Quantitative Alpha Trading 20F 2008 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2008
OR
		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:0-29208

Arris Resources Inc.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

1250 West Hastings Street, Vancouver, British Columbia, Canada V6E 2M4

(Address of principal executive offices)

Lucky Janda, 1250 West Hastings Street, Vancouver, BC, V6E 2M4, Tel: (604) 687-0879 Fax (604) 408.9301

(Name, Telephone , E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


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

Securities registered or to be registered pursuant to Section 12(g) of the Act.Common Shares, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common shares as of the close of the period covered by the annual report:

12,543,372 common shares

Indicate by check mark if the registrant is a well-known seasoned issuer.  Yes þ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.  Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes  No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). .  Yes þ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

 Large accelerated filer  Accelerated filer þ Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP



International Financial Reporting Standards as issued



Other

By the International Accounting Standards Board

If “Other” has been checked in response to previous questions, indicate by check mark which financial statement item the registrant has elected to follow. þ Item 17  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. þ Yes  No

Unless otherwise indicated, all references herein are expressed in Canadian dollars and United States currency is stated as “US$”

THIS SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS 20-F AND 6-K. THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE AN INTEGRAL PART OF THIS SUBMISSION.

TABLE OF CONTENTS


GLOSSARY OF TERMS		4
NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
PART I		5
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3.	KEY INFORMATION	5
A.	Selected Financial Data	5
B.	Capitalization and Indebtedness	7
C.	Reasons for the Offer and Use of Proceeds	7
D.	Risk Factors	7
ITEM 4.	INFORMATION ON THE COMPANY	9
A.	History and Development of the Company	9
B.	Business Overview	10
C.	Organizational Structure	11
D.	Property	11
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	11
A.	Operating Results	11
B.	Liquidity and Capital Resources	12
C.	Research and Development, Patents and Licenses, Etc.	12
D.	Trend Information	13
E.	Off Balance Sheet Arrangements	13
F.	Tabular Disclosure of Contractual Obligations	13
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	13
A.	Directors and Senior Management	13
B.	Compensation	14
C.	Board Practices	15
D.	Employees	16
E.	Share Ownership	16
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	17
A.	Major Shareholders	17
A. 1. a	Holdings by Major Shareholders	17
A. 2.	Canadian Share Ownership	17
A. 3.	Control of the Corporation	18
A. 4.	Change in Control Arrangements	18
B.	Related Party Transactions	18
C.	Interests of Experts and Counsel	18
ITEM 8.	FINANCIAL INFORMATION	18
A.	Financial Statements and Other Financial Information	18
B.	Significant Changes	19
ITEM 9.	THE OFFER AND LISTING	20
A.	Offer and Listing Details	20
B.	Plan of Distribution	21
C.	Markets	21
D.	Selling Shareholders	21
E.	Dilution	21
F.	Expenses of the Issue	21
ITEM 10.	ADDITIONAL INFORMATION	21
A.	Share Capital	21
B.	Memorandum and Articles of Association	21
C.	Material Contracts	24
D.	Exchange Controls	24
E.	Taxation	25
F.	Dividends and Paying Agents	32
G.	Statements by Experts	32
H.	Documents on Display	32
I.	Subsidiary Information	33
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33


ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	33
PART II		33
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	33
ITEM 14.	MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	33
ITEM 15.	CONTROLS AND PROCEDURES	33
ITEM 16.		34
A.	AUDIT COMMITTEE FINANCIAL EXPERT	34
B.	CODE OF ETHICS	34
C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34
D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	35
E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	35
PART III.		35
ITEM 17.	Financial Statements	35
ITEM 18.	Financial Statements	36
ITEM 19.	Exhibits	36

GLOSSARY OF TERMS


*Board*	Board of Directors of the Company.
*CNSX*	Canadian National Stock Exchange (formerly known as CNQ – Canadian Trading and Quotation system Inc.)
*Directors*	The Directors of Arris Resources Inc.
*GAAP*	Generally accepted accounting principles.
*GST*	Goods and Services Tax of Canada.
*Company*	Arris Resources Inc., a corporation incorporated pursuant to theBusiness Corporations Act (BC).

Words importing the singular number only include the plural and vice versa, and words importing any gender include all genders.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained in this Annual Report constitutes “forward-looking statements” within the meaning of section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, “predicts”, “ ;potential”, “continue”, “believe” or “intends”, or stating that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements.” Such statements are included, among other places, in this document under the headings “Key Information”, “Information on our company” and “Operating and Financial Review and Prospects.”

Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated

Certain forward-looking statements are identified by a cross-reference to this Note.

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

Selected Financial Data

This data has been derived from our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in Canadian GAAP and reconciled for material measurement differences to U.S. GAAP. Set forth in the following table are selected financial data with respect to our financial condition and results of operation for the years ended December 31, 2008, 2007, 2006, 2005 and 2004.

The selected financial and operating information as at December 31, 2008, 2007 and 2006 should be read in conjunction with the audited consolidated financial statements and notes thereto included elsewhere herein and in conjunction with Item 5 - “Operating and Financial Review and Prospects”. The selected financial data as at and for these periods have been extracted from, and are qualified by reference to the audited consolidated financial statements included herein at Item 17. The selected financial data as at December 31, 2005 and for the year ended December 31, 2004 have been extracted from audited financial statements not included herein.


Fiscal Years ended December 31,
		2008			2007			2006			2005			2004
Revenues
Canadian GAAP	$	–		$	–		$	–		$	–		$	690,403
U.S. GAAP	$	–		$	–		$	–		$	–		$	690,403
Total Assets
Canadian GAAP	$	892,243		$	922,340		$	568,537		$	32,623		$	313,938
U.S. GAAP	$	892,243		$	922,340		$	568,537		$	32,623		$	313,938
Net Assets
Canadian GAAP	$	815,208		$	773,782		$	411,100		$	(134,513	)	$	(184,237	)
U.S. GAAP	$	815,208		$	773,782		$	411,100		$	(134,513	)	$	(184,237	)
Deficit
Canadian GAAP	$	2,418,656		$	2,112,894		$	2,089,561		$	1,979,798		$	1,776,675
U.S. GAAP	$	2,714,268		$	2,112,894		$	2,089,561		$	1,979,798		$	1,776,675
Net Income/(Loss)
Canadian GAAP	$	(305,762	)	$	(23,333	)	$	(109,763	)	$	(203,123	)	$	(718,439	)
U.S. GAAP	$	(601,374	)	$	(23,333	)	$	(109,763	)	$	(203,123	)	$	(718,439	)
Share capital
Canadian GAAP	$	2,563,490		$	2,216,302		$	1,830,287		$	1,174,911		$	1,132,603
U.S. GAAP	$	2,563,490		$	2,216,302		$	1,830,287		$	1,174,911		$	1,132,603
Weighted average number of shares outstanding²		8,702,960			4,188,847			1,843,368			3,655,165			4,405,835


Fiscal Years ended December 31,
		2008			2007			2006			2005			2004
Earnings (Loss) Per Share^1,2
Canadian GAAP	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.24	)	$	(0.16	)
From continued operations	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.24	)	$	(0.12	)
From discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.04	)
U.S. GAAP	$	(0.07	)	$	(0.01	)	$	(0.06	)	$	(0.24	)	$	(0.16	)
From continued operations	$	(0.07	)	$	(0.01	)	$	(0.06	)	$	(0.24	)	$	(0.12	)
From discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.04	)
Cash provided by (used in) operating activities
Canadian GAAP	$	(212,623	)	$	(29,590	)	$	(95,040	)	$	(146,733	)	$	(293,544	)
U.S. GAAP	$	(508,235	)	$	(29,590	)	$	(95,040	)	$	(146,733	)	$	(293,544	)
Investing activities
Canadian GAAP	$	(799,782	)	$	(150,000	)	$	(2,841	)	$	(4,294	)	$	(183,985	)
U.S. GAAP	$	(504,170	)	$	(150,000	)	$	(2,841	)	$	(4,294	)	$	(183,985	)

¹Basic loss per share – Fully diluted loss per share has not been calculated due to its anti-dilutive effect.

²On July 7, 2005, we consolidated our share capital on the basis of four old shares for one new share. The weighted average number of shares outstanding and loss per share has been adjusted to reflect the consolidation.

Exchange Rates

Unless otherwise indicated, all monetary references herein are denominated in Canadian Dollars. References to “$” or “Dollars” are to Canadian Dollars and references to “US$” or “U.S. Dollars” are to United States Dollars.

The following table sets forth, for the periods indicated, the exchange rates based on the noon buying rate with the Federal Reserve Bank of New York for cable transfers in Canadian dollars. Such rates are the number of United States dollars per one (1) Canadian dollar.


Year Ended December 31,
	2008	2007	2006	2005	2004
Average for Period	US$1.0660	US$1.0734	US$1.1340	US$1.2115	US$1.2984

The high and low exchange rates for each month during the previous six months are as follows:


	Month Ended
	May	April	March	February	January	December
	2009	2009	2009	2009	2009	2008
High for Period	US$1.20460	US$1.27130	US$1.30630	US$1.27280	US$1.27660	US$1.23603
Low for Period	US$1.08910	US$1.19820	US$.21890	US$1.21270	US$1.17560	US$1.18160

On December 31, 2008, the exchange rate was $1.22280. As of May 31, 2009, the exchange rate was $1.09230

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

Risk Factors

In addition to other information and other risk factors set forth elsewhere in this Annual Report, the following risk factors should be carefully considered in evaluating our business because such factors currently may have a significant impact on our business, operating results and financial condition.

An investment in our securities is highly speculative and involves a high degree of risk and should only be made by investors who can afford to lose their entire investment.

Prior to making an investment decision, investors should consider the investment risks set forth below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. Our directors consider the risks set forth below to be the most significant to potential investors in our company, but not all of the risks associated with an investment in securities of our company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware or which they consider not to be material in connection with our business, actually occur, our assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of our securities could de cline and investors may lose all or part of their investment.

Limited Operating History

We commenced our latest operations in September 2003 and disposed of our former business in July 2005; therefore, we have only a limited operating history upon which an evaluation of our business and prospects can be based. We incurred a net loss of $305,762 in the year ended December 31, 2008 and a net loss of $23,333 in the year ended December 31, 2007.

In view of the rapidly evolving nature of our business and markets and limited operating history, we believe that period-to-period comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future performance.

Additional Capital Requirements

We have and may continue to have capital requirements in excess of our currently available resources. In the event our plans change, our assumptions change or prove inaccurate or our capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, we could be required to seek additional financing sooner than currently anticipated. To the extent that any such financing involves the sale of our equity securities, the interests of our then existing shareholders could be substantially diluted. There can be no assurance that such financing will be available to us on terms acceptable to us, if at all.

Our Shares are considered penny stocks and are subject to the Penny Stock Rules

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock." Subject to certain exceptions, a penny stock generally includes any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than U.S.$5.00 per share. Our shares are expected to be deemed penny stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of the shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse in each of the two most recent fiscal years with a reasonable expectation of achieving such level in the current fiscal year) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

Enforcement of Civil Liabilities

We are incorporated under the laws of British Columbia, Canada and all of our directors and officers are residents of Canada. Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United StatesSecurities Exchange Act of 1934. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or our company predicated solely upon such civil liabilities.

Conflict of Interest of Management

Certain of our directors and officers are also directors and officers of other natural resource companies. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers relating to our company will be made in accordance with their duties and obligations to deal fairly and in good faith with our company and such other companies.

The Market Price of our Common Shares May Be Subject to Wide Price Fluctuations

The market price of our common shares may be subject to wide fluctuations in response to many factors, including variations in our operating results, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, changes in our business prospects, general economic conditions, changes in mineral reserve or resource estimates, results of exploration, changes in results of mining operations, legislative changes and other events and factors outside of our control. In addition, stock markets from time to time have experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for our common shares.

We are unable to predict whether substantial amounts of common shares will be sold in the open market. Any sales of substantial amounts of common shares in the public market or the perception that such sales might occur, could materially and adversely affect the market price of our common shares.

We may be a Passive Foreign Investment Company, which may result in material adverse U.S. federal income tax consequences to U.S. investors.

Investors in our common shares that are U.S. taxpayers should be aware that we may be a .passive foreign investment company. under Section 1297(a) of the U.S. Internal Revenue Code (a “PFIC”). If we are or become a PFIC, generally any gain recognized on the sale of our common shares and any .excess distributions. (as specifically defined) paid on our common shares must be ratably allocated to each day in a U.S. taxpayer’s holding period for our common shares. The amount of any such gain or excess distribution allocated to prior years of such U.S. taxpayer’s holding period for our common shares generally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year, and the U.S. taxpayer will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year.

Alternatively, a U.S. taxpayer that makes a .qualified electing fund. (a “QEF”) election with respect to their investment generally will be subject to U.S. federal income tax on such U.S. taxpayer’s pro rata share of our .net capital gain. and .ordinary earnings, (as specifically defined and calculated under U.S. federal income tax rules), regardless of whether such amounts are actually distributed by us. U.S. taxpayers should be aware, however, that there can be no assurance that we will satisfy record keeping requirements under the QEF rules or that we will supply U.S. taxpayers with required information under the QEF rules, in the event that we are a PFIC and a U.S. taxpayer wishes to make a QEF election. As a second alternative, a U.S. taxpayer may make a .market-to-market election. if we are a PFIC and our common shares are .marketable stock (as specifically defined). A U.S. taxpayer that makes a market-to-market election generally wi ll include in gross income, for each taxable year in which we are a PFIC, an amount equal to the excess, if any, of (a) the fair market value of our common shares as of the close of such taxable year over (b) such U.S. taxpayer’s adjusted tax basis in our common shares.

No Dividends

The payment of dividends on our common shares is within the discretion of the Board of Directors and will depend upon our future earnings, our capital requirements, our financial condition, and other relevant factors. We do not currently intend to declare any dividends on our shares for the foreseeable future.

Acquisitions or other Business Transaction

We may, when and if the opportunity arises, acquire other products, technologies or businesses involved in activities, or having product lines, that are complementary to our business. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies and products of the acquired companies, the diversion of management’s attention from other business concerns, risks associated with entering markets or conducting operations with which we have no or limited direct prior experience and the potential loss of key employees of the acquired company. Moreover, there can be no assurance that any anticipated benefits of an acquisition will be realized. Future acquisitions by us could result in potentially dilutive issuances of equity securities, the use of cash, the incurrence of debt and contingent liabilities, and write-off of acquired research and development costs, all of which could materially and adversely affect our financial cond ition, results of operations and cash flows.

ITEM 4.

INFORMATION ON THE COMPANY

History and Development of the Company

Name and Incorporation

Our company was incorporated in British Columbia, Canada, by registration of our memorandum and articles under theBritish Columbia Company Act (since replaced by theBritish Columbia Business Corporations Act) on September 15, 1987, under the name “Grand Resources Inc.” We changed our name to “Bay Street Ventures Inc.” effective November 18, 1987. Subsequently, we changed our name to “Cenco Petroleum Ltd.” effective September 20, 1991. On August 7, 1996, we changed our name to “IGC Internet Gaming Corporation” and concurrently subdivided our share capital on the basis of one and one-half old shares for one new share.

We changed our name to “IGN Internet Global Network Inc.” effective November 21, 1996 and on September 23, 2003 we changed our name to “AssistGlobal Technologies Corp.” and concurrently subdivided our share capital on the basis of three old shares for one new share.

