UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(x)
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
      1934


For the
      fiscal year ended August 31, 2008





(
      )
            TRANSACTION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
      transaction period
      from            toCommission File
      Number   333-146791





SURAJ VENTURES, INC.(Exact
      name of Company as specified in
charter)





Nevada
            74-3207792State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employee I.D. No.)





Rhema
      House, 1032 Katkarwadi, Yari Road
              Versove, Andheri (W) Mumbia,
      India
            4000061(Address
      of principal executive offices)
            (Zip
      Code)





Issuer’s
      telephone
      number                                                        91
      22 26398512





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





Title
      of each share
              None
            Name
      of each exchange on which registered
              None





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





None


(Title
      of Class)





Check
whether the Issuer (1) filed all reports required to be filed by section 13 or
15 (d) of the Exchange Act during the past 12 months (or for a shorter period
that Suraj 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
  [   ]





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





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





State
      issuer’s revenues for its most recent fiscal year:
            $  -0-





State the
aggregate market value of the voting stock held by nonaffiliates of
Suraj.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specific date within the past 60 days.





As at
August 31, 2008, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.






-1-







(ISSUER
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)





Not
applicable





(APPLICABLE
ONLY TO CORPORATE COMPANYS)





As of
August 31, 2008, Suraj has 2,770,000 shares of common stock issued and
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.








-2-








TABLE
OF CONTENTS


PART 1


Page





ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            4ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            10ITEM
      3.
            LEGAL
      PROCEEDINGS
            14ITEM
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITIES HOLDERS
            14PART IIITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            15ITEM
      6.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            15ITEM
      7.
            FINANCIAL
      STATEMENTS
            18ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            18ITEM
      8A
            CONTROLS
      AND PROCEDURES
            18PART IIIITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
      SECTION 16 (a) OF THE EXCHANGE ACT
            18ITEM
      10.
            EXECUTIVE
      COMPENSATION
            21ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
            23ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            25PART IVITEM
      13.
            EXHIBITS
      AND REPORTS ON FORM 8-K
            25ITEM
      14
            PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
            27SIGNATURES
            28








-3-








PART
1







ITEM
      1.  DESCRIPTION OF
BUSINESS







History
and Organization





Suraj
Ventures, Inc. (“Suraj”) was incorporated on January 18, 2007 under the laws of
the State of Nevada.   Suraj has no subsidiaries and no
affiliated companies.  It has not been in bankruptcy, receivership or
similar proceedings since its inception.  Nor has it been involved in
any material reclassification, merger, consolidation or purchase or sale of any
significant assets not in the ordinary course of business.  Suraj’s
executive offices are located at Rhema House, 1032 Katkarwadi, Yari Road,
Versove, Andheri (W) Mumbai, India, 4000061 (Tel: 91 22 26398512).





Suraj is
engaged in the exploration of a mineral claim known as the “Arjun Claim”
(“Arjun”) located in the Republic of India.  Suraj is referred to as
being in the “pre-exploration” stage by its auditors.  This term is
generally used in Financial Accounting Standards to describe a company seeking
to develop its ideas and products.   Suraj is not in the
development stage with regards to the Arjun mineral.   Suraj is
purely an exploration company.





Suraj has
no revenue to date from its exploration activities on the Arjun, and its ability
to effect its plans for the future will depend on the availability of
financing.   Such financing will be required to explore the Arjun
to a stage where a decision can be made by management as to whether an ore
reserve exists and can be successfully brought into production.  Suraj
anticipates obtaining such funds from its directors and officers, financial
institutions or by way of the sale of its capital stock in the future, but there
can be no assurance that Suraj will be successful in obtaining additional
capital for exploration activities from the sale of its capital stock or in
otherwise raising substantial capital.





Since
Suraj became a reporting company it is responsible for filing various forms with
the United States Securities and Exchange Commission (the “SEC”) such as Form
10K and Form 10Qs.





The
shareholders may read and copy any material filed by Suraj with the SEC at the
SEC’s Public Reference Room at 100 F Street N.W., Washington, DC,
20549.   The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330.   The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information which
Suraj has filed electronically with the SEC by assessing the website using the
following address:  http://www.sec.gov.   Suraj
has no website at this time.





Planned
Business





The
following discussion should be read in conjunction with the information
contained in the financial statements of Suraj and the notes, which form an
integral part of the financial statements, which are attached
hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





Suraj
presently has minimal day-to-day operations; consisting mainly of performing
exploration work on the Arjun claim and preparing the reports filed with the SEC
as required.






-4-







Risk
      Factors




An
investment in our common stock involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding Suraj
contained in this Form 10-Q, you should consider many important factors in
determining whether to purchase the shares being offered under our effective
Form S-1 registration statement. The following risk factors reflect the
potential and substantial material risks which could be involved if you decide
to purchase shares in Suraj.




Risks
Associated with our Company:




We
lack an operating history and have losses, which we expect to continue into the
future. As a result, we may have to suspend or cease exploration activity or
cease operations.




While we
were incorporated in 2007, we have only conducted limited exploration
activities.  We have not generated any revenues. We have no
exploration history upon which you can evaluate the likelihood of our future
success or failure.  Our net loss from inception to August 31, 2008 is
$79,783.  Our ability to achieve profitability and positive cash flow
in the future is dependent upon




*
            our
      ability to locate a profitable mineral property*
            our
      ability to locate an economic ore reserve*
            our
      ability to generate revenues*
            our
      ability to reduce exploration
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral property.




We cannot
guarantee we will be successful in generating revenues in the future. Failure to
generate revenues may cause us to go out of business.




Our
ability to continue to operations may well depend upon the willingness of our
President to continue providing us with working capital.




From
inception, the Company has relied in part on cash advanced by our President in
order to defray its expenses.  As of August 31, 2008 our President had
loaned us $6,538.  He has agreed to advance the Company as much as
$17,500 more cash over the coming twelve (12) months.  Without these
advances (which do not bear interest and do not have any fixed terms of
repayment; but they are repayable on demand) our Company may, if we are unable
to raise working capital from any other source, be forced to go out of business.
Furthermore, the loan advances made by our President are repayable on
demand.  Should our President demand repayment of his loan advances we
will, absent our ability to raise working capital from other sources, be forced
to go out of business.




We have no known
ore reserves and we cannot guarantee we will find any gold and/or silver
mineralization
or, if we find gold and/or silver mineralization, that it may be economically
extracted. If we fail to find any gold and/or silver mineralization or if we are
unable to find gold and/or silver mineralization that may be economically
extracted, we will have to cease operations.




We have
no known ore reserves. Even if we find gold and/or silvermineralizationwe
cannot guarantee that any gold and/or silver mineralizationwill
be of sufficient quantity so as to warrant recovery. Additionally, even if we
find gold and/or silver mineralizationin
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold and/or silvermineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold deposits in economically recoverable quantities will cause us to
cease operations.






-5-






Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our property does not contain any reserves, and any
funds spent on exploration will be lost.




Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Arjun, does not contain any
reserves, and any funds spent on exploration will be lost. If we cannot raise
further funds as a result, we may have to suspend or cease operations entirely
which would result in the loss of your investment.




