the exploration of the mineral claim may not result in the discovery of mineral
deposits. Problems such as unusual or unexpected formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration
efforts. If the results of our exploration do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for
new exploration. The acquisition of additional claims will be dependent upon us
possessing capital resources at the time in order to purchase such claims. If no
funding is available, we may be forced to abandon our operations.

If we do not obtain additional financing, our business
will fail.

Our current operating funds are less than necessary to complete
all intended exploration of the property, and therefore we will need to obtain
additional financing in order to complete our business plan. As of December 31,
2007 we had cash in the amount of $19,635. We currently have minimal operations
and we have no income.

Our business plan calls for significant expenses in connection
with the exploration of the property. We do not currently have sufficient funds
to conduct initial exploration on the property and require additional financing
in order to determine whether the property contains economic mineralization. We
will also require additional financing if the costs of the exploration of the
property are greater than anticipated.

We will require additional financing to sustain our business
operations if we are not successful in earning revenues once exploration is
complete. We do not currently have any arrangements for financing and we can
provide no assurance to investors that we will be able to find such financing if
required. Obtaining additional financing would be subject to a number of
factors, including the market prices for copper, silver and gold, investor
acceptance of our property and general market conditions. These factors may make
the timing, amount, terms or conditions of additional financing unavailable to
us.

The most likely source of future funds presently available to
us is through the sale of equity capital. Any sale of share capital will result
in dilution to existing shareholders. The only other anticipated alternative for
the financing of further exploration would be our sale of a partial interest in
the property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.

Because we have commenced limited business operations, we
face a high risk of business failure.

Although we are preparing to commence exploration on the
property in the summer of 2008, we have not yet commenced exploration on the
property. Accordingly, we have no way to evaluate the likelihood that our
business will be successful. We were incorporated on April 14, 2005 and have
been involved primarily in organizational activities and the acquisition of our
mineral property. We have not earned any revenues as of the date of this
prospectus.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from
development of the mineral claims and the production of minerals from the
claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the
  likelihood that we will prove successful, and we can provide investors with
  no assurance that we will generate any operating revenues or ever achieve profitable
  operations. If we are unsuccessful in addressing these risks, our business will
  most likely fail.

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We lack an operating history and we expect to have losses
  in the future.

We have not started our proposed business operations or
realized any revenues. We have no operating history upon which an evaluation of
our future success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon the following:

- Our ability to locate a profitable mineral property;
- Our ability to generate revenues; and
- Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses
in future periods. This will happen because there are expenses associated with
the research and exploration of our mineral properties. We cannot guarantee that
we will be successful in generating revenues in the future. Failure to generate
revenues will cause us to go out of business.

We have no known ore reserves and we cannot guarantee we
will find any gold or if we find gold, that production will be profitable. Even
if we are successful in discovering gold or other mineralized material we may
not be able to realize a profit from its sale. If we cannot make a profit, we
may have to cease operations.

We have no known ore reserves. We have not identified any gold
on the mineral claims and we cannot guarantee that we will ever find any gold.
The report we reviewed in selecting the mineral claims for exploration are old
and may be out of date. Even if we find that there is gold on our mineral
claims, we cannot guarantee that we will be able to recover the gold. If we
cannot find gold or it is not economical to recover the gold, we will have to
cease operations.

Because of the inherent dangers involved in
mineral exploration, there is a risk that we may incur liability or damages as
we conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. The payment of such liabilities may have a
material adverse effect on our financial position.

Because we are small and do not have much capital, we
must limit our exploration and consequently may not find mineralized material.
If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must
limit our exploration. Because we may have to limit our exploration, we may not
find mineralized material, although our mineral claims may contain mineralized
material. If we do not find mineralized material, we will cease operations.

If we become subject to onerous government regulation or
other legal uncertainties, our business will be negatively affected.

There are several governmental regulations that materially
restrict mineral property exploration and development. Under British Columbia
mining law, to engage in certain types of exploration will require work permits,
the posting of bonds, and the performance of remediation work for any physical
disturbance to the land. While these current laws do not affect our current
exploration plans, if we proceed to commence drilling operations on the mineral
claims, we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains
to the exploration of ore is uncertain and may change. Uncertainty and new
regulations could increase our costs of doing business and prevent us from
exploring for ore deposits. The growth of demand for ore may also be
significantly slowed. This could delay growth in potential demand for and limit
our ability to generate revenues. In addition to new laws and regulations being
adopted, existing laws may be applied to mining that have not as yet been
applied. These new laws may increase our cost of doing business with the result
that our financial condition and operating results may be harmed.

We may not have access to all of the supplies and
materials we need to begin exploration that could cause us to delay or suspend
operations.

Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such as
explosives, and certain equipment such as bulldozers and excavators that we
might need to conduct

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exploration. We have not attempted to locate or negotiate with
any suppliers of products, equipment or materials. We will attempt to locate
products, equipment and materials after this offering is complete. If we cannot
find the products and equipment we need, we will have to suspend our exploration
plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of
mineral properties, there is no assurance that our exploration activities will
result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue exploration on our British Columbia mineral
claims. The search for valuable minerals as a business is extremely risky. We
can provide investors with no assurance that additional exploration on our
properties will establish that additional commercially exploitable reserves of
gold exist on our properties Problems such as unusual or unexpected geological
formations or other variable conditions are involved in exploration and often
result in exploration efforts being unsuccessful. The additional potential
problems include, but are not limited to, unanticipated problems relating to
exploration and attendant additional costs and expenses that may exceed current
estimates. These risks may result in us being unable to establish the presence
of additional commercial quantities of ore on our mineral claims with the result
that our ability to fund future exploration activities may be impeded.

Because the SEC imposes additional sales practice
requirements on brokers who deal in our shares that are penny stocks, some
brokers may be unwilling to trade them. This means that you may have difficulty
in reselling your shares and may cause the price of the shares to
decline.

Our shares qualify as penny stocks and are covered by Section
15(g) of the Securities Exchange Act of 1934, which imposes additional sales
practice requirements on broker/dealers who sell our securities in this offering
or in the aftermarket. In particular, prior to selling a penny stock,
broker/dealers must give the prospective customer a risk disclosure document
that: contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading; contains a
description of the broker/dealers' duties to the customer and of the rights and
remedies available to the customer with respect to violations of such duties or
other requirements of Federal securities laws; contains a brief, clear,
narrative description of a dealer market, including "bid" and "ask" prices for
penny stocks and the significance of the spread between the bid and ask prices;
contains the toll free telephone number for inquiries on disciplinary actions
established pursuant to section 15(A)(i); defines significant terms used in the
disclosure document or in the conduct of trading in penny stocks; and contains
such other information, and is in such form (including language, type size, and
format), as the SEC requires by rule or regulation. Further, for sales of our
securities, the broker/dealer must make a special suitability determination and
receive from you a written agreement before making a sale to you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of the shares to decline.

