UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-K








[X]
            ANNUAL
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended: August
      31, 2008[   ]
            TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from  _____________________
      to ___________________Commission
      file number: 000-52944MINE
      CLEARING CORP.(Name
      of Small Business Issuer in its charter)Incorporated in the State of
      Nevada
            00-0000000(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)#640 – 801 6thAve. SW, Calgary, Alberta,
      Canada
            T2P 3W2(Address
      of principal executive offices)
            (Zip
      Code)Issuer’s
      telephone number:
            (250)
      490-3378





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





Title
      of each class
            Name
      of each exchange on which registeredNone
            N/A





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





common
      stock - $0.001 par value(Title
      of Class)





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





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.Yes  [   ]   No  [X]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


1.  Yes  [X]   No  [   ]


2.  Yes  [X]   No  [   ]







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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 the 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.[   ]





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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer [   ]
            Accelerated
      filer [   ]Non-accelerated
      filer [   ]
            Smaller
      reporting company [X](Do
      not check if a smaller reporting company)





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





State
issuer’s revenues for its most recent fiscal year.  $nil





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of the last business day of the registrant’s
most recently completed second fiscal quarter, based upon the par value of the
registrant’s common stock on February 29, 2008 was $13,262,742($4.25 bid - $5.00
ask)





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





Class
            Outstanding at November 29,
      2008common
      stock - $0.001 par value
            59,446,200





Documents
incorporated by reference:  Exhibit 3.1 (Articles of Incorporation)
and Exhibit 3.2 (By-laws) both filed as exhibits to Mine Clearing Corp’s
registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.1
(Kalamalka property agreement) filed as an exhibit to Mine Clearing Corp’s
registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.2
(Kalamalka property option agreement addendum #1) filed as an exhibit to Mine
Clearing Corp’s Form SB-2 filed on April 6, 2007; Exhibit 10.4 (Kalamalka
property trust agreement) filed as an exhibit to Mine Clearing Corp’s
registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.5
(Kalamalka property option agreement addendum #2) filed as an exhibit to Mine
Clearing Corp’s registration statement on Form SB-2 filed on April 6, 2007;
Exhibit 10.6 (Kalamalka property agreement addendum #3) filed as an exhibit to
Mine Clearing Corp’s Form 8-K (Current Report) filed on October 30, 2007; and
Exhibit 14 (Financial Code of Ethics) filed as an exhibit to Mine Clearing
Corp’s registration statement on Form SB-2 filed on April 6, 2007.





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














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Forward
Looking Statements





The
information in this annual report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  These forward-looking statements
involve risks and uncertainties, including statements regarding Mine Clearing
Corp’s capital needs, business strategy and expectations.  Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements.  In some cases, you can
identify forward-looking statements by terminology such as “may”, “will”,
“should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”,
“predict”, “potential” or “continue”, the negative of such terms or other
comparable terminology. Actual events or results may differ
materially.  In evaluating these statements, you should consider
various factors, including the risks outlined from time to time, in other
reports Mine Clearing Corp’s files with the Securities and Exchange
Commission.





The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.  The forward-looking
statements in this Form 10-K for the fiscal year ended August 31, 2008, are
subject to risks and uncertainties that could cause actual results to differ
materially from the results expressed in or implied by the statements contained
in this report.  As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of
judgment.  To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and
accordingly, no opinion is expressed on the achievability of those
forward-looking statements.  No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate.





All
forward-looking statements are made as of the date of filing of this Form 10-K
and Mine Clearing Corp disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements.  Mine Clearing Corp may, from time to
time, make oral forward-looking statements.  Mine Clearing Corp
strongly advises that the above paragraphs and the risk factors described in
this Annual Report and in Mine Clearing Corp’s other documents filed with the
United States Securities and Exchange Commission should be read for a
description of certain factors that could cause the actual results of Mine
Clearing Corp to materially differ from those in the oral forward-looking
statements. Mine Clearing Corp disclaims any intention or obligation to update
or revise any oral or written forward-looking statements whether as a result of
new information, future events or otherwise.





PART
I





Item
1.  Description of Business.





The
statements contained in this Annual Report on Form 10-K for the fiscal year
ended August 31, 2008, that are not purely historical statements are forward
–looking statements within the meaning of Section 21E of the Securities and
Exchange Act of 1934, including statements regarding the Company’s expectations,
beliefs, hopes, intentions or strategies regarding the future.  These
forward-looking statements involve risks and uncertainties.  Our
actual results may differ from those indicated in the forward-looking
statements.  Please see  “Risk Factors that May Affect
Future Results,” “Special Note Regarding Forward-Looking Statements” and the
factors and risks discussed in other reports filed from time to time with the
Securities and Exchange Commission.





History





The
Company was incorporated in the State of Nevada, United States of America on
September 30, 2005 as Peak Resources Incorporated (“Peak”) an Exploration Stage
Company as defined by Statement of Financial Accounting Standard (“SFAS”) No.7
“Accounting and Reporting for
Development Stage Enterprises”. The Company’s principal business at that
time was the acquisition and exploration of mineral resources.  On
September 18, 2008, the Company changed its name to Mine Clearing Corp. (the
“Company”, “we”, “our”, “us” or MCC”).





In May
2008 the Company’s President met with sensor technology developers, Roke Manor
Research (“Roke”) in England to investigate an opportunity to establish a
technology based demining business.  Negotiations began in June 2008
resulting in two separate sensor technology licensing agreements and an R&D
consulting agreement being signed between Roke and MCC in August
2008.  In that same month the Company raised $250,000 via a private
placement to cover initial R&D and operational expenses, and appointed Dr.
Pierre Zakarauskas as Executive Director of Technology & Product Development
and Mr. Robert Williams, a former Regional director with British Aerospace as
Executive Director of Operations.






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In
September 2008 the Company appointed Dr. Faysal Mohamed, a former UN Executive
and UN Population Fund Representative in Egypt, as Executive Director of
International Business Development and Dr. Zakarauskas participated in the
UNMAS/GICHD Mine Action Technology Workshop in Geneva.





Also in
September 2008 the Company informed the mineral claim licensor that the claims
would not be renewed thus ending all interests and activities related to the
Company’s original mineral exploration business.





In
November 2008 the Company appointed Mr. Al Carruthers, former manager of the
Canadian Centre for Mine Action Technology and Technology Officer at the Geneva
International Centre for Humanitarian Demining (GICHD), as Vice President -
Industry Development.  In the same month the Company served notice to
Mr. Bob William’s who’s contract will be terminated in January
2009.





MCC
maintains its statutory resident agent’s office at 5348 Vega Drive, Las Vegas,
Nevada, 89108 and its business office is located at at #640 – 801 6thAve. SW, Calgary, Alberta,
Canada. MCC’s office telephone number is (403) 681-6249. Our website
address is www.mineclearing.com. Information contained on our website does not
constitute part of this report and our address should not be used as a hyperlink
to our website.





MCC has
not been involved in any bankruptcy, receivership or similar proceedings. There
has been no material reclassification, merger consolidation or purchase or sale
of a significant amount of assets not in the ordinary course of MCC’s
business.





Business
Overview





MCC is
developing an advanced technology solution to locating, mapping and removing
landmines. Our solution is based on two patented sensors that will be further
developed by our  technology provider, Roke Manor Research Ltd., for
our specific demining solution. The resulting technology product will be an
integrated stand-alone scanning, locating and mapping system that will utilize
Unmanned Aerial Vehicles, GPS mapping software and specialized training of
resident personnel of client countries. MCC expects that the system will be
substantially faster, more efficient and safer than existing approaches to the
dangerous process of landmine detection and removal.





Roke
Manor Research Ltd., (“Roke”) a subsidiary of Siemens AG, are our strategic
technology providers and the sensor technology we have licensed from Roke
represents the foundation of our technology solution.


Roke -
owned by Siemens and based in Romsey, Hampshire, UK is an innovative solutions
provider and contract R&D specialist. They have pioneered developments in
electronic sensors, networks and communications technology, providing products
and services to Siemens businesses, government departments, and commercial
customers. (Roke employs 478 people. Orders for the financial year ending 30
September 2007 were £44.85m and turnover for the same period was £42.55
million.)





MCC has
licensed two proprietary sensors for the exclusive use of landmine detection
from Roke via two licensing agreements entered into on August 7, 2008. The
sensor technology will be further developed by Roke through a Development and
Consultancy Support Services Agreement (“Services Agreement”) entered into on
August 7, 2008.





Industry
Overview





Landmines
represent one of the greatest afflictions of war. Long after armed conflict has
ended, landmines remain a risk to people and opportunities. Estimates vary with
the contamination of buried landmines ranging from 75 to 100 million landmines
located in at least 75 countries worldwide.





In 2006,
over $ USD 475 million were spent worldwide on mine action activities. MCC is
confident that we can capture a significant share of the existing market for
demining by offering the fastest and lowest cost solution.





Landmine
de-contamination is an uphill battle. As of 2006, forty countries not party to
the Mine Ban Treaty it is estimated that 160 million stored anti-personnel
landmines in their possession. Thousands were killed by landmines in 2006, many
of them children. There are over 470,000 mine survivors in the world with many
requiring long term care. Landmine demining is an expensive and slow process.
Mechanical demining (converted heavy machinery), which is currently one of the
fastest means of demining, costs USD $700,000 per square kilometer or USD
$1,800,000 per square mile. The use of trained animals (dogs and rats) or people
with hand held devices (mine detectors, bayonets) can actually be more expensive
depending on the terrain and takes more time.






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Manual
demining is slow (as low as 8 m2 per day
per person) and tedious with injuries occuring to human personnel. While there
are obvious humanitarian and economic benefits generated by demining, there is
some debate that, due to existing high costs, investment in demining is not as
high as it could be if a lower cost, more efficient system was widely available.
We expect that MCC’s lower cost solution will substantially increase demining
investment.





In 2005,
the International Campaign to Ban Landmines (ICBL) estimated the global area
contaminated by landmines and UXOs (Unexploded Ordnance) at 200,000 km2,
corresponding to five times the size of Denmark.





The slow
and expensive process of demining – and the fact that new minefields are laid on
a continuous basis – means there is little prospect of the landmine and UXO
issue being resolved in the near term. In 2006 an estimated area of 150 km2 was
cleared and an area of 860 km2 was
administratively (technically) cleared, corresponding to only about 0.5% of the
contaminated land.





Market
Size:





There are
a number of approaches to estimating the market size for landmine removal. Based
on


the
current estimated contamination level and conventional mechanical demining
costs, the market


potential
for landmine removal would be as follows:





·
            Over
      200,000 km2
      contaminated (5 x size of Denmark).


·
            Current
      lowest cost mine removal = $700,000 per km2


·
            Market
      potential = USD $140 billion.





We don’t
believe the world today is willing to invest $140 billion in landmine removal.
In fact, the expense of landmine removal using conventional approaches is
hindering global investment in landmine removal. It is agreed by many countries
and world leaders that landmines are a large problem that causes economic,
social and medical problems. Industry leaders wanting access to contaminated
lands need a cost effective solution to justify increased investment in landmine
removal. It is our goal to provide that solution.





Accordingly,
we subscribe to an addressable market size estimate that is more palatable and
realistic.





·
            Estimated
      80 to 100 million landmines in over 75
  countries.


·
            Mine
      removal costs are estimated at $1,000 per
  landmine.


Total
potential market size based on current demining approach is USD $80 billion to
USD $100 billion.


·
            Over
      20 years this equates to USD $4 billion to USD $5 billion per
      year.





Even if
the market were only 50% of this amount ($2 to $2.5 billion annually), it would
be largely because the world had embraced our technology solution and,
therefore, we would be the dominant (30% +) company in the market.





Who Pays for Landmine
Removal:





Landmine
removal is typically contracted by the country that has the landmine
contamination problem. The United Nations Landmine Action Group coordinates the
process of paying for the landmine removal with the host country and often a
donor country or charitable organization. Donor countries are countries that are
undertaking a humanitarian initiative.





In the
case of landmine removal by industry (oil and gas companies, etc), the company
pays for the landmine removal independently. Large contracts are awarded to
clear areas for seismic testing or access to areas for exploration and
production.





An
example of land mine contamination is presented in a February 12, 2008 article
in Der Spiegel on the
landmine situation in Egypt. In the article it is stated that Egypt has over 22
million landmines in the NW contaminating 22% of the land-mass of the entire
country. An estimate of the petroleum resources under the affected land mass was
4.8 billion barrels and 380 billion cubic meters of natural gas. Additionally,
tourism development and agriculture are being blocked by the existence of
landmines in the NW region.





MCC has
had discussions with Egyptian leaders and they are interested in having MCC help
them resolve this problem.






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Products
and Services





MCC’s
solution is to offer a lower cost, faster technology-based system to detect and
map landmines thus making their removal economically viable, safer and
quicker.





Our
solution is based on our understanding of applied technology, working in
interagency decision making organizations (military/government/industry/NGOs)
and the hard pragmatics of developing nation environments. We have negotiated
and secured three contracts with Roke to ensure we are starting from a world
class, leading edge technology foundation. We have worked on developing
relationships with centers of influence in key countries in Asia, Africa and the
Middle East.





We are
also aware of the need to make sure a share of the lucrative contracts available
from these countries generates employment and economic development drivers
within those countries.


MCC’s
in-country demining solution is based on a comprehensive multi-phased
process:





1.
            Evaluation:
      Deployment of a small team (2 to 3 people) to undertake a situational
      evaluation. We analyze and assess the target areas where landmines may be
      located. This enables MCC to identify supply, safety, terrain and other
      issues.





2.
            Scanning:
      Perform a UAV high altitude scan to determine the existence and
      concentration of landmines. Using the high altitude scanners we identify
      the target areas that may be affected. Areas not contaminated are then
      deemed clear.





3.
            Detection:
      Perform a low altitude scan to isolate the location of the landmines. This
      process is done at a slower coverage rate and uses a different low
      altitude sensor on the Unmanned Aerial Vehicle
  (“UAV”).





4.
            Mapping:
      Using proprietary data from the low altitude scan, create a detailed GPS
      map of the landmine locations, pinpointing each mine to less than 50
      centimeters.





5.
            Removal:
      Locally staffed crews trained and supervised by our professionals use our
      proprietary handheld devices to remove or destroy buried
      landmines.





6.
            Clearance:
      A final high-level scan is performed to establish the terrain as
      safe.





We expect
our solution will be approximately three times faster and 50% less expensive
than existing mechanical device demining methods. Our solution will also help
make existing approaches faster, cheaper and more effective.





In
summary, our technological advantage is based on utilizing:





·
            one-of-a-kind,
      patented sensor technologies


·
            a
      customized UAV


·
            proprietary
      scan-to-mapGPS
      software


·
            a
      patented hand held, self-powered micro scanning
  device





Our
Competitive Advantage





The
structure of our revenue model is tied directly to the competitive environment
for demining.





We will
be price competitive because current mechanical demining equipment is
characterized as follows:





·
            slow
      demining process (4 mechanical devices = 9.6 km2per year7)


·
            heavy
      and, therefore, expensive to
transport


·
            requires
      frequent maintenance


·
            subject
      to damage, especially when demining anti-tank
  mines


·
            cost
      per km2,
      based on 4 mechanical deminers, is approximately USD $700,000 or USD $1.8
      M per sq. mile.







