Snowdon Resources (SWDO) 10-K 2008 FY Annual report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 

           OF 1934 FOR THE YEAR ENDED APRIL 30, 2008 

Commission file number 000-52813

SNOWDON RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

789 West Pender Street, Suite 1010
Vancouver, British Columbia
Canada V6C 1H2
(Address of principal executive offices, including zip code.)

(604) 606-7979
(telephone number, including area code)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
YES ¨     NOx

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.YESx     NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy ir information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨

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

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YESx     NO ¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of July 11, 2008: $550,000.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Description of Business.	3
Item 1A.	Risk Factors.	20
Item 1B.	Unresolved Staff Comments.	20
Item 2.	Properties.	20
Item 3.	Legal Proceedings.	21
Item 4.	Submission of Matters to a Vote of Security Holders.	21
	PART II
Item 5.	Market Price for the Registrant’s Common Equity, Related Stockholders Matters
	and Issuer Purchases of Equity Securities.	21
Item 6.	Selected Financial Data.	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of
	Operation.	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	25
Item 8.	Financial Statements and Supplementary Data.	25
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial
	Disclosure.	39
	PART III
Item 9A.	Controls and Procedures.	39
Item 9B.	Other Information.	41
Item 10.	Directors and Executive Officers, Promoters and Control Persons.	41
Item 11.	Executive Compensation.	45
Item 12.	Security Ownership of Certain Beneficial Owners and Management.	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	49
Item 14.	Principal Accounting Fees and Services.	49
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	50

-2-

PART I

ITEM 1.      DESCRIPTION OF BUSINESS

General

We were incorporated on March 1, 2006 and our fiscal year end is April 30. Our administrative office is located at 789 West Pender Street, Suite 1010, Vancouver, British Columbia, Canada V6C 1H2, which is also our mailing address. Our telephone number is (604) 606-7979, and our registered statutory office is located at 6100 Neil Road, Suite 500, Reno, Nevada 89544.

We are an exploration stage mining company. We have no ore bodies. We intend to prospect for uranium on our one property which now contains twelve claims. We acquired five claims on April 1, 2006 from Maggie-May Minerals, Inc. which is not affiliated with us. The claims were re-staked in March, 2008 and increased to a total of twelve.

Claims

The following is a list of the claims which we own as filed with Bureau of Land Management, hereinafter the “BLM,” showing the claim number, name of claims, date of location and date of expiration for claim. All claims are located in Gila County, Arizona.

AMC #	Claim Name	Date of Location	Date of Expiration
Original Claims – now superseded:
370254	CR # 1	November 26, 2005	n/a
370255	CR # 2	November 26, 2005	n/a
370256	CR # 4	November 26, 2005	n/a
370257	CR # 8	November 26, 2005	n/a
370258	CR # 10	November 26, 2005	n/a
Current Claims:
390227	CR # 1	February 28, 2008	September 1, 2009
390228	CR # 2	February 28, 2008	September 1, 2009
390229	CR # 3	February 28, 2008	September 1, 2009
390230	CR # 4	February 28, 2008	September 1, 2009
390231	CR # 5	February 28, 2008	September 1, 2009
390232	CR # 6	February 28, 2008	September 1, 2009
390233	CR # 7	February 28, 2008	September 1, 2009
390234	CR # 8	February 28, 2008	September 1, 2009
390235	CR # 9	February 28, 2008	September 1, 2009
390236	CR # 10	February 28, 2008	September 1, 2009
390237	CR # 11	February 28, 2008	September 1, 2009
390238	CR # 12	February 28, 2008	September 1, 2009

-3-

Each claim measures 600 feet by 1,500 feet and covers 20 acres. Total land position is 240 acres.

In order to keep claims in good standing, a claim maintenance fee in the amount of US$125.00 per claim must be paid by to the BLM each year on or before September 1 and there is no grace period. The claim maintenance fees due no later than September 1, 2008 were paid in July, 2008. We will not cause the claims to expire as a result of not paying the required maintenance fees, provided that mineralized material is found. In the event that our exploration program does not locate mineralization of interest, we will allow claims to expire and cease operations.

