Getty Copper (GTCDF) 6-K/A Report of Foreign Private Issuer for the Month of April, 2010 - Amendment No. 1

Exhibit 99.1

GETTY COPPER INC.

FINANCIAL STATEMENTS

FOR THE YEAR ENDING DECEMBER 31, 2009

(stated in Canadian dollars)

Contact: 1000 Austin Avenue
Coquitlam, British Columbia
Canada V3K 3P1
Tel: 604-931-3231

AUDITORS' REPORT

To the Shareholders of Getty Copper Inc.

We have audited the balance sheets of Getty Copper Inc. as at December 31, 2009 and 2008 and the statements of operations, deficit and comprehensive loss and cash flows for each of the years in the three year period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards (“GAAS”) in Canada and the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require that we 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, 2009 and 2008 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2009 in accordance with Canadian generally accepted accounting principles.

"De Visser Gray LLP"

CHARTERED ACCOUNTANTS

Vancouver, British Columbia
April 27, 2010

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 the opinion paragraph) when the financial statements are affected by significant uncertainties and contingencies such as those referred to in note 2 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 27, 2010 is expressed in 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 27, 2010

GETTY COPPER INC.

BALANCE SHEETS

(stated in Canadian dollars)

ASSETS	Dec. 31, 2009			Dec. 31, 2008
Current
Cash and cash equivalents	$	294,722		$	716,313
Accounts receivable		22,291			2,212
Prepaid expenses		17,993			25,203
		335,006			743,728
Mineral rights (note 5)		4,418,618			4,352,263
Property, building and equipment (note 6)		135,109			140,536
	$	4,888,733		$	5,236,527
LIABILITIES
Current
Accounts payable and accrued liabilities	$	335,684		$	382,441
Current portion of mortgage payable (note 8)		2,856			2,653
		338,540			385,094
Indemnity (note 7 )		625,348			-
Mortgage payable (note 8)		82,658			85,514
		708,006			85,514
		1,046,546			470,608
Commitments and contingencies (note 14)
SHAREHOLDERS’ EQUITY
Share capital (note 10)		21,409,542			21,409,542
Contributed surplus (note 11)		1,204,025			1,043,787
Deficit		(18,771,380	)		(17,687,410	)
		3,842,187			4,765,919
	$	4,888,733		$	5,236,527
Continuance of operations (note 2)

Approved by the Directors

“Donald R. Willoughby”,

“Corby Anderson”,

See accompanying notes to Financial Statements

GETTY COPPER INC.

STATEMENTS OF OPERATIONS, DEFICIT AND COMPREHENSIVE LOSS

(stated in Canadian dollars)

Year Ending December 31
		2009			2008			2007
Revenue
Rent		-			2,243		$	2,264
Expenses
Amortization		1,094			1,369			1,826
Bank charges & interest		163			70			108
Filing fees		16,241			14,657			11,594
Interest - long term		31,771			6,612			6,786
Insurance		2,759			2,618			2,520
Management fees		30,000			30,000			30,000
Marketing & promotion		1,383			2,463			29,429
Office & miscellaneous		8,063			9,079			25,154
Professional fees		771,049			80,424			1,046,961
Property tax		5,394			5,401			5,442
Rent		6,000			11,790			9,190
Stock option compensation		160,238			90,867			95,457
Telephone		8,852			8,096			8,159
Transfer fees		7,137			6,990			8,535
Travel		4,198			9,434			16,448
Wages & benefits		36,679			35,715			35,477
Interest		(7,051	)		(16,618	)		(10,138	)
		1,083,970			298,967			1,322,948
Net loss before other item		(1,083,970	)		(296,724	)		(1,320,684	)
Legal Settlements (note 14)		-			-			(896,319	)
Net loss and comprehensive loss		(1,083,970	)		(296,724	)		(2,217,003	)
Deficit, beginning		(17,687,410	)		(17,390,686	)		(15,173,683	)
Deficit, ending		(18,771,380	)		(17,687,410	)		(17,390,686	)
Loss per share	$	(0.01	)	$	(0.004	)	$	(0.04	)
Number of common shares outstanding		80,892,537			78,901,928			62,285,360

See accompanying notes to Financial Statements

GETTY COPPER INC.