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Our UAV
systems are characterized as follows:





·
            relatively
      light and fast (16 kg dry weight and 2.5
  meters).


·
            inexpensive
      to transport (crated and shipped primarily via commercial
      airlines).


·
            requires
      some maintenance but parts are light and easy to
  supply.


·
            not
      subject to damage because they rarely come in direct contact with mines of
      any kind.


·
            payload
      capacity of 23 kg (sufficient for our
  requirements)


·
            range
      of 16 km and approx. 1 hour of fly
time.





Competition





Competition
comes in the form of conventional demining organizations that train and oversee
crews that remove mines using the older established methods. The other form of
demining is by using mechanical deminers or flails.





Conventional
Deminers:





There are
a number of international companies that train, supervise and deploy crews of
deminers. These crews use a variety of limited technological approaches. The
typically probe with bayonets or scan with hand held devices for the presence or
indication of a landmine. The process is very slow and expensive. (8 to 75
m2 per
day @ up to $1,000 per mine removed). Some of these companies are quite well
established and some also offer a number of additional services including
seismic and other geo-technical services to developing nations. Some of the
leading companies include:





·
            Bactec
      International


·
            Ronco
      Consulting


·
            Mine
      Tech International





Mechanical
Deminers:





There are
a number of international companies that manufacture and operate flail based
demining systems. These include the following:





·
            Aardvark
      Clear Mine Ltd., Scotland


·
            Minewolf
      Systems AG, Switzerland


·
            Kvaerner
      Eureka, Sweden





As
discussed previously, mechanical deminers have a number of weaknesses or
characteristics that make them limited in competition compared to the system
that MCC is developing. At the base of this weakness is the absolute necessity
that the flails must cover all terrain that is suspected of being contaminated
with landmines. This means the flail must slowly go over all the terrain before
providing clearance that the land is demined.





We
anticipate that we may utilize the mechanical deminers on some types of land
where our systems need to clear brush where we know hand held demining devices
(Splice) cannot reach effectively.





UAVs and Airborne Detection
Systems:





MCC has
come across only one company that makes a claim of being able to address the
mine detection issue using an unmanned airborne system The Schieble Group based
in Vienna, Austria is a company that specializes in the sales of UAVs to
primarily military clients. They have worked on a system in the past (1999)
using an infrared camera to detect landmines but the system has yet to be
deployed commercially and our scientific staff believe an infrared system has
too many limitations to be effective at detecting and mapping landmine
locations.





The
Airborne Minefield Area Reduction program developed by the Croatian Mine Action
group is working on the ability to detect whether an area is contaminated by
identifying indicators of landmines but cannot identify an anti personnel
landmine – just man made round objects. Their system definitely does not have
the technology to identify and map the location of individual
landmines.







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Research
And Development





During
2008, there were no expenditures on research and
development.  Subsequent to the year end,  we spent $98,000
on research and development via the Roke consulting contract.  Roke
Manor has been developing sensors for approximately 10 years.





Intellectual
Property





The
research and development program conducted by Roke will advance and integrate
their existing proprietary sensor technology into a sensors/detector system for
identifying, locating and mapping landmines. The Agreement will involve Roke
sub-licensing the technology from MCC and developing further intellectual
property for the detection of landmines.  MCC will own the
intellectual property developed as a result of the Agreement and will apply for
patents for the newly developed intellectual property.





Personnel





MCC’s
management team is decidedly lean with solid and direct experience in demining
related areas. Our team is integral to our solution. At its core is an
operations executive with hands on business development and operations
experience in developing countries, a technology executive with both landmine
technology interests and an entrepreneurial background; and a team leader with
public company finance know-how, venture capital experience, technology
assessment and an understanding of economic development. Our team covers all the
areas of particular focus needed for the growth and development of
MCC.





The
President and Chief Financial Officer , Larry Olson, has been involved in a
variety of visionary ventures. He founded and still manages a venture capital
firm that identified and invested in the need to bring the physicians office
into the digital world. He was a policy advisor to the BC provincial government
and worked closely with government, industry and academia, including Nobel
laureate Dr. Michael Smith, to help establish BC’s strong and growing biotech
sector. He worked closely with leading entrepreneurs in BC to help in the
promotion and establishment of the Okanagan valley as one of North America’s
leading wine centers including being a founding member of the Board of Directors
of the BC Wine Centre. He has worked in the venture capital sector and as a
management consultant to various industry sectors. He has been directly involved
as the founder of a number of technology startup companies. Larry has over 10
years of experience in public company management with a focus on marketing and
finance. He understands the public company management process especially from
the start up perspective.





Dr.
Fayzal Mohamed is our Executive Director – International Business Development.
Dr. Mohamed has over twenty years of sustainable development advocacy experience
at a high executive level. His target areas have been least developed,
developing and Small Island States, which represent a significant portion of
MCCs targeted client base. Dr. Mohamed has a distinguished career with the
United Nations system with notable contributions in a number of senior
positions. Since Sept 2001, Dr. Mohamed served as UNFPA Representative in Egypt.
As the largest country in the Arab region and a strategic partner for the UN
system, Dr. Mohamed was entrusted with the management and coordination of
UNFPA/Egypt multi-sectoral population & development programs. Dr. Mohamed
has already held extensive discussions with senior military and government
officials on behalf of MCC. His experience and contacts with the United Nations
and developing countries are ideally suited to the role of International
Business Development.





Our
technology leader, Dr. Pierre Zakarauskas, is a PhD physicist with 11 years’
career experience working in the Canadian military at the highest security level
on systems for the detection of submarines. He is also an entrepreneur who
co-founded Wavemaker Inc., a signal processing software company that was
eventually sold to Harman Industries International (NYSE:HAR). Since striking
out on his own, Pierre co-developed and is patenting a proprietary demining
device for use in forested and dense vegetation locations.





Recently
Dr. Zakarauskas attended the United Nations sponsored Mine Action Technology
conference in Geneva, Switzerland where he confirmed that MCC will have a
superior competitive advantage once our technology is fully
developed.





Mr. Al
Carruthers is our V.P. Industry Development. With over 20 years experience and
leadership in mine detection technology, Mr. Carruthers has extensive global
experience and knowledge pertinent to MCC’s current and future
development.






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From 1985
to 1998, as project manager at Canadian Forces Defence Research Establishment
Suffield (DRES), Mr. Carruthers managed numerous projects including the
development of a remotely operated metallic mine detection system, a
multi-sensor landmine detection project, and was a research engineer for the
development and design of demolition devices and explosive mine clearance
devices.





As
manager of the Canadian Centre for Mine Action Technology from 1998 to 2003, Mr.
Carruthers managed a $20 million budget for the research and development of
technology applicable to demining.  Then from 2003 to 2007, as the
Technology Officer at the Geneva International Centre for Humanitarian Demining
(GICHD), he was responsible for monitoring all new demining technology, was
involved in developing, lab testing and field testing of new mine detection
technology, and advised on the design, development and deployment of potential
mine action technologies.





Mr.
Carruthers also brings experience working in the challenging environments MCC
will be engaged.  He coordinated numerous demining equipment trials and
evaluations in mine affected countries such as Croatia, Bosnia-Herzegovina,
Colombia, Laos, Afghanistan, Mozambique, Angola, and Namibia. He has also gained
experience in developing nations via two UN tours of duty in India/Pakistan and
Iraq.





Respected
internationally as a mine detection technology expert, Mr. Carruthers helped
develop the CEN Standards for the Test and Evaluation of Metal Detectors and for
Mechanical Demining Equipment; planned, organized and directed several technical
conferences for mine action technologies; edited the GICHD Technology
Newsletter; was editor of the 2005 edition of “Guidebook for Detection
Technologies and Systems for Humanitarian Demining”; and is currently editing a
guidebook for the design and testing of mechanical demining
machines.





As Vice
President Industry Development, Mr. Carruthers will be involved in research and
development of our UAV-based remote sensing system, and final product
development and testing based on his extensive understanding of real life
customer needs and preferences.





With his
extensive high level and direct contacts in the international demining
community, Mr Carruthers will assist in both strategic technology and business
development, opening doors for MCC that only someone with his extensive
experience and network can open.





In the
operational stage Mr. Carruthers will play an integral role as MCC establishes
manufacturing facilities and training centers, trains deminers and rolls out
operations.





MCC is in
the process of interviewing a senior level CFO with international business
experience.





Forward
Plan





MCC
intends to complete a number of key objectives over the course of the next 12 –
18 months that will result in achieving its goal of becoming a highly profitable
technology and service company in the landmine detection and removal
sector.





The most
important objectives to achieve are the following:





·
            In
      accordance with the global nature of its business, we are targeting
      multiple stock exchange listings including a more senior exchange listing
      in either Europe or the UK.


·
            Complete
      a financing of $5 million to meet our development and commercialization
      funding needs for the next 12 months. This includes approximately $1.5
      million for technology product development, approximately $1.4 million for
      general and administration (including business development) and
      approximately $1.5 million in capital costs to deploy our first commercial
      unit


·
            Develop
      a working model stand alone system that will conduct high level scans and
      low level detection of landmines on a variety of landmine contamination
      terrains. A series of demonstrations to key decision makers and centers of
      influence will be carried out as soon as the prototype systems are
      available.


·
            Develop
      and market a business model that is based on complex technology but that
      delivers direct and significant benefits. Our complex system will scan,
      detect, and map the location of buried landmines. Retired military
      personnel and civilians, including mine survivors, will provide the bulk
      of our human resource needs. Our commitment to our clients will even go as
      far as the establishment of product


·
            assembly
      sites, Centers of Excellence and regional training
  centers.







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      Clearing Corp.
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      10-K - 2008
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·
            Achieve
      certification with the United Nations for mine
  removal.


·
            Secure
      letters of intent, followed by firm contracts with both nation states and
      private companies seeking to de-contaminate targeted parcels of
      land.


·
            Build
      a global organization that can implement an aggressive business model that
      will gain the confidence and business of nation states that will benefit
      from both a humanitarian and economic development perspective by employing
      MCC





The key
milestones and achievement dates are outlined in the following
table:





Milestone
            Details
            Achievement
      DateRaise
      $5 million
            Required
      to fund R&D, corporate and business development.
            January
      2009Additional
      board member additions
            International
      board members added for business development and future fund
      raising.
            January
      2009Roke
      Phase 1 completed
            System
      analysis and design phase.
            Feb/Mar
      2009Letters
      of Understanding
            Client
      countries secure initial position for demonstrations.
            March
      2009Roke
      Phase 2 completed
            Ground
      based demonstrators completed including landmine location and mapping
      function.
            June
      2009Letters
      of Intent signed with initial client countries
            Countries
      having viewed functionality of phase 2 will be requested to sign LOIs to
      ensure they are positioned to be first client countries.
            June
      2009Roke
      Phase 3 completed
            UAV
      integration and testing. Final prototype demonstrated.
            September
      2009Contracts
      signed and deposits (1/3) taken
            We
      anticipate our first year of operations will generate contracts in a
      minimum of 2 countries.
            Oct/Nov
      2009





MCC’s
technology is complex but our development model is not. We intend on building
the best in class solution to the global demining problem. We will market our
solution to nation states that will benefit from mine removal and economic
development benefits inherent in adopting our system.





The
management of MCC has direct experience in developing and growing technology
based companies. We understand that the primary success factor in a thriving
technology venture is delivering a product that meets or, better yet, exceeds
the needs of the client. In our case, this means developing a landmine removal
system/service that is faster, less expensive and safer than existing methods.
We have confidence in our team and in Roke Manor’s patented sensors to meet this
objective.





We also
understand that while the resulting technology is critical, building a better
mousetrap isn’t the only key to success. We have to develop the contacts and
relationships to ensure we can market our systems successfully. To that end we
have generated solid expressions of interest. Potential clients are numerous and
everyone we have communicated with is keenly interested in our proposed product
offering. We have only scratched the surface in terms of business development
and intend to do more over the coming year as we lead to our phased product
demonstrations.





Initially
our marketing efforts will demonstrate that the sensors can scan for and detect
buried landmines. The next demonstrations will show potential clients an
integrated system with scanning, detecting and mapping features. Finally, we
will integrate it all onto an airborne delivery system that will quickly scan
terrain and deliver less expensive, faster and safer land mine removal. These
successive steps will lead to formal commitments and to contracts for work
programs. This is the core of the market development plan.





As we
work with Roke we will continue to forge new relationships that will turn into
solid business relationships in the future. We have been making progress in that
regard and we are convinced there is a huge unmet need for a product/service
that offers the benefits we are developing.




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      10-K - 2008
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As a new
venture, we are constantly learning more about the dynamics of the market. These
dynamics have convinced us that while it is important to balance our efforts, we
are more convinced than ever that our focus of ensuring the technology
development is of the highest priority is the correct approach. We are confident
that we will continue to make progress in developing an application that will
make the purchase decision easy and at the same time prepare the market for our
launch.





Costs
and Effects of Compliance with Environmental Laws





MCC
currently has no costs to comply with environmental laws concerning its
exploration program on the Claims.





Expenditures
on Research and Development During the Last Two Fiscal Years





MCC has
not incurred any research or development expenditures since its inception on
September 30, 2005.





Number
of Total Employees and Number of Full Time Employees





As of
November 29, 2008, MCC had one full time employee, three part time employees and
two regular consultants who work with MCC.    MCC’s sole
director and officer devotes a limited amount of time consulting to
a  publicly listed oil and gas company in Western Canada and operates
a single purpose (one investment to monitor) venture fund,.  He
currently contributes approximately 75% of his time to MCC.  The part
time employees are expected to increase their commitments to MCC and become full
time employees (minimum 75% commitment) once MCC achieves its next level of
significant financing.  We have management agreements with Mr. Larry
Olson, our President, Mr. Al Carruthers, our vice President – Industry
Development, Dr. Faysal Mohamed, our Executive Director – International Business
Development and Dr. Pierre Zakarauskas, our Executive Director – Technology and
Product Development. We also engage independent contractors or specialists in
the areas of European finance, legal, marketing and audit services.
..





Item
1A.   Risk Factors.





You
should carefully consider the risks described below before making an investment
decision.  The risks and uncertainties described below are not the
only ones we face.  Any of the following risks could harm our
business, financial condition or results of operations.  In such case,
the trading price of our common stock could decline, and you may lose all of
part of your investment.  Please see the “Special Note Regarding
Forward-Looking Statements” elsewhere in this Annual Report on Form
10-K.





WE
INCURRED HISTORICAL LOSSES. AS A RESULT, WE MAY NOT BE ABLE TO GENERATE PROFITS,
SUPPORT OUR OPERATIONS, OR ESTABLISH A RETURN ON INVESTED CAPITAL.





We
incurred net losses in the fiscal year ended August 31, 2008 in the amount of
$114,971 . In addition, we expect to increase our operating expenses to fund our
anticipated growth and development. We cannot assure you that any of our
business strategies will be successful or that significant revenues or
profitability will ever be achieved or, if they are achieved, that they can be
consistently sustained or increased on a quarterly or annual basis.