We have no known ore reserves and we cannot guarantee we
will find any gold or if we find gold, that production will be profitable.

We have no known ore reserves. We have not identified any gold
on the property and we cannot guarantee that we will ever find any gold. We did
not rely upon any expert advice in selecting the property for the exploration.
Even if we find that there is gold on our property, we cannot guarantee that we
will be able to recover the gold. Even if we recover the gold, we cannot
guarantee that we will make a profit. If we cannot find gold or it is not
economical to recover the gold, we will have to cease operations.

Rain and snow may make the road leading to our property
impassable. This will delay our proposed exploration operations and could
prevent us from working.

While we plan to conduct our exploration year round, it is
possible that snow or rain could cause roads leading to our claims to be
impassable. When roads are impassable, we are unable to work.

Because we are small and do not have much capital, we
must limit our exploration and consequently may not find mineralized material.
If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must
limit our exploration. Because we may have to limit our exploration, we may not
find mineralized material, although our property may contain mineralized
material. If we do not find mineralized material, we will cease operations.

As we face intense competition in the mining industry, we

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will have to compete with our competitors for financing
and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its
phases. Competition includes large established mining companies with substantial
capabilities and with greater financial and technical resources than we have. As
a result of this competition, we may be unable to acquire additional attractive
mining claims or financing on terms we consider acceptable. We also compete with
other mining companies in the recruitment and retention of qualified managerial
and technical employees. If we are unable to successfully compete for financing
or for qualified employees, our exploration and development programs may be
slowed down or suspended.

Trading of our stock may be restricted by the SEC's Penny
Stock Regulations which may limit a stockholder's ability to buy and sell our
stock.

The U.S. Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.

We do not expect to declare or pay any
dividends.

We have not declared or paid any dividends on our common stock
since our inception, and we do not anticipate paying any such dividends for the
foreseeable future.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any
anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
there is no deterrent for a take-over of our company, which may result in a
change in our management and directors.

Our By-laws contain provisions indemnifying our officer
and directors against all costs, charges and expenses incurred by
them.

Our By-laws contain provisions with respect to the
indemnification of our officer and directors against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgement,
actually and reasonably incurred by him, including an amount paid to settle an
action or satisfy a judgement in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of his being or having been one
of our directors or officer.

Volatility of Stock Price.

Our common shares are not currently publicly traded. In the
future, the trading price of our common shares may be subject to wide
fluctuations. Trading prices of the common shares may fluctuate in response to a
number of factors, many of which will be beyond our control. In addition, the
stock market in general, and the market for software

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- 9 -

technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of such companies. Market and industry factors may
adversely affect the market price of the common shares, regardless of our
operating performance.

In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs and a diversion of management's attention and resources.

Item 2. Description of Property.

Our administrative mailing office is located at 1728 Yew
Street. #8, Vancouver, British Columbia and our telephone number is (604)
376-7468.

We will be engaged in the acquisition, and exploration of
mineral properties with a view to exploiting any mineral deposits we discover
that demonstrate economic feasibility. In British Columbia we are registered to
do business under the name Big Thunder Mining Corp. We acquired a 100% undivided
right, title and interest in and one mineral claim comprising 500 hectares
located 145 kilometers west of Prince George, British Columbia, Canada.

In order to acquire the claims, our President, Aaron Hall
staked the claims in December 2005. On February 20, 2006 we reimbursed Mr. Hall
for the purchase.

Holy Cross Mineral Property Purchase Agreement

In December 2005, Mr. Aaron Hall, our President, acquired a
mineral claim comprising 500 hectares located 145 kilometers west of Prince
George, British Columbia, Canada. Mr. Hall as a licenced free miner staked the
claims on our behalf. On February 20, 2006, we reimbursed Mr. Hall $1,000 for
the Holy Cross Property.

Title to the Holy Cross Property

The Holy Cross Property consists of one mineral claim totaling
500 hectares. A "mineral claim" refers to a specific section of land over which
a title holder owns rights to exploration to ground. Such rights may be
transferred or held in trust. The claim comprising the Holy Cross property are
registered 100% in the name of our President, Aaron Hall. The claims have been
transferred to us by Mr. Hall. This claim will only be valid as long as we spend
a minimum of $880 in exploration work each year. Alternatively, we may pay the
same amount per claims in cash to the British Columbia government in order to
maintain the claims in good standing.

If Aaron Hall, as trustee becomes bankrupt or transfers the
claims to a third party, we may incur significant legal expenses in enforcing
our interest in the claims in British Columbia courts.

The registration of the claims in the name of a trustee does
not impact a third party's ability to commence an action against us respecting
the Holy Cross property or to seize the claims after obtaining judgment.

Location and Access and Property Description

(1) The Holy Cross Property is located approximately 145
kilometers west of Prince George, British Columbia within the Omineca Mining
Division which lies in the Interior Plateau region of central British Columbia.
The property consists of 500 hectares centered over a small hill at
53o 47.5' north latitude, 124o 58' west longtitude,
between Bentzi Lake and Holy Cross Mountain.

Access to the mineral claim is provided by a network of logging
roads connected to Highway 16 east of Fraser Lake, British Columbia. After
traveling 38 kilometers on the Holy Cross Forest Service Road, a turn off road
leads to the Holy Cross Property. The mineral claim covers an area of logged and
forested hillsides ranging in elevation from 1150 to 1400 meters. The hills are
drained by small streams.

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- 10 -

Previous Work

The Holy Cross property was discovered in 1987 by Noranda
Exploration Company. The original claims were staked after rock samples
collected from a rhyolite dome returned anomalous concentrations of gold.
Noranda explored the property in 1988 and 1989 using extensive soil sampling,
geological mapping, trenching and geophysical surveys. The property was also
staked by Kennecott Canada and Cogema Resources in 1994 resulting in a claim
dispute with Noranda. Prior to conceding the ground, Kennecott conducted
geological mapping and geochemical surveys. During October 1994, Cogema
Resources conducted reconnaissance soil and rock sampling. A portion of the
property was optioned to Phelps Dodge Corporation of Canada in 1995 who
conducted some additional geochemical surveys and geological mapping. The area
of the Holy Cross Property covering the key showings lapsed in 1999. A portion
of the property was staked in February 2000 and lapsed in February
2005.Geochemical sampling consists of the gathering of samples from property
areas with the most potential to host economically significant mineralization
based on past exploration results. All samples gathered are normally sent to a
laboratory where they are crushed and analyzed for metal content.