The property was as selected based on research of documented occurrences of uranium mineralization in Arizona and because mineralization has been located on other properties nearby, which are underlain by the same lithology. At the adjacent Promontory Butte deposit, important host rocks for radioactive material include siltstones and conglomerates containing abundant carbonaceous material, representing mostly fossilized plants, is thought to have deposited along ancient stream channels. We do not claim to have an ore body. No mineralized material has been discovered on our property. A Radon survey was completed on the CR mineral claims during June, 2008 and is described below.

Location and Access

The twelve CR Mineral Claims are located approximately 30 miles east of Payson, Arizona in Township 11 north, Range 13 East, sections 34 & 35, Gila County, Arizona. The Claim Block is situated within the Mogollon Slope region on the southwestern edge of the Colorado Plateau geologic province in the east-central Arizona region. The edge of the physiographic Colorado Plateau is a dissected scarp known as the Mogollon Rim. The Mogollon Rim is both a structurally and topographically high which creates a regional drainage divide. The waters to the north traverse to the Colorado River and the waters to the south flow to the Gila River system. Elevations on the property range from about 6,200 to 6,450 feet.

The CR claims may be accessed from Payson, Arizona by traveling east on Arizona State highway 260 for approximately 30 miles to the Colcord Road junction, then travel about 1 mile southeast on Colcord Road to the claim boundary. There are several dirt roads that traverse the property in a northerly direction.

The terrain on the property is moderate with south dipping slopes and pine trees as the predominant vegetation. The property is typically snow free which provides a 12 month work season. The claims are outlined on the following topographical and geological maps of the area.

-4-

MAP 1

-5-

MAP 2

-6-

MAP LEGEND

Property Geology

The CR Claim block is underlain by the Pennsylvanian Horquilla Formation which is a carbonate sequence that forms ledges and slopes. The strata within the Horquilla consist of cyclically interbedded fossiliferous limestone and minor terrigenous mudstone and siltstone. The frequency and thickness of the clastic beds increase upward into the Pennsylvanian-Permian Earp Formation.

The Horquilla Formation began with the eastward transgression of the sea from the Cordilleran geosynclines into a restricted embayment. The sea advanced over a relatively flat surface formed partly by karst topography at the top of the Redwall Limestone. Thin sheets of gravel, composed of chert and flint pebbles, and in some instances contains brachiopods or other marine fossils was spread over the area followed by layer of mud, silt and carbonate deposits.

-7-

The Naco Group (uranium enriched) is predominately a marine sequence of interbedded limestones and shales that grades laterally in the Lower Supai Formation of Late Pennsylvanian–Early Permian age. It was deposited during a marine transgression over a karst surface developed on the Mississippian Redwall Limestone. There are three members in the Naco Group. The lowermost member is typically a basal reddish-brown cherty mudstone, siltstone, or conglomerate with the source of material from the solution of the Redwall Limestone and followed by stratified mudstone, siltstone and sandstone. The middle member consists of richly fossiliferous resistant limestone and interbedded with purple shales and siltstones. The upper member consists of a succession of reddish-brown clastics and interbedded limestone produced by the interfingering of marine units and continental margin and terrestrial redbeds of the south-eastward building of the Supai delta.

Mineralization

The origin of the uranium that occurs in the Colcord Road region are directly related to sandstone lenses of stream origin in beds of late Paleozoic age coincidental with the evolutionary development of land plants. The uranium deposits are tabular peneconcordant types that are enveloped in rock formations with reduced geochemical characteristics. The sandstone is pale gray and white and contains coalified plant fossils and finely disseminated pyrite. The associated mudstones are gray or green and also contain disseminated pyrite.

The uranium deposits are in the sandstone lenses interbedded with mudstone that formed in intermontane basins on broad alluvial plains or fans. The host sandstone ranges from fine to coarse grained and in places it is conglomeratic with a dominantly quartzose composition. The uranium beds have a gentle dip which may have resulted from either stream gradient or slight tectonic tilting. The uranium deposits formed at shallow or moderate depths. Within the Colcord Road area the peneconcordant uranium deposits are associated with plant debris and are light colored containing pyrite in shale (mudstone). The clastic rocks have been deposited in fluvial environments and are stratigraphically controlled. The mineralization is digenetic related to the migration of ground waters. The source of the uranium is believed to be the Precambrian rocks to the south. The uranium is associated with copper and not vanadium. The primary mineralization is characterized by metallic sulfides and uranium and in most instances it is a uraninite in coalified material.