WE
EXPECT OUR OPERATING LOSSES TO CONTINUE





We expect
to incur increased operating expenses during the next year. The amount of net
losses and the time required for us to reach and sustain profitability are
uncertain. The likelihood of our success must be considered in light of the
problems, expenses, difficulties, and delays frequently encountered in
connection with business, including, but not limited to the increase in costs to
be incurred for research and development, protection of our intellectual
property and the marketing of our product. There can be no assurance that we
will ever generate revenue or achieve profitability at all or on any substantial
basis.





WE
WILL REQUIRE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS.





We have
available cash of $269,625 as at August 31, 2008 to fund operations. We will
require additional capital to continue to make payments to Roke Manor to fund
the research and development of our technology solution and to successfully
implement our business plan. There can be no assurance that we will be able to
obtain additional funding when needed, or that such funding, if available, will
be obtainable on terms acceptable to us. In the event that our operations do not
generate sufficient cash flow, or we cannot obtain additional funds if and when
needed, we may be forced to curtail or cease our activities, which would likely
result in the loss to investors of all or a substantial portion of their
investment.




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      Clearing Corp.
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      10-K - 2008
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WE
MAY FAIL TO CONTINUE AS A GOING CONCERN, IN WHICH EVENT YOU MAY LOSE YOUR ENTIRE
INVESTMENT IN OUR SHARES.





Unless we
can raise additional capital needed for the continuance of our operations, we
may not be able to achieve our objectives and may have to suspend or cease
operations. At August 31, 2008, the Company had not yet achieved profitable
operations, has accumulated losses of $191,495 since inception and expects to
incur further losses in the development of its business, all of which casts
substantial doubt about the Company’s ability to continue as a going
concern.




WEWILL FACE RISKS FROM HAVING TO MARKET
TO INTERNATIONAL CLIENTS.




We will
be marketing and selling our service worldwide and international sales will be
accounting for almost all our revenue.  We will also need to show
evidence of interest in our products and services from international clients to
eventually generate sales. Such interest and sales revenues are subject to a
number of risks, including:




·
            the imposition of and changes to
      governmental controls;




·
            restrictions on the export of
      critical technology;




·
            trade
      restrictions;




·
            difficulty in collecting
      receivables;




·
            inadequate protection of
      intellectual property;




·
            labor union
      activities;




·
            changes in tariffs and
      taxes;




·
            difficulties in staffing and
      managing international
operations;




·
            political and economic
      instability; and




·
            general economic
      conditions.




No
assurance can be given that these factors will not have a material adverse
effect on our future international sales and operations and, consequently, on
our business, financial condition and results of operations.





WE
RELY HEAVILY ON OUR MANAGEMENT, THE LOSS OF WHICH COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION.




Our
future financial success depends to a large degree upon the efforts of our
management, all of whom will make an important contribution to our growth and
development over the next few years.  Mr. Larry Olson, our President
and Chief Executive Officer, is important for the coordination and management of
the overall enterprise as well as in financing our efforts.  Mr. Al
Carruthers, Vice President – Industry Development, has over 20 years experience
in demining and demining technology. His understanding of the demining sector
and contacts in that sector are critical to our future development. Dr. Pierre
Zakarauskas, Executive Director – Technology and Product Development, is an
entrepreneur/scientist and is our key scientific liaison with Roke Manor
Research Ltd and will therefore play a key role in overseeing the near term
development of our technology. He will work closely with Mr. Carruthers in
executing our technology development plan. Mr. Fayzal Mohamed, our Executive
Director – International Business Development, is a former United Nations
executive with important contacts and relationships with senior government
officials in countries where we will want to market our business. There can be
no assurance that we will be able to continue to pay the required fees under
these contracts to retain the services of these key people. They will play major
roles in developing and executing our business strategy. The loss of any of
these people could have an adverse effect on our business and our chances of
profitable operations. While we intend to employ additional management and
marketing personnel in order to minimize the critical dependency upon any one
person, there can be no assurance that we will be successful in attracting and
retaining the persons needed. If we do not succeed in retaining and motivating
our current employees and attracting new high quality employees, our business
could be adversely affected.






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                  Form
      10-K - 2008
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We must
continually implement and improve our operations, operating procedures and
quality controls on a timely basis, as well as expand, train, motivate and
manage our work force in order to accommodate anticipated growth and compete
effectively in our market. Successful implementation of our strategy also
requires that we establish and manage a competent, dedicated work force and
employ additional key employees. There can be no assurance that our personnel,
systems, procedures and controls will be adequate to support our existing and
future operations. Any failure to implement and improve such operations could
have a material, adverse effect on our business, operating results and financial
condition.





We do not
currently maintain key-man insurance on our executives. Our future success is
also dependent on our ability to identify, hire, train and retain other
qualified managerial and other employees. Competition for these individuals is
intense and increasing. The loss of any of their services would be detrimental
to us and could have an adverse effect on our business development.





THERE
IS A RISK THAT MCC MAY INCUR LIABILITY OR DAMAGES AS IT CONDUCTS ITS BUSINESS
DUE TO THE INHERENT DANGERS INVOLVED IN THE DEMINING SECTOR.





The
search for and removal of land mines involves numerous hazards.  As a
result, MCC may become subject to liability for such hazards once it begins
operations.  MCC currently has no insurance to protect against the
impacts of these inherent hazards but it will purchase the available insurance
at the appropriate time.





THE
SUCCESSFUL DEVELOPMENT OF OUR PRODUCT IS SUBSTANTIALLY DEPENDENT ON ROKE MANOR’S
SCIENTIFIC TEAM AND THEIR ABILITY TO DEVELOP A TECHNOLOGY SOLUTION.




Roke
Manor may not be able to deliver a solution, within or outside our budget, or a
solution that meets the needs of our clients.  This would have an
adverse affect on the future of MCC.  Furthermore, Roke Manor is in a
position with its subsequent consulting and services agreement to charge higher
than market rates for its continued support and service. This could impact our
future profits.





MCC’S
AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT MCC’S ABILITY TO CONTINUE AS A
GOING CONCERN, AND AS A RESULT MCC MAY FIND IT DIFFICULT TO OBTAIN ADDITIONAL
FINANCING





The
following factors raise substantial doubt regarding the ability of MCC’s
business to continue as a going concern: (i) the losses MCC incurred since
its inception; (ii) MCC’s lack of operating revenues as at August 31, 2008;
and (iii) MCC’s dependence on the sale of equity securities and receipt of
capital from outside sources to continue in operation.  Management
anticipates that MCC will incur increased expenses without realizing enough
revenues.  Management therefore expects MCC to incur significant
losses in the foreseeable future.  The financial statements do not
include any adjustments that might result from the uncertainty about MCC’s
ability to continue its business.  If MCC is unable to obtain
additional financing from outside sources and eventually produce enough
revenues, MCC may be forced to sell its assets, curtail or cease its
operations.





THE
INABILITY TO DEVELOP OUR PRODUCT WOULD MATERIALLY AND ADVERSELY AFFECT THE
COMPANY.




Development,
innovation and adaptation to the wider market are critical to the MCC’s success.
We believe that we must continue to try to develop and manufacture a product
with innovative capabilities in order to become a significant market presence.
We also believe that we will have to make improvements in our productivity in
order to obtain, and subsequently sustain, a competitive position. We can make
no guarantees that we will be able to obtain and sustain any competitive
position.




WHEN
WE INVEST IN NEW TECHNOLOGIES AND PROCESSES, WE FACE RISKS RELATED TO COST
OVER-RUNS AND UNANTICIPATED TECHNICAL DIFFICULTIES.




Our
inability to anticipate, respond to or utilize changing technologies could have
a material adverse effect on our business and our results of
operations.






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WE
ARE IN EARLY STAGE OF DEVELOPMENT AND MAY HAVE TO COMPETE WITH COMPANIES WITH
GREATER RESOURCES.




We have
little operating history that permits you to evaluate our business and our
prospects based on prior performance. You must consider your investment in light
of the risks, uncertainties, expenses and difficulties that are usually
encountered by companies in their early stages of development. We will have to
compete with larger companies that are currently delivering demining services
using low tech products but the do have more experience in the field and who
have greater funds available for expansion, product development, and marketing.
There can be no assurance that we will become competitive, or if we
become competitive, that we will remain competitive. Increased competition
could materially adversely affect our operations and financial
condition.





Also, the
Company operates in a competitive global environment and will compete in its
business with numerous companies and organizations, some of whom offer a range
of products and services.  If the Company’s planned products, services
and/or cost structure do not enable it to compete successfully, the Company’s
sales, results of operations, or value may be negatively affected. Some of our
competitors are larger and have greater financial resources. As a result, these
competitors may be better able to withstand a change in conditions within the
industries in which we intend to operate, or a change in the economy as a
whole.




OUR
TECHNOLOGY WILL BE NEW TO THE MARKET AND HAS NOT AS OF YET BEEN
ACCEPTED.




There has
been a great deal of demand and interest in remote sensing and mapping for
demining purposes. To date there has not been a viable technology delivered to
the market that can safely and accurately scan and map the location of
landmines. We will need to demonstrate, with no margin for error, that our
technology based solution can deliver the results that are efficient, lower
cost, faster and, most importantly, safe for the demining personnel working in
the field. We will be met with different ranges of skepticism and will have to
be successful in convincing key decision makers that our technology will be able
to deliver the features and benefits they require.





WE
MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY.




We have
the exclusive licence to use the Cold Sky and Fig8 sensors patented by Roke
Manor Research Limited for the detection and removal of
landmines.  Roke has told us that they will vigorously defend their
patents, however, we are developing additional intellectual property that will
advance the functionality and capacity of the Roke sensors and it will be
important to us to protect our new intellectual property.  Once the
technology is more advanced, patent applications maybe filed when the technology
or concepts are available for patent. We intend to rely on trademark and
copyright law, patent law, trade secret protection and confidentiality and/or
license agreements with our employees, customers, partners and others to protect
our intellectual property. We will retain legal counsel in connection with
assisting us in protecting our intellectual property rights. However, there can
be no assurance that the steps taken to protect our proprietary rights will be
adequate, that we will be successful in achieving registration of our copyrights
and trademarks, or that third parties will not infringe upon or misappropriate
our intellectual property.  In addition, there can be no assurance
that other parties will not assert infringement claims against us. Any such
claims, with or without merit, could be time consuming to defend, result in
costly litigation, divert management’s attention and resources or require us to
enter into royalty or licensing agreements. There can be no assurance that such
licenses would be available on commercially reasonable terms, if at all, and the
assertion or prosecution of any such claims could have a material adverse effect
on our business, financial condition and operations.




OUR
BUSINESS MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION AND OTHER LEGAL
UNCERTAINTIES.




Marketing
of our technology solution will require us to market our services to a variety
of foreign markets.  There can be no assurance that Federal, state,
local or foreign governments will not adopt regulations that hinder our ability
to enter certain markets with our solution.  Although many of these
regulations may not, at this time, affect our business directly, we expect that
laws and regulations related to demining and explosives would have a direct or
indirect effect upon our business. As well, Roke requires that we do not utilize
the technology solution we are developing that is based on their sensor
technology be used in military applications thus we are limited to using the
technology for humanitarian demining..




Mine
      Clearing Corp.
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      10-K - 2008
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Risks
Related to Holding Our Securities




OUR
STOCK IS THINLY TRADED, AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK
PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.




The
shares of our common stock are thinly-traded on the OTC Bulletin Board, meaning
that the number of persons interested in purchasing our common shares at or near
ask prices at any given time may be relatively small or non-existent. This
situation is attributable to a number of factors, including the fact that our
technology is relatively new and we are a small company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume. Even if we
came to the attention of such persons, they tend to be risk-averse and would be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend the purchase of our shares until such time as we became more seasoned
and viable. As a consequence, there may be periods of several days or more when
trading activity in our shares is minimal or non-existent, as compared to a
seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on share
price. We cannot give you any assurance that a broader or more active public
trading market for our common shares will ever develop or if it develops, that
it will be sustained, or that current trading levels will be sustained. Due to
these conditions, we can give investors no assurance that they will be able to
sell their shares at or near ask prices or at all if they need money or
otherwise desire to liquidate their shares.




OUR
COMMON STOCK COULD BE CONSIDERED A “PENNY STOCK.”




Our
common stock could be considered to be a “penny stock” if it meets one or more
of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g)
of the Securities Exchange Act of 1934, as amended. These include but are not
limited to, the following: (i) the stock trades at a price less than $5.00 per
share; (ii) it is not traded on a “recognized” national exchange; (iii) it is
not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than
$5.00 per share; or (iv) is issued by a company with net tangible assets less
than $2.0 million, if in business more than a continuous three years, or with
average revenues of less than $6.0 million for the past three years. The
principal result or effect of being designated a “penny stock” is that
securities broker-dealers cannot recommend the stock but must trade it on an
unsolicited basis.




BROKER-DEALER
REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.




Section
15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
promulgated thereunder by the SEC require broker-dealers dealing in penny stocks
to provide potential investors with a document disclosing the risks of penny
stocks and to obtain a manually signed and dated written receipt of the document
before effecting any transaction in a penny stock for the investor’s account.
Potential investors in our common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be “penny
stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve
the account of any investor for transactions in such stocks before selling any
penny stock to that investor. This procedure requires the broker-dealer to (i)
obtain from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor’s financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for holders of our common stock to resell their shares to third
parties or to otherwise dispose of them in the market or otherwise.




OUR
COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU
MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR
THE SHARES.




Because
of the limited trading market expected to develop for our common stock, and
because of the possible price volatility, you may not be able to sell your
shares of common stock when you desire to do so. The inability to sell your
shares in a rapidly declining market may substantially increase your risk of
loss because of such illiquidity and because the price for our common stock may
suffer greater declines because of its price volatility.







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                  Form
      10-K - 2008
                  Page
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The price
of our common stock that will prevail in the market after an offering may be
higher or lower than the price you may pay. Certain factors, some of which are
beyond our control, that may cause our share price to fluctuate significantly
include, but are not limited to, the following:




·
            variations in our quarterly
      operating results;


·
            loss of a key relationship or
      failure to complete significant
  transactions;


·
            additions or departures of key
      personnel; and


·
            fluctuations in stock market
      price and volume.




Additionally,
in recent years the stock market in general, and the over-the-counter markets in
particular, have experienced extreme price and volume fluctuations. In some
cases, these fluctuations are unrelated or disproportionate to the operating
performance of the underlying company. These market and industry factors may
materially and adversely affect our stock price, regardless of our operating
performance.





In the
past, class action litigation often has been brought against companies following
periods of volatility in the market price of those companies’ common stock. If
we become involved in this type of litigation in the future, it could result in
substantial costs and diversion of management attention and resources, which
could have a further negative effect on your investment in our
stock.




WE
DO NOT FORESEE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE.




We have
never declared nor paid cash dividends on our capital stock. We currently intend
to retain any earning for funding growth. However these plans may change
depending upon the Company’s capital raising requirements in the
future.




OTHER
RISK FACTORS




There are
several risks and uncertainties relating to our ability to raise money and grow
our business. These risks and uncertainties can materially affect the results
predicted. Other risks are our limited operating history, limited financial
resources, domestic or global economic conditions, activities of competitors and
the presence of new or additional competition, and changes in Federal or State
laws and conditions of equity markets.





