UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K/A
 Amendment
No. 1


(Mark
One)


þ Annual report under Section 13 or 15
(d) of the Securities Exchange Act of 1934




For the
fiscal year ended November 30, 2009





o
Transition report under Section 13 or 15 (d) of the Securities Exchange Act of
1934 (No fee required)





For the
transition period from _____ to _____




Commission
file number 333-132107




DUKE
      MINING COMPANY, INC.(Exact
      Name of Registrant as Specified in Its
Charter)






Delaware
            
            58-2667713(State
      or other jurisdiction of
              Incorporation
      or Organization)
            
            (IRS
      Employer I
              dentification
      No.)






850
      Third Avenue, Suite 1801
                New
      York, NY 10022(Address
      of Principal Executive Office) (Zip Code)
   (646)
      218-1400(Registrant’s
      Telephone Number, Including Area
Code)





(Former
      name, former address and former fiscal year, if changed since last
      report)





Securities
registered under Section 12(b) of the Act: None





Securities
registered under Section 12(g) of the Act: Common Stock par value $.0001 per
share





Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act. YesoNoþ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YesoNoþ




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. þ
Yes    o No




Indicate by
check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every interactive data file required to be submitted
and posted pursuant to rule 405 of Regulation S-T ( §
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). 
oYes   o  No
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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. o




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


Large accelerated
      filer
              o
              Accelerated filer
              o
              Non-accelerated
      filer
              o
              Smaller
      reporting company
              þ




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) (check one):  Yes o   No
þ





At May
30, 2009, the aggregate market value of the voting stock held by non-affiliates:
N/A





State the
number of shares of outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: 9,700,000 shares of Common Stock as
of March 1, 2010.









EXPLANATORY
NOTE
 
 This
Amendment No. 1 on Form 10-K/A to the Duke Mining Company, Inc. Form 10-K
originally filed with the Securities and Exchange Commission on March 3, 2010
(the “Form 10-K”) amends and restates the Form 10-K in its entirety to correct
various typographical errors and certain inadvertent
omissions.
   
  Table
of Contents


PART IItem 1.
            
            Business
            3Item 1A.
            
            Risk Factors
            4Item 1B.
            
            Unresolved Staff Comments
            4Item 2.
            
            Properties
            4Item 3.
            
            Legal Proceedings
            4Item 4.
            
            (Removed and Reserved)
            4PART IIItem 5.
            
            Market for Registrant’s Common Equity and Related Stockholder
      Matters
            4Item 6.
            
            Selected Financial Data
            4Item 7.
            
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            4Item 7A.
            
            Quantitative and Qualitative Disclosures About Market Risk
            8Item 8.
            
            Financial Statements and Supplementary Data
            F-1Item 9.
            
            Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure
            9Item 9A(T).
            
            Controls and Procedures
            9PART IIIItem 10.
            
            Directors and Executive of the Registrant
            11Item 11.
            
            Executive Compensation
            12Item 12.
            
            Security Ownership of Certain Beneficial Owners and
    Management
            12Item 13.
            
            Certain Relationships and Related Transactions
            12Item 14.
            
            Principal Accounting Fees and Services
            13PART IVItem 15.
            
            Exhibits, Financial Statement Schedules
            14





2




PART I


ITEM
1. BUSINESS




ration
(“Duke Mining”), entered into a share exchange agreement (the “Share Exchange
Agreement”) pursuant to which Harborview transferred to Duke Acquisition an
aggregate of 4,400,000 shares of our common held by Harborview in exchange for
Duke Acquisition transferring 1,000,000 shares of Duke Mining to us, which
shares represented all of the issued and outstanding capital stock of Duke
Mining.  As a result of the Share Exchange Agreement, Duke Mining
became our wholly owned subsidiary and constituted our principal
business.


Duke Mining was formed on February 20,
2009 for the purpose of acquiring certain mining claims from Premere Resources
Corporation (“Premere”). Prior to the Share Exchange Agreement, on March 16,
2009, Duke Mining had entered into an Asset Purchase Agreement with Premere
pursuant to which Premere agreed to sell, transfer, assign to Duke Mining 100%
of its right, title, and interest in and to certain mining leases, claims and
rights (“Acquired Assets”), except a 6% of 8/8ths net smelter royalty interest
previously assigned to Ridgepointe Mining Company. The Acquired Assets consisted
mainly of a 640 acre claim, located in San Juan County, Utah on Utah Trust Land
Administrations (UTLA), more fully described as Mineral Claim # 50719, legal
description as T29SR22E SL. Sec36.
  Duke
Mining had agreed to purchase the Acquired Assets for the following
consideration:
  a.       
Restricted common stock of Duke Mining in the amount of 50 shares or 5% of the
total outstanding stock.
 
 b.   
    The reservation of a six percent (6%) net smelter royalty to
Ridgepointe Mining Company.
 
 c.     
  Duke Mining agreeing to post sufficient bonds with the state of Utah to
allow the release and return of the current bond posted by Premere in the amount
of $10,000.
 
 d.       
Within eighteen (18) months from the closing, Duke Mining agreeing to (1) spend
a minimum of $500,000 in new capital to develop the mine or (2) construct a
processing and mining facility sufficient to process a minimum of 100 tons of
placer material per day for the recovery of gold. In the event that Duke Mining
was unable to develop a 100 ton per day processing facility or in the
alternative did not spend the minimum amount of capital outlined in (1) above,
within 30 days after the expiration of the eighteen (18 ) month period following
the closing, Duke Mining agreed to reclaim the disturbed areas on the mining
claims in accordance with state of Utah requirements and re-assign the mining
claims to Premere. Duke Mining further agreed that it would maintain the claims
in full force and effect during the eighteen (18) month period following the
closing such that, in the event of re-assignment to Premere, Premere shall
receive valid and enforceable mining claims.
 
 e.       
A one year note for seven hundred fifty thousand dollars ($750,000) as evidenced
by a promissory note executed on March 16, 2009.
  