The uranium mineralization in the Colcord Road area is estimated to occur about 700 feet above the Redwall Limestone. The uranium beds seem to be in one prominent zone of conglomerates and related cross-stratified sandstone and shales laced with carbonized and coalified plant debris within a fluvial complex. The fluvial complex displays a progressive northward shift of channel deposits with pebbles grading to inclined siltstones-claystones on the south sides of channels. Studies have shown the current within the stream channels was flowing in an easterly direction and are point-bar deposits. The channel complex is blanketed by a gray-green shale bed that contains abundant thin carbonized plant remains. The horizons are several feet thick and usually contain thin coaly units.

Uraninite, a variety of pitchblende, is the only uranium-bearing mineral reported in the area. The pitchblende occurs as sperulites and as a replacement of wood fragments. The uraninite occurs in concentrated layers and is disseminated in the fine-grained, gray siltstone and the limestone conglomerate. Drill results in the nearby Promontory Butte area indicate the uranium bearing minerals are concentrated in a horizon that includes the gray siltstone and the limestone conglomerate and appear to have a concordant 10 degree dip to the southeast. A large percentage of the uranium mineralization occurs as a direct replacement of wood fragments. In some instances, the pitchblende was deposited in a mamillary or nodular form around the periphery of existing crystals.

-8-

History of Previous Work

To date, the only evidence to indicate previous work includes shallow prospects and cuts. Several roads and clearings may have been part of exploratory drilling efforts, however this has not been confirmed. Available literature does indicate that anomalous radioactivity was recognized in the immediate vicinity during the course of regional stream sediment surveys and airborne radiometric work conducted by the Atomic Energy Commission and/or Department of Energy, in the time period between the 1950 to late 1970. A thorough study of all references related to the CR property has not been attempted.

Radon Survey

The possibility of using radon measurement as a uranium prospecting technique was first suggested in 1927. Radon, being a noble gas does not combine with other element which facilitates its free migration through pore spaces in rock and soil and its dispersion over considerable distances by groundwater and surface water. Radon occurs naturally as three isotopes with mass numbers 222, 220, and 219 which are member of the 238U, 232Th and 235U decay series. After formation by radioactive decay, a radon atom diffuses through the enclosing mineral and diffuses through the ground air or groundwater present in pore spaces. In arid areas with little or no topsoil there is almost complete continuity between ground and atmospheric air and comes under the influence of meteorological variables. Low barometric pressure and strong winds tend to draw ground air out of the pore spaces and fractures of the near surface layers, thus reducing the radon concentration within them causing an upward movement of gas from depth. Calm conditions on the other hand reduce the rate of radon escape to atmosphere and result in a build up within the ground. Rainfall also restricts the upward flow of radon but has varying effects depending upon the soil profiles. Where soil is absent the rain water penetrates deeply and seals off the pore spaces in depth, producing a temporary reduction in near surface radon concentration. It is therefore emphasized that radon prospecting is part of a dynamic system depending upon a number of variables and the interpretation of the data must consider all the radon characteristics and geological environment of the survey area.

A radon survey was completed for Snowdon Resources Corporation on the CR Mineral Claims during June, 2008 by GeoXplor Corp., under the supervision of John Rud, Geologist, M.Sc. The theory of GeoXplor Corp’s radon soil surveys are based on the element radon which is a radioactive daughter product of uranium decay. Radon is produced by the radioactive decay of radium, a product of uranium and thorium decay in rocks and soils. Theoretically, radon-222 concentrations in soil should be directly related to the uranium content of the minerals in the soil and rocks. Radon is a daughter product of uranium-238 and a non-reactive, highly mobile gas that migrates away from the site of its uranium parent by diffusion and advection along joints, faults, and intergranular permeable pathways.

The magnitude of a radon anomaly associated with a parent concentration of uranium will be due to the size and grade of the parent body. Dispersion and dilution along the pathways to the surface increase the size of the radon footprint but also reduce the magnitude. The location of the anomaly relative to the uranium body will be strongly influenced by the orientation of the pathways to the surface.