Because
our officers and directors do not have technical training or experience in
starting and operating an exploration company nor in managing a public company,
we will have to hire qualified personnel to fulfill these functions. If we lack
funds to retain such personnel, or cannot locate qualified personnel, we may
have to suspend or cease exploration activity or cease operations which will
result in the loss of our shareholders’ investment in our Company..




None of
our management team has experience starting and operating a mineral exploration
company, nor do they have training in these areas.  As a result their
decisions and choices may not take into account standard managerial approaches
mineral exploration companies commonly use. Consequently our ultimate financial
success could suffer irreparable harm due to certain of management's lack of
experience.  Additionally, our officers and directors have no direct
training or experience in managing and fulfilling the regulatory reporting
obligations of a ‘public company’ like Suraj.  We will have to hire
professionals to undertake these filing requirements for Suraj and this will
increase the overall cost of operations. As a result we may have to suspend or
cease exploration activity, or cease operations altogether, which will result in
the loss of our shareholders’ investment.




If
we don't raise enough capital for exploration, we will have to delay exploration
or go out of business, which will result in the loss of our shareholders’
investment in our Company.




We
estimate that, with funding committed by our management combined with our cash
on hand, we have sufficient cash to continue operations for twelve
months.  We are in the pre-exploration stage.  We need to
raise additional capital to undertake Phase I, or any of Phase II, of our
planned exploration activity.  If we are unsuccessful in raising
addition funds, we will have to delay exploration or cease our exploration
activity and go out of business, which will result in the loss of our
shareholders’ investment in our Company.




Since we are
small and do not have much capital, we must limit our exploration and as a
result may not find an ore body. Without an ore
body, we cannot generate revenues and you will lose your
investment.




The
possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified professional engineers and
geologists.  We are a small company and do not have much
capital.  We must limit our exploration activity unless and until we
raise additional capital.  Any decision to expand our operations on
the Arjun will involve the consideration and evaluation of several significant
factors beyond our control.  These factors include, but are not
limited to:




●
            Market
      prices for the minerals to be produced;●
            Costs
      of bringing the Arjun into production including exploration preparation of
      production feasibility studies and construction of production
      facilities;









-6-









●
            Political
      climate and/or governmental regulations and controls;●
            Ongoing
      costs of production;●
            Availability
      and cost of financing; and●
            Environmental
      compliance regulations and
restraints.




These
types of programs require substantial capital. Because we may have to limit our
exploration, we may not find an ore body, even though the Arjun may contain
mineralized material. Without an ore body, we cannot generate revenues and our
shareholders will lose their investment.




Because our
officers and directors have other outside business activities and may not be in
a position to devote a majority of their time to our exploration activity, our
exploration activity may be sporadic which may result in periodic interruptions
or suspensions of exploration.




Our
President will be devoting only 15% of his time, approximately 24 hours per
month, to our business.  Our Chief Financial Officer and
Secretary-Treasurer will be devoting only approximately 10% of his time, or 16
hours per month to our operations.  As a consequence of the limited
devotion of time to the affairs of our Company expected from management, our
business may suffer.  For example, because our officers and directors
have other outside business activities and may not be in a position to devote a
majority of their time to our exploration activity, our exploration activity may
be sporadic or may be periodically interrupted or
suspended.   Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.




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




We have
made no attempt to locate or negotiate with any suppliers of products, equipment
or materials. We will attempt to locate products, equipment and materials as and
when we begin to undertake additional exploration activity in
2008.  Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of equipment and/or supplies
we need to conduct our planned exploration work.  If we cannot find
the products and equipment we need, we will have to suspend our exploration
plans until we do find the products and equipment we need.




No
matter how much money is spent on the Arjun, the risk is that we might never
identify a commercially viable ore reserve.





Over the
coming years, we might expend considerable capital on exploration of the Arjun
without finding anything of value.  It is very likely the Arjun does
not contain any reserves so any funds spent on exploration will probably be
lost.  No matter how much money is spent on the Arjun, we might never
be able to find a commercially viable ore reserve.




Even
if the Arjun were found to contain a deposit, since we have not put a mineral
deposit into production before, we will have to acquire outside expertise. If we
are unable to acquire such expertise we may be unable to put the Arjun into
production and you may lose your investment.




We have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.






-7-






Mineral
exploration and development activities are inherently risky and we may be
exposed to environmental liabilities. If such an event were to occur it may
result in a loss of your investment.




The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into
production.  Most exploration projects do not result in the discovery
of commercially mineable deposits of ore.  The Arjun,  our
sole property, does not have a known body of commercial ore. Should the Arjun be
found to have commercial quantities of ore, we would be subject to additional
risks respecting any development and production activities. Unusual or
unexpected formations, formation pressures, fires, power outages, labor
disruptions, flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labor are other risks
involved in extraction operations and the conduct of exploration programs. We do
not carry liability insurance with respect to our mineral exploration operations
and we may become subject to liability for damage to life and property,
environmental damage, cave-ins or hazards. There are also physical risks to the
exploration personnel working in the rugged terrain of India, often in poor
climatic conditions. Previous mining exploration activities may have caused
environmental damage to the Arjun. It may be difficult or impossible to assess
the extent to which such damage was caused by us or by the activities of
previous operators, in which case, any indemnities and exemptions from liability
may be ineffective.




Even
with positive results during exploration, the Arjun might never be put into
commercial production due to inadequate tonnage, low metal prices or high
extraction costs.





We might
be successful, during future exploration programs, in identifying a source of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible.  If the cost of extracting any
minerals that might be found on the Arjun is in excess of the selling price of
such minerals, we would not be able to develop the claim.  Accordingly
even if ore reserves were found on the Arjun, without sufficient tonnage we
would still not be able to economically extract the minerals from the claim in
which case we would have to abandon the Arjun and seek another mineral property
to develop, or cease operations altogether.





Both
of our executive officers and directors reside in the Republic of India
(“India”).   All of our assets are located within India.  It
may not be possible for investors to affect service of process upon our
directors and officers in India or to enforce any judgment obtained from
non-Indian courts against them in India, or against our assets in
India.





Attempts
to serve process on Suraj or its officers and directors may be hampered because
the Company’s assets and management are physically located outside the United
States.  Further, any judgments obtained against Suraj in a United
States court may not be recognized or enforceable in the courts of India, making
it difficult or, as a practical matter, impossible to collect on, or enforce, a
U.S. Court’s judgment in India.







-8-




Our
officers and directors own a substantial amount of our common stock and will
have substantial influence over our operations.




Our
directors and officers currently own 2,000,000 shares of common stock
representing 72.2% of our outstanding shares.  Such directors and
officers have registered for resale 200,000 of their shares under our effective
Form S-1 registration statement.  Assuming that such directors and
officers sell their 200,000 shares, they will still own 1,800,000 shares of
common stock representing 65% of our outstanding shares.  As a result,
they will have substantial influence over our operations and can effect certain
corporate transaction without further shareholder approval.  This
concentration of ownership may also have the effect of delaying or preventing a
change in control.




Without a public market there is no
liquidity for our shares and our shareholders may never be able to sell their
shares which would result in a total loss of their investment.