 On October 23, 2009, we decided to sell
our mine assets to Southwest Resources, Inc. (“Southwest”) pursuant to the terms
of an Asset Purchase Agreement (the “Purchase Agreement”) . Pursuant to the
terms of the Purchase Agreement, we assigned all right, title and interest to
that certain lease arrangement (the “Lease”) dated November 14, 2008 by and
between Premere and Duke Mining with respect to the above mining claim located
in San Juan County, as well as all equipment, fixtures and furniture associated
with the mineral claim. In consideration for these assets, Southwest assumed
$823,706 of our outstanding debt and obligations, including $739,607 that was
accrued under the terms of the Lease.  Premere also consented to this
transaction.
 
 In connection with the Purchase
Agreement, we entered into a Consulting Services Agreement dated October 23,
2009 (the “Consulting Agreement”) with Southwest whereby we agreed to provide
for a period of two years various consulting services to Southwest, including,
but not limited to, evaluating financial and strategic alternatives and advising
on appropriate measures to exploit the mineral claim. In consideration of the
consulting services, Southwest issued to us 750,000 shares of its common
stock.
 
 Recently, we have redirected our
business focus towards identifying and pursuing options regarding the
development of a new business plan and direction. We are exploring various
business opportunities that have the potential to generate positive revenue,
profits and cash flow in order to financially accommodate the costs of being a
publicly held company, including, without limitation, seeking attractive merger
partners.






3








ITEM
1A. RISK FACTORS
  We are
not subject to this requirement since we are a smaller reporting
company.





ITEM
1B. UNRESOLVED STAFF COMMENTS.
  We are
not subject to this requirement since we are a smaller reporting
company.





ITEM
2. PROPERTIES
  Since
September 1, 2006, we have operated, at no cost to us, out of the
office space utilized by Harborview Advisors LLC, the general partner of
Harborview Master Fund, at 850 Third Avenue, Suite 1801, New York, NY
10022.





ITEM
3. LEGAL PROCEEDINGS
  There are
no legal proceedings to which we are subject and no such proceedings are known
by us to be contemplated.





ITEM
4. (REMOVED AND RESERVED).





PART II


ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS




Our
common stock is currently quoted on the OTC Bulletin Board maintained by the
Financial Industry Regulatory Authority, Inc. under the symbol DKMZ.OB. To date
there has not been an active market for our common
stock.


As of
November 30, 2009, we had approximately 40 shareholders of record of our
common stock. No dividends have been declared on the stock in the last two
fiscal years and our Board of Directors does not presently intend to pay
dividends in the near future.
  ITEM
6. SELECTED FINANCIAL DATA.
  We are
not subject to this requirement since we are a smaller reporting
company.
  Equity
Compensation Plan Information
  Plan
      category
                    
                    (a)
                      Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
                    
                    
                    (b)
                      Weighted-average
      exercise price of outstanding options, warrants and
      rights
                    
                    
                    (c)
                      Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity compensation plans approved by security holders
                    
                    
                    ––
                    
                    
                    
                    ––
                    
                    
                    
                    3,500,000Equity compensation plans not approved by security holders
                    
                    
                    ––
                    
                    
                    
                    ––
                    
                    
                    
                    ––All
      plans
                    
                    
                    ––
                    
                    
                    
                    ––
                    
                    
                    
                    3,500,000
 
 
 No
options have been granted and outstanding under the Equity Incentive Plan as of
November 30, 2009.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
 
 Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995






4





General




Following our acquisition of Duke
Mining, on October 23, 2009, we decided to sell all of its mining assets to
Southwest pursuant to the terms of an Asset Purchase Agreement (the “Purchase
Agreement”). Pursuant to the terms of the Purchase Agreement, we assigned all of
our rights, title and interest to the Mineral Claim as well as all equipment,
fixtures and furniture associated with the Mineral Claim.
 Results
of Operations
  Fiscal
Year Ended November 30, 2009 Compared to Fiscal Year Ended November 30,
2008
  We were inactive for the year ended
November 30, 2008, having ceased operations and all previous business activities
in 2006. While we became active following our acquisition of the Mineral Claim
on March 26, 2009, we subsequently became inactive again following our sale of
the Mineral Claim on October 23, 2009.
  Revenues. For the fiscal year
ended November 30, 2009, we recognized $1,902 in revenues in connection with a
Consulting Services Agreement dated October 23, 2009 with Southwest whereby we
agreed to provide for a period of two years various consulting services to
Southwest, including, but not limited to, evaluating financial and strategic
alternatives and advising on appropriate measures to exploit the Mineral Claim.
We did not recognize any revenues for the fiscal year ended November 30,
2008.
  Expenses. For the fiscal year
ended November 30, 2009, we had total operating expenses of $93,774, which
consisted of $25,544 in general and administrative expenses, $43,230 in
professional services and legal fees of $25,000. For the fiscal year ended
November 30, 2008, the Company had total operating expenses of $40,250, which
consisted entirely of general and administrative expenses.
 
 Other Income Expenses.For
the fiscal year ended November 30, 2009, we had other income expenses of
$53,028, which consisted of interest expense of $116,735, as offset by a gain of
$63,707 from the sale of our mining assets. For the fiscal year ended November
30, 2008, we did not have any other income expenses.
 