Geological mapping involves dividing a portion of the property
being explored into small sections. Results are then recorded, or mapped,
depending on that area of the grid from which samples are taken. Trenching
identifies the continuity and extent of mineralization, if any, below the
surface.

Glossary of Terms

The following are the definitions of some of the highly
technical and geological terms which follow below.

Andesite: A type of rock that typically formed through
the relatively rapid crystallization of a lava. Andesite was named after the
Andes Mountains of South America.

Assay:A chemical test performed on a sample of ores or
minerals to determine the amount of valuable metals contained.

Development: Work carried out for the purpose of opening
up a mineral deposit and making the actual ore extraction possible.

Diamond Drill: A rotary type of rock drill that cuts a
core of rock that is recovered in long cylindrical sections, two centimeters or
more in diameter.

Diorite:An intrusive rock formed by molten lava
(igneous).

Exploration: Work involved in searching for ore, usually
by drilling or driving a drift.

Gabbro: A coarse-grained, dark, igneous rock.

Geophysical Survey: Indirect methods of investigating
the subsurface geology using the applications of physics including electric,
gravimetric, magnetic, electromagnetic, seismic, and radiometric principles.

Grade: The average assay of a ton of ore, reflecting
metal content.

Hornblende:an important rock-forming mineral made
chiefly of silicates of magnesium, calcium and iron, black in color.

Mineralization: The presence of economic minerals in a
specific area or geological formation.

Net Smelter Return: A share of the net revenues
generated from the sale of metal produced by a mine.

Porphyry: Any igneous rock in which relatively large
crystals, called phenocrysts, are set in a fine-grained groundness.

Reclamation: The restoration of a site after mining or
exploration activity is completed.

Reserves: That part of a mineral deposit which could be
economically and legally extracted or produced at the time of the reserve
determination.

Skarn: Name for the metamorphic rocks surrounding an
igneous intrusive where it comes in contact with a limestone or dolomite
formation.

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- 11 -

Triassic:the earliest of the three geologic periods
comprised in the Mesozoic era.

Tertiary:the earlier of the two geologic periods in the
Cenozoic era

Vein: A mineralized zone having a more or less regular
development in length, width and depth which clearly separates it from
neighboring rock.

Geological Report: Holy Cross Property

We have a geological report on the mineral claim. The report by
Geoffrey Goodall, professional geologists, provides an assessment of the
property and sets out recommendations. The geological report summarizes the
results of exploration in the area of the property and makes a recommendation
for further exploration work.

In the report, Mr. Goodall concludes that the results of
exploration work indicate gold mineralization on the property. The author notes
that the combination of several factors warrant further exploration. The author
notes that inspection of the known areas of mineralization at the property
confirm the presence of a large system of hydrotherally altered rocks. He also
notes that recent road construction on the north side of Holy Cross Mountain has
exposed additional zones of strong epithermal altered rhyolite and dacite.

Mr. Goodall in his report makes specific recommendations based
on his conclusions to determine the potential of the property to host economic
quantities of gold. He recommends that an initial program of data acquisition,
review and compilation of historic geological information be undertaken to
further assess the property. He also believes geological mapping and further
rock geochemical sampling are warranted to further assess the prospect prior to
drilling.

We intend to formulate an exploration program based on the
recommendations in Mr. Goodall's reports for an initial phase of exploration. We
have also formulated a program for a second phase after completion of the
program recommended by Mr. Goodall. We anticipate the program to be as
follows:

We intend to implement an exploration program and intend to
proceed in the following two phases all of which it is intended will be
performed or supervised by a geologist with significant exploration experience,
and by independent contractors hired by us.

Phase 1, as recommended by Mr. Goodall will include data
acquisition, compilation, review and confirmation sampling, budgeted as
follows:

Data Acquisition, review and compilation:
    $
    10,000Geological mapping-14 days:
    $
    6,000Geochemical analyses-100 samples:
    $
    2,500Travel expenses-accommodation, board:
    $
    1,000Vehicle Rental-14 days:
    $
    1,400Airfare-Vancouver to Prince George, return:
    $
    750Field Supplies, communications:
    $
    1,250Report preparation, result compilation:
    $
    2,000Miscellaneous:
    $
    100Total:
    $
    25,000


Data acquisition will begin with research of the available
geologic literature, personal interviews with geologists, mining engineers and
others familiar with the prospect sites. We have recently begun this phase of
the exploration process on the properties. We anticipate that this activity

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- 12 -

will take approximately one month.

When the research is completed, our initial work will be
augmented with geologic mapping and geochemical testing of our claims. The
geologic mapping on the property will be done by taking soil samples throughout
the property at approximately 200-300 foot intervals. On areas with no rock
outcrops, we will do soil survey grids. We will also analyze surface outcrops of
rock and the topography of the property to assist in the geologic mapping.

As set out above, we may also conduct limited geochemical
testing during Phase 1. Rock samples will be taken from the property and taken
to a lab where a determination of the elemental make up of the sample and the
exact concentrations of gold will be made. We will then compare the relative
concentrations of gold in samples so the results from different samples can be
compared in a more precise manner and plotted on a map to evaluate their
significance. We anticipate the cost of geochemical testing to be approximately
$2,500. We will commence this activity immediately after completion of our
research and anticipate that the geochemical testing will take up to six weeks.

Phase 1 will take about 3 months and cost approximately $
25,000. We currently have adequate capital to complete the majority of Phase
1.

Phase 2 involves an initial examination of the underground
characteristics of any vein structure that was identified by Phase 1 of
exploration. Phase 2 is aimed at identifying any mineral deposits of potential
economic importance. The methods employed are:

More extensive trenching

More advanced geophysical work
including ground magnetic and electrical geophysical work

Diamond Drilling

Trenching identifies the continuity and extent of
mineralization, if any, below the surface. We will rely primarily on extensive
trenching and diamond drilling during Phase 2 to identify the extent of
mineralization.

When available, existing workings, like trenches, prospect
pits, shafts or tunnels will be examined. If an apparent mineralized zone is
identified and narrowed down to a specific area by the studies, we will begin
trenching the area. Trenches are generally approximately 150 ft. in length and
10-20 ft. wide. These dimensions allow for a thorough examination of the surface
of the vein structure types, if any, generally encountered in the area. They
also allow easier restoration of the land to its pre-exploration condition when
we conclude our operations. Once excavation of a trench is completed, samples
are taken to a lab and then analyzed. We will analyze trench samples at a lab in
Prince George, British Columbia. Rock chip samples will tested for traces of
gold, silver, lead, zinc and iron, however our primary focus is the search for
gold. A careful interpretation of this available data collected from the various
tests aids in determining whether or not the claims have current economic
potential and whether further exploration is warranted.