Our
future operating results over both the short and long-term will be subject to
annual and quarterly fluctuations due to several factors, some of which are
outside the control of the Company. These factors are fluctuating market demand
for our products, and general economic conditions.





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





Some of
the statements in this Report on Form 10-K under “Business” “Risk Factors”
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Report constitute forward-looking statements
within the meaning of Section 21E of the Securities and Exchange Act of 1934, as
amended.  Forward-looking statements include statements regarding the
Company’s expectations, beliefs, hopes, intentions or strategies regarding the
future.  These statements involve known and unknown risks,
uncertainties, and other factors that may cause our 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 such forward-looking
statements.  Such factors include, among other things, those listed
under “Risk Factors” and elsewhere in this Annual Report on Form
10-K.





In some
cases, you can identify forward-looking statements by terminology such as “may”,
“will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential”, or “continue” or the negative of such terms or other
comparable terminology.





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.  Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of such
statements.   We are under no duty to update any of the
forward-looking statements after the date of this Report to conform such
statements to actual results.







Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      16


ITEM
1B.  UNRESOLVED STAFF COMMENTS





We have
received no written comments regarding our periodic or current reports from the
staff of the SEC that were issued 180 days or more preceding the end of our 2008
fiscal year that remained unresolved.





Item
2.  Properties.





MCC’s
executive offices are located at #640 – 801 6th Ave.
SW, Calgary, Alberta, Canada, T2P 3W2. A lease entered into by the President on
behalf of MCC expires August 31, 2009.





Item
3.  Legal Proceedings.





Mine
Clearing Corp is not a party to any pending legal proceedings and, to the best
of Mine Clearing Corp’s knowledge, none of Mine Clearing Corp’s property or
assets are the subject of any pending legal proceedings





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





On August
7, 2008, by consent resolution, stockholders holding a majority of the
issued and outstanding common stock of the Company approved the following
amendments to the Articles of Incorporation:





1.
            amend
      Article 1 of the Articles of Peak Resources Incorporated by changing the
      name of Peak Resources Incorporated to “Mine Clearing Corp.”,
      or, if the new name is unacceptable to the applicable regulators having
      jurisdiction over the affairs of Peak Resources Incorporated, to any such
      other name that is approved by the board of directors in its sole
      discretion; and




2.
            amend
      Article 3 of the Articles of Peak Resources Incorporated by increasing the
      authorized capital from 75,000,000 shares to 200,000,000 shares of common
      stock with a par value of $0.001 per
share.




The
Company filed its Definitive Information Statement on Schedule 14C on August 18,
2008 and the amendment as approved by the stockholders was effected with the
State of Nevada on September 9, 2008.





PART
II




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







(a)  Market
      Information





Mine
Clearing Corp’s common stock has been quoted on the NASD OTC Bulletin Board
since August 7, 2007.  Our shares of common stock began trading during
the fourth quarter ending August 31, 2007.





The
Company’s common stock is presently quoted on the Over the Counter Bulletin
Board (“OTC - BB”) under the symbol "MCCO".





Following
is a report of high and low bid prices for each quarterly period for the fiscal
years ended August 31, 2007 and August 31, 2008.





Year
      2008
            High
            Low
            SourcePeriod
      ended 11/28/2008
            0.51
            0.15
            Pink
      OTC Markets Inc.4th
      Quarter ended 8/31/2008
            0.40
            0.20
            Pink
      OTC Markets Inc.3rd
      Quarter ended 5/31/2008
              (after
      a 10 for 1 split)
            0.36
            0.15
            Pink
      OTC Markets Inc.2nd
      Quarter ended 2/29/2008
            4.25
            1.75
            Pink
      OTC Markets Inc.1st
      Quarter ended 11/30/2008
            2.05
            0.15
            Pink
      OTC Markets Inc.4th
      Quarter ended 8/31/2007
            none
            none
            Pink
      OTC Markets Inc.





The
information as provided above for the fiscal years ended 2008 and 2007 was
provided by Pink OTC Markets Inc.  The quotations provided herein may
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions and have not been adjusted for stock
dividends or splits.





As of
November 28, 2008, there were 10 market makers in the Company’s common
stock.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      17


Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any securities authorized for issuance under equity
compensation plans.





(b)  Holders
of Record





As of
November 28, 2008, there were 27 record holders of the Company’s common stock
(which number does not include the number of stockholders whose shares are held
by a brokerage house or clearing agency, but does include such brokerage house
or clearing agency as one record holder).





(c)  Dividends





The
Company has never paid a cash dividend on its common stock and does not intend
to pay cash dividends on its common stock in the foreseeable future. Mine
Clearing Corp is not subject to any restrictions that limit its ability to pay
dividends on its shares of common stock.  Dividends are declared at
the sole discretion of Mine Clearing Corp’s Board of Directors.





On March
3, 2008, we effected a nine-for-one stock split of each share of common stock
outstanding on February 28, 2008.  As a result of this stock dividend,
we issued approximately 52.8 million shares of common stock in the form of a
stock dividend.  The closing sales prices in the table above, as well
as all other references of numbers of shares and per share amounts in this
report have been restated to reflect the stock split for all periods
presented.





(d)  Recent
Sales of Unregistered Securities





Mine
Clearing Corp has sold 59,446,200 shares of unregistered securities.  All
of these 59,446,200 shares were acquired from Mine Clearing Corp in private
placements that were exempt from registration under Regulation S of the
Securities Act of 1933 and were sold to Canadian residents.




The
shares include the following:




1.
            On
      October 10, 2005, Mine Clearing Corp issued 30,000,000 shares of common
      stock at a price of $0.0001 per share for cash proceeds of $3,000 to its
      President;




2.
            On
      April 29, 2006, Mine Clearing Corp issued 18,233,340 shares of common
      stock to sixteen non-affiliated non U.S. Persons at a price of $0.0015 per
      share for cash proceeds of $27,350;




3.
            On
      August 31, 2006, Mine Clearing Corp issued 8,700,000 shares of common
      stock to seventeen  non-affiliated non U.S. Persons at a price
      of $0.005 per share for cash proceeds of $43,500;
  and




4.
            On
      October 5, 2006, Mine Clearing Corp issued 1,600,000 shares of common
      stock to four non-affiliated non U.S. Persons at a price of $0.005 per
      share for cash proceeds of $8,000.




5.
            On
      January 31, 2008, MCC issued 142,860 shares of common stock to one
      non-affiliated non-U.s. Persons at a price of $0.175 per share for cash
      proceeds of $25,000.




6.
            On
      June 26, 2008, MCC issued 145,000 shares of common stock to one
      non-affiliated non-U.S. Persons at a price of $0.30 per share for cash
      proceeds of $43,500.




7.
            On
      August 21, 2008, MCC issued 625,000 shares of common stock to one
      non-affiliated non-U.S. Persons at a price of $0.40 per share for cash
      proceeds of $250,000.




With
respect to all of the above offerings, MCC completed the offerings of the common
stock pursuant to Rule 903 of Regulation S of the 1933 Act on the basis that the
sale of the common stock was completed in an “offshore transaction”, as defined
in Rule 902(h) of Regulation S.  MCC did not engage in any directed
selling efforts, as defined in Regulation S, in the United States in connection
with the sale of the shares.  Each investor represented to MCC that
the investor was not a U.S. person, as defined in Regulation S, and was not
acquiring the shares for the account or benefit of a U.S. person.  The
subscription agreement executed between MCC and the investor included statements
that the securities had not been registered pursuant to the 1933 Act and that
the securities may not be offered or sold in the United States unless the
securities are registered under the 1933 Act or pursuant to an exemption from
the 1933 Act.  The investor agreed by execution of the subscription
agreement for the common stock: (i) to resell the securities purchased only in
accordance with the provisions of Regulation S, pursuant to registration under
the 1933 Act or pursuant to an exemption from registration under the 1933 Act;
(ii) that MCC is required to refuse to register any sale of the securities
purchased unless the transfer is in accordance with the provisions of Regulation
S, pursuant to registration under the 1933 Act or pursuant to an exemption from
registration under the 1933 Act; and (iii) not to engage in hedging transactions
with regards to the securities purchased unless in compliance with the 1933
Act.  All securities issued were endorsed with a restrictive legend
confirming that the securities had been issued pursuant to Regulation S of the
1933 Act and could not be resold without registration under the 1933 Act or an
applicable exemption from the registration requirements of the 1933
Act.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      18




Each
investor was given adequate access to sufficient information about MCC to make
an informed investment decision.  None of the securities were sold
through an underwriter and accordingly, there were no underwriting discounts or
commissions involved.  No registration rights were granted to any of
the investors.




There are no outstanding options or
warrants to purchase, or securities convertible into, shares ofMCC’scommon stock.





(e)  Penny
      Stock Rules





The SEC
has also adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks.  Penny stocks are generally equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).





The
shares of MCC will remain penny stock for the foreseeable future.  The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment.  Any broker-dealer
engaged by the purchaser for the purpose of selling his or her shares in MCC
will be subject to rules 15g-1 through 15g-10 of the Exchange
Act.  Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the SEC, which:





·
            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’s or dealer’s duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other
requirements;


·
            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
      price;


·
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;


·
            defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and


·
            contains
      such other information and is in such form (including language, type,
      size, and format) as the Commission shall require by rule or
      regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer:





·
            with
      bid and offer quotations for the penny
stock;


·
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


·
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and


·
            monthly
      account statements showing the market value of each penny stock held in
      the customer’s account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.  These disclosure requirements will have the effect of
reducing the trading activity in the secondary market for MCC’s stock because it
will be subject to these penny stock rules.  Therefore, stockholders
may have difficulty selling those securities.








Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      19


Item
6.  Selected Financial Data.





Year
      ended August 312008
            
            
            2007Revenues
            
            $
            0
            
            
            $
            0Total
      Operating Expenses
            
            
            109.922
            
            
            
            47,977Cash
      on Hand
            
            
            269,625
            
            
            
            28,857Total
      Assets
            
            
            273,064
            
            
            
            28,857Current
      Liabilities
            
            
            37,959
            
            
            
            5,261Working
      Capital
            
            
            233,894
            
            
            
            23,596Accumulated
      Deficit
            
            
            191,495
            
            
            
            75,504





Item
7.  Management’s Discussion and Analysis and Results of
Operations.





THE
FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF MCC SHOULD BE READ IN
CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION INCLUDED HEREIN.





Forward-Looking
Statements





This Form
10-K – Annual Report contains forward-looking statements that involve risks and
uncertainties.  You will find words such as anticipate, believe, plan,
expect, future, intend and similar expressions in the Annual Report to identify
such forward-looking statements.  MCC’s actual results may differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by MCC described in the Risk Factors section
above and elsewhere in this Annual Report.





Plan
of Operation





MCC is
committed to developing an advanced technology solution to demining that will be
less expensive, faster and safer than existing approaches to
demining.  Our system will be based on  proprietary patented
technology developed by Roke Manor Research Ltd, a Siemens
company.  MCC has signed an exclusive licensing agreement with Roke to
use their patented sensors for detecting landmines.  Roke has also
been engaged to develop a complete system for mine detection and
mapping.  They will refine and tailor their existing sensors, author
the coordinating and GPS mapping software, integrate the combined technology to
be used on a Unmanned Airborne Vehicle (UAV) and develop a final working
prototype for demonstration to potential clients.  MCC will own any
intellectual property developed as a result of this consulting process that is
developed beyond the basic sensor IP.





The
development process contracted to Roke Manor will take approximately 10 – 12
months to complete and is budgeted at £915,000 or $1.5 M US$.  It is
in three phases.  Work Plan 1 is a design and system analysis
phase.  At the end of Work Plan 2 we will be able to demonstrate the
functionality of the system but not operating with a UAV delivery
system.  The features that will be demonstrable at the completion of
Work Plan 2 will include:





·
            Scanning:  Perform
      a high altitude scan to determine the existence and concentration of
      landmines. Using the high altitude scanners we identify the target areas
      that may be affected.  Areas not contaminated are then deemed
      clear.





·
            Detection:  Perform
      a low altitude scan to isolate the location of the
      landmines.  This process is done at a slower coverage rate and
      uses a different low altitude sensor on the
UAV.





·
            Mapping: Using
      proprietary data from the low altitude scan, create a detailed GPS map of
      the landmine locations, pinpointing each mine to approximately 50
      centimeters.





Work Plan
3 completion will have the complete system integrated and operating with a UAV
delivery system.





While
Work Plans 1 and 2 are being completed, MCC will be executing its business
development strategy.  This strategy is comprised of meeting with a
select group of targeted client countries and private corporations that have a
demand for a faster, less expensive and safer demining approach.  We
will introduce the system to key decision makers of the potential clients using
a video demonstration as well as Q and A sessions.  These meetings are
intended to develop a short list of potential clients to invite to Roke Manor’s
facilities at the end of work Plan 2 where they will be given a working
demonstration of the functionality of the system.


Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      20


Following
the demonstration sessions we will be asking potential clients to make
commitments to MCC, subject to a successful demonstration after Work Plan 3 is
completed, to review our system for demining operations in their countries or
for their corporate projects.  Our intention in securing these
commitments is so we can narrow down the candidate locations for test sites as
well as funding of demining operations. The latter information is important in
our business development plan because countries with demining projects typically
secure funding from developed nations or charitable trusts.  Once MCC
knows which countries have expressed the highest levels of commitment to utilize
our services, we will be able to approach their funding organizations and
educate them about our system as well as the interest that has been expressed by
the countries that they fund for demining operations.  For those
corporate clients that have expressed an interest after Work Plan 2, we will be
able to initiate the design of work plans for the geographic areas and targets
they want to consider for demining. This will shorten the operational execution
time required once we are ready to begin demining operations.





MCC plan
of operations is to complete a number of key objectives over the course of the
next 12 months that will position it to market its landmine detection and
removal service.





·
            Complete
      a financing of $5 million to meet our development and commercialization
      funding needs for the next 12 months. This includes approximately $1.5
      million for technology product development, approximately $1.4 million for
      general and administration (including business development) and
      approximately $1.5 million in capital costs to deploy our first commercial
      unit.


·
            Develop
      a working model stand alone system that will conduct high level scans and
      low level detection of landmines on a variety of landmine contamination
      terrains. A series of demonstrations to key decision makers and centers of
      influence will be carried out as soon as the prototype systems are
      available.


·
            Develop
      and market a business model that is based on complex technology but that
      delivers direct and significant benefits.  Our complex system
      will scan, detect, and map the location of buried
    landmines.


·
            Establish
      at least one production centre and one training centre – most likely in
      one of our client countries.


·
            Achieve
      certification with the United Nations for mine
  removal.


·
            Strive
      to secure letters of intent, followed by firm contracts with both nation
      states and private companies seeking to de-contaminate targeted parcels of
      land.


·
            Build
      a global organization that can implement an aggressive business model that
      will gain the confidence and business of nation states that will benefit
      from both a humanitarian and economic development perspective by employing
      MCC.