Our
common shares are not listed on any exchange or quotation
system.  There is no market for our
shares.   Consequently, our shareholders will not be able to sell
their shares in an organized market place unless they sell their shares
privately.  If this happens, our shareholders might not receive a
price per share which they might have received had there been a public market
for our shares.   We have applied for a quotation on the OTCBB
through a market maker but it might take six to nine months before approval if
received, if it ever is.   We cannot guarantee our shares will
ever trade on any exchange or quotation system.





Even if a market develops for our shares our shares
may be thinly traded, with wide share price fluctuations, low share prices and
minimal liquidity.





If a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:





●
            Potential
      investors’ anticipated feeling regarding our results of
      operations;●
            Increased
      competition and/or variations in mineral prices;●
            Our
      ability or inability to generate future revenues; and●
            Market
      perception of the future of the mineral exploration
    industry.





In
addition, if our shares are quoted on the OTCBB, our share price may be impacted
by factors that are unrelated or disproportionate to our operating
performance.  Our share price might be affected by general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations.  In addition, even if our stock
is approved for quotation by a market maker through the OTCBB, stocks traded
over this quotation system are usually thinly traded, highly volatile and not
followed by analysts.  These factors, which are not under our control,
may have a material effect on our share price.





We
anticipate the need to sell additional treasury shares in the future meaning
that there will be a dilution to our existing shareholders resulting in their
percentage ownership in Suraj being reduced accordingly.





We may
seek additional funds through the sale of our common stock.  This will
result in a dilutive effect to our shareholders whereby their percentage
ownership interest in Suraj is reduced.  The magnitude of this
dilutive effect will be determined by the number of shares we will have to issue
in the future to obtain the funds required.




Since our securities are
subject to penny stock rules, you may have difficulty reselling your
shares.




Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.






-9-





ITEM
      2. DESCRIPTION OF PROPERTY






Particulars
of the Arjun, our sole mineral property, together with issues we face in
conducting exploration work on the property, follow.




Location
and Access




The Arjun
is located approximately 101 kilometers (62.7 miles) north of Thiruvanathapuram,
the capital of the State of Kerala, India.   The area covered by
the Arjun is an active mineral exploration and development region with plenty of
heavy equipment and operators available for hire. Thiruvanathapuram , and
another nearby town, Kollam (only 30 kilometers/   miles south of
the claim), provide all necessary amenities and supplies including, an
experienced workforce,  fuel, helicopter services, hardware, drilling
companies and assay services.  Access to the Arjun is via government
maintained all-weather road.   No water is required for the
purposes of our planned exploration work.  No electrical power is
required at this stage of exploration.  Any electrical power that
might be required in the foreseeable future could be supplied by gas powered
portable generators.





The claim
covers low rounded mountainous terrain.  Tropical mountain forests
grow at lower elevations in the northeast corner of the claim and good rock
exposure is found along the peaks and ridges in the western portion of the
claim. The area has a tropical and humid climate, with an oppressive summer and
plentiful seasonal rainfall. The summer season, from March to May, is followed
by the south west monsoon from June to September. The north east monsoon lasts
from October to November.The general area experiences approximately 40 inches of
precipitation annually of which 30 -35% may occur as snow
equivalent.  The winter weather is generally moderate with cold spells
and frequent warming trends. The summer weather could be described as variable,
some dry and hot and some cool and wet.  The claim area is able to be
worked essentially year round.




Property
Geology





The
principal bedded rocks for the area of the Arjun are Precambrian rocks that are
exposed along a wide axial zone of a broad complex. In this region gold is
generally concentrated within extrusive Precambrian rocks in the walls of large
volcanic caldera.  The volcanic rocks are typically intruded with
quartz veins that may be broken due to mechanical and chemical weathering into
sand size particles and carried by streams and channels.  Recent
exploration in the area near the Arjun has resulted in the discovery of gold
occurrences in sheared gneissic rocks such as those found on our
claim.




Previous
Exploration





While
several properties to the east of the Arjun have recently been drilled by
various mineral exploration companies, to our knowledge, based on examination by
our geologist of available records, no detailed exploration has previously been
undertaken on the area covered by the Arjun.   Our proposed work
represents an exploratory search for minerals on the Arjun.






-10-





We are
encouraged by the fact that numerous showings of mineralization have been
discovered in the area and six prospects have achieved significant production,
including the Trivedi Gold Mine (approximately 25 kilometers/16miles to the west
of our claim).





However,
no assurance whatsoever can be given that any mineralization will found on the
Arjun.




Plan of
Operation




Mr.
Rakesh Parmar, P. Geol., authored the "Summary Of Exploration On The Arjun
Property, Kollam, Kerala, India” dated April 25, 2007 (the “Parmar Report”), in
which he recommended a phased exploration program to properly evaluate the
potential of the claim.  Mr. Parmar is a registered Professional
Geologist in good standing in the Geological Society of India. He is a graduate
of the University of Queensland,, Brisbane, Australia with a Bachelor
of  Science (Hons., 1971) and a masters of Science
(1978).   Mr. Parmar has practiced his profession as a geologist
continuously since 1974.  He visited the area covered by our claim in
April of 2007.




We must
conduct exploration to determine what minerals exist, if any, on our property
and whether they can be economically extracted and profitably processed. We plan
to proceed with exploration of the Arjun by commencing Phase I of the work
recommended in the Parmar Report, in order to begin determining the potential
for discovering commercially exploitable deposits of gold on our
claim.




We have
not discovered any ores or reserves on the Arjun, our sole mineral property. Our
planned Phase I work is exploratory in nature.




The
Parmar Report recommends a numbers of steps in Phase I to properly evaluate the
potential of the claim.  All Phase I work will include of geological
mapping, sampling and surveying (including whole rock chemical analysis) to
define and enable interpretation and evaluation of a suitable diamond drill
program.




We
anticipate, based on the estimate contained in the Parmar Report, that Phase I
work we will undertake with cash on hand will cost approximately $10,000 (Ind.
Rs 400,000) and will consist, primarily, of geological mapping.  In
February we advanced $5,000 to our geologist on account of this work, which he
has indicated will be completed by the end of September 2008.




At this
point we have funds available to complete only a portion of Phase
I.  We will have to raise additional capital in order to carry out
Phase I work in its entirety.Particularly since we have a
limited operating history, no reserves and no revenue, our ability to raise
additional funds might be limited.  If we are unable to raise the
necessary funds, we would be required to suspend Suraj’s operations and
liquidate our company.   See, particularly, ‘Risk Factors’ page
5.





Exploration
Work done on Arjun during 2008





During
the year Suraj engaged the services of Naveen Geologists and Associates, Timarni
– Bhopal, India, to undertake exploration work on the Arjun
claim.   They undertook exploration work on the Arjun between
March 20 to March 27, 2008.  Neveen Geologist’s report indicated the
following.





“Once
the standards and blanks had been selected, samples were sent to nine different
laboratories in India that were experienced and would perform assays for the
public at an agreed upon rate.   The laboratories were selected
based on reputation, costs and the volume a particular laboratory could
management at a single time.





Particular
instances, saw fewer than three samples were sent to a laboratory due to their
costs.  Other cases, more than one suite of the same samples were sent
to some laboratories.   In all cases, our staff was solely
responsible for the packing and transportation of samples of each
laboratory.   All samples were wax sealed and hand delivered by
our staff members or agents to the respective laboratories.