We anticipate the cost of the trenching during Phase 2 to be
approximately $20,000. We will commence more extensive trenching approximately
two to four weeks after completion of Phase 1 after we have had time to review
the results from Phase 1 and data from more extensive geophysical work in Phase
2. This stage will take approximately four to six weeks to complete.

Diamond drilling is an essential component of exploration and
aids in the delineation and definition of any deposits. The extent of this
drilling program will be determined by the occurrences of gold, if any, revealed
by Phase 1. If gold occurrences are revealed during Phase 1 diamond drilling
will be done to test for potential extensions.

Definition drilling is done with compressed air drills. Holes
will be strategically drilled on the claims in reliance on the information
generated during Phase 1. When drilling the accumulation of drilling mud may
occur. We may use a small sump in order to collect the drilling mud.

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- 13 -

Diamond drilling will occur after trenching and advanced geophysical
  work and will continue for up to two months.

We will also rely on ground magnetic and electrical geophysical
work. Ground magnetic and electrical methods are used to determine the location
of near-surface faults and to characterize the materials in and near fault
zones. The types of properties considered would include grain size, sediment
type and fault zone alteration.

Magnetic and electrical geophysics will be used to map shallow
subsurface expressions of faulting. Subsurface electrical conductivity
measurements will be used to locate zones of increased mineralization.

The geophysical work gives a general understanding of the
location and extent of mineralization at depths that are unreachable by surface
excavations and provides a target for more extensive trenching and core
drilling. We anticipate the approximate cost of the geophysical work to be
approximately $10,000 and anticipate commencing immediately after Phase 1 and
completing in approximately 4 weeks. The approximate cost of drilling is
estimated to be $50,000 to $70,000.

After a thorough analysis of the data collected in Phase 2, we
will decide if the property warrants continued exploration.

Phase 2 will take up to 4 months and cost up to $100,000.

We intend to interest other companies in the property if we
find mineralized materials.

The two phases of exploration will be conducted by a qualified
geologist with reasonable experience in exploration of gold and mineral
properties.

Following completion of Phases 1 and 2, our board of directors
will make the assessment whether to continue exploration based on an analysis of
results of our initial exploration efforts and based on advice from our
contracted geologist. Criteria we will consider in making this assessment
include the nature and density of the underlying rock. If the rock encountered
is tombstone or granite we are more likely to proceed with more extensive drift
driving as the cost of construction is lower than if the rock is unstable and/or
fractured.

The primary factor we will take into account in deciding
whether to proceed with extensive drift driving will be the grade and
consistency of the ore encountered. That is to say, our estimate of the amount
of gold per ton in the underlying rock will determine the extent of our
underground work.

Geophysical surveys will require line cutting. Line cutting
involves removing bush from the property in order to produce straight clearings.
This provides grid boundaries for geophysical and other surveys.

Geophysical surveying is the search for mineral deposits by
measuring the physical property of near-surface rocks, and looking for unusual
responses caused by the presence of mineralization. Electrical, magnetic,
gravitational, seismic and radioactive properties are the ones most commonly
measured.

We do not have any agreement with Mr. Goodall to provide
geological services for planned exploration work on the mineral claims.

Mineral claims Geology

The Holy Cross Property is underlain by Mesozoic and Cenozoic
volcanic, sedimentary and intrusive rocks. Jurassic intermediate volcanic rocks
are cut by middle Jurassic intrusions which are uncomformably overlain by
Cretaceous sedimentary rocks and intermediate volcanic flows.

The source of the above description of the rock formation and
mineralization of the mineral claims was the Government of BC Ministry of Energy
and Mines website at http://www.gov.bc.ca/em and the report of Mr. Goodall. The
Government website contains a detailed description of the rock formation and
mineralization of all staked lands in British Columbia.

---

- 14 -

Item 3. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officer or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.

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

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended December 31,2007 .

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our common stock is quoted for trading on the Over-the Counter
Bulletin Board under the symbol BGBR. To date there has been no trading
activity of our common stock.

As of December 31, 2007 there were 39 shareholders and
2,779,000 shares outstanding.

There are no outstanding options or warrants to purchase, or
securities convertible into, our common shares. All of our issued and
outstanding shares can be sold pursuant to Rule 144 of the Securities Act of
1933.

We have not declared any dividends since incorporation and does
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

Recent Sales of Unregistered Securities

None.

Equity Compensation Plan Information

We currently do not have any stock option or equity plans.

Item 6. Management's Discussion and Analysis or Plan of
Operation.

Overview

You should read the following discussion of our financial
condition and results of operations together with the consolidated audited
financial statements and the notes to consolidated audited financial statements
included elsewhere in this filing prepared in accordance with accounting
principles generally accepted in the United States. This discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those anticipated in these
forward-looking statements.

Plan of Operations

Cash Requirements

For the next 12 months we plan to expend a total of approximately
  $112,000 in respect of our mineral properties. We currently have enough to complete
  Phase 1 of our exploration program.

We estimate that we will expend approximately $5,000 on general
and administrative expenses over the next 12 months generated from our allotted
working capital of approximately $5,000.

Based on our current plan of operations, we have sufficient funds
  for the next 6 months, after which time we will require additional funds to
  continue our exploration operations. In the event that we are unable to raise
  additional financing in the next 6 months, and fail to generate any cash flow,
  we may modify our operations plan accordingly. These funds may be raised through
  equity financing, debt financing, or other sources, which may result in further
  dilution in the equity ownership of our shares. There is still no assurance
  that we will be able to maintain operations at a level sufficient for an investor
  to obtain a return on his investment in our common stock. Further, we may continue
  to be unprofitable.

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- 15 -

Over the next twelve months we intend to use all available
funds to expand on the exploration and development of our mineral properties, as
follows:

Estimated Funding Required During the Next Twelve
Months

|Operations      |  |                                |  |   |         | 
|--------------- |  | ------------------------------ |  | - | ------- | 
|                |  |                                |  |   |         | 
|                |  | Phase 1                        |  |   |         | 
|                |  | Data Acquisition               |  | $ | 10,000  | 
|                |  | Geological Mapping             |  | $ | 6,000   | 
|                |  | Geochemical Testing            |  | $ | 2,500   | 
|                |  | Other                          |  | $ | 6,500   | 
|                |  | Phase 2 (if
        warranted) |  |   |         | 
|                |  | Trenching                      |  | $ | 20,000  | 
|                |  | Geophysical
        Testing    |  | $ | 10,000  | 
|                |  | Drilllng                       |  | $ | 50,000  | 
|                |  |                                |  |   |         | 
|                |  |                                |  |   |         | 
|Working Capital |  |                                |  | $ | 7,000   | 
|                |  |                                |  |   |         | 
|**Total**       |  |                                |  | $ | 112,000 | 

Financial Condition, Liquidity and Capital Resources

Since inception on April 14, 2005, we have been engaged in
exploration and acquisition of mineral properties. Our principal capital
resources have been acquired through the issuance of common stock.