The key
milestones and achievement dates are outlined in the following
table:





MCC
DEVELOPMENT MILESTONES





Milestone
            Details
            Achievement
      DateRaise
      $5 million
            Required
      to fund R&D, corporate and business development
            January
      2009Additional
      board member additions
            International
      board members added for business development and future fund
      raising
            January
      2009Roke
      Phase 1 completed
            System
      analysis and design phase
            Feb/Mar
      2009Letters
      of Understanding
            Client
      countries secure initial position for demonstrations.
            March
      2009Roke
      Phase 2 completed
            Ground
      based demonstrators completed including landmine location and mapping
      function
            June
      2009Letters
      of Intent signed with initial client countries
            Countries
      having viewed functionality of phase 2 will be requested to sign LOIs to
      ensure they are positioned to be first client countries.
            June
      2009Roke
      Phase 3 completed
            UAV
      integration and testing. Final prototype demonstrated.
            September
      2009







Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      21


Our
system will enable demining crews to know where the mines are located prior to
them entering mine contaminated area.  This will increase the
efficiency, lower the time and cost to demine an area as well as decrease the
risk of an injury or fatality caused during the demining
process.  Current systems that are deployed must treat all terrain as
potentially contaminated which makes the processes they use slow and dangerous
work.  Mechanical deminers or flails must go over the entire ground
cover and disturb the earth or ground in potentially contaminated
areas.  Human deminers must slowly probe all the terrain or sweep with
a handheld device to identify a mine for removal.  The utilization of
trained dogs also requires that the terrain be fully assessed before clearing
the site of mines.





Our plan
of operation over the next twelve months is to further the research and
development on our technology resulting in a commercial application by the Fall
of 2009.  If successful, we intend to deploy the technology solutions
in demining contracts by the end of 2009.





We have
to date been funded by existing working capital, by raising funds via private
placements of equity capital offerings.  We have not raised any
funding via debt offerings.





On June
26, 2008 MCC issued 145,000 split-adjusted shares of common stock at a price of
$0.30 per share for proceeds of $43,500.  On August 21, 2008, MCC
issued 625,000 split-adjusted shares of common stock at a price of $0.40 per
share for proceeds of $250,000.





Roke
Manor has tested the sensor devices in a number of different related
applications and is highly confident in their sensors to detect buried objects
including landmines.  The first month of the development program has
commenced and the remainder of the program will be initiated as funding is
available. Roke Manor has agreed to postpone the consultancy and services work
program in recognition of the global equity market conditions.





Mine
Clearing Corp has attracted and hired a team of experienced professionals that
are focused on making the business a success. Our team consists of a research
scientist with defence  industry experience, a demining technology and
removal professional with 20 years experience in the demining sector, a former
United Nations executive with contacts in countries requiring demining services
as well as an understanding of funding of projects in developing nations and an
executive with public company and technology start-up experience.  MCC
is also working with other professionals that will join the team on a full time
basis as Chief Financial Officer and as marketing consultant.





MCC’s
technology is complex but our development model is not.  We intend on
building the best in class solution to the global demining
problem.  We will market our solution to nation states that will
benefit from mine removal and economic development benefits inherent in adopting
our system.





More
details on MCC’s business plan are contained under the section entitled
“Business of Mine Clearing Corp” as set out above in this Annual
Report.





As at
August 31, 2008, MCC had a cash balance of $269,625 and had working capital of
$233,894.  Over the next 12 months management does not anticipate that
MCC will generate any revenues.  Management anticipates that MCC needs
a minimum additional financing of $5,000,000 for the next 12 months (beginning
December 1, 2008).  Management anticipates that any additional funding
will come from equity financing from the sale of MCC’s common
stock.  If MCC is successful in completing an equity financing,
existing shareholders will experience dilution of their interest in MCC. MCC
does not have any financing arranged and cannot provide investors with any
assurance that MCC will be able to raise sufficient funding from the sale of its
common stock to fund its business plan. In the absence of such financing, MCC’s
business will fail.





MCC’s
planned expenditures and operation expenses for the next 12 months (beginning
January 1, 2008) are summarized as follows:





Description
      – 12 months
            
            Estimated
      Expenses
              ($)Technology
      and product development
            
            
            1,500,000General
      and administration (including business development)
            
            
            1,300,000Capital
      costs for first commercial project
            
            
            1,400,000Total
            
            
            4,200,000






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      22


Based on
the nature of MCC’s business, management anticipates incurring operating losses
in the foreseeable future.  Management bases this expectation, in
part, on the fact that we will most likely not secure contracts for demining
services within the next 12 months.   MCC’s future financial
results are also uncertain due to a number of factors, some of which are outside
its control.  These factors include, but are not limited
to:





·
            MCC’s
      ability to raise additional
funding;


·
            the
      international funding for demining
activities;


·
            the
      results of MCC’s research and development program being on time and being
      successful in producing a marketable product or service;
    and


·
            MCC’s
      ability to secure contracts with nations or corporations for mine clearing
      projects.





Due to
MCC’s lack of operating history and present inability to generate revenues,
MCC’s auditors have stated their opinion that there currently exists substantial
doubt about MCC’s ability to continue as a going concern.





Accounting
and Audit Plan





MCC
intends to continue to have its outside consultant assist it in the preparation
of its quarterly and annual financial statements and have these financial
statements reviewed or audited by MCC’s independent auditor.  MCC’s
outside consultant is expected to charge MCC approximately $800 to prepare its
quarterly financial statements and approximately $800 to prepare its annual
financial statements.  MCC’s independent auditor is expected to charge
MCC approximately $1,200 to review its quarterly financial statements and
approximately $5,000 to audit its annual financial statements.  In the
next 12 months, management anticipates spending approximately $13,000 to pay for
MCC’s accounting and audit requirements.





Results
of Operations





MCC has
had no operating revenues since its inception on September 30, 2005, through to
August 31, 2008.  MCC’s activities have been financed from the
proceeds of share subscriptions.  From MCC’s inception on September
30, 2005 to August 31, 2008 MCC raised a total of approximately $400,000 from
private placements of its common stock.





For the
period from inception on September 30, 2005, to August 31, 2008, MCC incurred
total expenses of $170,898.  These expenses included $82,794 in
professional fees, $88,083 in general and administrative expenses and $20,597 in
expenses due to discontinued operations (mineral property
costs).  MCC’s general and administrative expenses include donated
management services, donated rent, office maintenance, bank charges, travel,
communication expenses, courier, postage costs, and office
supplies.  MCC’s professional fees consist of legal, consulting,
management fees, accounting and auditing fees.





For the
year ended August 31, 2008, MCC incurred total expenses of
$109,922.  These expenses included $47,229 in professional fees,
$62,672 in general and administrative expenses, $6,069 in expenses due to
discontinued operations (mineral property costs).  MCC’s general and
administrative expenses mainly include donated management services, donated
rent, office maintenance, bank charges, travel, communication expenses, courier,
postage costs, and office supplies.  MCC’s professional fees consist
of legal, consulting, management fees, accounting and auditing
fees.  The discontinued operations expense of $6,069 was comprised of
$5,218 impairment of mineral property expenses and $851 of mineral property
costs.





For the
year ended August 31, 2007, Peak incurred total expenses of
$59,742.  These expenses included $32,269 in professional fees,
$15,708 in general and administrative expenses, $4,329 in impairment of mineral
property, and $7,436in mineral property costs.  Peak’s general and
administrative expenses mainly include $6,000 for donated management services
and $3,000 for donated rent, which were provided by its
President.  Peak expensed $3,107 in mineral property costs represented
by the online staking fees for the Claims.





Liquidity
and Capital Resources





As at
August 31, 2008, MCC had a cash balance of $269,625 and had working capital of
$233,894.  MCC’s accumulated deficit was $191,4955 as at August 31,
2008.  MCC’s net loss of $191,495 from September 30, 2005 (date of
inception) to August 31, 2008 was mostly funded by its equity
financing.  From September 30, 2005 (date of inception) to August 31,
2008, MCC raised $400,350 in equity financing.  The net increase in
cash from September 30, 2005 (date of inception) to August 31, 2008 was
$269,625.


Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      23


On August
7, 2008, the Company entered into a Development and Consultancy Support Services
Agreement (“Services Agreement”) with Roke Manor Research Limited (the
“Licensor”) to develop proprietary technology and products and provide
consulting support in the field of landmine scanning, detection, mapping and
removal.




Under the
terms of Services Agreement the Company will pay for the Licensor to complete a
three stage research and development program.




i.
            Phase
      1 is the System Analysis and Design Phase. The cost to complete this phase
      is approximately $415,000 (£215,000 GBP). Phase 1 is expected to be
      completed on or before December 15, 2008. The Company will be required to
      deliver an initial payment of $102,000 (£53,750 GBP) followed by 3
      sequential monthly payments of $183,000 (£96,750 GBP), $102,000 (£53,750
      GBP) and $20,500 (£10,750 GBP).




ii.
            Phase
      2 is the Ground Based Demonstrators Phase. This phase is expected to cost
      approximately $790,000 to $960,000 (£410,000 GBP to £500,000 GBP). Phase 2
      is expected to be completed on or before May 15,
  2009.




iii.
            Phase
      3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is
      expected to cost approximately $300,000 to $385,000 (£155,000 GBP to
      £200,000 GBP). Phase 3 is expected to be completed on or before July 30,
      2009.




On August
7, 2008, the Company entered into a Technology Exploitation Agreement with the
Licensor to acquire a non-transferable license to utilize certain sensor
intellectual property (“Cold Sky technology”) to develop, manufacture, use and
sell any anomaly or metal detector product or products developed by the Company
using the Cold Sky technology. The consideration for the license to use the Cold
Sky technology is an upfront fee of £125,000 GBP (US$243,000), which shall be
payable upon completion of Phase 3 of the Services Agreement (Refer to Note
5(c)) and thereafter a royalty of £1,000 GBP (US$1,900) for each product
deployed by the Company, including sales of the product designed by the Company
for integration into systems manufactured by third parties or suppliers of spare
or replacement parts. The maximum royalty limit the Company shall be required to
pay is £250,000 GBP (US$486,000) over a ten year period commencing upon
completion of the Services Agreement.




On August
7, 2008, the Company entered into a Technology Exploitation Agreement with the
Licensor to acquire a non-transferable license to utilize certain sensor
intellectual property (“Fig8 technology”) in order to develop, manufacture, use
and sell any anomaly or metal detector product or products developed by the
Company using the Fig8 technology. The consideration for the license to use the
Fig8 technology is an upfront fee of £125,000 GBP (US$243,000), which shall be
payable upon completion of the final phase of the Services Agreement and
thereafter a royalty of £125 GBP (US$240) for each product deployed by the
Company, including sales of the product designed by the Company for integration
into systems manufactured by third parties or suppliers of spare or replacement
parts. The maximum royalty limit the Company shall be required to pay is
£250,000 GBP (US$486,000) over a ten year period commencing upon completion of
the Services Agreement.





Funding
for the obligations to Roke Manor Research to complete the research and
development program and pay the upfront licensing fees will financed through
sales of MCC’s common stock. There are no assurances that MCC will be able to
achieve further sales of its common stock or any other form of additional
financing.  If MCC is unable to achieve the financing necessary to
continue its plan of operations, then MCC will not be able to execute its
business plan of developing a demining technology solution and its business will
fail.





Management
intends to raise the balance of MCC’s cash requirements of $4.3 million for the
next 12 months from private placements, shareholder loans or possibly a
registered public offering (either self-underwritten or through a broker-dealer)
within the next few months.  If MCC is unsuccessful in raising enough
money through future capital raising efforts, MCC may review other financing
possibilities such as bank loans.  At this time MCC does not have any
commitments from any broker-dealer to provide MCC with financing.





Net Cash Used in Operating
Activities





For the
fiscal year ended August 31, 2008, net cash used in operating activities totaled
$71,282 compared with $47,211 for the previous fiscal year.





As at
August 31, 2008, MCC had a cash balance of $269,625 and had working capital of
$233,894.   During the fiscal year ended August 31, 2008, MCC
used $71,282 in cash for operating activities.  This was primarily a
result of an operating loss of $115,991, offset by non-cash items for donated
services of $9,000, and a net increase in operating assets and liabilities of
$23,266.  During the fiscal year ended August 31, 2008, MCC paid
$23,266 towards accounts payable.  There were also changes in prepaid
expenses and due to related parties resulting in a net use of cash of
$71,282.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      24





Net Cash Used in Investing
Activities





Net cash
provided by investing activities was $(6,450) for the fiscal year ended August
31, 2008 as compared with $(4,329) of cash used for the previous fiscal
year.





MCC used
net cash of $6,450 in investing activities during the fiscal year ended August
31, 2008.  MCC’s investment activities include the maintenance of its
mineral property interest.  For the fiscal year ended August 31, 2008,
MCC’s monthly cash requirement was approximately $5,940 in operating activities
and approximately $538 in investing activities.  Management
anticipates that after January 2008 if MCC intends to execute its business
plan its monthly expenses will increase to $233,000 for technology and product
development plus general and administration (including business development).
This includes an average of $43,000 for human resources and staffing, an average
of $127,000 for research and development, $30,000 for business development
including travel costs, and $33,000 for public company, legal, accounting,
marketing and office costs.  During the last quarter of the upcoming
fiscal year it will require the majority of its $1.4 million budget for capital
expenditures to build and deploy its first commercial unit.





Net Cash Used in Financing
Activities





Net cash
provided by financing activities increased to $318,000 for the fiscal year ended
August 31, 2008 as compared with financing of $8,000 for the previous fiscal
year from the issuance of common stock.





Going
Concern





MCC has
not attained profitable operations and is dependent upon obtaining financing to
pursue any extensive exploration activities.  For these reasons MCC’s
auditors stated in their report that they have substantial doubt MCC will be
able to continue as a going concern.





Off-Balance
Sheet Arrangements





MCC has
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on its financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
stockholders.





Critical
Accounting Policies





MCC’s
financial statements are impacted by the accounting policies used and the
estimates and assumptions made by management during their
preparation.  A complete summary of these policies is included in Note
2 of the notes to MCC’s historical consolidated financial
statements.  MCC has identified below the accounting policies that are
of particular importance in the presentation of its financial position, results
of operations and cash flows and which require the application of significant
judgment by management.




Item
7a.  Quantitative And Qualitative Disclosures About Market
Risk





The
Company is a small business Issuer and is not subject to interest rate or
foreign currency risks.  Furthermore does not invest in interest rate
swaps or any derivative products.








Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      25


Item
8.  Financial Statements and Supplementary Data





Mine
Clearing Corp.


(formerly
Peak Resources Incorporated)


(A
Development Stage Company)





August
31, 2008





IndexReport of Independent Registered Public Accounting
      Firm
            F-1Balance Sheets
            F-2Statements of Operations
            F-3Statements of Cash Flows
            F-4Statement of Stockholders’ Equity
            F-5Notes to the Financial Statements
            F-6
































Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      26
















Report of Independent Registered Public Accounting
Firm





To the
Directors and Stockholders of


Mine
Clearing Corp.