On July 5, 2005, we changed our name to “Bassett Ventures Inc.” and concurrently consolidated our share capital on the basis of four old shares for one new share. On June 13, 2007 we changed our name to “Arris Resources Inc.” and concurrently consolidated our share capital on the basis of five old shares for one new share.

We have been trading on the CNSX (Canadian National Stock Exchange) (formerly known as CNQ, Canadian Trading and Quotation System Inc.) under the trading symbol “AAS” since December 17, 2003. CNSXis a stock market designed for trading the equity securities of emerging companies. Information regarding CNSX can be obtained from their website at www.cnsx.ca.

Our shares have also been quoted on the OTC Bulletin Board under the trading symbol “IGN-IF” since November 19, 1997.

Previously, our shares traded on the TSX Venture Exchange, until we voluntarily delisted on July 29, 2003. .

Our principal executive office is located at Suite 1250 West Hastings Street, Vancouver, B.C., Canada V6E 2M4. Our registered and records office and address is Suite 1200, 750 West Pender Street, Vancouver, BC V6C 2T8.

Business Overview

In February, 2007 we entered into a purchase and sale agreement (the “Agreement”) with Arctos Petroleum Corp. (“Arctos”) whereby Arctos agreed to sell to us an interest in the Alexander Area, Alberta property in consideration for a purchase price of $150,000 plus GST.

We hold a 30% working interest in 64 gross Ha (19.2 Net Ha) of onshore P&NG rights in Alexander, Alberta, located 75 kilometres northwest of Edmonton, Alberta. The property includes a producing Ellerslie/Wabamun oil well at 6-7-57-1W5 and a 40% interest in an oil battery at 3-7-57-1W5. We are in a non-participation penalty position on both the well and battery and do not currently receive production or fee revenues from these assets.

An additional 960 gross Ha of non-producing land in this Area expired in 2007. We held an average 40% working interest in the expired lands.

We are not the operator of the project. The main well in the project, the Alexander 6-7-57-1W5 was re-equipped and has begun periodic production. As we did not contribute towards this work, we are in a non-participation penalty position.

In October 2008 we entered into an asset purchase and sale agreement to purchase from a British Columbia private company twenty-two mineral claims located approximately 30 miles northeast of Atlin, British Columbia in the Atlin Mining District for aggregate consideration of US$250,000.

The twenty-two mineral claims cover approximately 15,000 acres and are located near the Gladys Lake molybdenum occurrence (discovered in the late 1960s). The molybdenum occurrence is similar to the occurrence at Adanac’s Ruby Creek project. Adanac’s project is located approximately 15 miles northeast of Atlin in northern BC.

We are currently utilizing our consulting geologists and mining engineers to complete our evaluation of the twenty-two mineral claims and determine the feasibility for further development of the claims.

Historical

We were previously engaged in the business of developing, selling, hosting and supporting project and facility management software and providing other custom application solutions globally through our former wholly-owned subsidiary, AssistGlobal Inc. (“AGI”). The main proprietary line, Microview FM, was designed for use on PDA's. It records and updates facilities data on the spot for large scale reorganizations, employee moves, inventory, maintenance and inspection activities.

Pursuant to an acquisition agreement dated July 6, 2003 (the “Acquisition Agreement”) with AssistGlobal.com Communications Inc. (“AGI”) and its principal shareholders we agreed to acquire all of the issued and outstanding shares of AGI in exchange for the issuance of 10,350,000 of our common shares (the “IGN Shares”) at a deemed price of $0.35 per share.

We had two wholly owned subsidiaries: AssistGlobal Inc. (formerly AssistGlobal.com Communications Inc.) incorporated federally in February 2000 and AssistGlobal USA Inc. incorporated in the State of Nevada on September 23, 2003.

As were not able to secure financing for AGI’s operations, our board of directors together with the board of directors of AGI determined that it was in the best interests of both companies that we divest of all of our interest in AGI to the former principal shareholders. We disposed of our assets of AGI and the officers and employees of AGI surrendered 1,688,992 of our shares. These surrendered shares were cancelled and returned to treasury. As part of the transaction, we forgave $279,230 of intercorporate debt owed to us by AGI and transferred our ownership of AssistGlobal (USA) Inc. to AGI. The disposition of the assets of AGI was approved by special resolution passed at our annual shareholder meeting held June 16, 2005.

Organizational Structure

We have three wholly-owned inactive subsidiaries, Arris Oil & Gas Inc., Arris Minerals Inc. and InCana Investments Inc., all of which are British Columbia private companies.

Property

Our principal executive offices and corporate offices are located at 1250 West Hastings Street, Vancouver, British Columbia, Canada V6E 2M4 and are shared with a number of other companies. We rent our offices on an informal month-to-month lease. The shared property provides office space to us for administrative and shareholder relation purposes.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition, changes in financial condition and results of operations as at December 31, 2008, 2007 and 2006 should be read in conjunction with our audited consolidated financial statements and related notes included herein. Unless expressly stated otherwise, all references to dollar amounts in this section are Canadian dollars.

A reconciliation of our financial statements to U.S. GAAP is set forth in Note 14 of the audited financial statements as of December 31, 2008 included herein at Part IV – Item 17.

Operating Results

A comparison of the results of operations for the fiscal years ended December 31, 2008, 2007, and 2006 are as follows:

Year Ended December 31, 2008 as compared to Year Ended December 31, 2006

We recorded a net loss for the year ended December 31, 2008 of $305,765 or $0.04 per share as compared to a net loss of $23,333 or $0.01 per share for the year ended December 31, 2007, being a 1,210% increase in net loss in the amount of $282,429. The increased loss in fiscal 2008 was the result of a write down of investment in fiscal 2008 in the amount of $188,333 and rent, research and property costs and management, consulting and administrative incurred in fiscal 2008, which were offset by a foreign exchange gain of $74,821. The general and administrative expenses incurred during fiscal 2008 primarily consisted of management, consulting and administrative of $83,931 (2007 - $Nil), foreign exchange loss (gain) of $(74,821) (2007 - $17,609), rent of $45,000 (2007 - $Nil), research and property costs of $36,410 (2007 - $Nil), trust and filing fees of $14,637 (2007 - $19,502), bank charges and interest of $25,097 (2007 - $1,096), professional fees of $2,695 (2007 - $24,724), travel expenses of $6,033 (2007 - $387), and administrative expenses of $Nil (2007 - $3,785).

Year Ended December 31, 2007 as compared to Year Ended December 31, 2006

We recorded a net loss for the year ended December 31, 2007 of $23,333 or $0.01 per share as compared to a net loss of $109,765 or $0.06 per share for the year ended December 31, 2006, being a 79% decrease in net loss in the amount of $86,432. The decreased loss in fiscal 2007 was the result of a waiver of management fees and rent and nominal wages in fiscal 2007 as a result of our discontinuing our former operations, The general and administrative expenses incurred during fiscal 2007 primarily consisted of professional fees of $24,274 (2006 - $31,619), trust and filing fees of $19,502 (2006 - $11,455), foreign exchange loss of $17,609 (2006 - $Nil), administrative expenses of $3,785 (2006 - $Nil), management and consulting of $Nil (2006 - $55,000), wages and benefits of $29 (2006 - $8,068) and rent of $Nil (2006 - $7,536).

Liquidity and Capital Resources

We had cash and cash equivalents of $99,366 at December 31, 2008, compared to $764,583 at December 31, 2007, representing a decrease of $665,217. We had a working capital of $362,339 at December 31, 2008 compared to a working capital of $618,128 at December 31, 2007, representing a decrease in working capital of $302,878.

We have sufficient funds on hand to fund our current operations for the first six months of fiscal 2009. We anticipate that we will operate at a loss for the foreseeable future. Our management has continued to provide capital through equity financing.

During the year ended December 31, 2008 we received net proceeds of $347,188 upon exercise of 5,250,000 warrants.

In November 2008 we subscribed for an unsecured convertible debenture (the "Debenture") of Desert Gold Ventures Inc. ("Desert Gold"), a publicly traded mineral resource company listed for trading on the TSX Venture Exchange in the principal amount of $500,000. The Debenture carries interest at a rate of 10% per annum and was to mature on April 30, 2009 and was subsequently extended for an additional 60 days. Pursuant to the terms of the Debenture, at any time prior to the maturity date, we may, at our sole option, convert all or any part of the principal amount of the Debenture and any unpaid interest thereon into units of Desert Gold at price per unit (each, a "Unit") of $0.50. Each Unit consists of one common share of Desert Gold and one common share purchase warrant (the "Warrant"). Each Warrant entitles us to purchase one common share of Desert Gold at a price of $0.60 for a term of six months fr om the date of issue of such Warrant.

Subsequent to the year ended December 31, 2008 we raised a total of US$250,000 pursuant to a private placement of 2,500,000 units at a price of US$0.10 per unit, with each unit consisting of one common share and one share purchase warrant entitling the holder to purchase one additional common share, exercisable for a period of two years at a price of US$0.13 per share.

During the year ended December 31, 2007 we issued an aggregate of5,250,000 units at a price of US$0.05 per unit, for gross proceeds of US$262,500. Each unit consists of one common share and one share purchase warrant, which entitles the holder to purchase, for a period of two years, one additional common share at an exercise price of US$0.065. A cash finder's fee of US$21,000 was paid in conjunction with this placement. We also issued 1,000,000 common shares upon the exercise of share purchase warrants for net proceeds of $132,420.

We will likely have more capital requirements for any material business acquisition and will therefore be required to raise additional funds. In addition, if our plans change, our assumptions change or prove inaccurate, or our capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, we may be required to seek additional financing. Although we have previously been successful in raising the funds required for our operations, there can be no assurance that we will have sufficient financing to meet our future capital requirements or that additional financing will be available on terms acceptable to us in the future.

Research and Development, Patents and Licenses, Etc.

Not applicable

Trend Information

We do not know of any other trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity either materially increasing or decreasing at present or in the foreseeable future.

Off Balance Sheet Arrangements

We do not utilize off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

We did not have any contractual obligations as at December 31, 2008.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

The following is a list of our directors and senior officers as at June 3, 2009, their municipalities of residence, their current positions with us and their principal occupations during the past five years.


Name and Municipality of Residence	Position(s) with the Company	Terms of the Various Offices Held	Principal Occupation
Lucky Janda⁽¹⁾ Richmond, BC Canada	President and Director	President and Chief Executive Officer since April 8, 2008.	Independent businessman with over 20 years experience in public companies and real estate development.
Parmjeet Johal⁽²⁾ North Vancouver, BC Canada	Director	Director since June 29, 2006.	Pharmacist since 1984, proprietor of a pharmacy.
Harpreet Janda^{(1) (2)} Richmond, BC Canada	Chief Financial Officer, Secretary and Director	Chief Financial Officer, Secretary and Director since May 26, 2006.	Chief Financial Officer, MaxTech Ventures Inc. from May 26, 2006 to May 22, 2007. Account executive with Purolator Courier.
Sandeep Poonia⁽²⁾ Richmond, BC Canada	Director	Director since June 19, 2008	Independent business and real estate developer.

(1)

Harpreet Janda is the nephew of Lucky Janda.

(2)

Denotes member of our Audit Committee.

Directors were elected at our last annual general meeting held on June 17, 2008 and serve until our next annual general meeting of shareholders, or until their successors are appointed. Our next annual meeting of shareholders is scheduled for June 19, 2009, at which the current slate of directors have been nominated for re-election to the Board of Directors. Officers are appointed by the Board of Directors and serve at the pleasure of the board.

Conflicts of Interest

There are no existing or potential conflicts of interest among our directors, officers or promoters as a result of their outside business interests with the exception that certain of our directors, officers and promoters serve as directors, officers and promoters of other companies, and, therefore, it is possible that a conflict may arise between their duties as a director, officer or promoter of the company and their duties as a director or officer of such other companies.

Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and we will rely upon such laws in respect of any directors' and officers' conflicts of interest or in respect of any breaches of duty by any of our directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the BCBCA, and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

All of our directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties including properties in countries where we are conducting our operations. Such associations may give rise to conflicts of interest from time to time. Such a conflict poses the risk that we may enter into a transaction on terms which place us in a worse position than if no conflict existed. Our directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interest which they may have in any project or opportunity of the company. However, each director has a similar obligation to other companies for which such director serves as an officer or director. We have no specific internal policy governing conflicts of interest.

Executive Compensation

The following table sets forth all annual and long term compensation for services in all capacities to us during the fiscal year ended December 31, 2008 and in the preceding two financial years, as applicable, in respect of each of the Chief Executive Officer and Chief Financial Officer and the other three most highly compensated executive officers as of December 31, 2008.

Name and Principal

Position

Fiscal

Year End

Annual Compensation

Long-Term Compensation

All

Other

Compensation

($)

Awards

Payouts

Salary

($)

Bonus

($)

Other

Annual

Compen-sation

($)

Securities Under Options/

SARs Granted

(#)

Shares or Units Subject to Resale Restrictions

($)

LTIP

Payouts

($)

Lucky Janda⁽¹⁾

President

2008

Nil

N/A

Nil

Curt Huber⁽²⁾

Former President

2008

2007

Nil

N/A

Nil

Harpreet Janda

Chief Financial Officer

2008

2007

Nil

N/A

Nil

(1)

Lucky Janda was appointed as President and a director effective April 8, 2008, upon the resignation of Curt Huber.

(2)

Curt Huber resigned as President effective April 8, 2008.

Long-Term Incentive Plans – Awards in Most Recently Completed Fiscal Year

We have no Long-Term Incentive Plan in place and therefore there were no awards made under any long-term incentive plan to the Named Executive Officers during our most recently completed financial year. A “Long-Term Incentive Plan” is a plan providing compensation intended to motivate performance over a period of greater than one financial year, other than a plan for options, SAR’s (stock appreciation rights) or compensation through shares or units that are subject to restrictions on resale.

Option/SAR Grants During The Most Recently Completed Financial Year

No stock options were granted under our Stock Option Plan during the most recently completed financial year, to the Named Executive Officers.

Aggregated Option/SAR Exercises During The Most Recently Completed Financial Year

And Financial Year-End Option/SAR Values

No incentive stock options were exercised by the Named Executive Officers during the most recently completed financial year. As of the year ended December 31, 2008 there were no stock options held by the Named Executive Officers.

Termination of Employment, Change in Responsibilities and Employment Contracts

As at December 31, 2008 no employment contracts existed between us and the Executive Officers.

There are no compensatory plans or arrangements with respect to the Named Executive Officers resulting from the resignation, retirement or other termination of employment or from a change of control of our company.

Compensation of Directors

No cash compensation was paid to any director for the director’s services as a director during the financial year ended December 31, 2008, other than the reimbursement of out-of-pocket expenses. We have no standard arrangement pursuant to which directors are compensated by us for their services in their capacity as directors except for the granting from time to time of incentive stock options. During the most recently completed financial year, no incentive stock options were granted to directors, including directors who are Named Executive Officers.

Stock Options

There are no outstanding stock options held by our directors and officers as at December 31, 2008.