 Net Loss.For the fiscal year
ended November 30, 2009, we had a net loss of $144,900 as compared to a net loss
of $40,250 for the fiscal year ended November 30, 2008.
 
 Liquidity
 
 At November 30, 2009, we had cash and
cash equivalents of $8,531, compared to $0 at November 30, 2008. At November 30,
2009, we had $144,465 in net cash provided by financing activities, compared to
$13,875 at November 30, 2008. At November 30, 2009, we had $26,325 in non-cash
investing and financing activities, compared to $0 at November 30, 2008. Our
non-cash investing and financing activities during fiscal 2009 was related to
our purchase of the Mineral Claim.
  5
 Recent
Accounting Pronouncements





The
FASB Accounting Standards Codification and The Hierarchy of Generally
Accepted Accounting Principles


6










7





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




We are
not subject to this requirement since it is a smaller reporting
company.







8




ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





DUKE
MINING COMPANY, INC.


NOVEMBER
30, 2009 AND 2008





INDEX
TO FINANCIAL STATEMENTS




Contents
            Page(s)Report of Independent Registered Public Accounting
      Firm
            F -
      2Balance Sheets
            F -
      3Statements of Operations
            F -
      4Statement of Stockholders’
      Deficit
            F -
      5Statements of Cash Flows
            F -
      6Notes to the Financial
      Statements
            F -
      7





F-1


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and stockholders of


Boxwoods,
Inc.


New York,
New York





We have
audited the accompanying balance sheets of Duke Mining Company, Inc. (the
“Company”) as of November 30, 2009 and 2008 and the related statements of
operations, stockholders’ deficit and cash flows for the fiscal years then
ended. 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 includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Duke Mining Company, Inc., as of
November 30, 2009 and 2008 and the results of its operations and its cash flows
for the fiscal years then ended in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has negative working capital, has an accumulated deficit
at November 30, 2009 and has a net loss and cash used in operations for the
fiscal year ended November 30, 2009. These factors raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s plans in
regards to these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/ Li & Company,
PC


Li & Company,
PC





Skillman,
New Jersey


February
26, 2010





F-2





DUKE
MINING COMPANY, INC.


Balance
Sheets





November
      30,
              2009
            
            
            November
      30,
              2008AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            8,531
            
            
            $
            -Total
      current assets
            
            
            8,531
            
            
            
            -Other
      assets
            
            
            26,235
            
            
            
            -Total
      Assets
            
            $
            34,766
            
            
            $
            -Liabilities
      and Stockholders' DeficitCurrent
      liabilities:Accrued
      expenses
            
            
            51,339
            
            
            
            45,875Current
      portion of deferred revenues
            
            
            13,116
            
            
            
            -Note
      payable - shareholder, net of $31,682  original issue
      discount
            
            
            136,318
            
            
            
            -Advances
      payable, related parties
            
            $
            55,326
            
            
            $
            41,875Total
      current liabilities
            
            
            256,099
            
            
            
            87,750Deferred
      revenues
            
            
            11,217
            
            
            
            -267,316
            
            
            
            87,750Stockholders’
      Deficit:Preferred
      stock at $0.0001 par value; 25,000,000 shares authorized; no shares issued
      or outstanding
            
            
            -
            
            
            
            -Common
      stock at $0.0001 par value; 500,000,000 shares authorized; 9,700,000 and
      10,100,000 shares issued and outstanding, respectively
            
            
            970
            
            
            
            1,010Additional
      paid-in capital
            
            
            (5,077
            )
            
            
            (5,217
            )Accumulated
      deficit
            
            
            (228,443
            )
            
            
            (83,543
            )Total
      Stockholders’ Deficit
            
            
            (232,550
            )
            
            
            (87,750
            )Total
      Liabilities and Stockholders’ Deficit
            
            $
            34,766
            
            
            $
            -





See
accompanying notes to the financial statements.




F-3





DUKE
MINING COMPANY, INC.


Statements
of Operations





For
      the Fiscal
              Year
      Ended
              November
      30,
              2009
            
            
            For
      the Fiscal
              Year
      Ended
              November
      30,
              2008Consulting
      Revenues
            
            $
            1,902
            
            
            $
            -Operating
      expenses:General
      and administrative
            
            
            25,544
            
            
            
            40,250Professional
      services
            
            
            43,230
            
            
            
            -Legal
      fees
            
            
            25,000
            
            
            
            -Total
      operating expenses
            
            
            93,774
            
            
            
            40,250Loss
      from operations
            
            
            (91,872
            )
            
            
            (40,250
            )Other
      income (expenses):Interest
      expense
            
            
            (116,735
            )
            
            
            -Gain
      on sale of mining assets
            
            
            63,707
            
            
            
            -Total
      other income (expense)
            
            
            (53,028
            )
            
            
            -Net
      loss
            
            $
            (144,900
            )
            
            $
            (40,250
            )Net loss per common
      share - basic and diluted
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted average number
      of common shares outstanding - basic and
     diluted
            
            
            10,098,904
            
            
            
            10,100,000





See
accompanying notes to the financial statements.


F-4





DUKE
MINING COMPANY, INC.


