UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549






Form
10-K




(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, 2008




[   ]           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.)





110
      S. Fairfax Ave., Los Angeles
                  90036(Address
      of principal executive offices)
                  (Zip
      Code)




Issuer's
telephone number (310)
623-7483




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




Title
      of each class
                    None
                  Name
      of each exchange on which registered
                    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 [   ]





Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
      accelerated filer   ̈
                Accelerated
      filer





Non-accelerated
      filer   “ (Do not check if a smaller reporting
      company)
                  Smaller
      reporting company  X


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-K
or any amendment to this Form 10-K. [   ]




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 as of March 31, 2009.




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, 2009.




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 [ ]





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 110 S. Fairfax
Ave. Suite 11A-168, Los Angeles, California 90036.




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 do not currently have any properties.  We are
actively pursuing an acquisition of a resource property. 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.




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, 2009.


-3-


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, 2009.




Competition




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




We are
currently sourcing products in the Northwest Territories and the province of
Ontario.  Once we acquire a property our mineral exploration program
will be subject to regulations similar to the following:




Locating
claims




Posting
claims




Working
claims




Reporting
work performed




These
regulations 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 will
also subject to aExploration
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 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:


-4-


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 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
believe that compliance with these regulations will not adversely affect our
business operations in the future.


-5-


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, 2008 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 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, 2008
we had cash in the amount of $7,869. We currently have minimal operations
and we have no income.


-6-


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 a property in the summer of 2009, we
do not yet have an exploration 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.




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.


-7-


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 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 to source exploration 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.


-8-


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 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.


-9-


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 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.


-10-


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 110 S. Fairfax Ave. Suite 11A-168
Los Angeles, California and our telephone number is (310) 623-7483.




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.   We do not currently hold title to any mineral
properties




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 31,2008 .




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, 2008 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.


-11-


Item
6.  Selected Financial Data.




Not
applicable to smaller reporting companies.




Item
7.  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 $100,000 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 $10,000 on general and administrative
expenses over the next 12 months generated from our allotted working capital of
approximately $10,000.




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.




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


OperationsWorking
      Capital
                          
                          $
                          10,000Future
      property acquisitions
                          
                          
                          100,000General
      and Administrative
                          
                          
                          10,000Total
                          
                          
                          $
                          120,000




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, 2008 we had a working capital of $5,124.


-12-


At
December 31, 2008 our total assets of $7,869 which consists of only cash. This
compares with our assets at December 31, 2007 of $19,635 which consisted of
cash.




At
December 31,2008, our total liabilities were $2,745, compared to our liabilities
of $995 as at December 31, 2007.




We have
had no revenues since 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 $13,516 for the year ending December 31, 2008, losses of $9,803 for
the year ended December 31, 2007, and losses of $39,676 since inception to
December 31, 2008. The principal component of the loss was  general
and administrative expenses.




Product
Research and Development




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




Purchase
of Significant Equipment




We do not
intend to purchase any significant equipment over the twelve months ending
December 31, 2009.




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 an exploration stage company and not having generated revenues, in the
financial statements for the year ended December 31, 2008, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern.  Our  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.


-13-


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, 2008  have
incurred losses of $39,676 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
8.  Financial Statements.




Our
financial statements are stated in United States dollars (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 18, 2009




Balance
Sheets as at December 31, 2008 and 2007




Statements
of Operations for each of the years ended December 31, 2008 and 2007 and for the
period from April 14, 2005 (inception) through December 31, 2008.




Statements
of  Stockholders' Equity for the period from April 14, 2005
(inception) through December 31, 2008.




Statements
of Cash Flows for each of the years ended December 31, 2008 and 2007 and for the
period from April 14, 2005 (inception) through December 31, 2008.




Notes to
the Financial Statements


-14-


Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


Big Bear
Mining Corporation


(An
Exploration Stage Company)


Los
Angeles, California








We have
audited the accompanying balance sheets of Big Bear Mining Corporation (the
“Company”) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders' equity and cash flows for the years then ended and for
the period from April 14, 2005 (inception) through December 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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, 2008 and 2007, and the results of its operations and its cash flows
for the years then ended, and for the period from April 14, 2005 (inception)
through December 31, 2008 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 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




LBB &
Associates Ltd., LLP





Houston,
Texas


March 18,
2009


F-1


BIG
      BEAR MINING CORP.(AN
      EXPLORATION STAGE COMPANY)BALANCE
      SHEETS





ASSETSDecember
      31,
              
              
              December
      31,2008
              
              
              2007Current
      assets:Cash
              
              $
              7,869
              
              
              $
              19,635Total
      current assets
              
              
              7,869
              
              
              