Board Practices

Our board of directors consists of four members, the terms of which expire at the general meeting of shareholders to be held in each year. The information regarding the term each director has served in office in “Item 6.A – Directors and Senior Management” is hereby incorporated by reference in response to this item 6.C. Directors are elected by a majority of the votes of our common shares present in person or represented by proxy at our annual meeting of shareholders and entitled to vote at such election. Each director will hold office until his or her term expires or until he or she resigns. Executive officers serve at the discretion of the Board. Officers are elected at the annual meeting of the directors held immediately after the annual general meeting of shareholders. The directors hold regularly scheduled meetings at which members of management are not in attendance.

None of our directors have entered into service contracts with us or any of our subsidiaries that provide for benefits upon their termination as a director.

We have granted and intend to continue to grant stock options to employees, directors, officers and consultants on terms and conditions established by the board of directors at the time of the grant and in accordance with our stock option plan and prevailing Exchange policy. Except as disclosed above under “Compensation of Directors”, our directors do not receive any monies for serving in their capacity as directors and there is currently no arrangement for the payment of any compensation in the future.

We have the following committees of the Board:

Audit Committee

The audit committee is comprised of at least three directors, the majority of whom are not employees, control persons or officers or any of our associates or affiliates. The Board appoints or re-appoints an audit committee after each annual shareholders’ meeting.

The Board of Directors has set up an audit committee which consists of Messrs. Sandeep Poonia, Parmjeet Johal and Harpreet Janda. The audit committee engages on our behalf the independent public accountants to audit our annual financial statements, and reviews and approves the planned scope of the annual audit.

At present, two of the Audit Committee members (Sandeep Poonia and Parmjeet Johal) are considered “independent” as that term is defined in applicable securities legislation. Harpreet Janda is not considered independent as he is a CFO of the Company.

All three of the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements.

Relevant Education and Experience

All of the Audit Committee members are senior-level businessmen with extensive experience in financial matters; each has a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour. In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors of public companies other than the Company.

Employees

We presently have no employees.

Share Ownership

The following table sets forth the common share ownership of each of our officers and directors. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.


Name	Number of Common Shares Owned	Positions	Percentage of Outstanding Common Shares^[1]
Lucky Janda^[2]	735,000	President and Director	4.49%
Harpreet Janda^[3]	575,000	Chief Financial Officer, Secretary and Director	3.51%
Sandeep Poonia^[4]	170,000	Director	1.04%
Parmjeet Johal^[5]	50,000	Director	0.31%
ALL DIRECTORS AND SENIOR OFFICERS AS A GROUP(3 persons)	1,530,000		9.35%

[1]

Based on diluted issued and outstanding share capital of 16,373,372 common shares as of June 3, 2009.

[2]

Included in Lucky Janda’s shareholdings is (i) an incentive stock option to purchase up to 575,000 common shares at a price of US$0.15 per share, exercisable on or before April 8, 2014, which options are held indirectly by Lucky Janda through a wholly-owned private company; and (ii) share purchase warrants to purchase up to 40,000 common shares at a price of US$0.13 per share on or before April 20, 2011.

[3]

Included in Harpreet Janda’s shareholdings is an incentive stock option to purchase up to 575,000 common shares at a price of US$0.15 per share, exercisable on or before April 8, 2014, which options are held indirectly by Harpreet Janda through a wholly-owned company.

[4]

Included in Sandeep Poonia’s shareholdings is: (i) an incentive stock option to purchase up to 50,000 common shares at a price of US$0.15 per share, exercisable on or before April 8, 2014; and (iv) share purchase warrants to purchase up to 40,000 common shares at a price of US$0.13 per share on or before April 20, 2011.

[5]

Included in Parmjeet Johal’s shareholdings is an incentive stock option to purchase up to 50,000 common shares at a price of US$0.15 per share, exercisable on or before April 8, 2014.

Stock Option Plan

We adopted a new Stock Option Plan (the “Plan”), which Plan was approved by the shareholders at our annual meeting held on June 17^th, 2008. Pursuant to the Plan we are permitted to grant up to 10% of our issued and outstanding shares for issuance to directors, officers, employees and consultants at prices set in accordance with the policies of the CNSX. As of the date of this registration statement, there were no options outstanding; however, we may in the future grant options to key individuals.

The purpose of the Plan is to provide incentive to employees, officers, directors, management company employee and consultants who provide services to us and reduce the cash compensation we would otherwise have to pay.

The Plan is administered by the Board or, if the Board so elects, by a committee appointed by the Board. The Plan provides that options will be issued pursuant to option agreements (“Option Agreements”). No optionee under the Plan shall be granted an option which exceeds the maximum number permitted by the CNSX. Options issued pursuant to the Plan will have an exercise price determined by the Board of Directors provided that it is not less than the price permitted by the CNSX, or, if our shares are no longer listed on the CNSX, then such other exchange or quotation system on which our shares are listed or quoted for trading.

Options granted under the plan shall, unless sooner terminated, expire on a date to be determined by the Board which will not be later than 5 years from the day the option is granted or 90 days from the date the optionee ceases to be a director, officer, consultant, employee or a management company employee, unless such optionee was engaged in investor relations activities in which case, only within 30 days after the cessation of his services to us.

In the event of death of an optionee, options held by such optionee will expire the earlier of 5 years from the date of grant or one year from the date of such death.

As at the date of this Annual Report, all stock options previously granted to our directors and executive officer have been cancelled.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

A.1.a

Holdings by Major Shareholders

The following table sets forth the shareholdings of those persons who own of record or are known to us to own beneficially, directly or indirectly, or exercise control or direction over, more than 5% of our issued and outstanding common shares as at the date of this annual report:

Identity of Person or Group

Type of Ownership

Amount Owned

Percent of Class⁽¹⁾

Nuryn Hudan

TNB Enterprises Ltd.

Direct

1,050,000

6.98%

⁽¹⁾

Based on 15,043,372 shares outstanding at June 3, 2009.

A.2

Canadian Share Ownership

The following table indicates the approximate number of Canadian record holders of common shares and the portion and percentage of common shares held in Canada as at May 31, 2009:


Total Number of Holders	Number of Canadian Holders	Number of Common Shares Held in Canada	Percentage of Common Shares Held in Canada
28	23	12,747,616	84.74%

U.S. share Ownership

The following table indicates the approximate number of record holders of common shares with United States addresses and the portion and percentage of common shares held in the United States as at May 31, 2009:


Total Number of Holders	Number of U.S. Holders	Number of Common Shares Held in the U.S.	Percentage of Common Shares Held in the U.S.
28	2	645,756	4.29%

The computation of the number and percentage of common shares held in the United States is based upon the number of common shares held by record holders with United States addresses and by trusts, estates or accounts with United States addresses as disclosed to us following inquiry to all record holders known to us to be trustees, executors, guardians, custodians or other fiduciaries holding common shares for one or more trusts, estates or accounts. United States residents may beneficially own common shares held of record by non-United States residents.

A.3

Control of the Corporation

We are a publicly owned Canadian company, the shares of which are owned by Canadian residents, U.S. residents and other foreign residents. To the best of our knowledge, we are not directly or indirectly owned or controlled by another corporation, any foreign governments or any other natural or legal person, jointly or severally.

A.4

Change in Control Arrangements

We are not aware of any arrangements the operation of which may at a subsequent date result in a change of control of our company.

Related Party Transactions

Other than as disclosed in Item 6.B – “Directors, Senior Management and Employees – Compensation” and the transactions set forth below, there are no related party transactions or proposed transactions involving any insider, proposed nominee for election as director, or associate or affiliate of an insider, that have occurred during our three most recently completed fiscal years or during the period since the end of our most recently completed fiscal year. There are no debts owing directly or indirectly to us by any director or officer, or by an associate of any director or officer.

During the fiscal year ended December 31, 2008 and December 31, 2007, we entered into the following transactions with related parties:

(a)

During the year ended December 31, 2008, a company controlled by the President charged $45,000 in management and administrative fees and $45,000 in rental expense (2007 - $Nil). At December 31, 2008 a total of $52,500 is owed for these expenses (2007 - $Nil).

(b)

During the year ended December 31, 2008, we owed $22,441 (2007- $22,441) to a company controlled by the spouse of our President.

It is the opinion of management that the terms of these transactions are favourable to us and in our best interest. Management also believes that we could not have obtained, through arms-length negotiations, a more favourable arrangement from an unrelated third party.

Interests of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL INFORMATION

Financial Statements and Other Financial Information

Attached hereto are our audited financial statements, consisting of balance sheets as at December 31, 2008 and 2007, and statements of operations and deficit, statements of shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2008 along with related notes and Auditor’s Report and Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences. See Item 17 – “Financial Statements”.

Legal Proceedings

There are no material legal or arbitration proceedings to which we were a party or in respect of which our property is subject. Our management has no knowledge of any legal proceedings in which we may be involved or that are contemplated by governmental authorities or otherwise.

Dividend Policy

No dividends have been paid on any class of our shares since the date of our incorporation and we are not contemplating that any dividends will be paid in the immediate or foreseeable future.

Significant Changes

The following changes occurred subsequent to December 31, 2008:

Effective April 27, 2009 we changed the trading of the reporting currency from US dollars to Canadian dollars. The change in reporting currency is to better reflect our business activities.

On May 4, 2009 we entered into a Purchase Agreement with Soraje Holdings Ltd., a private British Columbia company, whereby we agreed to purchase a development property located at 8670, 158^th Street, Surrey, British Columbia, and legally described as Lot C, Plan 15650, Section 26, Township 2, New Westminster Land District, PID-010-114-386, which property is approximately 30,500 square feet (the “Property”). Pursuant to the terms of the Purchase Agreement, a non-refundable deposit of $10,000 is payable and a feasibility study on the Property is to be completed on or before August 4, 2009. Completion of the sale of the Property is scheduled to take place on May 4, 2010, at which time the balance of the purchase price in the amount of $667,000 must be paid. Pursuant to the terms of the Purchase Agreement, the Purchase Agreement may be assigned by us to our wholly-owned subsidiary, InCana Investments Inc. without prior approv al of the seller. The transaction is a non-arm’s length transaction as Soraje Holdings Ltd. is owned by a family member of Lucky Janda, our President and Chief Executive Officer.

On May 21st we received an interim order from the Supreme Court of British Columbia authorizing us to convene an annual and special meeting (the "Meeting") of our shareholders for the purpose of, among other things, considering and approving a plan of arrangement (the "Arrangement"). Under the Arrangement, we will transfer to InCana Investments Inc. ("InCana"), our wholly-owned subsidiary, $100,000 and all of our interest in and to the single family residential zoned property (the "Property") located in Surrey, British Columbia, approximately 35 kilometers from Vancouver, British Columbia, in exchange for common shares of InCana, which will be distributed to our shareholders pursuant to the Arrangement. Upon closing of the Arrangement, each shareholder, as of the record date, set out in the Arrangement, will receive one new common share in our capital and ourpro-ratashare of the InCana common shares to be distributed under the Arrangement for each currently held share in our share capital.

The formation of InCana will give our shareholders a direct interest in a new real estate development company that will focus on financing and developing the Property and identifying and acquiring additional real estate properties in high-growth locations. Our management has determined that the formation of InCana to hold the Property will facilitate separate development strategies for the Property required to move the Property forward. Additionally, new management will be established for InCana that will have knowledge and expertise specific to the real estate industry.

The Meeting, which had been previously scheduled for June 8, 2009, was postponed in order to allow for additional time to prepare and finalize our meeting materials. The Meeting will be held on June 19, 2009 at 10:00 a.m. (Vancouver time) at our office at 1250 West Hasting Street, Vancouver, British Columbia.

Full particulars of the Arrangement are set forth in the Arrangement Agreement dated May 19^th, 2009, a copy of which is attached to this Form 20-F as Exhibit 4. Our Information Circular dated May 19, 2009 and attached exhibits has been electronically filed with the Canadian regulators using the System for Electronic Document Analysis and Retrieval (SEDAR); a copy of which can be viewed online at www.sedar.com.

ITEM 9.

THE OFFER AND LISTING

Offer and Listing Details

We have been trading on the CNSX under the trading symbol “AAS” since December 17, 2003. CNSX is a stock market designed for trading the equity securities of emerging companies. Information regarding CNSX can be obtained from their website at www.cnsx.ca. Our shares have also been quoted on the OTC Bulletin Board under the trading symbol “ARRRF” since November 19, 1997.

Previously, our common shares were listed traded on the TSX Venture Exchange, until we voluntarily delisted on July 29, 2003.

On December 31, 2008, 12,543,372 common shares were outstanding. The closing price of our common shares on the CNSX on December 31, 2008 was US$0.625.

The following summarizes the reported high and low prices for our shares on the CNSX for the periods indicated:


	High	Low
Monthly Stock Prices	$	$
May 2009	0.13 Cdn.	0.13 Cdn.
April 2009	0.10 Cdn. 0.24 US	0.10 Cdn. 0.20 US
March 2009	0.15 US	0.15 US
February 2009	0.13 US	0.13 US
January 2009	0.30 US	0.20 US
December 2008	0.50 US	0.50 US
Quarterly Stock Prices
Fiscal 2008	US$	US$
Fourth Quarter	0.75	0.45
Third Quarter⁽¹⁾	0.90	0.75
Second Quarter	0.73	0.55
First Quarter	0.59	0.59
Fiscal 2007	US$	US$
Fourth Quarter	0.70	0.50
Third Quarter⁽¹⁾	0.50	0.06
Second Quarter	0.22	0.20
First Quarter	0.21	0.20
Annual Stock Prices	US$	US$
Fiscal 2008
Fiscal 2007⁽¹⁾	0.40	0.26
Fiscal 2006	0.39	0.11
Fiscal 2005⁽²⁾	0.30	0.05
Fiscal 2004	0.35	0.09
Fiscal 2003^{(3) (4)}	0.25	0.21

(1)

Our shares were consolidated on the basis of five old shares for one new share on July 5, 2007.

(2)

Our shares were consolidated on the basis of four old shares for one new share on July 7, 2005.

(3)

We commenced trading on the CNSX on December 17, 2003.

(4)

Our shares were consolidated on the basis of three old shares for one new share on September 23, 2003.

(5)

Effective April 27, 2008, trading our reporting currency changed from US dollars to Canadian dollars to better reflect our business activities.

Plan of Distribution

Not applicable.

Markets

Our common shares trade on the OTCBB Market under the trading symbol “ARRRF”, and on the CNSX under the trading symbol “AAS”.

Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

ITEM 10.

ADDITIONAL INFORMATION

Share Capital

Not applicable.

Memorandum and Articles of Association

Securities Register

We maintain at Computershare Trust Company of Canada (“transfer agent”) a securities register in which we record the securities issued by us in registered form, showing with respect to each class or series of securities:

the names, alphabetically arranged and the latest known address of each person who is or has been a security holder;

the number of securities held by each security holder; and

the date and particulars of the issue and transfer of each security.

The transfer agent keeps information relating to a security holder that is entered in the securities register for at least seven years after the security holder ceases to be a security holder.

Registration

We were incorporated pursuant to theBritish Columbia Company Act (the predecessor statute to theBritish Columbia Business Corporations Act) by memorandum and articles filed with the British Columbia Registrar of Companies under incorporation number 333274. There are no restrictions on the type of business which may be carried out by us in our memorandum and articles and our objects and purposes are not set out in our memorandum and articles.

Powers of Directors

Approval and Voting

A director or senior officer who holds a disclosable interest (as that term is used in theBusiness Corporations Act) in a contract or transaction into which we have entered or propose to enter is:

liable to account to us for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in theBusiness Corporations Act.

not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by theBusiness Corporations Act.