The radon survey utilizes a system that measures the radon by an ion chamber with electrically charged Teflon, called an electret, located inside an electrically conducting plastic chamber of known air volume. The electrets serve as a source of high voltage needed for the chamber to operate as an ion chamber. It also serves as a sensor for the measurement of ionization in air. The ions produced inside the sensitive

-9-

volume of the chamber are collected by the electrets causing a depletion of charge. The measurement of the depleted charge during the exposure period is a measure of integrated ionization during the measurement period. The electrets charge is read before and after the exposure using a specially built non-contact electret voltage reader.

The CR mineral claim uranium radon survey consisted of 645 stations with 585 filtered radon readings. The minimum reading was –0.71 dV and a maximum reading of 36.67 dV. The mean value was 11.61 dV with a midrange reading of 17.98 dV.

The gridding was completed by Kriging on a point basis with a standard deviation of 4.92 dV. The grid consisted of 10 lines on 100 meter spacing with station readings on 20 meter intervals for a lineal distance of 12,000 meters that covered an area of 1.08 square kilometers.

Conclusions of the Radon survey were as follows:

The CR mineral claims are underlain by a red to purple fine grained sandstone and gray limestone and dolomite of the Horquilla Formation. Available literature indicates that anomalous radioactivity in the immediate vicinity of the CR claims was reported by the Atomic Energy Commission, Department of Energy and Arizona Bureau of Geology Publications.

The Radon Survey defined several radon anomalies in the southern region of the CR mineral claim radon survey grid. The anomalies have a southeast trend which coincides with the regional trend of the uranium enriched channels in the nearby Promontory Butte/Mogollon Rim area. Field verification of the radon anomalies was completed by utilizing a RS230 Spectrometer which indicated gamma reading of 200 cps (2X background) in the area of the defined radon anomalies.

Recommendations were made to complete the following drill holes to determine the size, depth and grade of the uranium channel mineralization. The recommended drill holes to complete the first phase of a drilling program are as follows:

Drill Hole	UTM East	UTM North
DH #1	503600	94600
DH #2	503950	94500
DH #3	503440	94400
DH #4	503360	94300

Our Proposed Exploration Program

We will be prospecting for uranium with the goal of identifying mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.

We have completed the Radon survey as described above. Four recommended drill sites have been identified, and will form the first phase of a drilling program. The Radon survey was more extensive than originally contemplated and allowed us to replace certain previously planned exploration steps. Those were, establishing a survey grid, geological mapping of the rock structures, soil sampling and analysis, a

-10-

radiometric survey, and a magnetometer survey. Total cost previously estimated for these steps together with the Radon survey was $74,450. The Radon survey and related consulting work that replaced those steps cost approximately $67,000.

At present, our property should be considered undeveloped raw land. Work to date has only included the staking of twelve contiguous lode claims, the required filing with both county and federal agencies and the radon survey as described. Maintenance fees due to the BLM for claims held are due on or before September 1 every year. For the CR claims, this maintenance fee amounts to $1,500 in total.

The following is our plan and milestones for exploration:

Phase 2

1. We will submit a Plan of Operation to the Tonto National Forest Service to conduct a drill program. Approval can take up to six months.

2. If our submission is approved, we will proceed with a reverse circulation drilling program at the locations recommended in the Radon survey report. This program will consist of 4 vertical holes drilled to a depth of 300 feet. The cost is estimated to be approximately $25,000 and the time involved is estimated to be 10 days.

3. As the drill holes are completed, a radiometric, down-hole probe will be immediately inserted in the holes to measure gamma ray counts. Cost is estimated to be approximately $6,000.

4.Administration and supervision by the field geologist during the drilling program and for the radiometric measurements is estimated to cost approximately $10,000.

5. Reclamation work cost is estimated to be approximately $10,000 and time involved is estimated to be 4 days. A refundable bond payment for reclamation work will need to be posted and is expected to be approximately $15,000.