STATEMENT OF CASH FLOW

(stated in Canadian dollars)

Year Ending December 31,

		2009			2008			2007
Cash flows from (used in) operating activities
Net loss for the year	$	(1,083,970	)	$	(296,724	)	$	(2,217,003	)
Add: Items not involving cash
Amortization – administration		1,094			1,369			1,826
Shares for debt legal settlement		-			-			493,750
Stock option compensation		160,238			90,867			95,456
Net change in non-cash working capital balances
Decrease (increase) in accounts receivable		(20,079	)		3,090			9,510
Decrease (increase) in prepaid expenses		7,210			(22,552	)		26,120
Increase (decrease) in accounts payable		112,384			(616,535	)		91,377
Increase (decrease) in indemnity payable		625,348			-			-
		(197,775	)		(840,485	)		(1,498,964	)
Cash flows from (used in) financing activities
Mortgage principal repayments		(2,653	)		(2,464	)		(2,290	)
Private placements, net of issue costs		-			377,127			1,272,061
Cash received from subscriptions (note 9)		-			-			620,000
Warrants exercised		-			488,045			22,163
Stock incentive options exercised		-			-			118,750
		(2,653	)		862,708			2,030,684
Cash flows used in investing activities
Acquisition of equipment		(886	)		-			(891	)
Exploration costs		(220,277	)		(61,839	)		(272,955	)
		(221,163	)		(61,839	)		(273,846	)
Net increase (decrease) in cash		(421,591	)		(39,616	)		257,874
Cash and cash equivalents
Beginning of period		716,313			755,929			498,055
Cash and cash equivalents
End of period	$	294,722		$	716,313		$	755,929
Supplemental disclosure:
Cash used in operating activities includes:
Interest paid	$	31,771		$	6,612		$	6,786
Interest received	$	7,051		$	16,618		$	10,138

See accompanying notes to Financial Statements

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

1.  Nature of Business 

Getty Copper Inc. was incorporated under the Canada Business Corporations Act in September 1987, and its common shares are listed for trading on the TSX Venture Exchange. Subsequent to incorporation, the Company has gone through a number of name changes and in March 2003 its name was changed to Getty Copper Inc. The Company is in the business of mineral exploration and mine development in the Highland Valley area of British Columbia.

2.  General information and continuing operations 

These financial statements have been prepared on the assumption that the Company will continue to realize its assets and meet its liabilities in the normal course of business as a ‘going concern’. The Company has incurred losses since inception, has no source of operating revenue and at December 31, 2009 has net working capital of $3,534. The Company has been and remains dependent on its capacity to raise funds via equity issuances, under terms that are consistent with the best interests of shareholders, in order to finance its operations. The statements contain no provisions for adjustments which may become necessary if the Company becomes unable to continue on a ‘going concern’ basis.

The Company has not yet determined whether its mineral rights contain ore reserves that are economically recoverable. In addition, the Company is dependent upon external sources of financing in order to fund the exploration of its mineral rights. The recoverability of amounts shown for mineral rights and the ability of the Company to meet its obligations is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of the mineral rights and future profitable production or proceeds from the disposition thereof.

3.  Significant accounting policies 

These financial statements are prepared in accordance with accounting principles generally accepted in Canada applicable to a going-concern. The financial statements do not give effect to adjustments that would be necessary should the Company be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business.

a)	Cash and cash equivalents
	Cash and cash equivalents consist of temporary investments in commercial paper and money market deposits that are highly liquid and readily convertible to known amounts of cash.
b)	Mineral rights
	Costs of acquisition and exploration expenditures are allocated to specific groups of mineral rights as work is performed on or for the benefit of those rights and are capitalized until such time as the extent of mineralization has been determined and mineral rights are either developed, sold, or abandoned. If there is an indication of impairment the mineral rights are written-down to the estimated net recoverable amount. The Company does not accrue the estimated future cost of maintaining, in good standing, its mineral rights.
	Capitalized costs are amortized over the useful life of the rights upon commencement of commercial production, or written-off if the rights are sold or abandoned.
c)	Administrative costs
	Administrative costs are expensed as incurred.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