Statement
of Stockholders’ Deficit


November
30, 2009




Common
      StockShares
            
            
            Amount
            
            
            AdditionalPaid-in
      Capital
            
            
            Accumulated
              Deficit
            
            
            TotalStockholders'
              DeficitBalance at November 30, 2007
            
            
            10,100,000
            
            
            $
            1,010
            
            
            $
            (5,217
            )
            
            $
            (43,293
            )
            
            $
            (47,500
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (40,250
            )
            
            
            (40,250
            )Balance at November 30, 2008
            
            
            10,100,000
            
            
            
            1,010
            
            
            
            (5,217
            )
            
            
            (83,543
            )
            
            
            (87,750
            )Contribution
      to capital
            
            
            
            
            
            
            
            
            
            
            100
            
            
            
            
            
            
            
            100Cancellation
      of common stock
            
            
            (400,000
            )
            
            
            (40
            )
            
            
            40
            
            
            
            
            
            
            
            -Net
      loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (144,900
            )
            
            
            (144,900
            )Balance at November 30, 2009
            
            
            9,700,000
            
            
            $
            970
            
            
            $
            (5,077
            )
            
            $
            (228,443
            )
            
            $
            (232,550
            )




See
accompanying notes to the financial statements.








DUKE
MINING COMPANY, INC.


Statements
of Cash Flows


For
      the Fiscal Year Ended
                November 30,2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (144,900
              )
              
              $
              (40,250
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
              
              
              82,986
              
              
              
              -Gain
      on sale of mineral interest
              
              
              (63,706
              )
              
              
              -Deferred
      revenues
              
              
              (1,902
              )
              
              
              -Changes
      in operating assets and liabilitiesDeposits
              
              
              (10,000
              )
              
              
              -Accrued
      expenses
              
              
              5,565
              
              
              
              26,375Other
      liabilities
              
              
              (3,977
              )
              
              
              -Net
      Cash Used in Operating Activities
              
              
              (135,934
              )
              
              
              (13,875
              )CASH
      FLOWS FROM INVESTING ACTIVITIESCASH
      FLOWS FROM FINANCING ACTIVITIESIncrease
      in notes payable
              
              
              154,014
              
              
              
              -Payment
      of notes payable
              
              
              (23,000
              )
              
              
              -Increases
      in due to shareholders
              
              
              13,451
              
              
              
              13,875Net
      Cash Provided by Financing Activities
              
              
              144,465
              
              
              
              13,875NET
      CHANGE IN CASH
              
              
              8,531
              
              
              
              -CASH
      AT BEGINNING OF PERIOD
              
              
              -
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              8,531
              
              
              $
              -SUPPLEMENTAL
      SCHEDULE OF CASH FLOW ACTIVITIES:Cash
      Paid For:Interest
      expense
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -NON-CASH
      INVESTING AND FINANCING ACTIVITIESDeferred
      revenues paid by common stock
              
              $
              26,325
              
              
              $
              -Cancellation
      of common stock
              
              $
              40
              
              
              $
              -


See
accompanying notes to the financial statements.


F-6


DUKE
MINING COMPANY, INC.


November
30, 2009 and 2008


Notes to
the Financial Statements





NOTE
1 - ORGANIZATION





On
March 26, 2009, Boxwoods, Inc., a Delaware corporation (“Boxwoods”),
Harborview Master Fund, L.P. (“Harborview”),  and Duke Mining
Acquisition LLC, a Texas Limited Liability Company (“Duke Acquisition”), the
sole owner of 100% of the issued and outstanding capital stock of Duke Mining
Company, Inc. (“Duke” or “Duke Mining”, or the “Company”), by and among
themselves, entered a Share Exchange Agreement (the “Agreement”). Boxwoods was a
shell company as that term is defined in Rule 12b-2 under the Exchange Act
(17 CFR 240.12b-2). The Company was incorporated as a limited liability company
under the name of Somebox, Inc. (“Somebox”) on April 28, 2003 in the State of
Delaware.





Pursuant
to the Agreement, Harborview transferred to Duke Acquisition an aggregate of
4,400,000 of its shares of Common Stock of Boxwoods, in exchange for 1,000,000
shares of Duke Mining, which represented all of the issued and outstanding
capital stock of Duke Mining Company, Inc.





Duke
Mining Company, Inc was formed on February 20, 2009 as a Texas C
corporation for the purpose of acquiring certain mining claims from Premere
Resources Corporation (“Premere”), a Wyoming corporation. On March 16, 2009,
Duke had entered into an Asset Purchase Agreement with Premere. Premere agreed
to sell, transfer, assign to Duke Mining 100% of its right, title, and interest
in and to certain mining leases, claims and rights located in San Juan County
(“Mineral Claim”).





Subsequently, on October 23, 2009,
Duke decided to sell its mining assets to Southwest Resources, Inc., a Delaware
corporation (“Southwest”) pursuant to the terms of an Asset Purchase Agreement
(the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the
Company assigned all right, title and interest to that certain lease arrangement
(the “Lease”) dated November 14, 2008 by and between Premere Resources
Corporation and the Company with respect to the a mining claim as well as all
equipment, fixtures and furniture associated with the mineral
claim.




In
connection with the Southwest Purchase Agreement, the Company entered into a
Consulting Services Agreement dated October 23, 2009 (the “Consulting
Agreement”) with Southwest whereby they agreed to provide, for a period of two
years, various consulting services to Southwest, including, but not limited to,
evaluating financial and strategic alternatives and advising on appropriate
measures to exploit the Mineral Claim.




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
presentation





The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).





Fiscal
year-end




The
Company elected November 30 as its fiscal year ending date.





Use of
estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as the reported amount of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.





Cash
equivalents





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





Impairment
of long-lived assets





The
Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived assets.  The Company’s long-lived
assets, which includes investment is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable.