-11-







Each
sample normally contained between 90 to 120 grams of material.  As
standard fire assay uses about 30 grams, we believe this to be sufficient
amount.   We further note that certain laboratories performed
their gold and silver assays on a separate split from those analyzed for
platinum and palladium.   Most of the laboratories we use
conventional assaying methods and public catalogs of available assay services
throughout the Indian sub-continent.   The said catalogs specify
the minimum amount of material needed.   This usually does not
exceed 90 grams.





Each
laboratory received samples that were assigned alphanumeric
codes.   Several different codes were utilized making it
difficult to ascertain the actual origin of the samples.  This method
also allowed our firm to keep track of each sample.   The
submission of these samples were done in our usual way that assured the results
reported would be the same as would be reported to any member of the
public.





All
assays resulted herein are reported in Troy ounces per
ton.   Where we received results in parts per million (ppm) or
parts per billion (ppb), we mathematically converted those results to Troy
ounces per ton.





Because
of the differing methods used by each laboratory and the wide disparity in
precious metal concentrations reported, the results were not analyzed
statistically.   Had this been done the results would have been
of limited value.





Our
analysis of the results from each of the nine laboratories of all of the samples
provided from each grid reference of the Arjun Gold Claim were samples were
provided from in conjunction with our usual analysis of the historical data
available and other assays reports available from the Ministry of Mines of
India, lead us to state as follows:





1.
            
            That
      our testing of multiple grid references of the Arjun Gold Claim suggests a
      high likelihood and high probability of gold throughout the
      property.2.
            
            That
      further detailed testing be undertaken to verify our findings and to
      establish the areas of highest occurrence of
    mineralization.3.
            
            That
      our findings appear to be in concert with historical data contained in the
      annuals of the Ministry of Mines of India.4.
            
            That
      the results re-affirm that of your geologist report by Mr. Rakesh
      Parmer.





No
material or major differences were noted in the results from the expected
values.   Instances were notable differences were found were due
to either contamination, poor technique, incorrect application of an otherwise
proper technique, errors and/or incompetence.   In certain cases
where unexpected results are provided by a laboratory, the cause may have been
an internal calculation error that is easily
corrected.   Laboratories were not contacted for clarification or
correction in instances where the results they produced fell outside the
expected range of results.





We
further confirm that our results were reviewed by the Ministry of Mines of
India.   Based on historical data in the annals; our results were
confirmed and entered into the record of the public files at the Ministry of
Mines of India in New Delhi, India and available to the public upon
request.”






-12-






The
results from the samples taken to the laboratories were as follows:





“Material
Grid Ref. 2AB11:





Gold
(Au)                      =
  0.029 +/- 0.008 oz/ton (0.57 +/- 0.07 ppm)





Silver
(Ag)                      =
  0.03 +/- 0.06 oz/ton (2.0 +/- 1.4 ppm)





Material
Grid Ref. 2AC12:





Gold
(Au)                      =
  0.369 +/- 0.005 oz/ton (7.12 +/- 0.28 ppm)





Silver
(Ag)                      =
  0.03 +/- 0.06 oz/ton (.86 +/- 1.15 ppm)





Material
Grid Ref. 2AD13:





Gold
(Au)                      =
  0.032 +/- 0.003 oz/ton (0.483 +/- 0.092 ppm)





Platinum
(Pt)                                =
  0.334 +/- 0.068 oz/ton (11.3 +/- 1.95 ppm)





Palladium (Pd)  =
  1.43 +/- 0.191 (29.1 +/- 4.06)”




There are
no permanent facilities, plants, buildings or equipment on the
Arjun.




Competitive
Factors




The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold and silver. We are among the smallest
exploration companies in existence and are an infinitely small participant in
the mining business that is the cornerstone of the founding and early stage
development of the mining industry. While we generally compete with other
exploration companies, there is no competition for the exploration or removal of
minerals from our claims. Readily available markets exist for the sale of gold
and silver. Therefore, we will likely be able to sell any gold or silver that we
are able to recover, in the event commercial quantities are discovered on the
Arjun.  There is no ore body on the Arjun.




Government
Regulation




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in the Republic of India, which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We believe that we are in compliance in all material respects
with applicable mining, health, safety and environmental statutes and the
regulations passed thereunder in India.




Environmental
Regulation




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.






-13-






Employees




Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claim.  As in the past and in future exploration work on
the Arjun, Naveen Geologists will determine the workers they require and hire
them accordingly.  At present, we have no employees as such although
each of our officers and directors devotes a portion of his time to the affairs
of the Company.  None of our officers and directors has an employment
agreement with us. We presently do not have pension, health, annuity, insurance,
profit sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any
employee.




As
indicated above, we will hire subcontractors on an as needed basis. We have not
entered into negotiations or contracts with any of potential
subcontractors.  We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our planned exploration
activities.




Other
Mineral Properties





We have
no mineral claims other than the Arjun.   Until such time as we
determine there is no commercial viable mineralization on the Arjun we will
concentrate our efforts on this claim.





The
Company's Main Product





When we
are fortunate enough to enter the stage of development of the Arjun the primary
product will be the sale of minerals, both precious and
commercial.  To date we have not done sufficient exploration
activities to identify even a small ore reserve.   There may be
no ore reserve on the Arjun and there maybe never will be.  Hence the
selling of minerals may not be possible for us.





Investment
Policies





Suraj
does not have an investment policy at this time.  Any excess funds it
has on hand will be deposited in interest bearing notes such as term deposits or
short term money instruments. There are no restrictions on what the directors
are able to invest or additional funds held by our
Company.   Presently we do not have any excess funds to
invest.










ITEM
      3. LEGAL PROCEEDINGS







There are
no legal proceedings to which Suraj is a party, nor to the best of management’s
knowledge are any material legal proceedings contemplated for it or the
Arjun.








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







During
the current year, no matters were brought before the securities holders for
voted thereon.








-14-







PART 11




ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS







Suraj has
identified a market maker who has filed a Form 211 application to allow it to be
quoted on the OTCBB.  There is no assurance that such a quotation will
ever occur.  Since its inception, Suraj has not paid any dividends on
its common stock, and Suraj does not anticipate that it will pay dividends in
the foreseeable future.  As at August 31, 2008 Suraj had 41
shareholders; two of these shareholders are an officers and directors of
Suraj.




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





OVERVIEW





Suraj was
incorporated on January 18, 2007 under the laws of the State of
Nevada.  The Company's Articles of Incorporation currently provide
that the Company is authorized to issue 500,000,000 shares of common stock, par
value $0.001 per share.  The Company issued 2,000,000 common shares at
a price of $0.001 per share to our two directors on August 8,
2007.  On August 31, 2007, we issued 770,000 common shares at a price
of $0.05 per share to other investors.  As at August 31, 2008 there
were a total of 2,770,000 common shares issued and outstanding.