3.	Significant accounting policies -continued
	d)	Property, building and equipment
		Property, building and equipment are recorded at cost. Amortization is provided on the declining balance basis at the following annual rates:

Automotive equipment	30%
Building	4%
Computer equipment	45%
Computer software	100%
Office equipment	20%
Portable buildings	30%

When the net carrying amount of the property, building or equipment exceeds estimated net recoverable amounts, the asset is written down to its estimated fair value and a change is recorded in the statement of operations.

e)  Stock option plan 

The Company records compensation expense under the fair value method when stock or stock options are issued to employees in accordance with any vesting terms.

f)  Future income taxes 

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized for temporary differences between tax and accounting bases of assets and liabilities and for unused tax losses. Future income tax assets are recorded in the financial statements if their realization is considered to be more likely than not.

g)  Exploration tax credits 

Exploration tax credits are recorded as a reduction in exploration costs as those costs are incurred.

h)  Flow-through financing 

Under the CanadianIncome Tax Acta company may issue securities referred to as flow-through shares, whereby the investor may claim the tax deductions arising from the qualifying expenditure of the proceeds by the company. 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), thereby reducing share capital. Previously unrecognized tax assets may then offset or eliminate the liability recorded.

i)  Use of estimates 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Specific areas involving management estimates include the variables used to derive stock-based compensation, the valuation of mineral rights and the determination of useful lives of property, building and equipment for purposes of calculating amortization.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

3.  Significant accounting policies - continued 

j)  Loss per share 

Loss per share has been calculated using the weighted-average number of common shares outstanding during each period. Diluted loss per share has not been calculated as it is anti-dilutive when the numerator used in the calculation is a net loss. For purposes of the calculation of the weighted-average number of common shares outstanding, share consolidations are considered to have occurred on the first day of the earliest fiscal year presented.

k)  Financial instruments 

The following is a summary of the Company’s classification of financial assets and liabilities:

Cash	Held-for-trading
Accounts receivable	Loans and receivables
Accounts payable and accrued liabilities	Other liabilities
Mortgage payable	Other liabilities

Financial assets classified as held-for-trading are measured at fair value with changes in those fair values recognized in net earnings. Loans, receivables and other liabilities are carried at amortized cost.

4.	Adoption of new accounting policies
	a)	Exploration Costs

On March 27, 2009, the Emerging Issues Committee of the CICA approved abstract EIC-174 – Mining Exploration Costs and withdrew EIC – 126 – Accounting by Mining Enterprises for Exploration Costs. The publication of EIC-174 covers all guidance in EIC-126 and provides additional guidance for mining exploration enterprises in circumstances where a test for impairment is required. The adoption of this abstract did not have any impact on the Company’s financial statements.

b)  Financial Instrument Disclosures 

In May 2009, the CICA amended Section 3862, Financial Instruments - Disclosures, to include additional disclosure requirements about fair market value measurements for financial statements and liquidity risk disclosures. These amendments require a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include valuations using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Level 3 valuations are based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchical classification of the Company’s cash and cash equivalents at December 31, 2009 is Level 1.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

4.	Adoption of new accounting policies- continued
	c)	Accounting Policies Not Yet Adopted

Convergence to international Financial Reporting Standards (“IFRS”)

In February 2008, the CICA announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1, 2011. Companies will be required to provide IFRS comparative information for the previous fiscal year. The transition date of January 1, 2011 will require the restatement for comparative purposes, amounts reported by the Company for the year ended December 31, 2011, for which the current and comparative information will be prepared under IFRS.

The Company has commenced its IFRS conversion project in 2008. The Company’s IFRS project consists of three phases – scoping, evaluation and design, and implementation and review. The Company has commenced the scoping phase of the project, which consists of project initiation and awareness, identification of high-level differences between Canadian GAAP and IFRS and project planning and resourcing. The Company has completed a high level scoping exercise and has prepared a preliminary comparison of financial statement areas that will be impacted by the conversion.