F-7





The Company assesses the recoverability
of its long-lived assets by comparing the projected undiscounted net cash flows
associated with the related long-lived asset or group of long-lived assets over
their remaining estimated useful lives against their respective carrying
amounts.  Impairment, if any, is based on the excess of the carrying
amount over the fair value of those assets.  Fair value is generally
determined using the asset’s expected future discounted cash flows or market
value, if readily determinable.  If long-lived assets are determined
to be recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful
lives.  The Company determined that there were no impairments of
long-lived assets as of November 30, 2009.





Fair value of financial
instruments





The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial
instruments.  Paragraph 820-10-35-37 establishes a framework for
measuring fair value in accounting principles generally accepted in the United
States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels.  The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to
unobservable inputs.  The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:





Level
      1
            Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting date.Level
      2
            Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.Level
      3
            Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.





The
carrying amounts of the Company’s financial assets and liabilities, such as
cash, accrued expenses, deferred revenues, and advances payable, related parties
approximate their fair values because of the short maturity of these
instruments. The Company’s note payable approximates the fair value of such
instrument based upon management’s best estimate of interest rates that would be
available to the Company for similar financial arrangement at November 30,
2009.





The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
November 30, 2009, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the fiscal years ended November 30, 2009 or 2008.





Revenue
recognition





The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition.   The Company recognizes
revenue when it is realized or realizable and earned.  The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured.





The
Company will derive its revenue from consulting services with customers with
revenues being generated upon the completion of the
service.  Persuasive evidence of an arrangement is demonstrated via
invoice.





Marketable securities are carried at fair value,
with changes in value included in the statement of income in the period of
change. Fair value is generally determined by quoted market prices.





Income
taxes





The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification.  Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to
reverse.  Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the statements of operations in the period that includes the
enactment date.




F-8





The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”).  Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should
be recorded in the financial statements.  Under Section 740-10-25, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the
position.  The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement.  Section 740-10-25 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures.  The
Company had no material adjustments to its liabilities for unrecognized income
tax benefits according to the provisions of Section 740-10-25.





Net Loss Per Common
Share





Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period.  Diluted net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each
period.  There were no potentially dilutive shares outstanding as of
November 30, 2009 or 2008.





Recently
Issued Accounting Pronouncements





In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-9072 on October 13, 2009.  Under the provisions of
Section 404 of the Sarbanes-Oxley Act, public companies and their independent
auditors are each required to report to the public on the effectiveness of a
company’s internal controls.  The smallest public companies with a
public float below $75 million have been given extra time to design, implement
and document these internal controls before their auditors are required to
attest to the effectiveness of these controls.  This extension of time
will expire beginning with the annual reports of companies with fiscal years
ending on or after June 15, 2010.  Commencing with its annual report
for the fiscal year ending November 30, 2010, the Company will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement




●
            of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial reporting;●
            of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end; and●
            of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.




Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.





In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009.  The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place.  All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009.





In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities.  The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.





In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities.  This Update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements.  The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.




F-9





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”.  This Update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer commentAccounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this Update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this Update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.





In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 “Equity Topic 505 –
Accounting for Distributions to Shareholders with Components of Stock and
Cash”, which clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions
should be accounted for and included in EPS calculations in accordance with
paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting
Standards codification.  The amendments in this Update also provide a
technical correction to the Accounting Standards Codification.  The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master
Glossary.  That guidance indicates that a stock dividend takes nothing
from the property of the corporation and adds nothing to the interests of the
stockholders.  It also indicates that the proportional interest of
each shareholder remains the same, and is a key factor to consider in
determining whether a distribution is a stock dividend.





In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 “Consolidation Topic
810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a
Scope Clarification”, which provides amendments to Subtopic 810-10 and
related guidance within U.S. GAAP to clarify that the scope of the decrease in
ownership provisions of the Subtopic and related guidance applies to the
following:




1.
            A
      subsidiary or group of assets that is a business or nonprofit
      activity


2.
            A
      subsidiary that is a business or nonprofit activity that is transferred to
      an equity method investee or joint venture


3.
            An
      exchange of a group of assets that constitutes a business or nonprofit
      activity for a noncontrolling interest in an entity (including an equity
      method investee or joint venture).


The
amendments in this Update also clarify that the decrease in ownership guidance
in Subtopic 810-10 does not apply to the following transactions even if they
involve businesses:




1.
            Sales
      of in substance real estate.  Entities should apply the sale of
      real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment)
      and 976-605 (Retail/Land) to such transactions.


2.
            Conveyances
      of oil and gas mineral rights.  Entities should apply the
      mineral property conveyance and related transactions guidance in Subtopic
      932-360 (Oil and Gas-Property, Plant, and Equipment) to such
      transactions.





If a
decrease in ownership occurs in a subsidiary that is not a business or nonprofit
activity, an entity first needs to consider whether the substance of the
transaction causing the decrease in ownership is addressed in other U.S. GAAP,
such as transfers of financial assets, revenue recognition, exchanges of
nonmonetary assets, sales of in substance real estate, or conveyances of oil and
gas mineral rights, and apply that guidance as applicable. If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.




F-10





Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.





NOTE 3 - GOING CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As reflected in the accompanying
financial statements, the Company had an accumulated deficit of $228,443 at
November 30, 2009, with a net loss from operations of $144,900 and net cash used
in operating activities of $135,934 for the fiscal year ended November 30,
2009.





While the
Company is attempting to generate sufficient revenues, the Company’s cash
position may not be significant enough to support the Company’s daily
operations.  Management believes that the actions presently being
taken to further implement its business plan and generate additional revenues
provide the opportunity for the Company to continue as a going concern. While
the Company believes in the viability of its strategy to increase revenues and
in its ability to raise additional funds, there can be no assurances to that
effect. The Company’s ability to continue as a going concern is dependent upon
its ability to achieve profitable operations or obtain adequate
financing.