LIQUIDITY
AND CAPITAL RESOURCES





As at
August 31, 2008, we had cash of $6,513 and liabilities of
$18,246.  The liabilities of $11,708 owed to general creditors are as
follows: independent accountants – $2,500 for an opinion on the financial
statements attached to this Form 10K; internal accountant - $9,095 for
preparation of working papers, financial statements and edgarizing financial
statements and other reports and; other accounts payable - $113.  The
amount owed to related parties of $6,538 is non-interest bearing and has not
fixed terms of repayment.  During the year, the Company has incurred
the following expenses:





Expenditure
            
            AmountAccounting
      and audit
            i
            $       8,725Bank
      charges
            
            127Consulting
            ii
            12,500Edgar
      filings
            iii
            3,045Exploration
      expenses
            iv
            5,000Filing
      fees and franchise taxes
            v
            280Legal
            vi
            2,800Management
      fees
            vii
            12,000Office
            viii
            1,655Rent
            ix
            3,600Telephone
            x
            1,800Transfer
      agent's fees and interest
            xi
            1,177Total
      expenses
            
            $    52,709






-15-







i.
            Suraj
      paid $500 each for November’s, February’s and May’s fees to its auditors,
      Madsen & Associates, CPA's Inc., for the review of its financial
      statements and has accrued $2,500 for the examination of the August 31,
      2008 financial statements.  In addition, the Company has accrued
      $1,050 each for its November’s, February’s and May’s working papers and
      financial statements for review by the independent accountants; also,
      $1,575 has been accrued for August 31, 2008 financial statements for
      submission to Madsen & Associates CPA’s Inc. for their opinion
      thereon.





ii.
            We
      paid an independent consultant, DTDM Capital Management, the sum of
      $12,500 for the completion of a Form S-1 registration statement for filing
      with the SEC.  This registration statement is now
      effective.





iii
            We
      have incurred edgar filing fees for the various filings of the S-1, Form
      424 (b) (i), Form 8-A 12g, correspondence with the SEC and financial
      statements contained in our Form
10-Q.





iv.
            As
      mentioned elsewhere in this Form 10-K, we engaged the services of Naveen
      Geologist to undertaken exploration work on the
  Arjun.





v.
            To
      maintain Suraj in good standing with the State of Nevada we filed the
      Annual List of Officers and Directors and paid a fee to the SEC for filing
      the Form S-1 on their website.





vi.
            Legal
      fees during the period was for a legal opinion on Exhibit 5 of the Form
      S-1 and a response letter to certain comments made by the SEC regarding
      our filing.





vii.
            We
      do not compensate our directors for the service they perform for us since,
      at the present time Suraj does not have adequate funds to do
      so.  Nevertheless, management realizes that it should give
      recognition for the services performed by the directors and officers and
      therefore have accrued $1,000 per month.  This amount has been
      expensed in the current period with the offsetting credit being allocated
      to "Capital in Excess of Par Value" on the balance sheet.  The
      Company will not, in the future, be responsible for paying either cash or
      shares in settling this accrual.





viii.
            Office
      expenses comprised courier charges of $501, fax and photocopying charges
      of $303 and printing costs of $851.





ix.
            Suraj
      does not incur any rental expense since it used the personal residence of
      its President.  Similar to management fees, rent expense should
      be reflected as an operating expense.  Therefore, the Company
      has accrued $300 per month as an expense with an offsetting credit to
      "Capital in Excess of Par Value".





x.
            The
      Company does not have its own telephone number but uses the telephone
      number of its President.  Similar to management fees and rent,
      the Company accrues an amount of $150 per month to represent the charges
      for telephone with an offsetting entry to "Capital in Excess of Par
      Value".





xi.
            During
      the year we paid Action Stock Transfer Corporation $79 for acting as
      resident agent in Nevada (through Budget Advisory Services), $138 for our
      CUSIP number and $960 for the cost of issuance of our share certificates
      to our shareholders.





The Company estimates the following
expenses will be required during the next twelve months to meet its
obligations:








-16-







Expenditures
            
            Requirements
      for
              Twelve
      Months
            CurrentAccounts
              Payable
            RequiredFunds
      for
              TwelveMonthsAccounting
      and audit
            1
            $   8,725
            $  11,595
            $  20,320Bank
      charges
            
            125
            -
            125Edgar
      filing fees
            2
            1,155
            -
            1,155Exploration
      expenses
            3
            5,000
            -
            5,000Filing
      fees and franchise taxes
            4
            250
            -
            250Office
            5
            1,500
            113
            1,613Transfer
      agent's fees
            6
            1,000
            -
            1,000Estimated
      expenses
            
            $  17,755
            $
      11,708
            $   29,463





No
recognition has been given to management fees, rent or telephone since, at the
present time, since these expenses are not cash oriented.





1.                          Accounting
and auditing expense has been projected as follows:





Filings
            Accountant
            Auditors
            TotalForm
      10Q - Nov. 30, 2008
            $       1,050
            $           500
            $         1,550Form
      10Q - Feb 28, 2009
            1,050
            500
            1,550Form
      10Q - May 31, 2009
            1,050
            500
            1,550Form
      10K - Aug 31, 2009
            1,575
            2,500
            4,075$     4,725
            $      4,000
            $       8,725





2.
            Edgar
      filing fees comprise the cost of filing the Forms 10K and
      various10Qs                on
      Edgar during the next fiscal year.  The Edgar fees for Form 10Qs
      is estimated at $262.50 and for the Form 10K is estimated at
      $367.50.





3.
            To
      complete Phase I as recommended by Rakesh Parmar, Suraj will have to incur
      an additional $5,000 during the late fall of 2008 or early spring of
      2009.





4.       We
      will have to maintain Suraj in good standing in the State of Nevada by
      filing the Annual List of Officer and Directors with the Secretary of
      State.





5.         Represents
      courier, fax and photocopying charges as well as office
      supplies.





6.         Estimate
      of the fees to Action Stock Transfer Corporation during our next fiscal
      year.





Suraj
will have to raise funds to settle the balance of the outstanding liabilities if
it wishes to continue to operate in the future.





Suraj
does not expect to purchase or sell any plant or significant equipment during
the next year.





Suraj
does not expect any significant changes in the number of employees.








-17-








ITEM
7.  FINANCIAL STATEMENTS





The
financial statements of Suraj are included following the signature page to this
Form 10K.




ITEM
8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




During
the fiscal year ended August 31, 2008 and through the subsequent period to, to
the best of Suraj's knowledge, there have been no disagreements with Madsen
& Associates, CPA's Inc. on any matters of accounting principles or
practices, financial statement disclosure, or audit scope procedures, which
disagreement if not resolved to the satisfaction of Madsen & Associates,
CPA's Inc. would have caused them to make a reference in connection with its
report on the financial statements for the year.




ITEM
8A – CONTROLS AND PROCEDURES




(a)           Evaluation of Disclosure
Controls and Procedures





Suraj’s
Chief Executive Officer and its Chief Financial Officer, after evaluating the
effectiveness of Suraj’s controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a 14(c) and 15d 14 (c)) as of the date within 90
days of the filing of this annual report on Form 10K (the “Evaluation Date”),
have concluded that as of the Evaluation Date, Suraj’s disclosure controls and
procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this annual report on Form 10K was being prepared.





(b)           Changes in Internal
Controls





There
were no significant changes in Suraj’s internal controls or in other factors
that could significantly affect Suraj’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.