Remuneration and Expenses

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee as such, who is also a director.

Borrowing

If authorized by the directors, we may:

(1)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that we consider appropriate;

(2)

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation or any other person and at such discounts or premiums and on such other terms as we consider appropriate;

(3)

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of our present and future assets and undertaking.

Any bonds, debentures or other debt obligations may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at our general meetings, appointment of directors or otherwise and may by their terms be assignable free from any equities between us and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

Qualification

A director is not required to hold a share in our capital as qualification for his or her office but must be qualified as required by theBusiness Corporations Act to become, act or continue to act as a director.

TheBusiness Corporations Act states that

(1)

A person must not become or act as a director of a company unless that person is an individual who is qualified to do so.

(2)

An individual is not qualified to become or act as a director of a company if that individual is

(a)

under the age of 18 years,

(b)

found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs,

(c)

an undischarged bankrupt, or

(d)

convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless

(i)

the court orders otherwise,

(ii)

5 years have elapsed since the last to occur of

(A)

the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,

(B)

the imposition of a fine,

(C)

the conclusion of the term of any imprisonment, and

(D)

the conclusion of the term of any probation imposed, or

(iii) a pardon was granted or issued under the Criminal Records Act (Canada).

(3)

A director who ceases to be qualified to act as a director of a company must promptly resign.

Description of Securities

Common Shares

We are authorized to issue an unlimited number of common shares without nominal or par value of which, as at June 3, 2009, 15,043,372 common shares are issued and outstanding as fully paid and non-assessable. At June 3, 2009 there were 2,500,000 share purchase warrants outstanding, each warrant being exercisable to purchase an additional common share in our capital at a price of US$0.13 per share until April 21, 2011. At May 31, 2008, there were no common shares reserved under our stock option plan.

The holders of the common share are entitled to vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote, and on every poll taken at every such meeting, or adjourned meeting, every holder of common shares shall be entitled to one vote in respect of each common share held.

Annual and Extraordinary General Meetings

Unless an annual general meeting is deferred or waived in accordance with theBusiness Corporations Act, we must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

Notice of Meetings

We must send notice of the date, time and location of any meeting of shareholders, in the manner provided in our Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to our auditor, unless our Articles otherwise provide, at least the following number of days before the meeting:

(1)

if and for so long as we are a public company, 21 days;

(2)

otherwise, 10 days.

Material Contracts

During the year ended December 31, 2008 and subsequent to that date we entered into the following material contracts:

Asset Purchase and Sale Agreement dated October 31, 2008 whereby we acquired from TJJ Holdings Inc., a British Columbia private company, 22 mineral claims located approximately 30 miles northeast of Atlin, British Columbia in the Atlin Mining District for aggregate consideration of US$250,000.

Arrangement Agreement dated May 19^th, 2009 with InCana Investments Inc. related to a plan of arrangement pursuant to which we will transfer to InCana Investments Inc. ("InCana"), our wholly-owned subsidiary, $100,000 and all of our interest in and to the single family residential zoned property (the "Property") located in Surrey, British Columbia, approximately 35 kilometers from Vancouver, British Columbia, in exchange for common shares of InCana, which will be distributed to our shareholders pursuant to the Arrangement.

Copies of the material contract may be inspected at our office at 1250 West Hastings Street, Vancouver, British Columbia, Canada V6E 2M4, during normal business hours.

Exchange Controls

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of our common stock. See “Taxation” below.

TheInvestment Canada Act requires a non-Canadian making an investment which would result in the acquisition of control of a Canadian business, the gross value of the assets of which exceed certain threshold levels or the business activity of which is related to Canada’s cultural heritage or national identity, to either notify, or file an application for review with, Investment Canada, the federal agency created by theInvestment Canada Act.

The notification procedure involves a brief statement of information about the investment on a prescribed form, which is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada’s cultural heritage and national identity.

If an investment is reviewable under the Act, an application for review in the form prescribed is normally required to be filed with Investment Canada prior to the investment taking place and the investment may not be implemented until the review has been completed and the Minister responsible for Investment Canada is satisfied that the investment is likely to be of net benefit to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, must divest himself of control of the business that is the subject of the investment.

Taxation

The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects our opinion. The discussion of Canadian federal income considerations is not exhaustive of all possible Canadian federal income tax considerations and does not take into account provincial, territorial or foreign tax considerations. It is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder of common shares. Prospective purchasers of our common shares, including non-resident insurers carrying on business in Canada, are advised to consult with their advisors about the income tax consequences to them of an acquisition of common shares. The discussion of Canadian federal income considerations assumes that holders of common shares hold their common shares as capital property, deal at arm’s length with us, are not “financial institutions” as defined in theInco me Tax Act (Canada) (the “Tax Act” or “ITA”), and do not use or hold their common shares in, or in the course of, carrying on a business in Canada.

The discussion of Canadian federal income considerations is based on the current provisions of theIncome Tax Act and the regulations under theIncome Tax Act, all proposed amendments to theIncome Tax Act and theIncome Tax Act regulations announced by the Minister of Finance, Canada, the current administrative and assessing policies of the Canada Customs and Revenue Agency, and the provisions of the Canada-U.S. Income Tax Treaty (1980). It has been assumed that any proposed amendments to theIncome Tax Act and the Income Tax Act regulations will be enacted in substantially their present form.

The anticipated tax consequences may change, and any change may be retroactively effective. If so, this summary may be affected. Further, any variation or difference from the facts or representations recited here, for any reason, might affect the following discussion, perhaps in an adverse manner, and make this summary inapplicable.

Canadian Federal Income Tax Considerations

If a non-resident were to dispose of our common stock to another Canadian corporation which deals or is deemed to deal on a non-arm’s length basis with the non-resident and which, immediately after the disposition, is connected with us (i.e., which holds shares representing more than 10% of the voting power and more than 10% of the market value of all our issued and outstanding shares), the amount by which the fair market value of any consideration (other than any shares of the purchaser corporation) exceeds the paid-up capital of the common stock sold will be deemed to be taxable as a dividend paid by the purchasing corporation, either immediately or eventually by means of a deduction in computing the paid-up capital of the purchasing corporation, and subject to withholding taxes as described below.

Under the Tax Act, a gain from the sales of common stock by a non-resident will not be subject to Canadian tax, provided the shareholder (and/or persons who do not deal at arm’s length with the shareholder) have not held a “substantial interest” in our company (25% or more of the shares of any class of our stock) at any time in the five years preceding the disposition. Generally, the Tax Convention will exempt from Canadian taxation any capital gain realized by the resident of the United States, provided that the value of the common stock is not derived principally from real property situated in Canada.

Dividends

In the case of any dividends paid to non-residents, the Canadian tax is withheld by us, only the net amount to the shareholder is remitted. By virtue of Article X of the Tax Convention, the rate of tax on dividends paid to residents of the United States is generally limited to 15% of the gross dividend (or 5% in the case of certain corporate shareholders owing at least 10% of our voting shares). In the absence of the treaty provisions, the rate of Canadian withholding tax imposed on non-residents is 25% of the gross dividend. Stock dividends received by non-residents from us are taxable by Canada as ordinary dividends.

Where a holder disposes of common stock to us (unless we acquired the common stock in the open market in the manner in which shares would normally be purchased by any member of the public) will result in a deemed dividend to the U.S. holder equal to the amount by which the consideration paid by us exceeds the paid-up capital of such stock, the amount of such dividend will be subject to withholding tax as described above.

Capital Gains

A non-resident of Canada is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a class that is listed on a prescribed stock exchange unless the share represents “taxable Canadian property” to the holder thereof. A common share of our company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arm’s length, or the non-resident holder and persons with whom he/she did not deal at arm’s length owned 25% or more of the issued shares of any class or series of our stock. In the case of a non-resident holder to whom our shares represent taxable Canadian property and who is resident in the United States, no Canadian tax will be payable on a capital gain realized on such shares by reason of the Canada-United States Income Tax Conv ention 1980 (the “Treaty”) unless the value of such shares is derived principally from real property situated in Canada or the non-resident holder previously held the share while resident in Canada. However, in such a case, certain transitional relief under the Treaty may be available.

Repurchase of Common Shares

If we repurchase our common shares from a holder of our common shares (other than a purchase of common shares on the open market in a manner in which shares would be purchased by any member of the public in the open market), the amount paid by us that exceeds the “paid-up capital” of the shares purchased will be deemed by theIncome Tax Act to be a dividend paid by us to the holder of our common shares. The paid-up capital of our common shares may be less than the holder’s cost of its common shares. The tax treatment of any dividend received by a holder of our common shares has been described above under “Dividends on Our Common Shares.”

A holder of our common shares will also be considered to have disposed of its common shares purchased by us for proceeds of disposition equal to the amount received or receivable by the holder on the purchase, less the amount of any dividend as described above. As a result, this holder of our common shares will generally realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any costs of disposition and adjusted for any deemed dividends, exceed (or are exceeded by) the adjusted cost base of these shares. The tax treatment of any capital gain or capital loss has been described above under “Disposition of the Company’s Common Shares.”

U.S. Federal Income Tax Consequences

The following is a general discussion of certain possible U.S. federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of our shares. This discussion is of a general nature only and does not take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of shares issued by us, and no opinion or representation with respect to the U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made. Accordingly, U.S. Holders and prospective U.S. Holders of common shares issued by us should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares issued by us.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares issued by us who is (i) a citizen or individual resident of the U.S., (ii) a corporation created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate whose income is taxable in the U.S. irrespective of source or (iv) a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described Section 7701(a)(30) of the Code. If a partnership or other “pass-through” entity treated as a partnership for U.S. federal income tax purposes holds shares issued by us, the U.S. federal income tax treatment of the partners or owners of such partnership or other pass-through entity generally will depend on the status of such partners or owners and the activities of such partnership or pass-through entity.

Persons Not Covered

This summary does not address the U.S. federal income tax consequences to persons (including persons who are U.S. Holders) subject to special provisions of U.S. federal income tax law, including (i) persons who are tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities, (ii) persons who have a “functional currency” other than the U.S. dollar, (iii) persons subject to the alternative minimum tax, (xi) persons who own their common shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, (iv) persons who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services, (v) persons that own an interest in an entity that owns common shares, (vi) persons who own, exercise or dispose of any options, warrants or other rights to acquire common shares, (vii) persons who are partners or owners of partnerships or other pass-through entities or (viii) persons who own their common shares other than as a capital asset within the meaning of Section 1221 of the Code.

Distributions Made by the Corporation to U.S. Holders

General Rules. U.S. Holders receiving distributions (including constructive distributions) with respect to common shares issued by us are required to include in gross income as a dividend for U.S. federal income tax purposes the gross amount of such distributions (without reduction for any Canadian income tax withheld from such distributions), equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits. To the extent that distributions from us exceed our current and accumulated earnings and profits, such distributions will be treated first as a return of capital, to the extent of the U.S. Holder’s adjusted basis in the shares, and thereafter as gain from the sale or exchange of the shares. (See more detailed discussion at “Disposition of Shares” below). Any Canadian tax withheld from a distrib ution by us may be credited, subject to certain limitations, against the U.S. Holder’s U.S. federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s U.S. federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below).

Currency Gain or Loss. In the case of foreign currency received as a distribution that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividend may be Eligible for Reduced Tax Rate. For taxable years beginning after December 31, 2002 and before January 1, 2009, dividends received by U.S. Holders that are individuals, estates or trusts from “qualified foreign corporations,” as defined in Section 1(h)(11) of the Code, generally are taxed at the same preferential tax rates applicable to long-term capital gains. Although not free from doubt, it appears that we would be a “qualified foreign corporation,” as defined in Section 1(h)(11) of the Code pursuant to the U.S. Canada income tax treaty if we are not a Passive Foreign Investment Company (“PFIC”). A corporation that is properly described as a PFIC, Foreign Personal Holding Company (defined below), or a Foreign Investment Company (defined below) for its taxable year during which it pays a dividend, or for its immediately preceding taxable year, will not be treated as a “qualifying for eign corporation” and dividends received by U.S. Holders that are individuals, estates or trusts generally will be subject to U.S. federal income tax at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).

Dividends not Eligible for Dividends Received Deduction. Dividends paid by us generally will not be eligible for the “dividends received deduction” allowed to corporate shareholders receiving dividends from certain U.S. corporations. Under certain circumstances, a U.S. Holder that is a corporation and that owns shares representing at least 10% of the total voting power and the total value of shares issued by us may be entitled to a 70% deduction of the “U.S. source” portion of dividends received from us (unless we qualify as a “Foreign Personal Holding Company” or a “PFIC” as defined below). The availability of the dividends received deduction is subject to several complex limitations that are beyond the scope of this discussion, and U.S. Holders of shares issued by us should consult their own financial advisor, legal counsel or accountant regarding the dividends received deduction .

Dividend Paid to Shareholder who Made QEF Election may be Exempt from Tax. Generally, shareholders are not subject to additional income taxation on distributions made by a PFIC to the extent of the shareholder’s basis in the corporation’s shares if a Qualified Electing Fund (“QEF”) election is in effect. (Please see the QEF election discussion below.) A shareholder’s basis in this situation is usually equal to the cost of purchasing the shares plus the amount of the corporation’s income that was reported on the shareholder’s return pursuant to the QEF election less any prior distributions made by the corporation to the shareholder. Again, these rules are subject to several exceptions that are beyond the scope of this discussion. U.S. Holders of shares issued by us should consult their own financial advisor, legal counsel or accountant regarding whether dividends paid by us to them will be exempt from federal income tax if a QEF election is made.

Disposition of Shares

General Rule. A U.S. Holder will recognize gain or loss upon the sale or other taxable disposition of shares issued by us equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the shares. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the shares are held for more than one year.

Reduced Tax Rate. Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation (other than a corporation subject to Subchapter S of the Code). Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted. Sales of PFIC stock are not eligible for the reduced long-term capital gains rates that are usually applicable to sales of stock unless the shareholder made a QEF election regarding such shares.

The Corporation may be a Passive Foreign Investment Company

General Discussion. It is highly likely that we will be classified as a passive foreign investment company (“PFIC”) from time to time for U.S. federal income tax purposes. A non-U.S. corporation is classified as a PFIC whenever it satisfies either the asset test or the income test. This determination is not binding on U.S. Holders or the IRS and there can be no assurance that the IRS will not challenge this determination. A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to numerous special U.S. federal income taxation rules and may elect to be taxed under two alternative tax regimes. The following is a discussion of these three sets of special rules applied to U.S. Holders of shares issued by us. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defin ed below) and a U.S. Holder owns, actually or constructively, 10 % or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at “Controlled Foreign Corporation” below).