              19,635Total
      assets
              
              $
              7,869
              
              
              $
              19,635LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
              
              $
              2,250
              
              
              $
              500Shareholder
      advance
              
              
              495
              
              
              
              495Total
      current liabilities
              
              
              2,745
              
              
              
              995Total
      liabilities
              
              
              2,745
              
              
              
              995STOCKHOLDERS'
      EQUITYCommon
      stock, $.001 par value, 30,000,000 shares authorized,
      2,779,000
              
              
              2,779
              
              
              
              2,779shares
      issued and outstandingAdditional
      paid-in-capital
              
              
              42,021
              
              
              
              42,021Deficit
      accumulated during the exploration stage
              
              
              (39,676
              )
              
              
              (26,160
              )Total
      stockholders' equity
              
              
              5,124
              
              
              
              18,640TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              7,869
              
              
              $
              19,635




See
accompanying notes to financial statements


F-2


BIG BEAR MINING
      CORP.
              (AN
      EXPLORATION STAGE COMPANY)STATEMENTS OF
      OPERATIONSYears  Ended December
      31, 2008 and 2007and Period from April 14, 2005
      (Inception) through December 31, 2008





Year Ended
                December
      31, 2008
              
              
              Year
      Ended
                December
      31,
                2007
              
              
              Inception through
                December
      31, 2008Expenses:General
      and administrative
              
              $
              13,516
              
              
              $
              9,803
              
              
              $
              39,676Net
      loss
              
              $
              (13,516
              )
              
              $
              (9,803
              )
              
              $
              (39,676
              )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 notes to financial statements


F-3


BIG BEAR MINING
      CORP.(AN EXPLORATION STAGE
      COMPANY)STATEMENTS OF STOCKHOLDERS'
      EQUITYPeriod
      from April 14, 2005 (Inception) through December 31,
  2008








Common
      stock
              
              
              
              
              
              
              
              
              DeficitShares
              
              
              Amount
              
              
              Additional
      paid in capital
              
              
              Subscription
      receivable
              
              
              accumulated
      during the exploration stage
              
              
              TotalIssuance
      of common stock for cash
              
              
              2,779,000
              
              
              $
              2,779
              
              
              $
              42,021
              
              
              $
              (2,000
              )
              
              $
              -
              
              
              $
              42,800Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (234
              )
              
              
              (234
              )Balance,
      December 31, 2005
              
              
              2,779,000
              
              
              
              2,779
              
              
              
              42,021
              
              
              
              (2,000
              )
              
              
              (234
              )
              
              
              42,566Subscriptions
      received
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,000
              
              
              
              -
              
              
              
              2,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (16,123
              )
              
              
              (16,123
              )Balance,
      December 31, 2006
              
              
              2,779,000
              
              
              
              2,779
              
              
              
              42,021
              
              
              
              -
              
              
              
              (16,357
              )
              
              
              28,443Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (9,803
              )
              
              
              (9,803
              )Balance,
      December 31, 2007
              
              
              2,779,000
              
              
              
              2,779
              
              
              
              42,021
              
              
              
              -
              
              
              
              (26,160
              )
              
              
              18,640Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (13,516
              )
              
              
              (13,516
              )Balance,
      December 31, 2008
              
              
              2,779,000
              
              
              $
              2,779
              
              
              $
              42,021
              
              
              $
              -
              
              
              $
              (39,676
              )
              
              $
              5,124





See
accompanying notes to financial statements


F-4


BIG BEAR
      MINING CORP.(AN EXPLORATION STAGE
      COMPANY)STATEMENTS OF CASH
      FLOWSYears Ended December 31, 2008
      and 2007and Period from April 14, 2005
      (Inception) through December 31, 2008





Year
      Ended
                        
                        
                        Year
      Ended
                        
                        
                        Inception
      throughDecember
      31,
                          2008
                        
                        
                        December
      31,
                          2007
                        
                        
                        December
      31,
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (13,516
                        )
                        
                        $
                        (9,803
                        )
                        
                        $
                        (39,676
                        )Adjustments
      to reconcile net deficit to cash usedby
      operating activities:Accounts
      payable
                        
                        
                        1,750
                        
                        
                        
                        (150
                        )
                        
                        
                        2,250CASH
      FLOWS USED IN OPERATING ACTIVITIES
                        
                        
                        (11,766
                        )
                        