(formerly
Peak Resources Incorporated)


(A
Development Stage Company)





We have
audited the accompanying balance sheets of Mine Clearing Corp. (formerly Peak
Resources Incorporated) (A Development Stage Company) as of August 31, 2008 and
2007 and the related statements of operations, cash flows and stockholders’
equity for the years then ended and accumulated from September 30, 2005 (Date of
Inception) to August 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 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. An audit includes
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 internal
control over financial reporting. Accordingly, we express no such
opinion.  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 Mine Clearing Corp. (formerly Peak
Resources Incorporated) (A Development Stage Company) as of August 31, 2008 and
2007, and the results of its operations, cash flows and stockholders’ equity for
the years then ended and accumulated from September 30, 2005 (Date of Inception)
to August 31, 2008, in conformity with accounting principles generally accepted
in the United States.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has never generated any revenue and has accumulated losses from
operations since inception. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.








CHARTERED
ACCOUNTANTS




Vancouver,
Canada




November
28, 2008






















F-1


Mine
Clearing Corp.


(formerly
Peak Resources Incorporated)


(A
Development Stage Company)


Balance Sheets


(Expressed
in US dollars)








August
      31,
              2008
              $
            
            
            August
      31,
              2007
              $ASSETSCurrent
      AssetsCash
            
            
            269,625
            
            
            
            28,857Prepaid
      expenses
            
            
            2,228
            
            
            
            –Total
      Current Assets
            
            
            271,853
            
            
            
            28,857Equipment
      (Note 3)
            
            
            1,211
            
            
            
            –Total
      Assets
            
            
            273,064
            
            
            
            28,857LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            
            11,581
            
            
            
            4,012Accrued
      liabilities
            
            
            15,981
            
            
            
            284Due
      to related parties (Note 4(b))
            
            
            10,397
            
            
            
            965Total
      Liabilities
            
            
            37,959
            
            
            
            5,261Commitments
      and Contingencies (Note 1, 5 and 6)Subsequent
      Events (Note 10)Stockholders’
      EquityCommon
      Stock, 200,000,000 shares authorized, $0.001 par value
              59,446,200
      and 58,533,340 shares issued and outstanding, respectively
            
            
            59,446
            
            
            
            58,533Additional
      Paid-in Capital
            
            
            340,904
            
            
            
            23,317Donated
      Capital
            
            
            26,250
            
            
            
            17,250Deficit
      Accumulated During the Development Stage
            
            
            (191,495
            )
            
            
            (75,504
            )Total
      Stockholders’ Equity
            
            
            235,105
            
            
            
            23,596Total
      Liabilities and Stockholders’ Equity
            
            
            273,064
            
            
            
            28,857











(The
Accompanying Notes are an Integral Part of These Financial
Statements)





F-2


Mine
Clearing Corp.


(formerly
Peak Resources Incorporated)


(A
Development Stage Company)


Statements of Operations


(Expressed
in US dollars)











Accumulated
              From
              September
      30, 2005 (Date of Inception)
            
            
            For
      the
              Year
      Ended
            
            
            For
      the
              Year
      Endedto
      August 31,
            
            
            August
      31,
            
            
            August
      31,2008
              $
            
            
            2008
              $
            
            
            2007
              $Revenue
            
            
            –
            
            
            
            –
            
            
            
            –ExpensesGeneral
      and administrative (Note 4)
            
            
            88,083
            
            
            
            62,672
            
            
            
            15,708Amortization
            
            
            21
            
            
            
            21
            
            
            
            –Professional
      fees
            
            
            82,794
            
            
            
            47,229
            
            
            
            32,269Total
      Expenses
            
            
            170,898
            
            
            
            109,922
            
            
            
            47,977Net
      Loss Before Discontinued Operations
            
            
            (170,898
            )
            
            
            (109,922
            )
            
            
            (47,977
            )Discontinued
      operations (Note 8)
            
            
            (20,597
            )
            
            
            (6,069
            )
            
            
            (11,765
            )Net
      Loss
            
            
            (191,495
            )
            
            
            (115,991
            )
            
            
            (59,742
            )Net
      Loss Per Share – Basic and DilutedContinuing
      Operations
            
            
            
            
            
            
            –
            
            
            
            –Discontinued
      Operations
            
            
            
            
            
            
            –
            
            
            
            –Weighted
      Average Shares Outstanding
            
            
            
            
            
            
            58,660,000
            
            
            
            58,380,000














(The
Accompanying Notes are an Integral Part of These Financial
Statements)





F-3


Mine
Clearing Corp.


(formerly
Peak Resources Incorporated)


(A
Development Stage Company)


Statements of Cash Flows


(Expressed
in US dollars)








Accumulated
              From
              September
      30, 2005
              (Date
      of Inception)
              to
      August 31,
              2008
              $
            
            
            For
      the
              Year
      Ended
              August
      31,
              2008
              $
            
            
            For
      the
              Year
      Ended
              August
      31,
              2007
              $Operating
      ActivitiesNet
      loss
            
            
            (191,495
            )
            
            
            (115,991
            )
            
            
            (59,742
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Donated
      services and rent
            
            
            26,250
            
            
            
            9,000
            
            
            
            9,000Impairment
      of mineral property
            
            
            9,957
            
            
            
            5,218
            
            
            
            4,329Amortization
            
            
            21
            
            
            
            21
            
            
            
            –Changes
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
            
            
            27,562
            
            
            
            23,266
            
            
            
            (1,353
            )Prepaid
      expenses
            
            
            (2,228
            )
            
            
            (2,228
            )
            
            
            –Due
      to related party
            
            
            9,987
            
            
            
            9,432
            
            
            
            555Net
      Cash Used in Operating Activities
            
            
            (119,946
            )
            
            
            (71,282
            )
            
            
            (47,211
            )Investing
      ActivitiesMineral
      property acquisition costs
            
            
            (9,547
            )
            
            
            (5,218
            )
            
            
            (4,329
            )Equipment
      acquisition
            
            
            (1,232
            )
            
            
            (1,232
            )
            
            
            –Net
      Cash Used in Investing Activities
            
            
            (10,779
            )
            
            
            (6,450
            )
            
            
            (4,329
            )Financing
      ActivitiesProceeds
      from the issuance of common stock
            
            
            400,350
            
            
            
            318,500
            
            
            
            8,000Net
      Cash Provided by Financing Activities
            
            
            400,350
            
            
            
            318,500
            
            
            
            8,000Increase
      (Decrease) In Cash
            
            
            269,625
            
            
            
            240,768
            
            
            
            (43,540
            )Cash
      - Beginning of Period
            
            
            –
            
            
            
            28,857
            
            
            
            72,397Cash
      - End of Period
            
            
            269,625
            
            
            
            269,625
            
            
            
            28,857Supplemental
      DisclosuresInterest
      paid
            
            
            –
            
            
            
            –
            
            
            
            –Income
      tax paid
            
            
            –
            
            
            
            –
            
            
            
            –








(The
Accompanying Notes are an Integral Part of These Financial
Statements)





F-4


Mine
Clearing Corp.


(formerly
Peak Resources Incorporated)


(A
Development Stage Company)


Statement of Stockholders’ Equity


For the
Period from September 30, 2005 (Date of Inception) to August 31,
2008


(Expressed
in US dollars)








DeficitAccumulatedAdditional
            
            
            
            
            
            During
      thePaid-in
            
            
            Donated
            
            
            DevelopmentShares
              #
            
            
            Amount
              $
            
            
            Capital
              $
            
            
            Capital
              $
            
            
            Stage
              $
            
            
            Total
              $Balance
      – September 30, 2005(Date
      of Inception)
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –October
      10, 2005 – issuance of common shares for cash at $0.0001 per
      share
            
            
            30,000,000
            
            
            
            30,000
            
            
            
            (27,000
            )
            
            
            –
            
            
            
            –
            
            
            
            3,000April
      29, 2006 – issuance of common shares for cash at $0.0015 per
      share
            
            
            18,233,340
            
            
            
            18,233
            
            
            
            9,117
            
            
            
            –
            
            
            
            –
            
            
            
            27,350August
      31, 2006 – issuance of common shares for cash at $0.005 per
      share
            
            
            8,700,000
            
            
            
            8,700
            
            
            
            34,800
            
            
            
            –
            
            
            
            –
            
            
            
            43,500Donated
      services and rent
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            8,250
            
            
            
            –
            
            
            
            8,250Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (15,762
            )
            
            
            (15,762
            )Balance
      – August 31, 2006
            
            
            56,933,340
            
            
            
            56,933
            
            
            
            16,917
            
            
            
            8,250
            
            
            
            (15,762
            )
            
            
            66,338October
      10, 2006 – issuance of common shares for cash at $0.005 per
      share
            
            
            1,600,000
            
            
            
            1,600
            
            
            
            6,400
            
            
            
            –
            
            
            
            –
            
            
            
            8,000Donated
      services and rent
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            9,000
            
            
            
            –
            
            
            
            9,000Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (59,742
            )
            
            
            (59,742
            )Balance
      – August 31, 2007
            
            
            58,533,340
            
            
            
            58,533
            
            
            
            23,317
            
            
            
            17,250
            
            
            
            (75,504
            )
            
            
            23,596January
      31, 2008 – issuance of common shares for cash at $0.175 per
      share
            
            
            142,860
            
            
            
            143
            
            
            
            24,857
            
            
            
            –
            
            
            
            –
            
            
            
            25,000June
      26, 2008 – issuance of common shares for cash at $0.30 per
      share
            
            
            145,000
            
            
            
            145
            
            
            
            43,355
            
            
            
            –
            
            
            
            –
            
            
            
            43,500August
      21, 2008 – issuance of common shares for cash at $0.40 per
      share
            
            
            625,000
            
            
            
            625
            
            
            
            249,375
            
            
            
            –
            
            
            
            –
            
            
            
            250,000Donated
      services and rent
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            9,000
            
            
            
            –
            
            
            
            9,000Net
      loss
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (115,991
            )
            
            
            (115,991
            )Balance
      – August 31, 2008
            
            
            59,446,200
            
            
            
            59,446
            
            
            
            340,904
            
            
            
            26,250
            
            
            
            (191,495
            )
            
            
            235,105








(The
Accompanying Notes are an Integral Part of These Financial
Statements)





F-5
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008


1.
            Development
      Stage Company




Peak
Resources Incorporated (the “Company”) was incorporated in the State of Nevada
on September 30, 2005. On August 18, 2008, the Company changed its name to Mine
Clearing Corp. The Company
is a Development Stage Company, as defined by Statement of Financial Accounting
Standard (“SFAS”) No.7 “Accounting and Reporting for
Development Stage Enterprises”. The Company’s former principal business
was the acquisition and exploration of mineral resource properties. During the
fourth quarter of 2008, the Company changed its principal business and entered
into licensing agreements for the rights to certain intellectual properties in
the landmine scanning, detection, mapping and removal services. Refer to Note
6.




These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
As at August 31, 2008, the Company has accumulated losses of $191,495 since
inception. These factors raise substantial doubt regarding the Company’s ability
to continue as a going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.





2.      Summary
of Significant Accounting Policies




a)
            Basis
      of Presentation




These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in US dollars. The Company’s fiscal year-end is August 31.




b)
            Use
      of Estimates




The
preparation of financial statements in conformity with US generally accepted
accounting principles 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 and
the reported amounts of revenues and expenses during the reporting period. The
Company regularly evaluates estimates and assumptions related to donated
services and deferred income tax asset valuation allowances. The Company bases
its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company’s estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.




c)
            Basic
      and Diluted Net Income (Loss) Per
Share




The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 128 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible preferred stock using the
if-converted method. In computing Diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.




d)
            Comprehensive
      Loss


SFAS No.
130, “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements. As at August 31, 2008 and 2007, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.





F-6
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to
the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008


2.       Summary
of Significant Accounting Policies (continued)




e)
            Cash
      and Cash Equivalents


The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.




f)
            Mineral
      Property Costs




The
Company has been in the development stage since its inception on September 30,
2005 and has not yet realized any revenues from its planned operations. The
Company was formerly engaged in the acquisition and development of mining
properties. Mineral property development costs are expensed as incurred. Mineral
property acquisition costs are initially capitalized when incurred using the
guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible
Assets”. The Company assesses the carrying costs for impairment under SFAS 144,
“Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.




g)
            Property
      and Equipment




Property
and equipment is recorded at cost and is amortized on a straight-line basis over
5 years.




h)
            Long-Lived
      Assets




In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company tests long-lived assets or
asset groups for recoverability when events or changes in circumstances indicate
that their carrying amount may not be recoverable. Circumstances which could
trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset; current
period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life.




Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.




i)
            Financial
      Instruments


The fair
value of financial instruments, which include cash, accounts payable, accrued
liabilities and due to related party, were estimated to approximate their
carrying values due to the immediate or short-term maturities of these financial
instruments. Foreign currency transactions are primarily undertaken in Canadian
dollars. The financial risk is the risk to the Company’s operations that arise
from fluctuations in foreign exchange rates and the degree of volatility of
these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.




j)
            Discontinued
      Operations




Certain
amounts have been reclassified to present the Company’s discontinuance of its
mineral exploration operations, as discontinued operations. Unless otherwise
indicated, information presented in the notes to the financial statements
relates only to the Company’s continuing operations. Information relating to
discontinued operations is included in Note 8.




k)
            Income
      Taxes




The
Company has adopted SFAS No. 109 “Accounting for Income Taxes”
as of its inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefits
of income tax losses are not recognized in the accounts until realization is
more likely than not. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.


F-7
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to
the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008


2.
            Summary
      of Significant Accounting Policies
(continued)




l)
            Foreign
      Currency Translation




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




m)
            Recent
      Issued Accounting Pronouncements




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts – An interpretation of FASB Statement No.
60”.  SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted.  The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  It is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles”. The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”. SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The adoption of this statement is not
expected to have a material effect on the Company’s financial
statements.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements Liabilities –an Amendment of ARB No.
51”.  This statement amends ARB 51 to establish accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. Earlier adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company's Company's financial
statements.




In
December 2007, the FASB issued SFAS No. 141R, “Business
Combinations”.  This statement replaces SFAS 141 and defines
the acquirer in a business combination as the entity that obtains control of one
or more businesses in a business combination and establishes the acquisition
date as the date that the acquirer achieves control. SFAS 141R requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date. SFAS 141R also requires the acquirer to
recognize contingent consideration at the acquisition date, measured at its fair
value at that date. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Earlier adoption is prohibited. The adoption of this statement is not expected
to have a material effect on the Company's financial
statements.


F-8
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to
the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008




2.
            Summary
      of Significant Accounting Policies
((continued)




m)
            Recently
      Issued Accounting Pronouncements
(continued)




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement No.
115”.  This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.







3.
            Property
      and Equipment





August
      31,
            
            
            August
      312008
            
            
            2007Cost
              $
            
            
            Accumulated
      Amortization
              $
            
            
            Net
      Book
              Value
              $
            
            
            Net
      Book
              Value
              $Equipment
            
            
            1,232
            
            
            
            21
            
            
            
            1,211
            
            
            
            –





4.       Related
Party Transactions




a)
            During
      the year ended August 31, 2008, the Company recognized a total of $6,000
      (2007 - $6,000) for management services at $500 per month provided by the
      President of the Company, and $3,000 (2007 - $3,000) for rent at $250 per
      month provided by the President of the
Company.




b)
            At
      August 31, 2008, the Company is indebted to a director of the Company for
      $10,397 (August 31, 2007 $965), representing expenditures paid on behalf
      of the Company. This amount is unsecured, non-interest bearing, due on
      demand and has no specific terms of
repayment.