PART 111








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




The
following table sets forth as of August 31, 2008, the name, age, and position of
each executive officers and director and the term of office of each director of
Suraj.








-18-








Name
            Age
            Position Held
            Term
      as DirectorSinceSurjit
      Singh Gill
            61
            President
      and Director
            2007Jos
      D’Souza
            65
            Secretary
      Treasurer
            2007





The
directors of Suraj serve for a term of one year and until their successors are
elected at Suraj’s Annual Shareholders’ Meeting and are qualified, subject to
removal by Suraj’s shareholders.   Each officer serves, at the
pleasure of the Board of Directors, for a term of one year and until his
successor is elected at a meeting of the Board of Directors and is
qualified.





Set forth
below is certain biographical information regarding each of Suraj’s executive
officers and directors.





SURJIT
SINGH GILL has been the President and Director of the Company since inception on
January 18, 2007.  Since his graduation from Merrut University with a
Masters in English Literature (1973) Mr. Gill has been involved in the film and
music industry in Mumbai, India.  Mr Gill owns and operates Karan
Enterprises, an independent film production company as well as Gilson Audio, a
Punjabi language record label operating its own recording studio, also based in
Mumbai.





JOS
D’SOUZA has been a director and Secretary Treasurer of the Company since
inception as well.  After obtaining a diploma in accounting and
bookkeeping in 1965 Mr. D’Souza has been employed continuously as an
accountant/bookkeeper, first operating his own business and thereafter as a
staff member of a number of businesses.  Since 1988 he has been
employed with INOR Ophthalmic Organization.  He presently holds the
position of Senior Administrator and is responsible for supervising internal
accounting functions including payroll, collections and receivables
management.





Neither
of our officers and directors work full time for our company.  Surjit
Singh Gill spends approximately 24 hours a month on administrative and
accounting matters.  Because the Company intends to seek a quotation
on the OTCBB in the near future Mr. Gill’s time on Suraj’s affairs is expected
to continue at this pace for the foreseeable future. As Secretary Treasurer, Jos
D’Souza spends approximately 16 hours per month on corporate
matters.  It is anticipated Mr. D’Souza will continue at this
pace.





Neither
of our directors is an officer or director of a company registered under the
Securities and Exchange Act of 1934.





Board
of Directors Audit Committee




Below is
a description of the Audit Committee of the Board of Directors.  The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.





Our audit
committee is comprised of Surjit Singh Gill, our President and Chairman of the
audit committee, and Jos D’Souza our Chief Financial Officer and Secretary
Treasurer neither of whom are independent.  Neither Mr. Gill nor Mr.
D’Souza can be considered an “audit committee financial expert” as defined in
Item 401 of Regulation S-B.  The Company does not presently have,
among its officers and directors, a person meeting these qualifications and
given our financial conditions, does not anticipate in seeking an audit
committee financial expert in the near future.  However the Company
has engaged the services of an independent Chartered Accountant as a consultant
to provide advice to the Audit Committee as and when the committee meets to
review the Company’s financial statements.






-19-







Apart
from the Audit Committee, the Company has no other Board
committees.


Since
inception on January 18, 2007, our Board and Audit Committee have conducted
their business entirely by consent resolutions and have not met, as
such.





Conflicts
of Interest





Neither
of our officers and directors is a director or officer of any other company
involved in the mining industry.  However there can be no assurance
such involvement will not occur in the future.  Such present and
potential future, involvement could create a conflict of interest.





To ensure
that potential conflicts of interest are avoided or declared to Suraj and its
shareholders and to comply with the requirements of the Sarbanes Oxley Act of
2002, the Board of Directors adopted, in January 2007, a Code of Business
Conduct and Ethics. Suraj’s Code of Business Conduct and Ethics embodies our
commitment to such ethical principles and sets forth the responsibilities of
Suraj and its officers and directors to its shareholders, employees, customers,
lenders and other stakeholders. Our Code of Business Conduct and Ethics
addresses general business ethical principles and other relevant
issues.





Family
Relationships





Our
President and our Chief Financial Officer and Secretary Treasurer are
unrelated.





Involvement
in Certain Legal Proceedings





To the
knowledge of the Company, during the past five years, neither of our directors
or executive officers:





(1)
            has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by the
      court for the business or property of such person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filings;





(2)
            was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





(3)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:





(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;


(ii)  engaging in any type of
business practice; or


(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;






-20-







(4)
            was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated.


(6)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.











ITEM
10.  EXECUTIVE COMPENSATION





General Philosophy





Suraj’s
Board of Directors is responsible for establishing and administering its
executive and directors’ compensation.  Currently, in light of the
Suraj’s cash position and anticipated expenses in the near future, neither of
the officers nor directors of Suraj are compensated.





Compensation
Summary





The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer and other executive officers, during the period from inception
to August 31, 2008.





Summary
Compensation Table


Long Term
Compensation


Annual
Compensation                                                                Awards                                  Payouts


(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)Name
      andPrincipal Position
            Year($)
            Salary($)
            Bonus($)
            Otherannual
              Comp.($)
            Restrictedstock
              awards($)
            Options/SAR(#)
            LTIPpayouts
              ($)
            All
      other
              compensation
              ($)Surjit
      Singh Gill
              Principal
      Executive
              Officer,
      Presidentand
      Director
            2007
              2008
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Jos
      D’sSouza
              Principal
      Financial Officer, Secretary Treasurerand
      Director
            2007
              2008
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-







-21-






Compensation
of Directors and Officers




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.





Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





Pension
Table





None





Other
Compensation





The
directors have not received any compensation for the time spend on the affair of
Suraj.  Nevertheless, Suraj does give recognition to the time spent by
accruing as an expense each month a charge of $1,000 per month as management
fees with an offsetting credit to “Capital in Excess of Par
Value”.   The amount so accrued with not be pay in either cash or
shares to the directors in the future.





Compensation
of Directors





None





Termination
of Employment





There are
no compensatory plans or arrangements, including payments to be received from
Suraj, with respect to any person named in Compensation Summary set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person’s employment with
Suraj, or any change in control of Suraj, or a change in the person’s
responsibilities following a change in control of Suraj.





Compliance
      with Section 16 (a) of the Exchange
Act





Suraj
knows of no director, officer, beneficial owner of more than ten percent of any
class of equity securities of Suraj registered pursuant to Section 12
(“Reporting Person”) that failed to file any reports required to be furnished
pursuant to Section 16(a).  Other than those mentioned below, Suraj
knows of no Reporting Person that failed to file the required reports during the
most recent fiscal year.





Neither
Surjit Singh Gill nor Jos D’Souza has filed as a reporting person as at August
31, 2008.








-22-







ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
following table sets forth, as at October 1, 2008 the total number of shares
owned beneficially by our directors, officers and key employees, individually
and as a group, and the present owners of 5% or more of our total outstanding
shares. The shareholder listed below has direct ownership of their shares and
possesses sole voting and dispositive power with respect to the
shares.