A detailed assessment of the impact of adopting IFRS on the Company’s consolidated financial statements, accounting policies, information technology and data systems, internal controls over financial reporting, disclosure controls and procedures, and the various covenants and capital requirements and business activities has not been completed. The impact on such elements will depend on the particular circumstances prevailing at the adoption date and the IFRS accounting policy choices made by the Company. The Company has not completed its quantification of the effects of adopting IFRS. The financial performance and financial position as disclosed in our Canadian GAAP financial statements may be significantly different when presented in accordance with IFRS.

5.  Mineral rights 

The Getty mineral claims are contiguous and are located within the Kamloops Mining District of Highland Valley, British Columbia, covering an area of approximately 200 square kilometres. Building and equipment amortization included in exploration costs during the year ending December 31, 2009 amounted to $5,218 (2008 - $5,759).

During the year ending December 31, 2009, the Company incurred $66,355 in deferred costs as follows:

		Getty Northwest		Getty Central		Getty North		Getty South 50% interest		Getty Southwest		Total Exploration & Development
Pre-feasibility study		-		-		11,966		11,966		-		23,932
Assay		-		-		-		25		-		25
Geology		-		-		1,241		1,241		-		2,482
Other		7,323		47		11,944		19,812		790		39,916
Total exploration & development costs	$	7,323	$	47	$	25,151	$	33,044	$	790	$	66,355

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

5.  Mineral rights - continued 

As at December 31, 2009, the Company’s historical deferred costs and the current carrying aggregate amount are derived as follows:

		Getty Northwest		Getty Central		Getty North		Getty South 50% interest		Getty Southwest		Total Exploration & Development
Assay	$	35,746	$	1,143	$	507,075	$	66,732	$	13,971	$	624,667
Drilling		13,770		625		4,181,817		453,304		65,810		4,715,326
Environmental		173,676		1,282		54,290		4,059		21,149		254,456
Pre-feasibility study		-		-		337,625		178,881		-		516,506
Geology		791,243		37,303		1,797,339		335,551		157,304		3,118,740
Metallurgy		525		-		972,074		14,514		-		987,113
Other		760,293		17,234		933,239		190,863		134,554		2,036,183
Total exploration & development costs	$	1,775,253	$	57,587	$	8,783,459	$	1,243,904	$	392,788	$	12,252,991
Mineral rights acquisition costs		33,210		111,846		352,397		1,069,134		113,883		1,680,470
	$	1,808,463	$	169,433	$	9,135,856	$	2,313,038	$	506,671	$	13,933,461
Less: Provision for impairment of deferred costs												(9,514,843	)
											$	4,418,618

As at December 31, 2008, the Company’s historical deferred costs and the current carrying aggregate amount are derived as follows: 

		Getty Northwest		Getty Central		Getty North		Getty South 50% interest		Getty Southwest		Total Exploration & Development
Assay	$	35,746	$	1,143	$	507,075	$	66,707	$	13,971	$	624,642
Drilling		13,770		625		4,181,817		453,304		65,810		4,715,326
Environmental		173,676		1,282		54,290		4,059		21,149		254,456
Pre-feasibility study		-		-		325,659		166,915		-		492,574
Geology		791,243		37,303		1,796,098		334,310		157,304		3,116,258
Metallurgy		525		-		972,074		14,514		-		987,113
Other		752,970		17,187		921,295		171,051		133,764		1,996,267
Total exploration & development costs	$	1,767,930	$	57,540	$	8,758,308	$	1,210,860	$	391,998	$	12,186,636
Mineral rights acquisition costs		33,210		111,846		352,397		1,069,134		113,883		1,680,470
	$	1,801,140	$	169,386	$	9,110,705	$	2,279,994	$	505,881	$	13,867,106
Less: Provision for impairment of deferred costs												(9,514,843	)
											$	4,352,263