5.        Mineral
Property





On
      September 18, 2006, the Company entered into an agreement to acquire a 90%
      interest in a mineral claim located in British Columbia, Canada in
      consideration for a cash payment of $4,329 (CDN$5,000 - paid) and
      incurring $151,560 (CDN$150,000) of exploration expenditures in various
      stages to September 30, 2008. By an addendum dated December 30, 2006,
      the CDN$5,000 exploration expenditure commitment was extended to March 30,
      2007, and by an addendum dated March 29, 2007, was further extended to
      April 30, 2007. The Company subsequently incurred less than the required
      CDN$5,000, but the vendor agreed to carry the shortfall over to the next
      commitment date of September 30, 2007. By an addendum dated October 27,
      2007, the CDN$30,000 exploration expenditure commitment was extended to
      September 30, 2008 for consideration of $5,218 (CDN$5,000 - paid). During
      the year ended August 31, 2008, the Company recognized an impairment loss
      of $5,218 as it has not yet been determined whether there are proven or
      probable reserves on the property. Subsequent to the year end, the Company
      decided not to pursue this
property.





F-9
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to
the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008





6.           Commitments




a)
            On
      August 1, 2008, the Company entered into a management agreement with the
      President of the Company to provide management services. Under the terms
      of the agreement, the Company agreed to pay $5,000 per month for an
      initial term of 24 months.




b)
            On
      August 1, 2008, the Company entered into a management agreement with an
      contractor to provide management services. Under the terms of the
      agreement, the Company agreed to pay $5,000 per month for an initial term
      of 24 months. This agreement was subsequently terminated in November,
      2008.




c)
            On
      August 7, 2008, the Company entered into a Development and Consultancy
      Support Services Agreement (“Services Agreement”) with Roke Manor Research
      Limited (the “Licensor”) to develop proprietary technology and products
      and provide consulting support in the field of landmine scanning,
      detection, mapping and removal.




Under the
terms of Services Agreement the Company will pay for the Licensor to complete a
three stage research and development program.




i.
            Phase
      1 is the System Analysis and Design Phase. The cost to complete this phase
      is approximately $415,000 (£215,000). Phase 1 is expected to be completed
      on or before December 15, 2008. The Company will be required to deliver an
      initial payment of $102,000 (£53,750) followed by 3 sequential monthly
      payments of $183,000 (£96,750), $102,000 (£53,750) and $20,500
      (£10,750).




ii.
            Phase
      2 is the Ground Based Demonstrators Phase. This phase is expected to cost
      approximately $790,000 to $960,000 (£410,000 to £500,000). Phase 2 is
      expected to be completed on or before May 15,
  2009.




iii.
            Phase
      3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is
      expected to cost approximately $300,000 to $385,000 (£155,000 to
      £200,000). Phase 3 is expected to be completed on or before July 30,
      2009.




d)
            On
      August 7, 2008, the Company entered into a Technology Exploitation
      Agreement with the Licensor to acquire a non-transferable license to
      utilize certain sensor intellectual property (“Cold Sky technology”) to
      develop, manufacture, use and sell any anomaly or metal detector product
      or products developed by the Company using the Cold Sky technology. The
      consideration for the license to use the Cold Sky technology is an upfront
      fee of £125,000 (US$243,000), which shall be payable upon completion of
      Phase 3 of the Services Agreement (Refer to Note 6(c)) and thereafter a
      royalty of £1,000 (US$1,900) for each product deployed by the Company,
      including sales of the product designed by the Company for integration
      into systems manufactured by third parties or suppliers of spare or
      replacement parts. The maximum royalty limit the Company shall be required
      to pay is £250,000 (US$486,000) over a ten year period commencing upon
      completion of the Services
Agreement.




e)
            On
      August 7, 2008, the Company entered into a Technology Exploitation
      Agreement with the Licensor to acquire a non-transferable license to
      utilize certain sensor intellectual property (“Fig8 technology”) in order
      to develop, manufacture, use and sell any anomaly or metal detector
      product or products developed by the Company using the Fig8 technology.
      The consideration for the license to use the Fig8 technology is an upfront
      fee of £125,000 (US$243,000), which shall be payable upon completion of
      the final phase of the Services Agreement and thereafter a royalty of £125
      (US$240) for each product deployed by the Company, including sales of the
      product designed by the Company for integration into systems manufactured
      by third parties or suppliers of spare or replacement parts. The maximum
      royalty limit the Company shall be required to pay is £250,000
      (US$486,000) over a ten year period commencing upon completion of the
      Services Agreement.








F-10
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to
the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008





6.           Commitments
(continued)




f)
            On
      August 15, 2008, the Company entered into a management agreement with a
      contractor to provide management services. Under the terms of the
      agreement, the Company agreed to pay $2,500 per month for an initial term
      of 24 months.




g)
            On
      August 27, 2008, the Company entered into a contract with an investor
      relations firm. In consideration for investor relations services, the
      Company will pay the firm 3% for all venture investments. The Company will
      also pay EUR 2,000 (US$3,000) per month for three months commencing
      September 1, 2008. The agreement can be revoked by either party at any
      time during the three month period, however, introductions made by the
      investor relations firm that lead to financing will be honored for a
      period of one year. For all introductions, the maximum finder’s fee
      payable is 10% (inclusive of the 3%
fee).




7.           Common
Stock




a)
            On
      October 5, 2006, the Company issued 160,000 split-adjusted shares of
      common stock at a price of $0.005 per share for cash proceeds of
      $8,000.




b)
            On
      January 31, 2008, the Company issued 142,860 split-adjusted shares of
      common stock at a price of $0.175 per share for cash proceeds of
      $25,000.




c)
            On
      March 3, 2008, the Company effected a nine (9) for one (1) stock dividend
      of the authorized, issued and outstanding stock.  As a result,
      the issued and outstanding share capital increased from 5,867,620 shares
      of common stock to 58,676,200 shares of common stock. All share amounts
      have been retroactively adjusted for all periods
  presented.




d)
            On
      June 26, 2008, the Company issued 145,000 split-adjusted shares of common
      stock at a price of $0.30 per share for proceeds of
    $43,500.




e)
            On
      August 21, 2008, the Company issued 625,000 split-adjusted shares of
      common stock at a price of $0.40 per share for cash proceeds of
      $250,000.





8.      Discontinued
Operations





On
      August 7, 2008, the Company discontinued all operations related to the
      former business of acquiring and exploring mineral resource
      properties.





The
results of discontinued operations are summarized as follows:




Accumulated
              From
              September
      30, 2005 (Date of Inception)
            
            
            For
      the
              Year
      Ended
            
            
            For
      the
              Year
      Endedto
      August 31,
            
            
            August
      31,
            
            
            August
      31,2008
              $
            
            
            2008
              $
            
            
            2007
              $ExpensesImpairment
      of mineral property (Note 4)
            
            
            9,957
            
            
            
            5,218
            
            
            
            4,329Mineral
      property costs
            
            
            10,640
            
            
            
            851
            
            
            
            7,436Net
      Loss
            
            
            (20,597
            )
            
            
            (6,069
            )
            
            
            (11,765
            )











F-11
 
 Mine
Clearing Corp.
 (formerly
Peak Resources Incorporated)
 (A
Development Stage Company)
 Notes to
the Financial Statements
 (Expressed
in US dollars)
 August
31, 2008




9.       Income
Taxes





The
      Company accounts for income taxes under SFAS No. 109, "Accounting for Income
      Taxes." Deferred income tax assets and liabilities are determined
      based upon differences between 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. Income tax
      expense differs from the amount that would result from applying the U.S
      federal and state income tax rates to earnings before income taxes. The
      Company has a net operating loss carryforward of approximately $165,000
      available to offset taxable income in future years which expires in fiscal
      2025. Pursuant to SFAS 109, the potential benefit of the net operating
      loss carryforward has not been recognized in the financial statements
      since the Company cannot be assured that it is more likely than not that
      such benefit will be utilized in future
years.





The
      Company is subject to United States federal and state income taxes at an
      approximate rate of 35%. The reconciliation of the provision for income
      taxes at the United States federal statutory rate compared to the
      Company’s income tax expense as reported is as
  follows:





August
      31,
              2008
              $
            
            
            August
      31,
              2007
              $Income
      tax recovery at statutory rate
            
            
            (40,597
            )
            
            
            (20,910
            )Permanent
      differences
            
            
            3,150
            
            
            
            3,150Temporary
      differences
            
            
            7
            
            
            
            -Valuation
      allowance change
            
            
            37,440
            
            
            
            17,760Provision
      for income taxes
            
            
            –
            
            
            
            –





Deferred
      income taxes reflect the net tax effects of temporary differences between
      the carrying amounts of assets and liabilities for financial reporting
      purposes and the amounts used for income tax purposes. Deferred income
      taxes arise from temporary differences in the recognition of income and
      expenses for financial reporting and tax purposes. The significant
      components of deferred income tax assets and liabilities are as
      follows:





August
      31,
              2008
              $
            
            
            August
      31,
              2007
              $Net
      operating loss carryforward
            
            
            57,830
            
            
            
            20,390Valuation
      allowance
            
            
            (57,830
            )
            
            
            (20,390
            )Net
      deferred income tax asset
            
            
            –
            
            
            
            –





The
      Company has recognized a valuation allowance for the deferred income tax
      asset since the Company cannot be assured that it is more likely than not
      that such benefit will be utilized in future years. The valuation
      allowance is reviewed annually. When circumstances change and which cause
      a change in management's judgment about the realizability of deferred
      income tax assets, the impact of the change on the valuation allowance is
      generally reflected in current
income.




10.           Subsequent
Events




a)
            On
      September 9, 2008, the Company entered into a management agreement with a
      consultant to provide consulting services. Under the terms of the
      agreement, the Company agreed to pay $2,500 per month for an initial term
      of 24 months.




b)
            On
      September 8, 2008, the Company increased the authorized capital from
      75,000,000 shares of common stock with a par value of $0.001 per share to
      200,000,000 shares of common stock with a par value of $0.001 per
      share.




c)
            On
      November 18, 2008, the Company entered into a management agreement with a
      consultant to provide services as Vice President – Industry Development.
      Under the terms of the agreement, the Company agreed to pay $2,500 per
      month for an initial term of 24
months.





F-12





Item
9.                      Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.





There are
no changes in and disagreements with MCC’s accountants on accounting and
financial disclosure.  MCC’s Independent Registered Public
Accounting Firm from inception to the current date is Manning Elliott LLP,
Chartered Accountants, 1100 - 1050 West Pender Street, Vancouver, British
Columbia, V6E 3S7, Canada.




Item 9A.    CONTROLS
AND PROCEDURES.




Internal Controls over
Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Under the supervision of our Chief Executive
Officer, the Company conducted an evaluation of the effectiveness of our
internal control over financial reporting as of August 31, 2008 using the
criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of August 31, 2008, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.




1.
            Certain
      entity level controls establishing a “tone at the top” were considered
      material weaknesses. The Company has no audit committee. There is no
      policy on fraud and no code of ethics at this time. A whistleblower policy
      is not necessary given the small size of the
  organization.2.
            Due
      to the significant number and magnitude of out-of-period adjustments
      identified during the year-end closing process, management has concluded
      that the controls over the period-end financial reporting process were not
      operating effectively. A material weakness in the period-end financial
      reporting process could result in us not being able to meet our
      regulatory filing deadlines and, if not remediated, has the potential to
      cause a material misstatement or to miss a filing deadline in the future.
      Management override of existing controls is possible given the small size
      of the organization and lack of personnel.3.
            There
      is no system in place to review and monitor internal control over
      financial reporting. The Company maintains an insufficient complement of
      personnel to carry out ongoing monitoring responsibilities and ensure
      effective internal control over financial reporting.




Management
is currently evaluating remediation plans for the above control
deficiencies.




Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.




As a
result of the material weaknesses described above, management has concluded that
the Company did not maintain effective internal control over financial reporting
as of August 31, 2008 based on criteria established in Internal Control—Integrated
Frameworkissued by COSO.




Manning
Elliott LLP, an independent registered public accounting firm, was not required
to and has not issued a report concerning the effectiveness of our internal
control over financial reporting as of August 31, 2008.




Changes in Internal
Controls




During
the period ended August 31, 2008 there were no changes in our internal control
over financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page 38





Other
Information





During
the fourth quarter of the fiscal year covered by this Form 10-K, MCC reported
all information that was required to be disclosed in a report on Form
8-K.





PART
III





Item
10.                      Directors,
Executive Officers and Corporate Governance.





Directors
and Executive Officers





Each
director of MCC holds office until (i) the next annual meeting of the
stockholders, (ii) his successor has been elected and qualified, or (iii) the
director resigns.





The sole
Director and Officer of MCC is as follows:





Name
            Age
            Positions
      Held and TenureLarry
      Olson
            52
            President,
      Chief Executive Officer, Chief Financial Officer and Director since
      September 30, 2005





The sole
Director named above will serve until the next annual meeting of the
stockholders.  Thereafter, directors will be elected for one-year
terms at the annual stockholders’ meeting.  Officers will hold their
positions at the pleasure of the board of directors, absent any employment
agreement, of which none currently exists or is contemplated.





Larry
Olson   Mr. Olson (52) years old)has been the sole
director and officer of MCC since September 2005.  From 1987 to the
present, Mr. Olson has been running a consulting firm called Larry Olson &
Associates, which provides business consulting services to public and private
companies. From January 2007 to the present, Mr. Olson has been a director and
Chief Financial Officer of Reef Resources Ltd., an oil and gas exploration and
development public company in Canada. From September 2006 to the present he has
been President, Chief Executive Officer and a director of Kaval Energy Services
Inc., an oil field services company.  From August 2005 to October
2008, Mr. Olson was the President of Viacorp Technologies Inc., a company
involved in acquiring a Quebec, Canada based biotech company. From August, 2002
to the present, Mr. Olson has been managing Med Access Investments (VCC) Inc., a
venture capital company he founded, which invested in Med Access Inc., a medical
software company and Rise Healthcare Inc., a Calgary based public
company.  He is a director of both companies.  Mr. Olson has
a Bachelor of Business Administration (Simon Fraser University, British
Columbia, 1985) and has completed graduate course work.





Larry
Olson, MCC’s sole director and officer, has been involved in a number technology
development stage companies in Western Canada.  He started his career
working with Discovery Capital Corporation, a Western Canada based venture
capital firm that focused on investing in technology based
companies.  He has consulted to, invested in and helped found a number
of technology start up ventures.





MCC does
not have any written procedures in place to address conflicts of interest that
may arise between its business and the future business activities of Mr.
Olson.  Mr. Olson dedicates approximately 70% of his time to act as
MCC’s President.  The rest of Mr. Olson’s time is principally spent
acting as an executive of  Reef Resources and Med Access Investments
(VCC) Inc.  Mr. Olson will increase the amount of time devoted to MCC.
to approximately 90% of his time once the company achieves its next significant
financing. None of these companies compete with MCC.