Definition of PFIC. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. and, for any taxable year, either (a) 75% or more of its gross income is “passive income” or (b) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. However, gains resulting from commodities transactions are generally excluded from the definition of passive income if “substantially all” of a merchant’s, producer’s or handler’s business is as an active merch ant, producer or handler of such commodities. For purposes of the PFIC income test and the assets test, if a foreign corporation owns (directly or indirectly) at least 25% by value of the stock of another corporation, such foreign corporation shall be treated as if it (a) held a proportionate share of the assets of such other corporation, and (b) received directly its proportionate share of the income of such other corporation. Also, for purposes of such PFIC tests, passive income does not include any interest, dividends, rents or royalties that are received or accrued from a “related” person to the extent such amount is properly allocable to the income of such related person which is not passive income. For these purposes, a person is related with respect to a foreign corporation if such person “controls” the foreign corporation or is controlled by the foreign corporation or by the same persons that control the foreign corporation. For these purposes, “con trol” means ownership, directly or indirectly, of stock possessing more than 50% of the total voting power of all classes of stock entitled to vote or of the total value of stock of a corporation

Generally Applicable PFIC Rules. If a U.S. Holder does not make a timely election to be taxed in conformity with the Mark-to-Market rules or the QEF rules during a year in which it holds (or is deemed to have held) shares issued by us while we are a PFIC (a “Non-Electing U.S. Holder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his common shares and (ii) certain “excess distributions” (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holder’s holding period) by us.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his common shares and all excess distributions on his common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with r espect to such balance.

If we are a PFIC for any taxable year during which a Non-Electing U.S. Holder holds shares issued by us, then we will continue to be treated as a PFIC with respect to such common shares, even if we cease meeting the definition of a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Market-to-Market Election. U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to the market (a “market-to-market election”). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to our common shares. A U.S. Holder who makes the mark-to market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of our common shares as of the c lose of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for our shares included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in his shares will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election.

QEF Election. A U.S. Holder who makes a timely QEF election (an “Electing U.S. Holder”) regarding his shares issued by us will be subject, under Section 1293 of the Code, to current U.S. federal income tax for any taxable year in which we qualify as a PFIC on his pro rata share of our (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) our taxable year ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of our net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of our annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.

The procedure a U.S. Holder must comply with in making an effective QEF election, and the U.S. federal income tax consequences of the QEF election, will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which we are a PFIC. If the U.S. Holder makes a QEF election in such first year,i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate QEF election documents at the time the U.S. Holder files his tax return for such first year. However, if we qualified as a PFIC in a prior year, then in addition to filing the QEF election documents, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if we are a controlled foreign corporation, the U.S. Holder’s pro rata share of our ea rnings and profits as of the qualification date. The qualification date is the first day of our first tax year in which we qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the shares includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. In addition to the above rules, under very limited circumstances, a U.S. Holder may make a retroactive QEF election if such U.S. Holder failed to file the QEF election documents in a timely manner.

A QEF election, once made with respect to our company, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and we cease to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which we do not qualify as a PFIC. Therefore, if we again qualify as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which we qualify as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in our shares. Therefore, if such U.S. Holder reacquires an interest in our company, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which we qualify as a PFIC.

Generally, shareholders do not make a QEF election unless they have sufficient information to determine their proportionate shares of a corporation’s net capital gain and ordinary earnings. We have not calculated these amounts for any shareholder and do not anticipate making these calculations in the foreseeable future. Therefore, U.S. Holders of our common shares should consult their own financial advisor, legal counsel or accountant regarding the QEF election before making this election.

Other PFIC Rules. Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. However, the specific U.S. federal income tax consequences to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred.

Certain special, generally adverse, rules will apply with respect to shares issued by us while we are a PFIC whether or not it is treated as a QEF. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

The PFIC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the PFIC rules, including the advisability of and procedure for making a QEF election or a mark-to-mark election, and how these rules may impact their U.S. federal income tax situation.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of shares issued by us may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for U.S. federal income tax purposes with respect to such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from distributions to) the U.S. Holder during that year.

There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s “foreign source” income bears to his or its worldwide taxable income. In applying this limitation, the various items of income and deduction must be classified as either “foreign source” or “U.S. source.” Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income,” “high withholding tax interest,” “financial services income,” “shipping income,” and certain other classifications of income. Dividends distributed by us will generally constitute “foreign source” income, an d will be classified as “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.

In addition, U.S. Holders that are corporations and that own 10% or more of our voting stock may be entitled to an “indirect” foreign tax credit under Section 902 of the Code with respect to the payment of dividends by us under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact specific, and each U.S. Holder of common shares issued by us should consult their own financial advisor, legal counsel or accountant regarding the foreign tax credit rules.

Information Reporting; Backup Withholding

Certain information reporting and backup withholding rules may apply with respect to certain payments related to shares issued by us. In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold 28% (which rate is scheduled for periodic adjustment) of any payments to a U.S. Holder regarding dividends paid by us, or proceeds from the sale of, such common shares within the U.S., if a U.S. Holder fails to furnish its correct taxpayer identification number (generally on Form W-9) or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders should consult their own financial advisor, legal counsel or accountant reg arding the information reporting and backup withholding rules applicable to our shares.

Other Considerations for U.S. Holders

In the following circumstances, the above sections of this discussion may not describe the U.S. federal income tax consequences to U.S. Holders resulting from the ownership and disposition of shares issued by a foreign corporation.

Foreign Personal Holding Company. If at any time during a taxable year (a) more than 50% of the total voting power or the total value of outstanding shares issued by us is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the U.S. and (b) 60% (or 50% in certain cases) or more of our gross income for such year is “foreign personal holding company income” as defined in Section 553 of the Code (e.g., dividends, interest, royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions), we may be treated as a “Foreign Personal Holding Company” (“FPHC”) In that event, U.S. Holders of our common shares would be required to include in gross income for such year their allocable portions of such “foreign personal holding company income” to the extent we do not actually distribute such income.

We do not believe that we currently qualify as a FPHC. However, there can be no assurance that we will not be considered a FPHC for the current or any future taxable year.

Foreign Investment Company. If (a) 50% or more of the total voting power or the total value of our outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by the Code Section 7701(a)(30)), and (b) we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, we may be treated as a “Foreign Investment Company” (“FIC”) as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging our common shares to be treated as ordinary income rather than capital gain.

We do not believe that we currently qualify as a FIC. However, there can be no assurance that we will not be considered a FIC for the current or any future taxable year.

Controlled Foreign Corporation. If more than 50% of the total voting power or the total value of our outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly or indirectly, 10% or more of the total voting power of our outstanding shares (each a “10% Shareholder”), we could be treated as a “Controlled Foreign Corporation” (“CFC”) under Section 957 of the Code.

The classification of our company as a CFC would affect many complex results, including that 10% Shareholders would generally (i) be treated as having received a current distribution of our “Subpart F income” and (ii) would also be subject to current U.S. federal income tax on their pro rata shares of our earnings invested in “U.S. property.” The foreign tax credit may reduce the U.S. federal income tax on these amounts for such 10% Shareholders (See more detailed discussion at “Foreign Tax Credit” above). In addition, under Section 1248 of the Code, gain from the sale or other taxable disposition of our common shares by a U.S. Holder that is or was a 10% Shareholder at any time during the five-year period ending with the sale is treated as a dividend to the extent of our earnings and profits attributable to the common shares sold or exchanged.

If we are classified as both a PFIC and a CFC, we generally will not be treated as a PFIC with respect to 10% Shareholders. This rule generally will be effective for taxable years of 10% Shareholders beginning after 1997 and for its taxable years ending with or within such taxable years of 10% Shareholders.

We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.

The FPHC, FIC and CFC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the FPHC, FIC and CFC rules and how these rules may impact their U.S. federal income tax situation.

Dividends and Paying Agents

Not applicable.

Statements by Experts

Our auditors for our financial statements for the year ended December 31, 2008 was Devisser Gray LLP, Chartered Accountants, of #401, 905 West Pender Street, Vancouver, British Columbia, V6C 1L6, Canada. Their audit report for the fiscal year ended December 31, 2008 and 2007 is included with the related financial statements in this Form 20-F Annual Report statement with their consent.

Documents on Display

We have filed with the Securities and Exchange Commission this Annual Report on Form 20-F, including exhibits, under the Securities and Exchange Act with respect to our common shares.

Our registration statement may be inspected and copied, including exhibits and schedules, and the reports and other information as filed with the Securities and Exchange Commission in accordance with theSecurities Exchange Act of 1934 at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 100 F Street NE, Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 100 F Street NE, Washington, D.C. 20549, at prescribed rates. Information may be obtained regarding the Washington D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at http://www.sec.gov.

Subsidiary Information

Not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no defaults, dividends arrearages or delinquencies.

ITEM 14.

MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There have been no material modifications to our common shares.

ITEM 15.

CONTROLS AND PROCEDURES

As at the end of the period covered by this Form 20-F, our management, with the participation of our Chief Executive officer and our Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that the material financial and non-financial information required to be disclosed by Rules 13a-15 and 15d-15 of the Exchange Act and filed with the Securities and Exchange Commission is recorded, processed, summarized and timely reported. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure.

Management, including our CEO and CFO, does not expect that our disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of tw o or more people, or by management override of control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management, including the CEO and CFO, directly supervises the preparation of all of the financial reports prepared by us and is directly involved in our financial record keeping and reporting. All accounting records and financial reports prepared by us are reviewed for accuracy by the CEO and CFO.

After evaluation of our disclosure controls and procedures as of the year end covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as a result of a weakness in the design of internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over the financial reporting of our company. Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and affected by our Board, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with t he authorizations of management and our Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management has concluded, based on their evaluation, that as of December 31, 2008, a weakness existed in the design of internal control over financial reporting caused by a lack of adequate segregation of duties in many cases. This weakness has the potential to result in material misstatements in our financial statements, and should also be considered a weakness in our disclosure controls and procedures. As a result of limited staffing due to the size of our business certain staff members carry out multiple responsibilities independently. However, we have now enacted a policy whereby all financial transactions are reviewed by two independent staff members in order to at least partially mitigate the risk. Because of the material weakness described, management believes that, as of December 31, 2008, our company’s internal control over financial report was not effective as of the Evaluation Date.

The Audit Committee has been provided information on the deficiency. Together, the Audit Committee, Board of Directors and management continue to work to mitigate the risk of a material misstatement in our financial statements. Management will continue to identify certain areas where it can improve process controls and will incorporate these changes into the control over the financial reporting going forward.

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

ITEM 16.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

As at the date hereof, the Audit Committee is composed of Messrs. Sandeep Poonia, Parmjeet Johal and Harpreet Janda. The Board has determined that Mr. Janda is an “audit committee financial expert” as defined in Item 16.A of Form 20-F. Mr. Janda is not an “independent director” under Rule 4200(a)(15) of the National Association of Securities Dealers listing standards, as such standards may be amended and modified.

ITEM 16B.

CODE OF ETHICS

We have not yet adopted a written “code of ethics” that meets the new United States’ Sarbanes-Oxley standards. The Board believes that its existing standards and procedures are adequate for its purposes. We believe that our management structure and corporate culture effectively deter wrongdoing and promote honest and ethical conduct, full, fair and accurate, timely, and understandable disclosure in reports and documents, compliance with applicable governmental laws, rules and regulations, prompt internal reporting of unethical conduct and accountability for adherence to the conduct standards. We have no employees and our officers are also directors, thus eliminating any split between our management and the directors who are responsible to safeguard shareholder interests. As a result, we believe that the activities of our officers, employees and other agents can be easily monitored by our directors, thus eliminating the need for a formal writ ten code of ethics.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

By a Notice of Change of Auditor dated November 20, 2008 we advised that our former auditors, UHY LDMB Advisors Inc. had resigned as our auditor, effective November 20, 2008. We concurrently appointed Devisser Gray LLP, Chartered Accountants, as our auditors, effective November 20, 2008. Accordingly, Devisser Gray LLP,., Chartered Accountants (“Devisser”), are our independent auditors and examined our financial statements for the fiscal year ended December 31, 2008. The financial statements as at December 31, 2007 and for the two year period then ended were audited by UHY LDMB Advisors Inc. (“LDMB”)

LDMB and Devisser performed the services listed below and were paid the corresponding fees for the fiscal years ended December 31, 2008 and December 31, 2007, respectively.

Audit Fees

Fees billed by Devisser for professional services for the year ended December 31, 2008 were $10,000. Fees billed by LDMB for professional services for the year ended December 31, 2007 totaled $8,900. Such fees were for the audit of our annual financial statements and for services in connection with statutory and regulatory filings for such fiscal years.

Tax Fees

Fees for tax services billed by Devisser, including tax compliance, tax advice and tax planning work for the year ended December 31, 2008, totaled $900. Fees for tax services billed by LDMB, including tax compliance, tax advice and tax planning work for the year ended December 31, 2007, totaled accrued fees of $950.

All Other Fees

No other fees were billed by Devisser or LDMB during the fiscal years ended December 31, 2008 and December 31, 2007, respectively.

Audit Committee Policies and Procedures

The audit and review services provided to us by Devisser and LDMB in the fiscal years ended December 31, 2008 and December 31, 2007, respectively, were pre-approved by our audit committee. Prior to engaging Devisser and LDMB, as the case may be, to perform audit and review services, our audit committee reviewed the service to be provided and the fee to be paid by us for such service and assessed the impact of the service on each of the auditor’s independence.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

No purchases of shares or any other units of any class of our equity securities have been made by or on our behalf , or any affiliated purchaser.

PART III

ITEM 17.

FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in accordance with Canadian GAAP and are presented in Canadian dollars. There are material measurement differences between United States and Canadian GAAP. A reconciliation of the financial statements to United States GAAP is set forth in Note 11 to the consolidated financial statements.

Financial Statements

Auditors’ Report dated April 28, 2009.

Balance Sheets at December 31, 2008 and 2007.

Statements of Operations and Deficit for the Years Ended December 31, 2008 and 2007.

Statements of Shareholders’ Equity for the Years Ended December 31, 2008 and 2007

Statements of Cash Flows for the Years Ended December 31, 2008 and 2007

Notes to Financial Statements for the Years Ended December 31, 2008 and 2007

Management Discussion and Analysis for the Year Ended December 31, 2008.

ARRIS RESOURCES INC.

(Formerly Bassett Ventures Inc.)

Financial Statements
Expressed in Canadian Dollars

December 31, 2008, 2007 and 2006

D E V I S S E R G R A Y L L P
CHARTERED ACCOUNTANTS

401 - 905 West Pender Street
Vancouver, BC Canada
V6C 1L6

Tel: (604) 687-5447
Fax: (604) 687-6737

AUDITORS' REPORT

To the Shareholders of Arris Resources Inc.(“The Company”),

We have audited the balance sheets of Arris Resources Inc. as at December 31, 2008 and the statements of operations and comprehensive loss and deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards (“GAAS”) in Canada and the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require thatwe plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and the results of its operations and cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

The financial statements as at December 31, 2007 and for the two year period then ended were audited by other auditors who expressed an opinion without reservation on those statements in their report to the shareholders dated April 21, 2008.