Uranium in General

Background

The primary use of uranium oxide (“U3O8” or “uranium”) is as a fuel for nuclear power generation. The market for uranium has historically been prone to extreme high and low commodity prices. Commercial demand for uranium began to grow dramatically in the early 1970s as significant numbers of new orders were made for nuclear reactors, but at that time, uranium prices were severely depressed. In January 1973, the price for uranium was US$5.95 per pound (US$13.12 per kilogram). Uranium production began to exceed demand in anticipation of projected reactor construction at that time. The spot uranium price increased significantly and the price reached a peak of nearly US$43.40 per pound (US$95.68 per kilogram) in June 1978. However, the financial impact of retrofitting reactors under construction, the need for approved and anticipated new reactors to meet new environmental regulations, and public fears concerning the Thre e Mile Island, Pennsylvania event in 1979, resulted in many planned and ordered reactors being cancelled throughout the world. Although the demand for uranium continued to grow in France and Japan, the level of demand did not reach the levels originally predicted and by 1984, a surplus inventory of uranium existed.

-11-

Demand for Uranium

U3O8 is the primary material fabricated into fuel for nuclear power plants worldwide. Through the process of nuclear fission, the uranium isotope U235 undergoes a nuclear reaction where its nucleus is split into smaller particles. The reaction releases a significant amount of heat which may be used for electricity generation. Minor amounts of uranium are also used as a feedstock for over 200 private nuclear reactors operated for research purposes and for production of isotopes for medical and industrial end uses.

The demand for U3O8 is directly linked to electrical generation by nuclear power plants. Annual fuel consumption by western nations has increased from approximately 73 million pounds of U3O8 in 1980 to approximately 160 million pounds of U3O8 in 2005. The cost structure of nuclear power generation, which has higher capital costs and lower fuel costs than most other forms of power generation, requires nuclear plants to be kept operating at high capacities in order to achieve optimal economics. As a result, nuclear generation provides baseload electrical power making the demand for uranium fuel more predictable than most other fuels. Demand forecasts for uranium depend largely on forecasts of installed and operable nuclear power generation capacity, regardless of economic fluctuations or the demand for other forms of power.

World net electricity consumption is expected to nearly double over the next two decades, according to the United States Energy Information Administration’s International Energy Outlook 2004 reference case forecast. Total demand for electricity is projected to increase on average by 2.3% per year from 13,290 billion kilowatt hours in 2001 to 23,072 billion kilowatt hours in 2025. This projection assumes that developing countries in Asia, including China and India, will continue their current economic expansion with overall gross domestic product (“GDP”) growth of 5% annually over the period. The rate of economic growth of China and India is approximately 2% greater than the average global GDP growth rate. The energy demand accompanying economic growth in Asia is expected to double over the next two decades and account for 40% of the total increase in projected world energy consumption over that period.

The World Nuclear Association (the “WNA”) reported that worldwide uranium fuel consumption attributed to fuel reactors in 2004 was 173 million pounds. The 2003 Nuclear Energy Agency/Organization for Economic Cooperation and Development Red Book projects that demand will increase to between 191 and 224 million pounds of U3O8 by 2020, representing an annual growth rate of between 0.6% and 1.7% .

According to the WNA, as of August 2005, there were a total of 440 operable commercial nuclear power plants globally with an aggregate installed generating capacity of 367,684 megawatts requiring 178 million pounds of U3O8 per year. These commercial nuclear plants are currently supplying approximately 16% of the world’s power requirements. Worldwide, an additional 23 commercial nuclear power plants, representing 17,431 megawatts of electricity, are under construction. Finland, France, Russia, China, India, Pakistan and Japan have plans to build new reactors, in addition to those now under construction. New construction is currently centered in Asia. In China, nine operating reactors account for approximately 1% of all power generation in that country. China currently has two reactors under construction and it has been reported that it is planning to build another eight reactors in the near future.

-12-

Significant increases in the cost of producing electricity due to escalating oil, coal, and natural gas prices, as well as global warming concerns are increasing international interest in nuclear power and bringing demand for uranium to new levels. The need for security of supply and protection against the rapidly rising cost of energy is also one of the arguments being made by advocates in favor of using nuclear power.

Countries which have turned away from nuclear power in the past, such as Italy and Turkey, are now reconsidering the nuclear option. Other countries such as Sweden and Belgium are reviewing earlier decisions to phase out nuclear power plants. The Labour Party in the United Kingdom, under Prime Minister Tony Blair, as recently as July 2005, has made public comments indicating the real possibility of launching new nuclear power programs.