The Company originally entered into an agreement to acquire a 50% interest in the Getty Central, Getty South and Getty Southwest mineral rights from Robak Industries Ltd. (“Robak”), a private company controlled by the Company’s then-president, under certain terms which were not met. On November 8, 2002 the Company and Robak terminated the original agreement and entered into an agreement for the Company to acquire a 100% interest in the Getty Central and Getty Southwest and a 50% interest in the Getty South mineral rights from Robak in exchange for 6,000,000 common shares of the Company at a deemed value of $1,200,000. The Company also agreed, at its sole discretion, to pay 100% of the costs to place the Getty South mineral rights into production, and granted a 1-1/2% net smelter royalty in favour of Robak.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

5.  Mineral rights - continued 

In 2004, the Board of Directors considered acquiring the remaining 50% of Getty South from Robak. The board commissioned a valuation of the Robak interest from the same party that carried out the 2002 valuation. The valuator presented information about his 2002 report that caused the board to re-examine the 2002 transaction. An independent committee comprised of all directors, except the Company’s then-president, initiated a thorough review of the historical geological data for the Getty South Property. To date, the board has received nothing that would suggest that the Getty South acquisition should be rescinded. Refer to note 14.

The Company is pursuing approaches to further develop its mineral rights. Although it is uncertain whether the Company will determine that it has economically recoverable reserves and whether it will be able to obtain the necessary financing to complete the exploration and development of the mineral rights, the Company believes that it may be able to economically develop the mineral rights. However, Canadian generally accepted accounting principles require that exploration costs related to mineral rights be written-down for impairment unless there is persuasive evidence that impairment has not occurred. Accordingly, at December 31, 2003 the Company had recorded provisions for impairment of exploration costs in the amount of $9,500,933 and of rights acquisition costs of $13,910. The Company has elected to resume deferring costs incurred from January 2004 until such time as it determines if it has economically recoverable reserves, or until exploration ceases a nd the mineral rights are abandoned.

All Getty mineral claims are subject to a 1-1/2% net smelter return royalty in favour of Robak.

6.  Property, building and equipment 

		December 31, 2009						December 31, 2008
		Cost	Accumulated Amortization			Net		Net
Automotive equipment	$	29,318	$	29,053	$	265	$	378
Computer equipment		98,540		97,314		1,226		982
Computer software		74,359		74,359		–		–
Office equipment		54,407		49,985		4,422		5,527
Portable buildings		12,112		12,112		–		–
Building		178,124		71,250		106,874		111,327
Land		22,322		–		22,322		22,322
		469,182		334,073		135,109		140,536

7.  Indemnity payable 

In April, 2009, the Company reached a settlement with one of its directors, to indemnify him for approximately 88% of legal expenses incurred during 2004 to 2007 in connection with his prosecution of legal actions against former directors who were alleged to have improperly attempted to impugn for personal reasons a 2002 mineral property interest sale agreement (“MPISA”) between the director’s company, Robak, and the Company. The settlement was premised on the fact that the director's legal actions were of benefit to the Company in the conduct of its own litigation in defense of the MPISA. The settlement provides that the director will be entitled to receive $650,000 by way of a secured debenture for $600,000 payable January 2, 2012 and bearing interest at 6%, plus $50,000 cash upon execution of a definitive agreement. The payment must be accelerated in the event the Company completes a financing of $2 million or more or in certain customary ev ents of default (failure to maintain the properties, insolvency etc).

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

8.  Mortgage payable 

The mortgage payable is secured by a first mortgage on land and building, requires monthly payments of $756 including interest at 7.5% per annum, and is repayable on October 1, 2012.

Principal repayments required are as follows:

2010	$	2,856
2011		3,074
2012		3,308
2013		76,276
	$	85,514

9.  Income taxes 

Significant components of the Company's future income tax assets are as follows:

		Dec. 31, 2009			Dec. 31, 2008
Tax value of mineral rights in excess of book value	$	646,971		$	660,938
Tax value of capital assets in excess of book value		94,599			94,745
Net operating loss carryforwards		1,573,136			903,977
		2,314,706			1,659,660
Valuation allowance		(2,314,706	)		(1,659,660	)
Net future income tax assets	$	-		$	-

The Company has determined that realization is not more likely than not and therefore a valuation allowance against all future income tax assets has been recorded.