Title
      orClass
            Name
      and Address ofBeneficial Owner (1)
            Amount
      ofBeneficialOwnership (2)
            Percent
      ofClassCommon
              Stock
            Surjit
      Singh Gill
              Rhema
      House, 1032 Katkarwadi, Yari Road, VersovAndheri (W) Mumbai, India
      4000061
            1,500,000
            54.15%Common
              Stock
            Jos
      D’Souza
              2/32
      Om Trimurti, Co-Operative Housing Society, Eastern Express Highway, Sion
      Trombay Road, Chunabhatti Sion, Mumbai, India, 40061
            500,000
            18.05%CommonStock
            Directors
      and Officers as aGroup
      (2 persons)
            2,000,000
            72.2%





(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.





(2)
            Under
      Rule 13-d of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.




Future
Sales by Existing Shareholders




As of
October 1, 2008 there are a total of 2,770,000 shares of our common stock issued
and outstanding.  Under our effective registration statement, we are
registering for resale 970,000 restricted shares, being 35% of our issued shares
leaving  shares being 65% of our shares, as ‘restricted shares’ under
Rule 144:




Surjit
      Singh Gill
            1,350,000
      common sharesJos
      D’ Souza
            450,000 common
      sharesTotal
      restricted shares
            1,800,000 common
  shares




Under
Rule 144, restricted shares may be resold, subject to volume restrictions and
restrictions on the manner of sale, commencing one year after their
acquisition.




Suraj
does not have any securities that are convertible into common
stock.






-23-






Our
authorized capital consists of 500,000,000 shares of common stock, par value
$0.001 per share, of which 2,770,000 shares are presently issued and
outstanding.





The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all Meetings of the shareholders.





The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.





Non-Cumulative
Voting.





The
holders of our shares of common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of Directors, can elect all of the Directors to be elected, if
they so choose.   In such event, the holders of the remaining
shares will not be able to elect any of our Directors.





Dividend
Policy





As of the
date of this Form 10-K we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends will be at
the discretion of the Board of Directors and will depend on our earnings, if
any, capital requirements and financial position, general economic conditions
and other pertinent conditions.  It is our present intention not to
pay any cash dividends in the near future.





Transfer
Agent





We have
engaged the services of Action Stock Transfer Corporation, 7069 S. Highland
Drive, Suite 300, Salt Lake City, UT., 84121 to act as transfer and
registrar.





Market
Information





At the
present time, there is no established market price for our shares.





There are
no shares have been offered pursuant to or underlying an employee benefit
plan.  There are no shares of common stock that are subject to
outstanding options, warrants or securities convertible into common equity of
our Company.





The
number of shares subject to Rule 144 is 1,800,000.   Share
certificates representing these shares have been appropriately
legend.




Holders




Including
its two officers and directors, Suraj has 41 shareholders as at October 1,
2008.




There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:




On August
8, 2007 Suraj issued to (i) our President, Principal Executive Officer and
Director, Surjit Singh Gill, 1,500,000 shares at the price of $0.001 per share
for total consideration of $1,500; and (ii) our Principal Financial Officer,
Secretary-Treasurer and a director, Jos D’Souza,  500,000 shares at
the price of $0.001 per share for total consideration of $500.






-24-







The
shares issued to Messrs. Gill and D’Souza were in consideration of their
agreeing to take the initiative in developing and implementing the business plan
of the Company, including, among other things, providing the initial seed
capital to allow Suraj to engage a professional geologist to assist in
identifying a mineral prospect considered worthy of exploration, identifying
investors and arranging for the initial private placement to enable the Company
to implement its business plan.




By an
agreement between the Company and our President Surjit Singh Gill dated April
15, 2008, Mr. Gill agreed to advance up to an additional $17,500 to Suraj over
the coming twelve (12) months.  To date Mr. Gill has advanced $6,538
to the Company.  Loan advances do not bear interest and there are no
fixed terms of repayment called for.  However, Mr. Gill may demand
repayment, of his existing or future loan advances, at any time.




ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Suraj and during its current fiscal period, or
any currently proposed transactions, or series of similar transactions, to which
Suraj was or is to be a party, in which the amount involved exceeds $60,000, and
in which any director or executive officer, or any security holder who is known
by Suraj to own of record or beneficially more than 5% of any class of Suraj’s
common stock, or any member of the immediate family of any of the foregoing
persons, has an interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since the
beginning of Suraj’s last fiscal year, or any currently proposed transactions,
or series of similar transactions, to which Suraj was or is to be a part, in
which the amount involved exceeded $60,000 and in which any director or
executive officer, or any security holder who is known to Suraj to own of record
or beneficially more than 5% of the common shares of Suraj’s capital stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.





Transactions
with Promoters





Suraj
does not have promoters and has no transactions with any promoters.





PART
IV




ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K




(a)  (1)                         Financial
Statements.





The
following financial statements are included in this report:








-25-










Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            29Balance
      Sheet as at August 31, 2008 and 2007
            30Statement
      of Operations for the year ended August 31, 2008 and for the period from
      January 18, 2007 (date of inception) to August 31, 2007 and for the period
      from January 18, 2007 (date of inception) to August 31,
    2008
            31Statement
      in Changes in Stockholders’ Equity for the period from January 18, 2007
      (date of inception) to August 31, 2008
            32Statement
      of Cash Flows for the year ended August 31, 2008 and for the period from
      January 18, 2007 (date of inception) to August 31, 2007 and for the period
      from January 18, 2007 (Date of Inception) to August 31,
    2008
            33Notes
      to the Financial Statements
            34





(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this
report:





None.





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Suraj’s Registration
      Statement on Form S-1 filed on October 18, 2007, Registration No.
      333-146791)3.2
            
            Articles
      of Incorporation (incorporated by reference from Suraj’s Registration
      Statement on Form S-1 filed on October 18, 2007, Registration
      No.333-146791)3.3
            
            By-laws
      (incorporated by reference from Suraj’s Registration Statement on FormS-1
      filed on October 18, 2007, Registration No. 333-146791)4
            
            Stock
      Specimen (incorporated by reference from Suraj’s Registration Statement on
      Form S-1 filed on October 18, 2007, Registration No.
      333-146791)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Suraj’s
      Registration Statement on Form S-1 filed on October 18, 2007 Registration
      No. 333-146791)





(b)           Reports
on Form 8-K





None during the current
year.








-26-








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





(1)           Audit
Fees





The
aggregate fees billed by the independent accountants for the last two fiscal
years for professional services for the audit of Suraj’s annual financial
statements and the review included in Suraj’s Form 10-Q and services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those fiscal years were $6,500.





(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 Suraj’s financial statements and are not
reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)           Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advise,
and tax planning was NIL.





(4)           All Other
Fees





During
the last two fiscal years there were no other fees charged by the principal
accountants other than those disclosed in (1) and (3) above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Suraj to make any pre-approval policies
meaningful.  Once Suraj has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.





(6)           Audit hours
incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Suraj’s internal accountant.











-27-










SIGNATURES








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





SURAJ
VENTURES, INC.


(Registrant)





By:     SURJIT
SINGH GILL


Surjit Singh
Gill


Chief Executive
Officer,


President and
Director









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





By:     SURJIT
SINGH GILL


Surjit Singh
Gill


Chief Executive
Officer,


President and
Director





October
20, 2008





By:   JOS
      D’ SOUZA


Jos
      D’Souza


Chief
      Financial Officer,


Secretary
      Treasurer and Director





October
20, 2008








-28-







MADSEN & ASSOCIATES CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants
            Murray,
      Utah, 84107Telephone
      801-268-2632Fax
      801-262-3978





Board of
Directors


Suraj
Ventures, Inc.