The
financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.





NOTE
4 – OTHER ASSETS AND DEFERRED REVENUES





In
connection with the Southwest Purchase Agreement, the Company entered into a
Consulting Services Agreement dated October 23, 2009 (the “Consulting
Agreement”) with Southwest whereby the Company agreed to provide for a period of
two (2) years various consulting services to Southwest, including, but not
limited to, evaluating financial and strategic alternatives and advising on
appropriate measures to exploit the Mineral Claim. In consideration of the
consulting services, Southwest issued to the Company 750,000 shares of its
common stock (the “Shares”). The Shares are “restricted securities” as such term
is defined in the Securities Act of 1933.These
shares represent less than 5% of the outstanding shares of Southwest. The fair
market value of the shares was $26,235.  The related consulting fees
have been recorded as deferred revenues and will be recognized ratably to
revenues over the life of the agreement of two (2) years.  As of
November 30, 2009, deferred consulting fees totaled $24,333.





NOTE
5 – NOTES PAYABLE










In
association with the Asset Purchase Agreement, the Company issued to Premere a
promissory note for $750,000, payable as follows:






1.
            Twenty
      thousand dollars, USD ($20,000.00) paid on or before March 16,
      20092.
            Thirty
      thousand dollars  USD ($30,000.00) paid on or before April 15,
      20093.
            Fifty
      thousand dollars USD ($50,000.00) paid on or before May 14,
      20094.
            One
      hundred dollars USD ($100,000.00) paid on or before June 15,
      20095.
            The
      balance of $550,000 to be evidenced by a convertible notes payable
      in   installments of one hundred thousand dollars USD
      ($100,000.00) paid on or before the 15th
      of  each subsequent month beginning October 15, 2009 until paid in
      full.




The note
matures on May 16, 2010, with interest at 7.5% per annum, at which time the
outstanding principal amount of the loan, and all accrued and unpaid interest
thereon, shall be due and payable.









F-11




On
October 23, 2009, Duke sold certain of its mine assets to Southwest
Resources, Inc., a Delaware corporation (“Southwest”) pursuant to the terms of
an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms of
the Purchase Agreement, the Company assigned all right, title and interest to
that certain lease arrangement (the “Lease”) dated November 14, 2008 by and
between Premere Resources Corporation and the Company with respect to the above
mining claim located in San Juan County (“Mineral Claim”), as well as all
equipment, fixtures and furniture associated with the mineral claim. In
consideration of the Acquired Assets, Southwest assumed $823,706 of the
Company’s outstanding debt and obligations, including $739,607 accrued under the
terms of the Lease.




As such,
as of November 30, 2009, the amount outstanding was $0 under this
note.  During the year related interest expense totaling $32,607 was
recorded and is included in the Statement of Operations as interest
expense.




On May
12, 2009, the Company issued a note to Randy Hepler for $25,500. The note
matured on July 1, 2009 and bears interest at 8% per annum. Hepler has exercised
his right to extend the note on a month-to-month basis.  As of August
31, 2009, additional advances of $7,700 were made. These advances were
subsequently assigned and assumed by Southwest as part of the Asset Purchase
agreement regarding the sale of mineral claims.  As such, as of
November 30, 2009, the amount outstanding was $0.  During the year
related interest expense totaling $1,400 was recorded and is included in the
Statement of Operations as interest expense.




NOTE
6  –  NOTES PAYABLE TO RELATED PARTIES





Subsequent
to the share exchange between Boxwoods and Harborview, the Company executed an
Original Issue Discount Convertible Note ("Convertible Note”) for the original
note amount of $168,000 payable to Harborview Master Fund, L.P. The Convertible
Note is made up of principal sum of $70,000 plus pre-computed and prepaid
interest. Subject to other provisions of the Convertible Note, the aggregate
principal balance plus any accrued but unpaid interest shall become due and
payable on March 26, 2010. The note is convertible, at the option of the holder,
at any time on or prior to maturity into shares of the Company’s common stock at
an initial conversion price of $1.00 per share. At November 30, 2009, the amount
outstanding was $136,318.  Amortization of the discounts totaled
$66,318 as of November 30, 2009.





During
the year ended November 30, 2009, the Company sold an unsecured promissory note
in the principal amount of $69,000. The gross proceeds of the sale were $30,000.
The note does not bear interest, but instead was issued at a discount of $39,000
to the face amount. The note is due in full on March 26, 2010. This note was
subsequently assigned and assumed by Southwest as part of the Asset Purchase
agreement regarding the sale of mineral claims.  As such, as of
November 30, 2009, the amount outstanding was $0.  Amortization of the
discounts totaled $16,668 as of November 30, 2009.





NOTE
7 – ADVANCES PAYABLE, RELATED PARTIES





Advances
from related parties bear no interest and are payable on demand.  The
amount outstanding as of November 30, 2009 was $41,875.





NOTE
8 – INCOME TAXES





At
November 30, 2009, the Company has available for federal and state income tax
purposes a net operating loss (“NOL”) carry-forwards of approximately $206,134
that may be used to offset future taxable income through the fiscal year ending
November 30, 2029. No tax benefit has been reported with respect to these net
operating loss carry-forwards in the accompanying financial statements since the
Company believes that the realization of its net deferred tax assets of
approximately $70,085 was not considered more likely than not and accordingly,
the potential tax benefits of the net loss carry-forwards are fully offset by a
valuation allowance of $70,085.