                        
                        (9,953
                        )
                        
                        
                        (37,426
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from shareholder advance
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        495Issuance
      of common stock
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        44,800CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        45,295NET
      INCREASE (DECREASE) IN CASH
                        
                        
                        (11,766
                        )
                        
                        
                        (9,953
                        )
                        
                        
                        7,869Cash,
      beginning of period
                        
                        
                        19,635
                        
                        
                        
                        29,588
                        
                        
                        
                        -Cash,
      end of period
                        
                        $
                        7,869
                        
                        
                        $
                        19,635
                        
                        
                        $
                        7,869SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Income
      taxes paid
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -




See
accompanying notes to financial statements


F-5


BIG BEAR MINING
      CORP.(AN EXPLORATION STAGE
      COMPANY)NOTES TO THE FINANCIAL
      STATEMENTSDECEMBER
      31, 2008




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.




Cash and Cash
Equivalents




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




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 satisfaction of liabilities in the normal course of business. Big
Bear has incurred net losses of $39,676 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.


F-6


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.




As of
December 31, 2008 and 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.




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




December
      31,
                
                
                December
      31,2008
                
                
                2007Refundable
      Federal income tax attributable to:Current
      Operations
                
                $
                4,595
                
                
                $
                3,300Less,
      Change in valuation allowance
                
                
                (4,595
                )
                
                
                (3,300
                )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, 2008
                  
                  
                  December
      31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                  
                  $
                  13,295
                  
                  
                  $
                  8,700Less,
      valuation allowance
                  
                  
                  (13,295
                  )
                  
                  
                  (8,700
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  
                  -




At
December 31, 2008, Big Bear had an unused net operating loss carryover
approximating $40,000 that is available to offset future taxable
income  which 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, 2008 the amount is still outstanding, is
unsecured, 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. The officers and directors are involved
in other business activities and most likely will become involved in other
business activities in the future.


F-7


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




None.




Item
9A.  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, 2008.




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 year that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.




Item 9B.Other Information




None.


F-8


PART
III




Item
      10.
            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, 2008, our directors and executive officers and control persons,
their ages, positions held, and duration of such, are as follows:




Name
              Position
      Held with our Company
              Age
              Date
      First
                Elected
      or AppointedAaron
      Hall
              No
      position held.  Control person
              31
              Inception
      to September 9, 2008Dwayne
      Skellern
              President
      , Secretary, Treasurer
              30
              September
      9, 2008




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.




Dwayne
Skellern




From 2003
to 2009 Mr. Skellern was a sales associate with Prudential Financial in Sherman
Oaks California.




Mr.
Skellern obtained his  Bachelors of Arts in Management from the
University of Redlands School of Business  in Rancho Cucamonga,
California in 1992.




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 Dwayne Skellern.  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 Dwayne
Skellern.  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 Dwayne Skellern.  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:


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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, a  former officer and director of our company for a
subscription receivable of $2,000, that was collected in 2006.




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 that during fiscal year ended December 31, 2008 , 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.


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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,
110 South Fairfax Ave. Suite 11a-168, Los Angeles, California 90036




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.




Item
11.  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.


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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, 2008 .




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




There
were no stock options outstanding as at December 31,2008 .




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, 2008 .




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.




Item
12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.




The
following table sets forth, as at December 31, 2008 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
              0
              0%




(1)
            Based
      on 2,779,000 shares of common stock issued and outstanding as of December
      31, 2008.  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. Mr. Hall is a former director and
      officer


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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
13.  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
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-K and 10-KSB for the fiscal years ended December
31, 2008 and 2007 were $5,500 and $3,500 respectively.




Audit
Related Fees




For the
fiscal year ended December 31, 2008 and 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, were $3,950 and $3,550,
respectively.




Tax
Fees




For the
fiscal year ended December 31, 2008, 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.


-19-


Item
15.  Exhibits.




Exhibit Number and Exhibit
Title




(3)
                              Charter
      and By-laws3.1
                              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 Ethics14.1
                              Code
      of Business Conduct and Ethics(31)
                              Section
      302 Certification31.1
                              Certification
      of Dwayne Skellern(32)
                              Section
      906 Certification32.1
                              Certification
      of Dwayne
Skellern


-20-


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:


Dwayne
Skellern, President, Secretary and Treasurer


(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)








Date:  March
31, 2009




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/
      Dwayne SkellernDwayne
      Skellern
                    President,
      Secretary and Treasurer
                    March
      31, 2009


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