At December 31, 2007 we had a working capital of $18,640.

At December 31, 2007 our total assets of $19,635 which consists
of only cash. This compares with our assets at December 31, 2006 of $29,588
which consisted of cash.

At December 31,2007, our total liabilities were $995, compared
to our liabilities of $1,145 as at December 31, 2006.

We have had no revenues from inception. We currently have
sufficient funding to complete Phase 1 of our exploration program. We will
require an additional $80,000 to complete Phase 2 of our proposed exploration
program.

Results of Operations.

We posted losses of $9,803 for the year ending December 31,
2007, losses of $16,123 for the year ended December 31, 2006, and losses of
$26,160 since inception to December 31, 2007. The principal component of the
loss was for general and administrative expenses.

Operating expenses for the year ending December 31, 2007 were
$9,803 compared to the year ending December 31, 2006 that were $16,123.

Product Research and Development

Our business plan is focused on the long-term exploration and
  development of our mineral properties.

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- 16 -

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending December 31, 2007.

Employees

Currently there are no full time or part-time employees of our
company (other than our directors and officer who, at present, have not signed
employment or consulting agreements with us). We do not expect any material
changes in the number of employees over the next 12 month period (although we
may enter into employment or consulting agreements with our officer or
directors). We do and will continue to outsource contract employment as needed.
However, if we are successful in our initial and any subsequent drilling
programs we may retain additional employees.

Going Concern

Due to our being a exploration stage company and not having
generated revenues, in the consolidated financial statements for the year ended
December 31, 2007, we included an explanatory paragraph regarding concerns about
our ability to continue as a going concern. Our consolidated financial
statements contain additional note disclosures describing the circumstances that
lead to this disclosure.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Recently Issued Accounting Standards

Big Bear does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on Big Bear's results of
operations, financial position or cash flow.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our
financials.

We have historically incurred losses, and through December 31,
  2007 have incurred losses of $26,160 from our inception. During this period,
  we have successfully raised $44,800 from our SB-2 offering. Because of these
  historical losses, we will require additional working capital to develop our
  business operations.

We intend to raise additional working capital through a private
placement. We are quoted on the Over-the-Counter Bulletin Board under the symbol
BGBR.

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing and/or bank financing necessary
to support our working capital requirements. To the extent that funds generated
from operations, our SB-2 public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not increase or sustain our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Item 7. Financial Statements.

Our financial statements are stated in United States dollars

---

- 17 -

(US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.

The following consolidated financial statements are filed as
part of this annual report:

Report of Independent Registered Public
Accounting Firm, dated March 21, 2008

Balance Sheet as at December 31,
2007

Statements of Operations for each of
the years ended December 31, 2007 and 2006 and for the period from April 14,
2005 (inception) through December 31, 2007.

Statements of Stockholders' Equity for
the period from April 14, 2005 (inception) through December 31, 2007.

Statements of Cash Flows for each of
the years ended December 31, 2007 and 2006 and for the period from April 14,
2005 (inception) through December 31, 2007.

Notes to the Financial Statements

---

- 18 -

Report of Independent Registered Public Accounting
Firm

To the Board of Directors of Big Bear Mining Corporation
(An Exploration Stage Company) Vancouver B.C., Canada

We have audited the accompanying balance sheet of Big Bear
Mining Corporation (the Company) as of December 31, 2007, and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period ended December 31, 2007 and for the period from
April 14, 2005 (inception) through December 31, 2007. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Big Bear
Mining Corporation as of December 31, 2007, and the results of its operations
and its cash flows for each of the years in the two-year period ended December
31, 2007 in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 2 to the financial statements, the
Company's absence of significant revenues, recurring losses from operations, and
its need for additional financing in order to fund its projected loss in 2008
raise substantial doubt about its ability to continue as a going concern. The
2007 financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

LBB & Associates Ltd., LLP

Houston, Texas March 21, 2008

---

- 19 -

|BIG BEAR MINING CORP.         
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|BALANCE SHEET                 
|December 31, 2007             

|ASSETS                                                                                         |   |         |  
|---------------------------------------------------------------------------------------------- | - | ------- | -
|Current assets:                                                                                |   |         |  
|Cash                                                                                           | $ | 19,635  |  
|Total current assets                                                                           |   | 19,635  |  
|Total assets                                                                                   | $ | 19,635  |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                           |   |         |  
|Current liabilities:                                                                           |   |         |  
|Accounts payable                                                                               | $ | 500     |  
|Shareholder advance                                                                            |   | 495     |  
|Total current liabilities                                                                      |   | 995     |  
|Total liabilities                                                                              |   | 995     |  
|STOCKHOLDERS' EQUITY                                                                           |   |         |  
|                                                                                               |   |         |  
|Common stock, $.001 par value, 30,000,000 shares
      authorized, 2,779,000 shares issued and |   |         |  
|outstanding                                                                                    |   |         |  
|                                                                                               |   | 2,779   |  
|Additional paid-in-capital                                                                     |   | 42,021  |  
|Deficit accumulated during the exploration stage                                               |   | (26,160 | )
|Total stockholders' equity                                                                     |   | 18,640  |  
|Total liabilities and stockholders equity                                                     | $ | 19,635  |  

See accompanying accounting policies and notes to financial
statements

---

- 20 -

|BIG BEAR MINING CORP.                                                     
|--------------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                            
|STATEMENTS OF OPERATIONS                                                  
|Years ended December 31, 2007 and 2006                                    
|and Period from April 14, 2005 (Inception) through
      December 31, 2007

|                                     |   | Year ended   |   |   | Year Ended   |   |   | Inception
      through |  
|------------------------------------ | - | ------------ | - | - | ------------ | - | - | ----------------------- | -
|                                     |   | December 31, |   |   | December 31, |   |   | December 31,            |  
|                                     |   | 2007         |   |   | 2006         |   |   | 2007                    |  
|Expenses:                            |   |              |   |   |              |   |   |                         |  
|General and administrative           | $ | 9,803        |   | $ | 16,123       |   | $ | 26,160                  |  
|Net loss                             | $ | (9,803       | ) | $ | (16,123      | ) | $ | (26,160                 | )
|Net loss per share:                  |   |              |   |   |              |   |   |                         |  
|Basic and diluted                    | $ | (0.00        | ) | $ | (0.00        | ) |   |                         |  
|Weighted average shares outstanding: |   |              |   |   |              |   |   |                         |  
|Basic and diluted                    |   | 2,779,000    |   |   | 2,779,000    |   |   |                         |  