“De Visser Gray LLP”

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
April 28, 2009

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following opinion paragraph) when the financial statements are affected by significant uncertainties and contingencies such those referred to in note 1 to these financial statements. Although we conducted our audits in accordance with both Canadian GAAS and the standards of the PCAOB, our report to the shareholders dated April 28, 2009 is expressed accordance with Canadian reporting standards which do not require a reference to such matters when the uncertainties are adequately disclosed in the financial statements

“De Visser Gray LLP”

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
April 28, 2009


ARRIS RESOURCES INC.
Balance Sheets
As at December 31,
(Stated in Canadian dollars)


		2008			2007

Assets

Current
Cash and cash equivalents	$	99,366		$	764,583
Amounts receivable		1,353			2,104
Prepaid expenses		18,655			-
Short term investment (note 4)		320,000			-

		439,374			766,687

Equipment (note 5)		7,257			5,653
Mineral property (note 6)		295,612			-
Oil and gas property (note 7)		150,000			150,000

	$	892,243		$	922,340

Liabilities

Current
Accounts payable and accrued liabilities	$	2,094		$	148,558
Due to related party (note 8)		74,941			-

		77,035			148,558

Shareholders’ Equity

Share capital (note 10)		2,563,490			2,216,302
Contributed surplus (note 10)		670,374			670,374
Deficit		(2,418,656	)		(2,112,894	)

		815,208			773,782

	$	892,243		$	922,340

Nature of continuance of operations (Note 1)
Subsequent events (Note 15)

Approved by:


“Lucky Janda”	, Director	"Harpreet Janda"	, Director
LuckyJanda		Harpreet Janda

See notes to Financial Statements

ARRIS RESOURCES INC.
Statements of Operations and Comprehensive Loss and Deficit
For the years ended December 31,
(Stated in Canadian dollars)


		2008			2007			2006

Expenses
Administrative	$	-		$	3,785		$	-
Advertising and promotion		-			520			1,000
Amortization		2,566			1,821			1,890
Bank charges and interest		25,097			1,096			773
Foreign exchange loss/(gain)		(74,821	)		17,609			-
Management , consulting and administrative		83,931			-			55,000
Office		587			947			1,245
Professional fees		2,695			24,274			31,619
Rent		45,000			-			7,536
Research and property cost		36,410			-			-
Travel		6,033			387			-
Trust and filing fees		14,637			19,502			11,455
Wages and benefits		-			29			8,068

Net loss and comprehensive loss before other items		(142,135	)		(69,970	)		(118,586	)

Interest income		25,979			19,633			8,823
Settlement of debt		-			27,004			-
Write down of investment		(188,333	)
Write-off of receivable		(1,273	)		-			-
Net loss and comprehensive loss for year		(305,762	)		(23,333	)		(109,763	)

Deficit, beginning of year		(2,112,894	)		(2,089,561	)		(1,979,798	)

Deficit, end of year	$	(2,418,656	)	$	(2,112,894	)	$	(2,089,561	)

Income (loss) per share, basic and fully diluted	$	(0.04	)	$	(0.01	)	$	(0.06	)

Weighted Average Number of
Common Shares Outstanding		8,702,960			4,188,847			1,843,368

See notes to Financial Statements

ARRIS RESOURCES INC.
Statements of Cash Flows
For the years ended December 31,
(Stated in Canadian dollars)


	2008		2007		2006
	$		$		$

Cash provided by (used for):

Operating Activities

Net loss for the year	(305,762	)	(23,333	)	(109,763	)
Adjustments for items not involving cash:
Accrued interest income	(8,333	)	-		-
Amortization	2,566		1,820		1,890
Settlement of debt	-		(27,004	)	-
Write down of investment	188,333		-		-
Write-off of receivable	1,273		-		-
	(121,923	)	(48,517	)	(107,873	)

Net changes in non-cash working capital:
Amounts receivable	(522	)	802		6,032
Prepaid expenses	(18,655	)	-		-
Due to related party	74,941		-		-
Accounts payable	(146,464	)	18,125		6,801
	(212,623	)	(29,590	)	(95,040	)

Investing Activities
Purchase of equipment	(4,170	)	-		(2,841	)
Mineral property	(295,612	)	-		-
Oil and gas property	-		(150,000	)	-
Short term investment	(500,000	)	-		-
	(799,782	)	(150,000	)	(2,841	)

Financing Activities
Demand loan	-		-		(16,500	)
Common shares issued for cash	347,188		386,015		655,376
	347,188		386,015		638,876

Increase (decrease) in cash and cash equivalents	(665,217	)	206,425		540,995
Cash and cash equivalents–beginning of year	764,583		558,158		17,163
Cash and cash equivalents–end of year	99,366		764,583		558,158

Supplementary information:

Cash received from Interest	17,647		19,633		8,823

Included in cash and cash equivalents at December 31, 2008 is $66,664 in guaranteed investment certificates and $32,702 held in bank accounts

See notes to Financial Statements

ARRIS RESOURCES INC.
Notes to the Financial Statements
December 31, 2008, 2007 and 2006


1.	NATURE AND CONTINUANCE OF OPERATIONS

The Company is incorporated in the Province of British Columbia, Canada and currently holds an interest in an oil and gas project in Alberta, Canada and an interest in 22 mineral claims located in the Atlin Mining District in Atlin, BC. These consolidated financial statements include the accounts of Arris Resources Inc. and its wholly-owned inactive subsidiaries, Arris Oil & Gas Inc. and Arris Minerals Inc.

On June 13, 2007, the Company changed its name from Bassett Ventures Inc. to Arris Resources Inc.

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will continue to realize its assets and liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown in these financial statements should the Company be unable to continue as a going concern.

As at December 31, 2008, the Company has a working capital of $362,339 (2007–$618,129) and has an accumulated operating deficit of $2,418,656 (2007 - $2,112,894).The Company’s ability to meet its obligations and maintain operations is contingent upon the Company’s ability toreceive continued financial support from its shareholders and to issue equity on terms acceptable to the Company or to generate profitable operations in the future.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). The significant differences between those principles and those that would be applied under U.S. generally accepted accounting principles and requirements promulgated by the Securities and Exchange Commission (collectively U.S. GAAP), as they effect the company are disclosed in note 14.

Use of estimates

The preparation of financial statements in conformity with Canadian generally acceptedaccounting principles (“GAAP”) requires management to make estimates andassumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses incurred during the periods. Actual results could differ from those estimated.

Mineral Properties

The cost of unproven mineral rights and their related direct exploration costs are deferred until the properties are placed into production, sold or abandoned. These deferred costs will be amortized on the unit-of-production basis over the estimated useful life of the properties following the commencement of production, or written-off if the properties are sold, allowed to lapse or abandoned.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Mineral Properties(continued)

Cost includes any cash consideration and the fair market value of any shares issued on the acquisition of mineral right interests. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made. The recorded amounts of property acquisition costs and their related deferred exploration costs represent actual expenditures incurred and are not intended to reflect present or future values.

The Company reviews capitalized costs on its mineral rights on a periodic basis and will recognize impairment in value based upon current explorationresults and upon management’sassessment of the future probability of profitable revenues from the property or from the sale ofthe property. Management’s assessment of the property’s estimated current fair market value isalso based upon a review of other property transactions that have occurred in the same geographic area as that of the property under review. Administrative costs are expensed as incurred.

Oil and Gas Properties

Oil and natural gas properties are accounted for using the successful efforts method of accounting. Geological and geophysical costs are expensed in the period in which they are incurred and costs of drilling an unsuccessful well are expensed when it becomes known the well did not result in a discovery of proven reserves or where one year has elapsed since the completion of drilling and efforts to establish proved reserves are not practical. All other costs of exploring and developing proven reserves are capitalized as oil and gas properties.

Oil and gas properties are depleted using the unit-of-production method. Unit-of-production rates are based on proven developed reserves, which are reserves estimated to be recovered from existing facilities using current operating methods. Unproved properties are not subject to depletion.

Oil and gas properties are assessed, at least annually, for impairment to ensure that the carrying value of the property on the balance sheet is recoverable. If a property's carrying value exceeds the sum of undiscounted future cash flows resulting from its use and eventual disposition, its value is impaired. An impairment loss is recognized for the amount by which the carrying value exceeds its recoverable amount. This loss is charged to depletion expense.

Fair value of financial instruments

The Company’s financial instruments consist of current assets and currentliabilities the fair values of which approximate their carrying amounts due to the short-term nature of these instruments.

Share capital

Share capital issued for non-monetary consideration is recorded at its fair market value based on its trading price on the TSX Venture Exchange on the date the agreement to issue the shares was entered into as determined by the Board of Directors of the Company. Costs incurred to issue shares are deducted from share capital.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Basis of amortization

Equipment is recorded and amortized on a declining-balance basis at an annual rate of 55% for computer equipment, 100% for software and 20% for office furniture.

Flow-through shares

The Company may issue securities referred to as flow-through shares, whereby the investor may claim the tax deductions arising from the expenditure of the proceeds. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate), and share capital is reduced. Previously unrecognized tax assets may then offset or eliminate the liability recorded.

Asset Retirement Obligation

The fair value of a liability for an asset retirement obligation is recognized on an undisclosed cash flow basis when a reasonable estimate of the fair value of the obligation can be made. The asset retirement obligation is recorded as a liability with corresponding increases to the carrying amount of the related long–lived asset. Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method and is adjusted to reflect period to period changes in the liability resulting from the passage of time and from revisions to either expected payment dates or the amounts comprising the original estimate of the obligation. As at December 31, 2008, the company does not have any asset retirement obligations.

Stock-based compensation

The Company records compensation expense for stock options granted at the time of their vesting using the fair value method which requires that all stock option-based awards made to consultants and employees be recognized in these financial statements.

Consideration received on the exercise of stock options and compensation options and warrants is recorded as share capital. The related contributed surplus originally recognized when the options were granted, is transferred to share capital.

Future income taxes

The Company accounts for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized. Such an allowance has been applied to all potential income tax assets of the Company


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Environmental expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for site restoration costs. The overall future impact of such regulations is neither determinable nor predicable at the presenttime. The Company’s policy is to meet or, if possible, surpass environmental standards set byrelevant legislation by the application of technically proven and economically feasible measures.

Expenditures that relate to ongoing environmental and reclamation programs are charged against operations as incurred or capitalized and amortized depending on their expected future economic benefit. Estimated future removal and site restoration costs will be recognized when the ultimate liability is reasonably determinable, and will be charged against operations over the estimated remaining life of the related business operations, net of expected recoveries.

Loss per common share

Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year. The company follows the treasury stock method in the calculation of diluted earnings per share for the current year. Under this method, the weightedaverage number of common shares included the potential net issuance of common share of “in-the-money” options and warrants assuming the proceeds are used to repurchase common sharesat the average market price during the period, if dilutive. The effect of potential issuances of shares under options and warrants would be anti-dilutive if a loss is reported and, therefore basic and diluted loss per share is same for the previous years.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash and short term notes and bank deposits with an original maturity of three months or less.


3.	CHANGES IN ACCOUNTING POLICIES

Effective January 1, 2008, the Company prospectively adopted the following new accounting standards and related amendments to other standards on financial instruments issued by the CICA. Accordingly, prior periods have not been restated.

Assessing Going Concern, Section 1400

This section was amended to include requirements to assess and disclose an entity’s ability tocontinue as a going concern (see Note 1). Adoption of this standard did not have any material effect on the financial statements.

Capital Disclosures, Section 1535

This standard requires disclosure of an entity’s objectives, policies and processes for managingcapital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such non-compliance. This standard is effective for the Company for interim and annual periods relating to fiscal years beginning on or after January 1, 2008. The Company has adopted this standard (see note 13).

Financial Instruments–Disclosure, Section 3862

Presentation, Section 3863

These standards replace CICA3861, Financial Instruments Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance offinancial instruments for an entity’s financial position and performance, including disclosures aboutfair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the ex tent to which the entity is exposed to risk, based on information provided internally tothe entity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008. The Company has expanded its disclosures to incorporate the additional requirements (see note 12).

New Accounting Pronouncements

The CICA has issued new standards which may affect the financial disclosures and results of operations of the Company for interim and annual periods beginning on or after January 1, 2009. The Company will adopt the requirements on the date specified in each respective section and is considering the impact this will have on the consolidated financial statements.

Goodwill and Intangible Assets–Section 3064

This new standard replaces the former CICA 3062–Goodwill and establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. The Company does not expect that the adoption of this new Section will have a material impact on its financial statements. This section is effective for interim and annual financial statements for years beginning on or after January 1, 2009.

3.	CHANGES IN ACCOUNTING POLICIES(continued)

	ii.	Business combinations–Section 1582, Consolidated financial statements–Section 1601 and Non-controlling interests–Section 1602

		These sections replace the former CICA 1581, Business Combinations and CICA 1600, Consolidated Financial Statements and establish a new section for accounting for a non- controlling interest in a subsidiary. These sections provide the Canadian equivalent to FASB Statements No. 141(R), Business Combinations and No. 160 Non-controlling Interests in Consolidated Financial Statements. Section 1582 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Section 1601 and 1602 apply to interim and annual consolidated financial statements relating to years beginning on or after January 1, 2011.

	iii.	International Financial Reporting Standards (“IFRS”)

		In February 2008 the Canadian Accounting Standards Board announced 2011 as the changeover date for publicly-listed companies to useIFRS, replacing Canada’s owngenerally accepted accounting principles. The specific implementation is set for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.


4.	SHORT TERM INVESTMENT

On October 31, 2008, the Company subscribed for an unsecured convertible debenture of Desert Gold Ventures Inc.(“Desert Gold”), in the principal amount of $500,000. The debenture carries an interest rate of 10% per annum and matures on April 30, 2009. At any time prior to the maturity date, the Company will be able to convert all or parts of the principal amount and the unpaid interest into units of Desert Gold at a price of $0.50 per unit. Each unit will consist of one common share and one common share purchase warrant. Each warrant will allow the Company to purchase one common share of Desert Gold at a price of $0.60 for a period of 6 months from the date of the issue of such warrants.

The debenture of Desert Gold is classified as short-term investment held-for-trading in accordance to Section 3855 of the CICA Handbook, and has been adjusted to fair value in these financial statements based on the December 31, 2008 estimated fair value of 1,016,666 common shares of Desert Gold ($305,000) and 1,016,666 warrants of that company at a fair value, estimated utilizing the Black-Scholes valuation formula, of $15,000.


5.	EQUIPMENT


								December		December
				December 31,				31,		31,
				2008				2007		2006
		Cost		Accumulated		Net		Net		Net
				Amortization

Furniture and fixtures	$	3,414	$	1,549	$	1,865	$	2,305	$	2,752
Computer equipment		9,384		5,720		3,664		1,771		2,829
Computer software		738		166		572		-		-
Leasehold improvements		2,522		1,366		1,156		1,577		1,892
	$	16,058	$	8,801	$	7,257	$	5,653	$	7,473


6.	MINERAL PROPERTY

Moly Project - Atlin, BC

In October 2008, the Company entered into an agreement with TJJ Holdings Inc., whereby TJJ Holdings Inc. agreed to sell to the Company all the interest in the mineral claims. These mineral claims were acquired for $295,612.

The Company owns 22 mineral claims comprising approximately 15,000 acres located near Gladys Lake in the Atlin Mining District, British Columbia.


7.	OIL AND GAS PROPERTY

Alexander Prospect, Alberta

In February 2007, the Company entered into an agreement with Arctos Petroleum Corp.

(“Arctos”) whereby Arctos agreed to sell to the Company an interest in theAlexander property in consideration for $150,000.

The Company holds a 30% working interest in 64 gross hectares (19.2 Net Ha) of rights in this property which includes the producing Ellerslie/Wabamun oil well at 6-7-57-1W5 and a 40% interest in an oil battery at 3-7-57-1W5. The Company is in a non-participation penalty position on both the well and battery and does not currently receive production or fee revenues from these assets.