Deferred
tax assets consist primarily of the tax effect of NOL carry-forwards. The
Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding its realizability. The valuation allowance
increased approximately $41,696 and $23,740 during the years ended November 30,
2009 and 2008, respectively.










Net deferred tax assets – Non-current:Expected Federal income tax benefit from NOL carry-forwards
            
            $
            70,085
            
            
            $
            28,390Less valuation allowance
            
            
            (70,085
            )
            
            
            (28,390
            )Deferred tax assets, net of valuation allowance
            
            $
            —
            
            
            $
            —  
  Federal income tax rate
            
            
            34.0
            %
            
            
            15.0
            %Net operating loss
            
            
            (34.0
            )
            
            
            (15.0
            )Effective income tax rate
            
            
            0.0
            %
            
            
            0.0
            %





F-12




NOTE
9 – STOCKHOLDERS’ DEFICIT




On
March 26, 2009, Harborview, the majority stockholder of the Company,
contributed its ownership of 1,000,000 shares of Duke Mining Company, Inc.
valued at its par value of $100 to the Company. The contribution was recorded in
additional paid in capital.




On April
13, 2009, stockholders’ holding a majority of the Company’s outstanding common
stock approved (1) the change of the name of the Company to Duke Mining Company,
Inc. (2) increased the number of authorized common stock from 25,000,000 to
500,000,000 and (3) increased the authorized number of preferred stock from
1,000,000 to 25,000,000.




On
November 29, 2009 the Company, with the mutual consent of the shareholder,
cancelled 400,000 shares of the Company’s common stock. The cancellation was
recorded at the par value of $0.0001 per share or $40 with a reduction to common
stock and a corresponding increase to additional paid in capital.




Equity Incentive
Plan




Pursuant
to an April 13, 2009 Board of Directors stockholder approval, the Company
adopted its 2007 Equity Incentive Plan (the “Plan”) whereby it reserved for
issuance up to 3,500,000 shares of its common stock. The purpose of the Plan is
to provide directors, officers and employees of, and consultants, to the Company
with additional incentives by increasing their ownership interest in the
Company.  Directors, officers employees and consultants of the Company
are eligible to participate in the Plan.  Options in the form of
Incentive Stock Options (“ISO”) and Non-Statutory Stock Options (“NSO”) may be
granted under the Plan.





The Board
of Directors of the Company or a Compensation Committee (once established) will
administer the Plan with the discretion generally to determine the terms of any
option grant, including the number of option shares, exercise price, term,
vesting schedule and the post-termination exercise period.





No options have been granted and outstanding under the Plan as of November
30, 2009.


NOTE
10 – SUBSEQUENT EVENTS




Management
performed an evaluation of the Company’s activity from the balance sheet date of
November 30, 2009 through February 26, 2010, the date that the financial
statements were issued, and has concluded that there are no reporting events to
be reported.




F-13


ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE








ITEM
9A. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and
Procedures.




Regulations
under the Securities Exchange Act of 1934 (the “Exchange Act”) require public
companies to maintain “disclosure controls and procedures,” which are defined as
controls and other procedures that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.








































Remediation of Material
Weaknesses










9





Management’s
Report on Internal Control over Financial Reporting















●
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;●
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      the preparation of financial statements in accordance with U.S. generally
      accepted accounting principles and that our receipts and expenditures are
      being made only in accordance with authorization of our management and
      directors; and●
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




























10


Management's
Remediation Initiatives




In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:




We will
increase our personnel resources and technical accounting expertise within the
accounting function when funds are available to us. First, we will create a
position to segregate duties consistent with control objectives of having
separate individuals perform (i) the initiation of transactions, (ii) the
recording of transactions and (iii) the custody of assets. Second, we will
create a senior position to focus on financial reporting and standardizing and
documenting our accounting procedures with the goal of increasing the
effectiveness of the internal controls in preventing and detecting misstatements
of accounting information. Third, we plan to appoint one or more outside
directors to our board of directors who shall be appointed to an audit committee
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and
procedures such as reviewing and approving estimates and assumptions made by
management when funds are available to us. We anticipate the costs of
implementing these remediation initiatives will be approximately $200,000 to
$250,000 a year in increased salaries and $50,000 to $100,000 a year in
increased legal and accounting expenses.








We
anticipate that these initiatives will be at least partially, if not fully,
implemented by November 30, 2010.  Additionally, we plan to test our
updated controls and remediate our deficiencies by November 30,
2010.





Changes in Internal Controls over Financial
Reporting




There
were no changes in our internal control over financial reporting during the
quarter ending November 30, 2009 that materially affected, or were reasonably
likely to materially affect, our internal control over financial
reporting.




PART III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCES.


Name
            
            Age
            
            PositionRichard
      Rosenblum
            
            50
            
            Director,
      Chief Financial Officer, Treasurer and SecretaryBenjamin
      Mayer
            
            37
            
            CEO,
      President and Chairman of the Board of
Directors





Directors
hold office until the next annual meeting of the shareholders of the Company or
until their successors have been elected and qualified. Officers are elected
annually and serve at the pleasure of the Board of Directors.




Richard Rosenblumhas been a
Director of ours since September 28, 2006 and Chief Financial Officer since
September 29, 2006. Mr. Rosenblum has been a principal of Harborview
Advisors, LLC since its inception in 2004. He previously was a Managing Director
of Investment Banking at vFinance, Inc., a middle market investment banking and
brokerage organization. Mr. Rosenblum has been an active force in the small and
mid-cap markets for more than 16 years, providing advice, expertise, and access
to critical growth for emerging companies, raising more than $300 million. Mr.
Rosenblum graduated from the State University of New York at Buffalo in
1981,summa cum laude,
with a degree in Finance and Accounting.