See accompanying accounting policies and notes to financial
statements

---

- 21 -

|BIG BEAR MINING CORP.                                                 
|----------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                        
|STATEMENT OF STOCKHOLDERS' EQUITY                                     
|Period from April 14, 2005 (Inception) through
      December 31, 2007

|                            |              |  |   |            |  |   |              |  |   |             |   |   | Deficit     |   |   |         |  
|--------------------------- | ------------ |  | - | ---------- |  | - | ------------ |  | - | ----------- | - | - | ----------- | - | - | ------- | -
|                            | Common Stock |  |   | Additional |  |   | Subscription |  |   | accumulated |   |   | Total       |  
|                            |              |  |   |            |  |   | paid in      |  |   | receivable  |   |   | during      |   |   |         |  
|                            |              |  |   |            |  |   | capital      |  |   |             |   |   | development |   |   |         |  
|                            | Shares       |  |   | Amount     |  |   |              |  |   |             |   |   | stage       |   |   |         |  
|Issuance of common stock    | 2,779,000    |  | $ | 2,779      |  | $ | 42,021       |  | $ | (2,000      | ) | $ | -           |   | $ | 42,800  |  
|for cash                    |              |  |   |            |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss                    | -            |  |   | -          |  |   | -            |  |   | -           |   |   | (234        | ) |   | (234    | )
|Balance, December 31, 2005  | 2,779,000    |  |   | 2,779      |  |   | 42,021       |  |   | (2,000      | ) |   | (234        | ) |   | 42,566  |  
|Share subscription received | -            |  |   | -          |  |   | -            |  |   | 2,000       |   |   | -           |   |   | 2,000   |  
|Net loss                    | -            |  |   | -          |  |   | -            |  |   | -           |   |   | (16,123     | ) |   | (16,123 | )
|Balance, December 31, 2006  | 2,779,000    |  |   | 2,779      |  |   | 42,021       |  |   | -           |   |   | (16,357     | ) |   | 28,443  |  
|Net loss                    | -            |  |   | -          |  |   | -            |  |   | -           |   |   | (9,803      | ) |   | (9,803  | )
|Balance, December 31, 2007  | 2,779,000    |  | $ | 2,779      |  | $ | 42,021       |  | $ | -           |   | $ | (26,160     | ) | $ | 18,640  |  

See accompanying accounting policies and notes to financial
statements

---

- 22 -

|BIG BEAR MINING CORP.                                                     
|--------------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                            
|STATEMENTS OF CASH FLOWS                                                  
|Years ended December 31, 2007 and 2006                                    
|and Period from April 14, 2005 (Inception) through
      December 31, 2007

|                                                            |   | Year Ended December 31, 2007 |   |   | Year Ended December 31, 2006 |   |   | Inception through December 31, 2007 |  
|----------------------------------------------------------- | - | ---------------------------- | - | - | ---------------------------- | - | - | ----------------------------------- | -
|CASH FLOWS FROM OPERATING ACTIVITIES:                       |   |                              |   |   |                              |   |   |                                     |  
|Net loss                                                    | $ | (9,803                       | ) | $ | (16,123                      | ) | $ | (26,160                             | )
|Adjustments to reconcile net loss to cash used in operating |   |                              |   |   |                              |   |   |                                     |  
|activities:                                                 |   |                              |   |   |                              |   |   |                                     |  
|Accounts payable                                            |   | (150                         | ) |   | 650                          |   |   | 500                                 |  
|CASH FLOWS USED IN OPERATING ACTIVITIES                     |   | (9,953                       | ) |   | (15,473                      | ) |   | (25,660                             | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                       |   |                              |   |   |                              |   |   |                                     |  
|Proceeds from shareholder advance                           |   | -                            |   |   | -                            |   |   | 495                                 |  
|Issuance of common stock                                    |   | -                            |   |   | 2,000                        |   |   | 44,800                              |  
|CASH FLOWS PROVIDED BY FINANCING                            |   |                              |   |   |                              |   |   |                                     |  
|ACTIVITIES                                                  |   | -                            |   |   | 2,000                        |   |   | 45,295                              |  
|NET INCREASE (DECREASE) IN CASH                             |   | (9,953                       | ) |   | (13,473                      | ) |   | 19,635                              |  
|Cash, beginning of period                                   |   | 29,588                       |   |   | 43,061                       |   |   | -                                   |  
|Cash, end of period                                         | $ | 19,635                       |   | $ | 29,588                       |   | $ | 19,635                              |  
|SUPPLEMENTAL CASH FLOW INFORMATION                          |   |                              |   |   |                              |   |   |                                     |  
|Interest paid                                               | $ | -                            |   | $ | -                            |   | $ | -                                   |  
|Income taxes paid                                           | $ | -                            |   | $ | -                            |   | $ | -                                   |  

---

- 23 -

|BIG BEAR MINING CORP.            
|---------------------------------
|(AN EXPLORATION STAGE COMPANY)   
|NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Big Bear Mining Corp. ("Big Bear" or the Company) was
incorporated in Nevada on April 14, 2005. Big Bear engages in the acquisition
and exploration of gold claims in the province of British Columbia, Canada. In
British Columbia, Big Bear is registered under the name Big Thunder Mining Corp.
The gold exploration is to determine the economic viability of the gold reserve
recovery. If the gold reserve deemed to be valuable, Big Bear may seek
assistance of other mining companies to mine the gold reserve.

Use of Estimates

The preparation of financial statements in conformity generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenue and expenses during
the period. Actual results may differ from those estimates.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.

Foreign Currency Translation

Foreign currency transaction gains and losses are included in
  operations.

Income Taxes

The asset and liability approach is used to account for income
taxes by recognizing deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax basis of assets and liabilities.

Financial Instruments

Big Bear's financial instruments consist of cash. Unless
otherwise noted, it is management's opinion that Big Bear is not exposed to
significant interest, currency or credit risks arising from its financial
instrument.

Recent Accounting Pronouncements

Big Bear does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on Big Bear's results of
operations, financial position or cash flow.

NOTE 2 - GOING CONCERN

Big Bear's financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and

---

- 24 -

satisfaction of liabilities in the normal course of business.
Big Bear has incurred net losses of $26,160 since inception. This condition
raises substantial doubt about Big Bear's ability to continue as a going
concern. The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of these uncertainties.

Big Bear is working to secure additional financing to fund its
mineral exploration and development activities and to meet its obligations and
working capital requirements over the next twelve months.

There are no assurances that Big Bear will be able to either
(1) achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private placement,
public offerings and/or bank financing necessary to support Big Bear's working
capital requirements. To the extent that funds generated from operations and any
private placements, public offerings and/or bank financing are insufficient, Big
Bear will have to raise additional working capital. No assurance can be given
that additional financing will be available, or if available, will be on terms
acceptable to Big Bear. If adequate working capital is not available Big Bear
may be required to curtail its operations.