A reconciliation between the Company's statutory and effective tax rates is as follows:

	Dec. 31, 2009		Dec. 31, 2008
Statutory rate	31	%	32	%
Tax rate change	(1	)	(1	)
Unrecognized benefit of current year's losses	(30	)	(31	)
Effective rate of tax recovery	-		-

At December 31, 2009, the Company has approximately $5,843,000 of loss carry forwards which may be available to reduce taxable income in future years. These losses expire as follows:

2010		289,000
2014		563,000
2025		622,000
2026		1,133,000
2027		2,120,800
2028		205,000
2029		911,000
	$	5,843,000

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

10.  Share capital 

a)	Authorized: Unlimited number of common shares
b)	Issued:

	Shares		Amount
Balance, December 31, 2007	67,638,907	$	19,924,370
Shares issued by private placement	10,000,000		1,000,000
Warrants exercised	3,253,630		488,045
Share issue costs	–		(2,873	)
Balance December 31, 2008 and 2009	80,892,537	$	21,409,542

In January 2008, the Company closed a non-brokered private placement for 10,000,000 shares at $0.10 per share, for proceeds of $1,000,000. Of this aggregate amount a total of $620,000 had been received during 2007.

Share purchase options – continuity
Expiry Date	Exercise Price		Number of Options Dec 31, 2008		Issued	Exercised		Cancelled			Number of Options Dec. 31, 2009
July 20, 2010	0.25		1,000,000		–	–		(1,000,000	)		–
August 15, 2010	0.25		200,000		–	–		(200,000	)		–
May 16, 2013	0.20		1,475,000		–	–		(1,475,000	)		–
August 14, 2014	0.10		–		3,325,000	–		–			3,325,000
			2,675,000		3,325,000	–		(2,675,000	)		3,325,000
Weighted average price		$	0.22	$	0.10	–	$	0.22		$	0.10
Weighted average remaining life			3.39								4.62

At the Company’s 2007 Annual General Meeting, the shareholders approved an amendment to the Incentive Stock Option Plan to allow the issuance of up to a maximum 6,700,000 incentive stock options. During the year ending December 31, 2009, the 2,675,000 options were cancelled and 3,325,000 options were issued at $0.10, expiring August 14, 2014. The cancelled options are not eligible for re-issue for 90 days.

Based upon the Black-Scholes option valuation model, with a risk free market rate of 3.05%, expected life of 5 years, zero dividends, and a volatility of 178%, the estimated compensation cost related to the options granted is approximately $124,022 and was recognized during this period, as well as the balance of $36,216 from the previous options.

Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock and expected life of the option.

11.  Contributed surplus 

The continuity of contributed surplus is as follows:

	2009	2008
Balance, beginning of year (January 1, )	1,043,787	952,920
Stock-based compensation	160,238	90,867
Fair value of options exercised	–	–
Balance at Dec 31,	1,204,025	1,043,787

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

12.  Capital management 

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support acquisition, exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital to include its working capital position and capital stock, warrant, and option components of its shareholders’ equity.

The Company manages its capital structure in a manner that provides sufficient funding for mine development and operational activities. Funds are primarily secured through a combination of equity capital raised by way of issuing equity instruments and external debt. In order to maintain or adjust the capital structure, the Company may attempt to raise additional financing through the issuance of new equity instruments, the exercise of outstanding common share purchase warrants and stock options. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company’s approach to capital management during the period ending December 31, 2009. The Company is not subject to externally imposed capital requirements.

13.  Financial risk factors 

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

a)  Credit risk 

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation.

Financial instruments that are potentially subject to credit risk are accounts receivables from unrelated parties. While economic factors can affect credit risk, the Company manages risk by providing credit terms on a case by case basis.

Customers are primarily quasi-governmental agencies. As a result, the Company has not experienced any instances of non-payment.

The Company also invests in temporary investments of Guaranteed Investment Certificates. Historically, these types of investments have been AAA rated, so the Company does not anticipate any risk related to default on these investments by the issuer.

b)  Liquidity Risk 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity by ensuring there is sufficient capital to meet short and long-term business requirements, after taking into account cash flows from the operations and the Company’s holdings of cash, cash equivalents. The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances.