8.	RELATED PARTY TRANSACTIONS

	All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value.

	a)	During the year ended December 31, 2008, a company controlled by the President charged the Company $45,000 in management and administrative fees and $45,000 in rental expense (2007 - nil). At December 31, 2008 the Company owes $52,500 for these expenses (2007 - nil).

	b)	During the year ended December 31, 2008, the Company owed $22,441 (2007- $22,441) to the company controlled by the spouse of theCompany’spresident.



9.	COMMITMENTS

The Company has agreed to pay companies controlled by directors of the Company $10,700 per month for management and administrative services and rental expense through to December 31, 2009.

10.	SHARE CAPITAL

	a)	The authorized share capital of the Company consists of an unlimited number of common shares.


Issued:
	2008		2007			2006
	Number		Number			Number
	of Shares	$	of Shares	$		of Shares	$
Balance, beginning of year	7,293,368	2,216,302	9,216,843	1,830,287		4,216,843	1,174,911
Exercise of warrants	5,250,000	347,188	1,000,000	132,420		-
Private placement	-	-	5,250,000	254,604(b)		5,000,000(a)	655,376
Treasury order	4	-	-	-		-	-
Share Consolidation	-	-	(8,173,475)(c)	-		-	-
Share Subscription
Receivables	-	-	-	(1,009	)	-
Balance, end of year	12,543,372	2,563,490	7,293,368	2,216,302		9,216,843	1,830,287

(a) Net of share issue costs of $3,091
(b) Net of share issue costs of $22,441
(c) On July 11, 2007, the Company consolidated its share capital on a 5:1 basis. The loss per share at December 31, 2006and 2005 has been adjusted to reflect this change.

10	SHARE CAPITAL(continued)

	b)	Stock Options

	TheCorporation has an incentive stock option plan authorizing the Company to issue incentivestockoptions to directors, officers, employees and consultants of the Company. No specific vestingtermsarerequired. The option price shall be no less than the fair market value of the Company’sshareson the date of the grant.

The following is a summary of the changes in the Company’s outstanding stock options for 2008, 2007, and 2006.


	2008		2007			2006
		Weighted	Number		Weighted	Number		Weighted
		Average	of		Average	of		Average
	Number	Exercise	Shares		Exercise	Shares		Exercise
	of Shares	Price			Price			Price
		$			$			$

Balance at the beginning of year	-	-	402,333		.96	414,000		1.12
Expired/Cancelled/
Consolidated	-	-	(402,333	)	.96	(11,667	)	1.31
Outstanding at the end of fiscal year.	-	-	-		-	402,333		.96

As at December 31, 2008 & 2007 there were no stock options outstanding.

	c)	Warrants

		The following is a summary of Company’s outstandingwarrants as of December 31, 2008.


			Weighted
	Number of		Average Exercise
	Shares		Price
			$
Balance at December 31, 2005	-		-
Granted	5,000,000		0.16
Balance at December 31, 2006	5,000,000		0.16	⁽¹⁾
Exercised	(1,000,000	)	0.16	⁽¹⁾
Consolidated	(3,200,000	)	0.68	⁽¹⁾
Granted	5,250,000		0.07
Balance at December 31, 2007⁽²⁾	6,050,000		0.67
Exercised	(5,250,000	)	0.66
Cancelled/Expired	(800,000	)	0.75

Balance at December 31, 2008(3)	-		-

(1) Adjusted for the 5:1 share consolidation on July 11, 2007.
(2) At December 31, 2007 the weighted average remaining life of warrants outstanding is 1.42 years.
(3) As at December 31, 2008 there were no warrants outstanding.

11.	INCOME TAXES

	A reconciliation of income taxes at statutory rates is as follows:


	2008	2007
	$	$
Net loss before income taxes	(305,762)	(23,333)

Expected income tax recovery	(94,786)	(6,066)

Net adjustment for deductible, and non-deductible amounts	56,989	1,364

Changes in valuation allowance	37,797	7,430
Total income taxes	-	-

The significant components of the Company’s future income tax assets are as follows:


	2008	2007
	$	$
Future Income tax assets:

Equipment tax pool in excess of carrying value	10,440	1,973
Non-capital loss carry forwards and share issue costs	233,078	197,046
Oil & gas and mineral properties	(7,800)	-
Investments taxable temporary difference	48,967	-
	284,685	199,019
Valuation allowance	(284,685)	(199,019)
Net future tax assets	-	-

The Company has accumulated non-capital losses of $879,795


	Year of expiry	$

	2010	183,120
	2014	275,873
	2015	159,848
	2026	110,450
	2027	28,576
	2028	121,928
		879,795

Subject to certain restrictions the Company also has equipment and resource expenditures of approximately $463,026 (2007–$163,243) available to reduce taxable income in future years. The Company has not recognized any future benefits for these amounts, as it not considered likely that they will be utilized.

12.	ACCOUNTING FOR FINANCIAL INSTRUMENTS

	(b)	Fair values

		TheCompany’sfinancial instruments include cash and cash equivalents, accountsreceivable,short-term investments, accounts payables and accrued liabilities, and due torelatedparties. The fair value of these financial instruments equals their carrying value, duetothe short-term nature of these instruments. All financial instruments are classified as “heldfortrading” for accounting purposes.

	(a)	Currency risk

		TheCompany’s US currency transactionsmake it subject to foreign currency fluctuations andinflationarypressures which may adversely affect the Company’s financial position, results ofoperationsand cash flows. The Company is affected by changes in exchange rates betweentheCanadian Do llar and foreign functional currencies. The Company attempts not invest inforeigncurrency contracts and or transactions to mitigate the risks.

	(b)	Credit risk

		TheCompany’s cashis held in large Canadian financial institutions and short-terminvestmentsare held in Canadian publically traded company. Short-term investments arecomposedof unsecured convertible debenture issued by the Canadian publically tradedcompany.The investment matures over the current operating period. The Company’saccountsreceivable consists primarily of goods and services tax due from the federalgovernmentof Canada.

	(c)	Liquidity risk

		Liquidityrisk is the risk that the Company will not be able to meet its financial obligations astheyfall due. The Company manages liquidity risk through the management of its capitalstructure.Accounts payable and accrued liabilities are due within the current operatingperiod.

	(d)	Interest rate risk

		Interestrate risk is the risk that the fair value or future cash flows of a financial instrument willfluctuatebecause of changes in market interest rates. The risk that the Company will realizealoss as a result of a decline in the fair value of the short-term investments is limitedbecausethese investments, although available for sale, are withdrawn with interest asneeded.


13.	MANAGEMENT OF CAPITAL RISK

The Company manages its cash and cash equivalents, common shares, stock options and warrants as capital (see Note 10). The Company’s objectives when managing capital are to safeguard the Company’s ability to continueas a going concern in order to pursue the exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.

In order to maximize ongoing exploration efforts, the Company does not pay out dividends. TheCompany’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities 365 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

The Company expects its current capital resources to be sufficient to carry its exploration plans and operations through 2009.


14.	DIFFERENCE BETWEEN CANADIAN AND UNITEDSTATESGENERALLYACCEPTED ACCOUNTING PRINCIPLES (GAAP)

The Company’s consolidated financial statements have been prepared inaccordance with Canadian GAAP. Material variations in the accounting principles, practices and methods used in preparing theses financial statements from principles, practices and methods accepted in theUnited States (“U.S. GAAP”), and that impact financial statement line items, are described below.

Mineral property interests and deferred exploration costs

Under Canadian GAAP, costs to acquire property rights and related exploration costs incurred on those properties may be deferred and subsequently carried at cost prior to the Company having obtained the necessary data to complete a positive feasibility study, including the preparation of a cash flow projection in respect to the recoverability of those cost. Accordingly, while theCompany’s projects remain at a pre-feasibility stage of development, management has elected under Canadian GAAP to defer all costs incurred on them until a property is abandoned, sold, or upon management determining there to be an impairment in value. Under U.S GAAP, prior to the point in time that a positive feasibility report has been completed in respect to a property, such c osts must be expensed as incurred.


14.	DIFFERENCE BETWEEN CANADIAN AND UNITED STATESGENERALLYACCEPTED ACCOUNTING PRINCIPLES (GAAP)(continued)


		2008	2007	2006
a)	Assets
	Unproven mineral rights costs
	Unproven mineral rights costs under Canadian GAAP	295,612	-	-
	Less unproven mineral rights costs	(295,612)	-	-
	Unproven mineral rights costs under U.S.
	GAAP	-	-	-

b)	Operations
	Net loss under Canadian GAAP	(305,762)	(23,333)	(109,763)
	Unproven mineral rights costs expensed under U.S. GAAP	(295,612)	-	-
	Net loss under U.S. GAAP	(601,374)	(23,333)	(109,763)


c)	Deficit
	Closing deficit under Canadian GAAP	(2,418,656)	(2,112,894)	(2,089,561)
	Adjustment to deficit for accumulated unproven mineral rights expensed under U.S. GAAP	(295,612)	-	-
	Closing deficit under U.S. GAAP	(2,714,268)	(2,112,894)	(2,089,561)


d)	Cash Flows - Operating Activities
	Cash applied to operations under Canadian GAAP	(212,623)	(29,590)	(95,040)
	Add net loss following Canadian GAAP	305,762	23,333	109,763
	Less net loss under U.S. GAAP	(601,374)	(23,333)	(109,763)
	Cash applied to operations under U.S. GAAP	(508,235)	(29,590)	(95,040


e)	Cash Flows - Investing Activities
	Cash applied under Canadian GAAP	(799,782)	(150,000)	(2,841)
	Add unproven mineral right costs expensed under U.S. GAAP	295,612	-	-
	Cash applied under U.S. GAAP	(504,170)	(150,000)	(2,841)

	Net loss for the year under U.S. GAAP	(601,374)	(23,333)	(109,763)
	Weighted average number of shares outstanding	8,702,960	4,188,847	1,843,368
	Basic and fully diluted loss per share under U.S. GAAP	(0.07)	(0.01)	(0.06)

15.	SUBSEQUENT EVENTS

	a)	On March 2, 2009 the Company entered into subscription agreement with purchasers whereby the Company will issue a total of up to 3,750,000 units, each unit will be comprised of one common share of the company and one share purchase warrant at a price of US$0.10 per unit for gross proceeds of US$375,000. Each warrant entitles the holder thereof upon due exercise to acquire one additional commons shares of the Company for a period of 2 year from closing at an exercise price of US$0.13 per share.

	b)	On April 9, 2009, in accordance with terms of the Stock Option Plan, the Company granted 1,250,000 stock options, which are exercisable at the price of US$0.15 per share, for period of 5 years.

	c)	Company is trading in Canadian currency as of April 27, 2009.

Arris Resources Inc.

Management's

Discussion &

Analysis

For the Year Ended

December 31, 2008

1250 West Hastings Street
Vancouver, BC
V6E 2M4
Tel: (604) 687-0879 / Fax: (604) 408-9301

Management’s Discussion and Analysis

GENERAL

Management’s discussion and analysis (“MD&A”) has been prepared based on information available toArris ResourcesInc. (“Arris” or the “Company”) as ofApril 29, 2009. MD&A provides a detailed analysis of thecompany’s business and compares its 2008 results wi th those of the two previous years and should be read inconjunction with the Company’s audited consolidated financial statementsfor the year ended December 31, 2008. The consolidated financial statements have been prepared in accordance with Canadian generally acceptedaccounting principles (“Canadian GAAP”). This MD&A may contain forward-looking statements about theCompany’s future prospects, and the Company provides no assurance that actual results will meet management’sexpectations.

The Company is a Canadian resource exploration and development company with assets in oil and gas sectors in Alberta Canada and interest in 22 mineral claims located in the Atlin Mining District in Atlin, BC

The resource exploration business is risky and most mineral exploration projects will not become mines and most resource exploration projects will not become oil and gas producers. The Company may offer an opportunity to another company to acquire an interest in a property in return for funding all or part of the exploration and development of the property. For the funding property acquisitions and exploration that the Company conducts, the Company depends on the issuance of shares from the treasury to investors. These stock issues depend on numerous factors including a positive mineral and resource exploration environment, positive stock market conditions, acompany’s track record, and the experience of management.

FORWARD LOOKING STATEMENTS

Certain statements contained in the following Management Discussion and Analysis constitute forward looking statements. Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from actual future results and achievements expressed or implied by such forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made.

OVERALL PERFORMANCE

Mineral Properties: Moly Project -Atlin, British Columbia

In October, 2008 the Company entered into an asset purchase and sale agreement (the “Agreement”) with TJJHoldings Inc., whereby TJJ Holdings Inc. agreed to sell, assign and transfer to the Company an Asset and all the interest in the mineral claims.

Arris owns 22 mineral claims cover approximately 15,000 acres and are located near Gladys Lake molybdenum occurance (discovered in late 1960s). The molybdenumoccurrence is similar to the occurrence at Adanac’s Ruby Creek project. Adanac’s project is located approximately 15 miles northeast of Atlin in northern BC.The claims are located approximately 30 miles northeast of Atlin, British Columbia in the Atlin mining district for aggregated consideration of US $250,000.

Oil and Gas Properties: Alexander Prospect Alberta

In February, 2007 the Company entered into a purchase and sale agreement (the “Agreement”) with Arctos Petroleum Corp. (“Arctos”) wherebyArctos agreed to sell to the Company an interest in the Alexander Area, Alberta property in consideration for a purchase price of $150,000 plus GST.

Arris holds a 30% working interest in 64 gross Ha (19.2 Net Ha) of onshore P&NG rights in Alexander, Alberta. The property includes a producing Ellerslie/Wabamun oil well at 6-7-57-1W5 and a 40% interest in an oil battery at 3-7-57-1W5. Arris Resources is in a non-participation penalty position on both the well and battery and does not currently receive production or fee revenues from these assets.

An additional 960 gross Ha of non-producing land in this Area expired in 2007. Arris Resources held an average 40% working interest in the expired lands.

The Company is not the operator of the project. The main well in the project, the Alexander 6-7-57-1W5 was re-equipped and has begun periodic production. As the Company did not contribute towards this work, the Company is in a non-participation penalty position.

Convertible Debenture Subscription

On October 31, 2008 the Company subscribed for an unsecured convertible debenture of Desert Gold Ventures Inc. in the principal amount of $500,000. The Debenture carries interest at a rate of 10% per annum and matures on April 30, 2009. Pursuant to the terms of the Debenture, at any time prior to the maturity date, Arris Resources may, at its sole option, convert all or any part of the principal amount of the Debenture and any unpaid interest thereon into units of Desert Gold at price per unit of $0.50. Each Unit consists of one common share of Desert Gold and one common share purchase warrant. Each Warrant entitles Arris Resources to purchase one common share of Desert Gold at a price of $0.60 for a term of six months from the date of issue of such Warrant.

Desert Gold is a publicly traded mineral resource company listed on the TSX-V.

RESULTS OF OPERATIONS

Selected Annual Information


	2008	2007	2006
	$	$	$
Revenues	-	-	-
Net Income (Loss)	(305,762)	(23,333)	(109,763)
Loss per Share	(0.04)	(0.01)	(0.06)
Total Assets	892,243	922,340	568,537
Long-term liabilities	-	-	-

The selected annual information has been prepared in accordance with Canadian GAAP.

Year Ended December 31, 2008 compared with Year Ended December 31, 2007

The Company reported net loss of $305,762 ($0.04 per share) for the year ended December 31, 2008 as compared to net loss of $23,333 ($0.01 per share) for the year ended December 31, 2007. Significant changes between the 2008 and 2007 year was mainly due to an increase in management, consulting, professional fees, rent and also due to loss recorded on short term investments.