NOTE 3 - COMMON STOCK

The Companys authorized capital is 30,000,000 common shares at
a par value of $0.001.

At inception, Big Bear issued 2,000,000 shares of stock to its
founding shareholder for $2,000 cash. This amount was classified as a
subscription receivable as of December 31, 2005, and paid in the year ended
December 31, 2006.

In addition to the shares to its founding shareholder, in 2005
the Company raised $3,900 from the sale of 390,000 common shares, and $38,900
from the sale of 389,000 common shares pursuant to Regulation S.

As of December 31, 2007 the Company has 2,779,000 common shares
issued and outstanding.

NOTE 4 - INCOME TAXES

Big Bear follows Statement of Financial Accounting Standards
Number 109 (SFAS 109), "Accounting for Income Taxes." Deferred income taxes
reflect the net effect of (a) temporary difference between carrying amounts of
assets and liabilities for financial purposes and the amounts used for income
tax reporting purposes, and (b) net operating loss carryforwards. No net
provision for refundable Federal income tax has been made in the accompanying
statement of loss because no recoverable taxes were paid previously. Similarly,
no deferred tax asset attributable to the net operating loss carryforward has
been recognized, as it is not deemed likely to be realized.

---



- 25 -

The provision for refundable Federal income tax consists of the
following:

December 31, 2007
    
    
    December 31, 2006Refundable Federal income tax attributable to:Current Operations
    $
    3,300
    
    $
    5,400Less, Change in valuation allowance
    
    (3,300
    )
    
    (5,400
    )Net refundable amount
    $
    -
    
    $
    -


The cumulative tax effect at the expected rate of 34% of
significant items comprising our net deferred tax amount is as follows:

December 31, 2007Deferred tax asset attributable to:Net operating loss carryover
    $
    8,700Less, valuation allowance
    
    (8,700
    )Net deferred tax asset
    $
    -


At December 31, 2007, Big Bear had an unused net operating loss
carryover approximating $26,000 that is available to offset future taxable
income; it expires beginning in 2025.

NOTE 5 - SHAREHOLDER ADVANCES

During the period ending December 31, 2005 a shareholder of the
Company advanced the company $495. As of December 31, 2007 the amount is still
outstanding, bears no interest and is due on demand.

The Company neither owns nor leases any real or personal
property, an officer has provided office services without charge. Such costs are
immaterial to the financial statements and accordingly are not reflected herein.
The officers and directors are involved in other business activities and most
likely will become involved in other business activities in the future.

NOTE 6 - MINERAL CLAIM TRANSACTION

In December 2005, Mr. Aaron Hall, the President, acquired one
  mineral claim by the staking of the same. Mr. Hall has agreed to contribute
  the claim to Big Bear in order for the Company to mine these claims. The claim
  will be transferred to the Company at the shareholder's basis when the Company
  determines it is economical to mine the claim. As of December 31, 2007 the claim
  was still in Mr. Hall's name.

---

- 26 -

Item 8. Changes In and Disagreements With Accountants on Accounting
  and Financial Disclosure.

None.

Item 8A. Controls and Procedures

Managements Annual Report on Internal Control over
Financial Reporting

Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles, and
includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of our
assets;

(2) Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorization of our management and
directors; and

(3) Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.

Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives because of its
inherent limitations. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company.

Management has used the framework set forth in the report
entitled Internal Control-Integrated Frameworkpublished by the Committee
of Sponsoring Organizations of the Treadway Commission, known as COSO, to
evaluate the effectiveness of our internal control over financial reporting.
Based on this assessment, management has concluded that our internal control
over financial reporting was effective as of December 31, 2007.

---

- 27 -

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

There has been no change in our internal controls over
financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

Item 8B. Other Information

None.

PART III

Item 9. Directors, Executive Officer, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

DIRECTORS AND EXECUTIVE OFFICER, PROMOTERS AND CONTROL
PERSONS

As at December 31, 2007, our directors and executive officer,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with our
      Company
    Age
    Date First Elected
      or AppointedAaron Hall
    Director, President, Secretary and Treasurer
    31
    April 14, 2005


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee, indicating the principal occupation during that
period, and the name and principal business of the organization in which such
occupation and employment were carried out.

Aaron Hall

Mr. Hall has been a qualified Free Miner in the Province of
British Columbia. A Free Miner is qualified to explore and stake mineral claims
in the Province of British Columbia. A "Free Miner" is the only qualified person
capable of staking a valid mineral claim in the Province of British Columbia.

Since October 2005, Mr. Hall has been attending the Justice
Institute of British Columbia, studying conflict resolution.

Mr. Hall graduated from the British Columbia Institute of
Technology with a Bachelor of Business Administrations in 2002.

In 1997, Mr. Hall graduated from Diploma Financial Management-
Corporate Finance, British Columbia Institute of Technology with a diploma in
Financial Management.

---

- 28 -

Committees of the Board

Currently our company has the following committees:

- Audit Committee;
- Nominating and Corporate Governance Committee; and
- Compensation Committee.

Our Audit Committee is currently made up of Aaron Hall. The
Audit Committee is governed by the Audit Committee Charter adopted by the board
of directors on November 15, 2006.

Our Nominating and Corporate Governance Committee is currently
made up of Aaron Hall. The Nominating and Corporate Governance Committee is
governed by the Nominating and Corporate Governance Committee Charter adopted by
the board of directors on November 15, 2006.

Our Compensation Committee is currently made up of Aaron Hall.
The Compensation Committee is governed by the Compensation Committee Charter
adopted by the board of directors on November 15, 2006.

Family Relationships

There are no family relationships between any of our directors
or executive officer.

Involvement in Certain Legal Proceedings

Other than as discussed below, none of our directors, executive
officer, promoters or control persons have been involved in any of the following
events during the past five years:

1. any bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time;

2. any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offences);

3. being subject to any order,
judgement, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or

4. being found by a court of competent
jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgement has not been reversed, suspended, or vacated.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None of our directors, executive officer, future directors, 5%
shareholders, or any members of the immediate families of the foregoing persons
have been indebted to us during the last fiscal year or the current fiscal year
in an amount exceeding $60,000.

None of the current directors or officer of our company are
related by blood or marriage.

On April 14, 2005, we issued a total of 2,000,000 shares of
restricted common stock to Mr. Hall, an officer and director of our company for
a subscription receivable of $2,000.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officer and directors, and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe

---

- 29 -

that during fiscal year ended December 31, 2007 , all filing
requirements applicable to its officer, directors and greater than ten percent
beneficial owners were complied with.