Significant
Employees





MCC has 3
significant employees or consultants, other than Larry Olson, its
President.  For MCC’s accounting requirements MCC uses the consulting
services of Lancaster & David, Chartered Accountants of Vancouver, Canada to
assist in the preparation of its interim and annual financial statements in
accordance with accounting principles generally accepted in the United
States.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page 39





Name
            Age
            Positions
      Held and TenureLarry
      Olson
            52
            President,
      Chief Executive Officer, Chief Financial Officer and Director since
      September 30, 2005Dr.
      Pierre Zakaruaskas
            50
            Executive
      Director – Technology and Product DevelopmentDr.
      Faysal Mohamed
            58
            Executive
      Director – International Business DevelopmentAl
      Carruthers
            63
            Vice
      President – Industry Development





Dr. Pierre
Zakaruaskas, Executive Director – Technology and Product
Development





Dr.
Pierre Zakarauskas joined the Company in August 2008.  Heis a scientist,
inventor and entrepreneur. Pierre received his Ph.D. in physics from the
University of British Columbia in 1984. He spent 11 years as a defence scientist
for the CanadianDepartment of National Defence conducting research in submarine
detection. Pierre co-founded a successful high tech company, Wavemakers Inc.,
that developed signal processing software for handsfree cell
phones used in the challenging car environment. At Wavemakers Inc., Pierre
successively held the posts of President, Vice President of Research and
Development, and Chief Technology Officer. Wavemakers was acquired by Harman
International Industries (NYSE:HAR) in July 2003. Pierre is currently CEO of Zak
Technology Inc., a venture dedicated to developing and applying signal
processing to humanitarian problems such as landmine detection. He has filed a
patent for a device to detect landmines in heavily forested areas.





Dr. Faysal Abdel-GadirMohamed  Executive
Director - International Business Development





Dr.
Mohamed joined the Company in September 2008.  He has over twenty
years of sustainable development advocacy experience at a high executive
level. His target areas have been least developed, developing and Small Island
States, which represent a significant portion of MCC’s targeted client
base. Dr. Mohamed has a distinguished career with the United Nations with
notable contributions in a number of senior positions. Since September
2001, Dr. Mohamed served as (UN Population Fund) Representative in Egypt.
As the largest country in the Arab region and a strategic partner for
the UN, Dr. Mohamed was entrusted with the management and coordination of
UNFPA/Egypt multi -sectoral population & development programs. Dr.
Mohamed has already held extensive discussions with senior military and
government officials on behalf of MCC. UNFPA.  Dr. Mohamed's
experience and contacts with the United Nations and developing countries
are ideally suited to the role of International Business
Development.





Mr.  Al
Carruthers, Vice President – Industry Development





Mr.
Carruthers joined the Company in November 2008.  He brings over 20
years of extensive global experience, international relationships and leadership
in mine detection technology to MCC. From 1985 to 1998 at Canadian Forces
Defence Research Establishment Suffield Mr. Carruthers managed numerous projects
including the development of a remotely operated metallic mine detection system,
a multi-sensor landmine detection project, and was a research engineer for the
development and design of demolition devices and explosive mine clearance
devices. As manager of the Canadian Centre for Mine Action Technology from 1998
to 2003, Mr. Carruthers managed a $20 million budget for the research and
development of technology applicable to demining. From 2003 to 2007, as
Technology Officer at the Geneva International Centre for Humanitarian Demining
he was responsible for monitoring all new demining technology, was involved in
developing, lab testing Respected internationally as a mine detection technology
expert, Mr. Carruthers helped develop the CEN Standards for the Test and
Evaluation of Metal Detectors and for Mechanical Demining Equipment; planned,
organized and directed several technical conferences for mine action
technologies; edited the GICHD Technology Newsletter; was editor of the 2005
edition of “Guidebook for Detection Technologies and Systems for Humanitarian
Demining”; and is currently editing a guidebook for the design and testing of
mechanical demining machines. With his extensive high level and direct contacts
in the international demining community, Mr. Carruthers will assist in strategic
technology and business development.





Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page 40





Family
Relationships





There are
no family relationships among the directors, executive officers or persons
nominated or chosen by MCC to become directors or executive
officers.





Involvement
in Certain Legal Proceedings





(1)
            No
      bankruptcy petition has been filed by or against any business of which any
      director was a general partner or executive officer either at the time of
      the bankruptcy or within two years prior to that
  time.





(2)
            No
      director has been convicted in a criminal proceeding and is not subject to
      a pending criminal proceeding (excluding traffic violations and other
      minor offences).





(3)
            No
      director has been 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.





(4)
            No
      director has been found by a court of competent jurisdiction (in a civil
      action), the Securities Exchange Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law, that has not been reversed, suspended, or
      vacated.





Compliance
with Section 16(a) of the Exchange Act.





All
reports were filed with the SEC on a timely basis and MCC is not aware of any
failures to file a required report during the period covered by this annual
report.





Nomination
Procedure for Directors





MCC does
not have a standing nominating committee; recommendations for candidates to
stand for election as directors are made by the board of
directors.  MCC has not adopted a policy that permits shareholders to
recommend candidates for election as directors or a process for shareholders to
send communications to the board of directors.





Audit
Committee Financial Expert





MCC has
no financial expert.  Management believes the cost related to
retaining a financial expert at this time is prohibitive.  MCC’s Board
of Directors has determined that it does not presently need an audit committee
financial expert on the Board of Directors to carry out the duties of the Audit
Committee.  MCC’s Board of Directors has determined that the cost of
hiring a financial expert to act as a director of MCC and to be a member of the
Audit Committee or otherwise perform Audit Committee functions outweighs the
benefits of having a financial expert on the Audit Committee.





Identification
of Audit Committee





MCC does
not have a separately-designated standing audit committee.  Rather,
MCC’s entire board of directors performs the required functions of an audit
committee.  Currently, Larry Olson is the only member of MCC’s audit
committee, but does not meet MCC’s independent requirements for an audit
committee member.  See Item 12. (c) Director independence below for
more information on independence.





MCC’s
audit committee is responsible for: (1) selection and oversight of MCC’s
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by MCC’s employees of concerns regarding accounting and auditing matters; (4)
engaging outside advisors; and, (5) funding for the outside auditor and any
outside advisors engaged by the audit committee.





As of
August 31, 2008, MCC did not have a written audit committee charter or similar
document.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page 41


Code
of Ethics





MCC has
adopted a financial code of ethics that applies to all its executive officers
and employees, including its CEO and CFO.  See Exhibit 14 – Code of
Ethics for more information.  MCC undertakes to provide any person
with a copy of its financial code of ethics free of charge.  Please
contact Larry Olson at 250-490-3378to request a copy of MCC’s financial code of
ethics.  Management believes MCC’s financial code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code.





Item
11.  Executive Compensation.





MCC has
paid $5,000 in compensation to its named executive officers during its fiscal
year ended August 31, 2008.





Since
MCC’s inception, no stock options, stock appreciation rights, or long-term
incentive plans have been granted, exercised or repriced.





Currently,
there are no arrangements between MCC and any of its directors whereby such
directors are compensated for any services provided as directors.





MCC has
management agreements with all of  its significant employees and named
executive officer, and there are no employment agreements or other compensating
plans or arrangements with regard to any named executive officer which provide
for specific compensation in the event of resignation, retirement, other
termination of employment or from a change of control of MCC or from a change in
a named executive officer’s responsibilities following a change in
control.





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





Security
Ownership of Certain Beneficial Owners (more than 5%)





(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of
              Beneficial
      Owner[1]
            (4)
              Percent
              of Class[2]Common
      Stock
            Larry
      Olson
              Suite
      417 – 1121 6th
      Avenue SW
              Calgary,
      Alberta T2P 5J4
            27,000,000
            45.4%




[1]The
      listed beneficial owner has no right to acquire any shares within 60 days
      of the date of this Form 10-K from options, warrants, rights, conversion
      privileges or similar obligations excepted as otherwise
    noted.


[2]Based on 59,446,200 shares of common stock issued and outstanding
      as of November 29, 2008.




Security
Ownership of Management







(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of Beneficial Owner
            (4)
              Percent
              of Class[1]Common
      Stock
            Larry
      Olson
              Suite
      417 – 1121 6th
      Avenue SW
              Calgary,
      Alberta T2P 5J4
            27,000,000
            45.4%Common
      Stock
            Directors
      and Executive Officers (as a group)
            27,000,000
            45.4%




[1]Based
      on 59,446,200 shares of common stock issued and outstanding as of November
      29, 2008.






Mine
      Clearing Corp.
                    Form
      10-K - 2008
                    Page 42


Changes
      in Control





MCC is
not aware of any arrangement that may result in a change in control of
MCC.





Item
13.  Certain Relationships and Related Transactions, and Director
Independence.





Transactions
with Related Persons





Since the
beginning of MCC’s last fiscal year, no director, executive officer, security
holder, or any immediate family of such director, executive officer, or security
holder has had any direct or indirect material interest in any transaction or
currently proposed transaction, which MCC was or is to be a participant, that
exceeded the lesser of (1) $120,000 or (2) one percent of the average of MCC’s
total assets at year-end for the last three completed fiscal years, except for
the following:





1.
            Declaration
      of Trust





On
September 18, 2006 MCC signed an option agreement with Bearclaw Capital
Corporation to acquire 90% interest in the Kalamalka Property.  The
Claims are registered in the name of Larry Olson, the sole director and officer
of MCC.  On September 19, 2006, Mr. Olson executed a trust agreement
whereby he has agreed to hold the Claims in trust for MCC.  The option
agreement has expired and the mineral claim title also has expired as of
November 18, 2008.





2.
            Management
      Services and Rent





During
the period ended August 31, 2008, Larry Olson, the sole director and officer of
MCC, donates services and rent to MCC that are recognized on the financial
statements.  From inception on September 30, 2005 to August 31, 2008,
MCC recognized a total of $11,500 for management services at $500 per month
provided by and $5,750 for rent at $250 per month provided by Mr.
Olson.





3.
            Debt
      Owed To Director





At August
31, 2008, MCC is indebted to Larry Olson, the sole director and officer of MCC,
for US$324 and CAD$10,754 (August 31, 2007 $965), representing expenditures paid
on behalf of MCC.  This amount is unsecured, non-interest bearing, due
on demand and has no specific terms of repayment.





Promoters
and control persons





During
the past two fiscal years, Larry Olson has been a promoter of MCC’s business,
but Mr. Olson has not received anything of value from MCC nor is any person
entitled to receive anything of value from MCC for services provided as a
promoter of the business of MCC.





Director
independence





MCC’s
board of directors currently consists of Larry Olson.  In summary, an
“independent director” means a person other than an executive officer or
employee of MCC or any other individual having a relationship which, in the
opinion of MCC’s board of directors, would interfere with the exercise of
independent judgement in carrying out the responsibilities of a director, and
includes any director who accepted any compensation from MCC in excess of
$200,000 during any period of 12 consecutive months with the three past fiscal
years.  Also, the ownership of MCC’s stock will not preclude a
director from being independent.





In
applying this definition, MCC’s board of directors has determined that Mr. Olson
does not qualify as an “independent director” pursuant to the same
Rule.





As of the
date of the report, MCC did not maintain a separately designated compensation or
nominating committee.





MCC has
also adopted this definition for the independence of the members of its audit
committee.  Larry Olson serves on MCC’s audit
committee.  MCC’s board of directors has determined that Mr. Olson is
not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual,
applicable to audit, compensation and nominating committee members, and is not
“independent” for purposes of Section 10A(m)(3) of the Securities Exchange
Act.






Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      43


Item
14.  Principal Accounting Fees and Services




(1)  Audit
Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for MCC’s audit of consolidated
annual financial statements and for review of financial statements included in
MCC’s Form 10-QSB’s or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was:





2007 -
$13,197 – Manning Elliott LLP – Chartered Accountants


2006 - $0
– Manning Elliott LLP – Chartered Accountants





(2)  Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of MCC’s consolidated financial statements
and are not reported in the preceding paragraph:





2007 - $0
– Manning Elliott LLP – Chartered Accountants


2006 - $0
– Manning Elliott LLP – Chartered Accountants





(3)
Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:





2007 - $0
– Manning Elliott LLP – Chartered Accountants


2006 - $0
– Manning Elliott LLP – Chartered Accountants





(4)
All Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2007 - $0
– Manning Elliott LLP – Chartered Accountants


2006 - $0
– Manning Elliott LLP – Chartered Accountants





(6)   The percentage of
hours expended on the principal accountant’s engagement to audit MCC’s
consolidated financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant’s
full time, permanent employees was nil %.








Mine
      Clearing Corp.
                    Form
      10-K - 2008
                    Page 44


PART
IV





Item
15.  Exhibits





(a)           Index
to and Description of Exhibits.





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation filed as an exhibit to MCC’s registration statement on
      Form SB-2 filed on April 6, 2007, and incorporated herein by
      reference.
            Filed3.2
            By-Laws
      filed as an exhibit to MCC’s registration statement on Form SB-2 filed on
      April 6, 2007, and incorporated herein by reference.
            Filed10.1
            Kalamalka
      property agreement dated September 18, 2006 between MCC Resources
      Incorporated and Bearclaw Capital Corp., filed as an exhibit to MCC’s
      registration statement on Form SB-2 filed on April 6, 2007, and
      incorporated herein by reference.
            Filed10.2
            Kalamalka
      property option agreement addendum #1 dated December 30, 2006 between
      Bearclaw Capital Corp. and MCC Resources Incorporated, filed as an exhibit
      to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and
      incorporated herein by reference.
            Filed10.4
            Kalamalka
      property trust agreement dated September 19, 2006, filed as an exhibit to
      MCC’s registration statement on Form SB-2 filed on April 6, 2007, and
      incorporated herein by reference.
            Filed10.5
            Kalamalka
      property option agreement addendum #2 dated March 29, 2007 between
      Bearclaw Capital Corp. and MCC Resources Incorporated, filed as an exhibit
      to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and
      incorporated herein by reference.
            Filed10.6
            Kalamalka
      property agreement addendum #3 dated October 27, 2007 between Bearclaw
      Capital Corp. and MCC Resources Incorporated, filed as an exhibit to MCC’s
      Form 8-K (Current Report) filed on October 30, 2007, and incorporated
      herein by reference.
            Filed14
            Financial
      Code of Ethics filed as an exhibit to MCC’s Form SB-2 filed on April 6,
      2007, and incorporated herein by reference.
            Filed31
            Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included32
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
            Included


















Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page 45


SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, Mine
Clearing Corp.has caused this report to be signed on its behalf by the
undersigned duly authorized person.





Mine
      Clearing Corp.By:
            /s/ Larry
      OlsonName:
            Larry
      OlsonTitle:
            President
      and Principal Financial OfficerDated:
            November
      29, 2008








Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of Mine Clearing Corp Inc. and in the capacities and on the
dates indicated have signed this report below.








Signature
            Title
            Date/s/
      Larry Olson
            President,
      Principal Executive Officer, Principal Accounting Officer Member of the
      Board of Directors
            November
      29, 2008

































Mine
      Clearing Corp.
                  Form
      10-K - 2008
                  Page
      46