Benjamin Mayerhas
been our Chairman since March 26, 2009. Additionally, Mr. Mayer has been
a Portfolio Manager for Harborview Capital Management since its inception
in November 2004. Mr. Mayer has been a managing member and
principal to various consulting firms and has been an early stage investor.
He has successfully advised public and private companies for the last 10 years,
and has solidified capital requirements over $300 million, for small early
stage and emerging growth companies. Mr. Mayer is a member of the board of
directors for various private companies and charities, including the school his
children attend.




Code of Ethics


11





ITEM
11. EXECUTIVE COMPENSATION










compensatory plans
or arrangements whereby any executive officer would receive payments from us or
a third party upon his resignation, retirement or termination of employment, or
from a change in our control or a change in the officer’s responsibilities
following a change in
control.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.









Name
      and Address of Beneficial Owner
              
              Amount
      and Nature of Beneficial Ownership
              
              Percent
      of ClassRichard
      Rosenblum(1)
              
              9,096,500(2)
              
              94%Benjamin
      Mayer
              
              —
              
              —Harborview
      Master Fund, L.P.
                Harbor
      House
                Waterfront
      Drive
                Road
      Town, Tortola
                British
      Virgin Islands
              
              9,096,500(2)
              
              94%Diverse
      Trading Ltd
                Harbor
      House
                Waterfront
      Drive
                Road
      Town, Tortola
                British
      Virgin Islands
              
              584,920
              
              6%All
      Officers and Directors as a group (2 persons)
              
              9,096,500(2)
              
              94%


(1)
              Richard Rosenblum is
      a principal and a general partner of Harborview Advisors, LLC, the general
      partner of Harborview Master Fund, L.P., and, as such, has voting control
      and investment discretion over the shares of common stock held by
      Harborview Master Fund, L.P. Mr. Rosenblum disclaims beneficial ownership
      of any of our shares of common stock held by Harborview Master Fund,
      LP.(2)
              Includes an option
      to acquire 97,000 shares held by a third
party.






Our officers
and directors have determined that the services provided by our principal
accountant are compatible with maintaining the principal accountant’s
independence.


ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE







Harborview Master Fund, L.P. has
advanced $55,326 to us to pay for general corporate expenses. These advances are
not interest bearing and are payable to Harborview Master Fund, L.P. upon its
demand.




12




ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fees
billed for services provided by Li & Company, PC (“Li”) relating to the
fiscal years ended November 30, 2009 and 2008 were as follows:
 
 Audit
Fees
 
 Audit
fees billed by Li for the fiscal years ended November 30, 2009 and 2008 were
$11,000 and $10,500, respectively.  These fees were billed for
professional services rendered that were directly associated with the
preparation of annual audit reports and quarterly review
reports.
 
 Tax
Fees
 
 Tax fees
billed by Li for the fiscal years ended November 30, 2009 and 2008 were $1,000
and $1,000. respectively.
 
 All
Other Fees
 
 No other
fees other than those set out above have been billed by Li.
  13


PART IV





ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


ExhibitNumber
            
            Description
      of Exhibit3.1
            
            Articles
      of Incorporation

                (Incorporated
      by reference to the same exhibit filed with the Company’s registration
      statement on Form SB-2 February 28, 2006)3.2
            
            Bylaws

                (Incorporated
      by reference to the same exhibit filed with the Company’s registration
      statement on Form SB-2 February 28, 2006)3.3
            
            Certificate
      of Amendment to Certificate of Incorporation, as filed with the Delaware
      Secretary of State on October 4, 2006

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K October 5, 2006)3.4
            
            Amendment
      to Certificate of Incorporation

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K May 28, 2009)3.5
            
            First
      Amendment to the Bylaws**10.1
            
            Stock
      Purchase Agreement, dated as of September 29, 2006

                (Incorporated
      by reference to the same exhibit Filed with the Company’s Form 10-KSB
      filed on March 21, 2007)10.2
            
            Share
      Exchange Agreement and Convertible Promissory Note

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K March 27, 2009)10.3
            
            $750,000
      Promissory Note

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K March 27, 2009)10.4
            
            Asset
      Purchase Agreement and Assignment of Claim

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K March 27, 2009)10.5
            
            Asset
      Purchase Agreement and Assignment and Assumption Agreement to Southwest

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K October 29, 2009)10.6
            
            Consulting
      Services Agreement

                (Incorporated
      by reference to the same exhibit filed with the Company’s Current Report
      filed on Form 8-K October 29, 2009)31.1
            
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) under the
      Securities Act of 1934. *31.2
            
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) under the
      Securities Act of 1934. *32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C., Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      *32.2
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C., Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      **
            
            Filed
      with this report**
            
            Previously
      filed





14




SIGNATURES








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, we have duly caused this report to be signed on our behalf by the
undersigned, thereunto duly authorized.




DUKE
      MINING COMPANY, INC..Date:
      March 5, 2010
            By:
            /s/
      Richard
      RosenblumRichard
      RosenblumChief
      Financial Officer, Treasurer and
Secretary





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


Date:
      March 5, 2010
            By:
            /s/
      Richard
      RosenblumRichard
      RosenblumChief
      Financial Officer, Treasurer and SecretaryDirector(principal
      executive officer, principal financial officer)Date:
      March 5, 2010
            By:
            /s/
      Benjamin MayerBenjamin
      MayerPresidentChairman
      of the Board of Directors





15