Code of Ethics

Effective November 15, 2006, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our company's president (being our principal executive officer) and our
company's secretary (being our principal financial and accounting officer and
controller), as well as persons performing similar functions. As adopted, our
Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

(1) honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships;

(2) full, fair, accurate, timely, and understandable disclosure
in reports and documents that we file with, or submit to, the Securities and
Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and
regulations;

(4) the prompt internal reporting of violations of the Code of
Business Conduct and Ethics to an appropriate person or persons identified in
the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business
Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics. Further, all of our company's personnel
are to be accorded full access to our company's board of directors if any such
matter involves an alleged breach of the Code of Business Conduct and Ethics by
our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our company's president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed herewith with
the Securities and Exchange Commission as Exhibit 14.1 to this annual report. We
will provide a copy of the Code of Business Conduct and Ethics to any person
without charge, upon request. Requests can be sent to: Big Bear Mining Corp,
1728 Yew Street, Suite 8, Vancouver, BC V6K 3E9.

Audit Committee Financial Expert

Our Board of Directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the
term is used in Term 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the members of our Board of Directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.

---

- 30 -

Item 10. Executive Compensation.

There has not been any compensation awarded to, earned by, or
paid to our directors and executive officer for the last three completed
financial years.

Employment/Consulting Agreements

There are no written employment or consulting agreements
between us and any of our directors and executive officer.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officer, except that
our directors and executive officer may receive stock options at the discretion
of our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officer, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officer to compensate such
officer in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

Stock Option Plan

Currently, there are no stock option plans in favour of any
officer, directors, consultants or employees of ours.

Stock Options/SAR Grants

There were no grants of stock options or stock appreciation
rights to any officer, directors, consultants or employees of ours during the
fiscal year ended December 31, 2007 .

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Values

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

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings but did not pay director's fees or other cash
compensation for services rendered as a director in the year ended December 31,
2007 .

We have no present formal plan for compensating our directors
for their service in their capacity as directors, although in the future, such
directors are expected to receive compensation and options to purchase shares of
common stock as awarded by our board of directors or (as to future options) a
compensation committee which may be established in the future. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
The board of directors may award special remuneration to any director
undertaking any special services on behalf of our company other than services
ordinarily required of a director. Other than indicated in this annual report,
no director received and/or accrued any compensation for his or her services as
a director, including committee participation and/or special assignments.

Report on Executive Compensation

Our compensation program for our executive officer is
administered and reviewed by our board of directors. Historically, executive
compensation consists of a combination of base salary and bonuses. Individual
compensation levels are designed to reflect individual responsibilities,
performance and experience, as well as the performance of our company. The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.

---

- 31 -

Item 11. Security Ownership of Certain Beneficial Owners and
  Management and Related StockholderMatters.

The following table sets forth, as at December 31, 2007 certain
information with respect to the beneficial ownership of our common stock by each
shareholder known by us to be the beneficial owner of more than five percent
(5%) of our common stock, and by each of our current directors and executive
officer. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership(1)
      Percentage of Class(1)Aaron Hall Suite 8-1728 Homer Street
      Vancouver, BC, V6K 3E9
    2,000,000 common shares
    72%Directors and Executive Officer as a Group
    2,000,000 common shares
    72%


|(1) | Based on 2,779,000 shares of common stock issued and
      outstanding as of December 31, 2007. Except as otherwise indicated, we
      believe that the beneficial owners of the common stock listed above, based
      on information furnished by such owners, have sole investment and voting
      power with respect to such shares, subject to community property laws
      where applicable. Beneficial ownership is determined in accordance with
      the rules of the SEC and generally includes voting or investment power
      with respect to securities. Shares of common stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
  person
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Future Changes in Control

We are unaware of any contract or other arrangement, the
operation of which may, at a subsequent date, result in a change in control of
our company.

Item 12. Certain Relationships and Related
Transactions.

Other than as described under the heading "Executive
Compensation", or as set forth below, there are no material transactions with
any of our directors, officer or control person that have occurred during the
last fiscal year.

Item 13. Exhibits.

Exhibit Number and Exhibit Title

|(3)  | Charter and By-laws                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                       
|3.1  | Articles of Incorporation (incorporated
      by reference from our SB-2 Registration Statement filed March 17, 2006).
|     |                                                                                                                       
|3.2  | Bylaws (incorporated by reference
      from our SB-2 Registration Statement filed March 17, 2006).                   
|     |                                                                                                                       
|(14) | Code of Ethics                                                                                                        
|     |                                                                                                                       
|14.1 | Code of Business Conduct and Ethics                                                                                   
|     |                                                                                                                       
|(31) | Section 302 Certification                                                                                             
|     |                                                                                                                       
|31.1 | Certification
      of Aaron Hall                                                                                     
|     |                                                                                                                       
|(32) | Section 906 Certification                                                                                             
|     |                                                                                                                       
|32.1 | Certification
      of Aaron Hall                                                                                     

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- 32 -

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by LBB & Associates Ltd., LLP for
  professional services rendered for the audit of our annual financial statements
  included in our Annual Report on Form 10-KSB for the fiscal year ended December
  31, 2007 were estimated to be $4,800.

Audit Related Fees

For the fiscal year ended December 31, 2007, the aggregate fees
billed for assurance and related services by LBB & Associates Ltd., LLP
relating to the performance of the audit of our financial statements which are
not reported under the caption "Audit Fees" above, was $3,550.

Tax Fees

For the fiscal year ended December 31, 2007, the aggregate fees
  billed by LBB & Associates Ltd., LLP for other non-audit professional services,
  other than those services listed above, totalled $0.

We do not use LBB & Associates Ltd., LLP for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing
services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before LBB & Associates Ltd., LLP is engaged
by us to render any auditing or permitted non-audit related service, the
engagement be:

- approved by our audit committee (which consists of entire Board of
  Directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is informed of each service,
  and such policies and procedures do not include delegation of the audit
  committee's responsibilities to management.

The audit committee pre-approves all services provided by our
independent auditors. The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were pre-approved. However, all of
the above services and fees were reviewed and approved by the audit committee
either before or after the respective services were rendered.

The audit committee has considered the nature and amount of
fees billed by LBB & Associates Ltd., LLP and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
LBB & Associates Ltd., LLP's independence.

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- 33 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Big Bear Mining Corp.

By: /s/ Aaron HallAaron Hall, President, Secretary and
Treasurer(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Date: March 31, 2008

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

|Signature      | Title                              | Date          
|-------------- | ---------------------------------- | --------------
|               |                                    |               
|/s/ Aaron Hall |                                    |               
|Aaron Hall     | President, Secretary and Treasurer | March 31, 2008

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