Management forecasts cash flows for its current and subsequent fiscal years to predict future financing requirements. Future requirements are met through a combination of committed credit facilities to access to capital markets. At December 31, 2009, the Company had $294,722 of cash and cash equivalents.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

13.	Financial risk factors continued (continued)
	c)	Interest Rate Risk:

Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company’s most significant interest rate risk arises from its investments in Guaranteed Investment Certificates. However the maturity of these instruments is generally less than ninety days, thereby mitigating the exposure to the impact of changing interest rates.

14.  Commitments and contingencies 

In 2007 the Company incurred significant legal fees as a result of events related to the review of the 2002 Mineral Property Interest Sales Agreement and the various lawsuits to which it is a party, as described below:

• On April 25, 2006 the Company initiated a lawsuit in the Supreme Court of British Columbia against the law firm of Blake Cassels & Graydon LLP. The lawsuit claims inter alia, damages for breach of duty owed to the Company. The outcome of this claim is presently undeterminable and the financial statements reflect no
provisions in respect to it. 

• On July 7, 2006, the Company was named in a lawsuit initiated in the Supreme Court of BC by a number of plaintiffs (Aarvold et. al.) alleging, inter alia, that the business or affairs of the Company is oppressive or unfairly prejudicial to or has unfairly disregarded the interests of the plaintiffs and those similarly situated. 

• In May 2008, the Aarvold et. al. plaintiffs and Getty Copper Inc. concluded a settlement of the action in which both the plaintiffs' claims and the defendants' counterclaim have been dismissed without costs to any party. No settlement payments were transferred or received by either party. 

15.  Related party transactions 

In addition to transactions described elsewhere in these financial statements, the Company had the following transactions and balances with officers and directors of the Company and companies or professional firms with which officers or directors are associated.

		2009		2008		2007
Accounts payable	$	–	$	6,150	$	60,861
Indemnity (Note 7)	$	625,348	$	–	$	–
Exploration and development costs incurred	$	35,917	$	32,381	$	12,885
Expenses:
Management fees	$	30,000	$	30,000	$	30,000
Professional fees	$	17,083	$	17,976	$	174,498
Rent	$	6,000	$	6,000	$	6,000
Travel	$	–	$	1,110	$	–

These transactions are in the normal course of operations and are measured at fair value as determined by management.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

16.  Differences between Canadian and United States accounting principles 

The financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada which differ from those principles that the Company would have followed had its financial statements been prepared in accordance with GAAP in the United States. The significant differences which have or could materially affect line items in the financial statements are in respect to:

a)  Mineral Rights 

Under Canadian GAAP costs of acquisition and exploration and development expenditures are permitted to be capitalized until such time as the extent of mineralization has been determined and mineral rights are either developed, sold or abandoned. If there is an indication of impairment the mineral rights are written-down to their estimated recoverable amounts. Under US GAAP all exploration and development costs incurred prior to the determination of economic feasibility are expensed currently.

b)  Flow-through shares 

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Canadian Income Tax Act) and renounce the related income tax deductions to the investors. Under Canadian GAAP, which was codified in March, 2004, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability. Under US GAAP, SFAS 109, “Accounting for Income Taxes” (SFAS109), the proceeds should be allocated between the offering of the shares and the sale of tax benefits when the shares are offered. The allocation is made based on the difference between the quoted price of the shares and the amount the investor pays for the flow-through shares. A liability is recognized initially for the premium paid by the investors.

For US GAAP purposes, the difference between the future income tax liability on renunciation and the premium is recorded as a future income tax expense. For US GAAP purposes the Company does not have temporary differences as a result of the policy to expense costs related to mineral properties, therefore all future income taxes related to renouncements for Canadian GAAP are reversed through the statements of operations for US GAAP purposes.