Mumbai,
India








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheet of Suraj Ventures, Inc. (pre- exploration
stage company) at August 31, 2008 and 2007, and the statement of operations,
stockholders' equity, and cash flows for the year ended August 31, 2008 and for
the period from January 18, 2007 (date of inception) to August 31, 2007 and for
the period January 18, 2007 (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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audit provides 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 Suraj Ventures, Inc. at August 31,
2008 and 2007, and the results of operations, and cash flows for the year ended
August 31, 2008 and for the period from January 31, 2007 (date of inception) to
August 31, 2007 and the period January 18, 2007 (date of inception) to August
31, 2008, in conformity with accounting principles generally accepted in the
United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








Murray,
Utah                                                                           /s/  “Madsen &
Associates, CPA’s Inc.”


October
15, 2008








-29-














SURAJ
VENTURES, INC.


(A
Pre-exploration Stage Company)


BALANCE
SHEETS





August
      31,2008
            August
      31,2007ASSETSCURRENT
      ASSETSCash
            $    6,513
            $  36,097Total Current
    Assets
            $    6,513
            $  36,097LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $    11,708
            $    6,484Accounts payable – related
      parties
            6,538
            6,037Total Current
      Liabilities
            18,246
            12,521STOCKHOLDERS’
      DEFICIENCYCommon
      stock500,000,000 shares authorized, at
      $0.001 par value;2,770,000 shares issued and
      outstanding
            2,770
            2,770Capital in excess of par
      value
            65,280
            47,880Deficit accumulated during the
      pre-exploration stage
            (79,783)
            (27,074)Total Stockholders’
      Deficiency
            (11,733)
            23,576$  6,513
            $  36,097











The
accompanying notes are an integral part of these financial
statements.








-30-








SURAJ
VENTURES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF OPERATIONS


For the
year ended August 31, 2008 and for the period from January 18, 2007 (date of
inception) to August 31, 2007 and for the period from January 18, 2007 (date of
inception) to August 31, 2008








For
      the yearended
              Aug 31, 2008
            From
      January 18, 2007 (date of inception ) toAug 31, 2007
            From
      January 18, 2007 (date of inception) toAug 31, 2008REVENUES
            $  -
            $   -
            $  -EXPENSESAcquisition,
      staking and geological report
            5,000
            5,000
            10,000Administrative
            47,709
            22,074
            69,783NET
      LOSS FROM OPERATIONS
            $  (52,709)
            $
      (27,074)
            $
      79,783NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $  (0.02)
            $  (0.01)AVERAGE
      OUTSTANDING SHARESBasic
            2,770,000
            2,003,422





The
accompanying notes are an integral part of these financial
statements.








-31-










SURAJ
VENTURES, INC.


(Pre-Exploration
Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY


Period
January 18, 2007 (date of inception) to August 31, 2008





Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            AccumulatedDeficitBalance January 18,
      2007
            -
            $             -
            $             -
            $                -Issuance
      of common shares for cash at$.001
      –  August 8, 2007
            2,000,000
            2,000
            -
            -Issuance
      of common shares for cash at$.05
      – August 31, 2007
            770,000
            770
            37,730Capital
      contributions – expenses
            -
            -
            10,150Net
      operating loss for the period January 18, 2007 (date ofInception)
              to
      August 31, 2007
            -
            -
            -
            (27,074)Balance
      as at August 31, 2007
            2,770,000
            2,770
            47,880
            (27,074)Capital
      contributions – expenses
            -
            -
            17,400
            -Net
      operating loss for the year ended August 31, 2008
            -
            -
            -
            (52,709)Balance
      as at August 31, 2008
            2,770,000
            $      2,770
            $    65,280
            $        (79,783)





The
accompanying notes are an integral part of these financial
statements








-32-










SURAJ
VENTURES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF CASH FLOWS





For the
year ended August 31, 2008 and for the period from January 18, 2007 (date of
inception) to August 31, 2007 and for the period from January 18, 2007 (date of
inception) to August 31, 2008





For
      the yearended
              Aug 31, 2008
            From
      January 18, 2007 (date of inception) to
              Aug 31, 2007
            From
      January 18, 2007 (date of inception) to
              Aug 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $
      (52,709)
            $(27,074)
            $
      (79,783)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Changes
      in accounts payable
            5,224
            6,484
            11,708Capital
      contributions – expenses
            17,400
            10,150
            27,550Net
      Cash  Provided (Used) in Operations
            (30,085)
            (10,440)
            (40,525)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related
      party
            501
            6,037
            6,538Proceeds from issuance of common
      stock
            -
            40,500
            40,500501
            46,537
            47,038Net
      (Decrease) Increase in Cash
            (29,584)
            36,097
            6,513Cash
      at Beginning of Period
            36,097
            -
            -CASH
      AT END OF PERIOD
            $    6,513
            $  36,097
            $    6,513














The
accompanying notes are an integral part of these financial
statements








-33-








SURAJ
VENTURES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


August
31, 2008





1.           ORGANIZATION





The
Company, Suraj Ventures, Inc., was incorporated under the laws of the State of
Nevada on January 18, 2007 with the authorized common stock of 500,000,000
shares at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the pre-exploration stage.








2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidulutive and then only the basic per share
      amounts are shown in the report.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.











-34-








SURAJ
VENTURES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


August
31, 2008





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On August
31, 2008 the Company had a net operating loss carry forward of $79,783 for
income tax purposes.  The tax benefit of approximately $24,000 from
the loss carry forward has been fully offset by a valuation reserve because the
future tax benefit is undeterminable since the Company is unable to establish a
predictable projection of operating profits for future years.  Losses
will expire during 2028.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value to their short term
  maturities.





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.








-35-








SURAJ
      VENTURES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


August
31, 2008








2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           AQUISITION
OF MINERAL CLAIM





In
      March, 2007, the Company acquired the Arjun Gold Claim located in the
      Republic of India for the consideration of $5,000 including a geological
      report.  The Arjun Gold Claim is located 20 miles north of
      Kollam which is 50 miles north of the state capital of Thiruvanathapuram
      west of the Arabian Sea.  Under Indian law, the claim remains in
      good standing as long as the Company has an interest in
      it.   There are no annual maintenance fees or minimum
      exploration work required on the
Claim.





4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





Officers-directors
and their families have acquired 72% of the common stock issued and have made no
interest, demand loans to the Company of $6,538 and have made contributions to
capital of $27,550 in the form of expenses paid for the Company.





5.           CAPITAL
STOCK





On August
8, 2007, Company completed a private placement consisting of 2,000,000 common
shares sold to directors and officers at a price of $0.001 per share for a total
consideration of $2,000.  On August 31, 2007, the Company completed a
private placement of 770,000 common shares at $0.05 per share for a total
consideration of $38,500.








-36-








SURAJ
      VENTURES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


August
31, 2008





6.           GOING
CONCERN





The
Company intends to seek business opportunities that will provide a
profit.  However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.








-37-