Year Ended December 31, 2007 compared with Year Ended December 31, 2006

The Company reported net loss of $23,333 ($0.01 per share) for the year ended December 31, 2007 as compared to net loss of $109,763 ($0.06 per share) for the year ended December 31, 2006. Significant changes between the 2007 and 2006 year was mainly due to a reduction in management, professional fees and rent.

Summary of Quarterly Results

The summary of quarterly results has been prepared in accordance with Canadian GAAP.


	Revenue	Income (Loss)	Income (Loss)
			per share
	$	$	$
December 31, 2008	-	(194,531)	(0.02)
September 30, 2008	-	(51,256)	(0.00)
June 30, 2008	-	(61,428)	(0.00)
March 31, 2008	-	1,453	(0.00)
December 31, 2007	-	(25,361)	(0.00)
September 30, 2007	-	(13,583)	(0.00)
June 30, 2007	-	22,205	(0.00)
March 31, 2007	-	(6,595)	(0.00)

As the Company is still in the exploration and development stage, variances in its quarterly losses are not affected by sales or production-related factors. Year over year increased costs are generally attributed to successful financing activities which result in the Company being able to conduct more exploration, which results in additional overhead costs to maintain.

The Company did not record any stock-based compensation in the quarters ending December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008.

CRITICAL ACCOUNTING POLICIES

The Company’s accounting policies are described in Note 2 to the audited consolidated financial statements for the year ended December 31, 2008. Management considers the following policies to be the most critical in understanding the judgments and estimates that are involved in the preparation of its consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses incurred during the period. Actual results could differ from those estimated.

Accounting for Stock Options

The fair value of stock options used to calculate compensation expense has been estimated using the Black-Scholes Option Pricing Model. Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the Company’s shares and expected life of the option. Changes in the subjectiveinput assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Company’s stock options.

Resource Property Interests

The Company’s currentprincipal activity is the acquisition and exploration of resource properties. The cost of acquiring, exploring, and developing mineral and resource properties is capitalized. In the event that the Company elects to proceed with the development of a project, capitalized acquisition, exploration and development expenditures will be amortized against future production upon commencement of commercial production, or written off if the properties are sold or abandoned.

CHANGES IN MANAGEMENT

On April 8, 2008 the Company announced that Mr. Lucky Janda joined the Company as a Director and President. Mr. Janda replaced Deepen Ram as Director, who has resigned from the Board for personal reasons, and also replaced Curt Huber as President of the Company.

Mr. Janda is a local businessman with over 20 years experience in public companies and real estate development. Previously, he held numerous board positions with public companies as a Director and/or Senior Officer. Mr. Janda holds a bachelor of Economics from the University of British Columbia and holds several positions with community charitable organizations.

On June 19, 2008 the Company announced that Mr. Poonia joined the Company as a Director. Mr. Poonia replaced Mr. C. Huber and Mr. T. Johal, who decided not to run as Directors at the Annual General Meeting on June 17, 2008.

Mr. Poonia also serves as member of the Audit Committee, along with Mr. Parmjeet Johal and Harpreet Janda as a Chairman. The new Board of Directors consists of: Lucky Janda, Parmjeet Johal, Harpreet Janda and Sandeep Poonia.

LIQUIDITY

Financing of operations is achieved primarily by issuing share capital. At December 31, 2008, the Company had $99,366 in cash and term deposits (2007–$764,583), and working capital of $362,339 (2007–$618,129).

During the year ended December 31, 2008 operating expenditures were $142,135 compared to $69,970 in 2007 and $118,586 in 2006.

Arris’ investing activitiesrevolve around developing its properties. The Company spent $295,612 in acquisition costs during the year ended December 31, 2008 compared to $150,000 in 2007. The expenditures in 2008 wereincurred on the Company’sMoly Prospect and the amounts were expensed during the year. The Company did not spend any money on the development of its Alexander prospect during the year, compared to $150,000 in 2007.

During the year, there were 5,250,000 share purchase warrants exercised at a price of US$0.065 per share for total proceeds of $347,188 (US $341,250)

The Company has no intention to convert the debenture. The loss realized on the December 30, 2008 Audited Financial Statements is due to the convertible feature.

CAPITAL RESOURCES

The Company’s primary capital assets are resource property assets. The Company capitalizes the acquisition cost of mineral properties until the properties are placed in production, sold or abandoned.

The Company has adequate financial resources to conduct its activities for the next year and currently does not anticipate difficulties in raising additional funding if needed.

The Company does not anticipate the payment of dividends in the future.

FINANCING ACTIVITIES

None

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value.

	a)	During the year ended December 31, 2008, company controlled by the President charged the Company $45,000 in management and administrative fees and $45,000 in rental expense (2007 - nil). At December 31, 2008 the Company owes $52,500 (2007 - nil).
	b)	During the year ended December 31, 2008, the Company owed US$21,000 (CDN$22,440.60) to thecompany controlled by the spouse of the Company’s president (2007 –US$21,000)

FOURTH QUARTER

There were no material developments for the Company during the fourth quarter.

PROPOSED TRANSACTIONS

There are no transactions that will materially affect the performance of the Company.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Assessing Going Concern, Section 1400

This section was amended to include requirements to assess and disclosean entity’s ability to continue as a goingconcern (see Note 1). Adoption of this standard did not have any material effect on the financial statements.

Capital Disclosures, Section 1535

This standard requires disclosure of an entity’s objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such non-compliance. This standard is effective for the Company for interim and annual periods relating to fiscal years beginning on or after January 1, 2008. The Company has adopted this standard (see note 13).

Financial Instruments Disclosure, Section 3862

Presentation, Section 3863

These standards replace CICA3861, Financial Instruments–Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for anentity’s financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide inf ormation about the extent to which the entity is exposed to risk, based on information provided internally to theentity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008. The Company has expanded its disclosures to incorporate the additional requirements (see note 12).

New Accounting Pronouncements

	i.	Goodwill and Intangible Assets–Section 3064

		This new standard replaces the former CICA 3062–Goodwill and establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. The Company does not expect that the adoption of this new Section will have a material impact on its financial statements. This section is effective for interim and annual financial statements for years beginning on or after January 1, 2009.

	ii.	Business combinations–Section 1582, Consolidated financial statements–Section 1601 and Non- controlling interests–Section 1602

		These sections replace the former CICA 1581, Business Combinations and CICA 1600, Consolidated Financial Statements and establish a new section for accounting for a non-controlling interest in a subsidiary. These sections provide the Canadian equivalent to FASB Statements No. 141(R), Business Combinations and No. 160 Non-controlling Interests in Consolidated Financial Statements. Section 1582 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Section 1601 and 1602 apply to interim and annual consolidated financial statements relating to years beginning on or after January 1, 2011.

	iii.	International Financial Reporting Standards (“IFRS”)

		In February 2008 the Canadian Accounting Standards Board announced 2011 as the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own generally accepted accountingprinciples. The specific implementation is set for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reportingimpact of the transition to IFRS cannot be reasonably estimated at this time.

SHARE DATA

The authorized capital of the Company consists of unlimited common shares. As of the date of this report, there are 12,543,372 common shares.

Pursuant to the Company’s Stock Option Plan, the Company may issue up to1,254,337 incentive stock options to purchase common shares of the Company. During the year ended December 31, 2008, there were no stock options exercised, and no stock options granted. Currently, there are no stock options outstanding.

Company has no outstanding warrants as of December 31, 2008. 800,000 warrants expired on June 14, 2008 and 5,250,000 warrants were exercised on September 24, 2008.

INTERNAL CONTROLS AND PROCEDURES AND DISCLOSURE CONTROL.S

a)Evaluation of disclosure controls and procedures

Public companies are required to perform an evaluation of disclosure controls and procedures annually and todisclose management’s conclusions about the effectiveness of these disclosure controls and procedures in its annualManagement’s Discussion and Analysis. The Company hasestablished, and is maintaining, disclosure controls and procedures to provide reasonable assurance that material information relating to the Company is disclosed in annual filings, interim filings or other reports, and is recorded, processed, summarized and reported within the time periods specified as required by securities regulations.

Management has evaluated the effectiveness of the Company’s disclosure controls andprocedures as at December 31, 2008 and, given the size of the Company and the involvement at all levels of the Chief Executive Officer, and the Chief Financial Officer, believes that they aresufficient to provide reasonable assurance that the Company’sdisclosures are compliant with securities regulations.

b)Internal controls over financial reporting

As at December 31, 2008 management of the Company is responsible for evaluating the design of internal control over financial reporting. The Chief Executive Officer and Chief Financial Officer, together with other members of management, after having designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reporting in accordance with Generally Accepted Accounting Principles as of December 31, 2008, have not identified any changes to theCompany’s internal control over financial reporting in the latest interim reporting period that would materiallyaffect, or are reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

RISKS AND UNCERTAINTIES

The Company’s principal activity isoil and gas exploration and development. Companies in this industry are subject to many and varied kinds of risks, including but not limited to, environmental, oil and gas prices, political and economical.

The Company has no significant source of operating cash flow and no revenues from operations. None of theCompany’soil and gas properties currently have reserves. The Company has limited financial resources. Substantial expenditures are required to be made by the Company to establish reserves.

The property interests the Company has are in the exploration stages only, are without proven reserves of commercial levels of production. Oil and gas exploration involves a high degree of risk and few properties, which are explored, are ultimately developed into commercially producing wells. If the Company’s efforts do not result incommercial production at the Alexander Prospect, the Company will be forced to look for other exploration projects.

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters.

The Company’s functional currency is the Canadian dollar.

OTHER

To view the public documents of the Company, please visit the Company's profile on the SEDAR website atwww.sedar.com.

ITEM 18.

FINANCIAL STATEMENTS

Not applicable.

ITEM 19.

EXHIBITS


Exhibit	Description
1.1⁽¹⁾	Memorandum and Articles, as amended.
1.2⁽²⁾	Name change certificate from IGN Internet Global Network Inc. to AssistGlobal Technologies Corp.
1.3⁽²⁾	Articles of AssistGlobal Technologies Corp.
1.4⁽⁴⁾	Name change certificate from AssistGlobal Technologies Corp. to Bassett Ventures Inc.
1.5⁽⁴⁾	Name change certificate from Bassett Ventures Inc. to Arris Resources Inc.;
1.6⁽⁴⁾	Notice of Articles under the Business Corporations Act of British Columbia dated June 29, 2007
1.7⁽⁴⁾	Notice of Alteration under Form 11 of the Business Corporations Act of British Columbia, Section 257, dated June 29,2007
4.1⁽²⁾	Management services agreement between AssistGlobal Technologies Corp. and Varshney Capital Corp. dated August 1, 2003
4.2⁽²⁾	Consulting services agreement between AssistGlobal Technologies Corp. and SNJ Capital Ltd. dated August 1, 2003
4.3⁽²⁾	Quotation Agreement between AssistGlobal Technologies Corp. and Canadian Trading and Quotation System Inc. dated December 3, 2003
4.4⁽³⁾	2004 Stock Option Plan
4.5⁽³⁾	Amendment to Management Services Agreement with Varshney Capital Corp.
4.5⁽³⁾	Amendment to Consulting Services Agreement with SNJ Capital Ltd.
4.6⁽⁴⁾	New Stock Option Plan adopted as of June 17, 2008
4.7	Asset Purchase and Sale Agreement dated October 31, 2008 with TJJ Holdings Inc.
4.8	Purchase Agreement dated May 4, 2009 with Soraje Holdings Inc.
4.9	Arrangement Agreement dated May 19, 2009 with InCana Investments Inc.
8.1	Subsidiaries: Arris Minerals Inc. incorporated in British Columbia on June 12, 2007 Arris Oil & Gas Inc., incorporated in British Columbia on June 13, 2007 Incana Investments Inc., incorporated in British Columbia on May 19, 2009
31.1	Section 302 Certification - CEO
31.2	Section 302 Certification - CFO
32.1	Section 906 Certification - CEO
32.2	Section 906 Certification - CFO

(1)

Incorporated by reference to Form 20-F filed on March 20, 1997

(2)

Incorporated by reference to Form 20-F filed on July 15, 2004.

(3)

Incorporated by reference to Form 20-F filed on July 11, 2005.

(4)

Incorporated by reference to Form 20-F filed on June 29, 2006

(5)

Incorporated by reference to Form 20-F filed on June 27, 2008

SIGNATURE

The registrant hereby certifies that it meets all of the requirement for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ARRIS VENTURES INC.

By: /s/ Lucky Janda

Lucky Janda

President and CEO

DATED: June 15, 2009

EXHIBIT INDEX


Exhibit	Description
1.1⁽¹⁾	Memorandum and Articles, as amended.
1.2⁽²⁾	Name change certificate from IGN Internet Global Network Inc. to AssistGlobal Technologies Corp.
1.3⁽²⁾	Articles of AssistGlobal Technologies Corp.
1.4⁽⁴⁾	Name change certificate from AssistGlobal Technologies Corp. to Bassett Ventures Inc.
1.5⁽⁴⁾	Name change certificate from Bassett Ventures Inc. to Arris Resources Inc.;
1.6⁽⁴⁾	Notice of Articles under the Business Corporations Act of British Columbia dated June 29, 2007
1.7⁽⁴⁾	Notice of Alteration under Form 11 of the Business Corporations Act of British Columbia, Section 257, dated June 29,2007
4.1⁽²⁾	Management services agreement between AssistGlobal Technologies Corp. and Varshney Capital Corp. dated August 1, 2003
4.2⁽²⁾	Consulting services agreement between AssistGlobal Technologies Corp. and SNJ Capital Ltd. dated August 1, 2003
4.3⁽²⁾	Quotation Agreement between AssistGlobal Technologies Corp. and Canadian Trading and Quotation System Inc. dated December 3, 2003
4.4⁽³⁾	2004 Stock Option Plan
4.5⁽³⁾	Amendment to Management Services Agreement with Varshney Capital Corp.
4.5⁽³⁾	Amendment to Consulting Services Agreement with SNJ Capital Ltd.
4.6⁽⁴⁾	New Stock Option Plan adopted as of June 17, 2008
4.7	Asset Purchase and Sale Agreement dated October 31, 2008 with TJJ Holdings Inc.
4.8	Purchase Agreement dated May 4, 2009 with Soraje Holdings Inc.
4.9	Arrangement Agreement dated May 19, 2009 with InCana Investments Inc.
8.1	Subsidiaries: Arris Minerals Inc. incorporated in British Columbia on June 12, 2007 Arris Oil & Gas Inc., incorporated in British Columbia on June 13, 2007 Incana Investments Inc., incorporated in British Columbia on May 19, 2009
31.1	Section 302 Certification - CEO
31.2	Section 302 Certification - CFO
32.1	Section 906 Certification - CEO
32.2	Section 906 Certification - CFO

(1)

Incorporated by reference to Form 20-F filed on March 20, 1997

(2)

Incorporated by reference to Form 20-F filed on July 15, 2004.

(3)

Incorporated by reference to Form 20-F filed on July 11, 2005.

(4)

Incorporated by reference to Form 20-F filed on June 29, 2006

(5)

Incorporated by reference to Form 20-F filed on June 27, 2008

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