The historical reconciling items disclosed herein are in respect to the reversal of the required Canadian GAAP treatment of flow-through share issuances and renunciations in previous years.

c)  Escrowed Shares 

Historically, under US GAAP, compensation expense was recognized when common shares were released from escrow to the extent that their fair value exceeded their issuance price, and when their release was contingent upon the performance of the issuer and/or recipient. Under Canadian GAAP no transaction is recorded when the shares are released from escrow, however, TSX-Venture Exchange policy no longer allows shares to be released from escrow for any reason except the passage of time. Accordingly, no future US/Canadian GAAP differences are expected to occur in this area.

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

16.  Differences between Canadian and United States accounting principles – continued 

	Statements of Operations and Deficit		Year Ended December 31,
			2009			2008			2007
	Net loss under Canadian GAAP	$	(1,083,970	)	$	(296,724	)	$	(2,217,003	)
	Effect of exploration costs		(66,355	)		(365,131	)		(110,977	)
	Net loss under US GAAP		(1,150,325	)		(661,855	)		(2,327,980	)
	Deficit, beginning of year under US GAAP		(25,804,605	)		(25,142,750	)	(22,814,770		)
	Deficit, end of year under US GAAP	$	(26,954,930	)	$	(25,804,605	)	$	(25,142,750	)
	Loss per share under US GAAP	$	(0.014	)	$	(0.009	)	$	(0.038	)
Balance Sheets
	December 31, 2009		Canadian GAAP			US Adjustments			US GAAP
	Current assets	$	335,006		$	-		$	335,006
	Mineral rights		4,418,618			(4,418,618	)		-
	Property, building and equipment		135,109			-			135,109
			4,888,733			(4,418,618	)		470,115
	Current liabilities	$	338,540			-			338,540
	Other liabilities		708,006			-			708,006
	Share capital		21,409,542			1,774,000			23,183,542
	Share subscriptions		-			-			-
	Contributed surplus		1,204,025			1,990,932			3,194,957
	Deficit		(18,771,380	)		(8,183,550	)	(26,954,930		)
			4,888,733			(4,418,618	)		470,115
	December 31, 2008		Canadian GAAP			US Adjustments			US GAAP
	Current assets	$	743,728		$	-		$	743,728
	Mineral rights		4,352,263			(4,352,263	)		-
	Property, building and equipment		140,536			-			140,536
			5,236,527			(4,352,263	)		884,264
	Current liabilities	$	385,094			-			385,094
	Other liabilities		85,514			-			85,514
	Share capital		21,409,542			1,774,000			23,183,542
	Share subscriptions		-			-			-
	Contributed surplus		1,043,787			1,990,932			3,034,719
	Deficit		(17,687,410	)		(8,117,195	)	(25,804,605		)
			5,236,527			(4,352,263	)		884,264

GETTY COPPER INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

(stated in Canadian dollars)

16.  Differences between Canadian and United States accounting principles (continued) 

December 31, 2007		Canadian GAAP			US Adjustments			US GAAP
Current assets	$	763,882		$	-		$	763,882
Mineral rights		3,987,132			(3,987,132	)		-
Property, building and equipment		147,664			-			147,664
		4,898,678			(3,987,132	)		911,546
Current liabilities	$	703,908			-			703,908
Other liabilities		88,166			-			88,166
Share capital		19,924,370			1,774,000			21,698,370
Share subscriptions		620,000			-			620,000
Contributed surplus		952,920			1,990,932			2,943,852
Deficit		(17,390,686	)		(7,752,064	)		(25,142,750	)
		4,898,678			(3,987,132	)		911,546
Statements of Cash Flows
		2009			2008			2007
Canadian GAAP – Cash used in operating activities	$	(197,775	)	$	(840,485	)	$	(1,498,963	)
Exploration costs expensed under US GAAP		(220,277	)		(61,839	)		(272,955	)
US GAAP – Cash used in operating activities	$	(418,052	)	$	(902,324	)	$	(1,771,918	)
Canadian GAAP – Cash used in investing activities	$	(220,277	)	$	(61,839	)	$	(273,846	)
Exploration costs expensed under US GAAP		220,277			61,839			272,955
US GAAP – Cash used in investing activities		-			-			(891	)