In the United States, which is the largest producer of nuclear power in the world, the nuclear industry is extremely active. US reactors have improved operating efficiencies to greater than 90%. Thirty-three reactors have been granted 20-year license extensions by the Nuclear Regulatory Commission since 2000. License extension applications have been filed for an additional 16 reactors, and 25 more reactors are expected to file for license extensions within the next six years. NuStart Energy Development, LLC, a consortium of eight companies including utilities and design groups, is participating in a 50-50 cost sharing program that is part of the United States Department of Energy’s Nuclear Power 2010 initiative, a program designed to commence construction of a new nuclear plant in the US by that date.

On August 8, 2005, President George W. Bush signed into law The Energy Policy Act of 2005 (the “Energy Act”), which incorporates a wide range of measures that support today’s operating nuclear plants and provide important incentives to build new nuclear plants, including:

*	production tax credits, loan guarantees and risk protection for companies pursuing the first new reactors;
*	an extension of the Price-Anderson Act, an insurance framework for protecting the public in the event of a nuclear incident; and
*	authorization of funding for nuclear energy research and development, as well as funding to build an advanced hydrogen cogeneration reactor in the State of Idaho.

We believe that the Energy Act is a positive step taken by President George W. Bush to reach the goal of generating sufficient quantities of electricity to meet growing demand, but without emitting pollutants or greenhouse gases.

Supply of Uranium

Uranium production has fallen below reactor demands and consumption for almost 20 years. In October 2004, the WNA announced that current production from uranium mines was only providing 55% of the world’s demand. Nuclear utilities around the world consumed approximately 173 million pounds of uranium in 2004, while world mine production was only 105 million pounds.

-13-

Since 1985, the world uranium industry has experienced continued consolidation and reduction due to a market oversupplied with government and utility inventories. Utility deregulation during this period motivated nuclear utilities to consume or dispose of large inventories that had been built up during the 1970s. National governments, recognizing the commercial nature of nuclear electrical generation, made decisions to dispose of strategic stockpiles of uranium. As the economic polices of the former Soviet Union began changing in the late 1980s, large quantities of uranium that had been mined during the Cold War began flowing into the world market. In February 1993, the US and Russia entered into an agreement (the “HEU Agreement”) to manage the disposition of highly enriched uranium (“HEU”) derived from the dismantlement of Russian nuclear warheads. Under the HEU Agreement, over a term of 20 years, weapons-derived HE U was to be diluted in Russia and delivered into the US as low enriched uranium (“Disarmament Uranium”), suitable for use in nuclear power plants. Disarmament Uranium scheduled for delivery during this period represented approximately 400 million pounds of natural uranium as U3O8. These alternate sources of supply overwhelmed the market, keeping prices well below most producers’ costs.

The shortfall in supply over the past two decades has been met by above-ground material derived from previously-mined uranium, including (i) highly-enriched fissionable material from nuclear weapons blended with low enriched uranium, which supplies approximately 11% of world demand; (ii) reprocessed uranium and plutonium derived from used reactor fuel; (iii) depleted uranium enrichment tails, which are re-enriched and added to the fuel mix used by some utilities in Europe and which supply approximately 6% to 8% of world demand; and (iv) excess inventories held by utilities, producers, other fuel cycle participants, and governments. According to The Nuclear Review, excess inventories are now estimated to be less than 100 million pounds. Inventories have been drawn down, on average, by 35 to 40 million pounds annually over the last decade. If mine production continues at current volumes, the current excess inventory is expected to cover t he production shortfall for three years or less.

In March 1999, Cameco Corporation (“Cameco”), COGEMA Mining, Inc. and RWE NUKEM, Inc. (collectively, the “Western Companies”) and Techsnabexport (“Tenex”) entered into an agreement (the “HEU Feed Agreement”) that provided for the sale and disposition of Disarmament Uranium. Tenex, the Russian agent, modified the HEU Feed Agreement with the Western Companies in 2004 allowing it to retain approximately seven million pounds of uranium per year for its own needs commencing in 2008. The Western Companies had previously assumed that such amount of uranium would be available to them. Russia provides fuel to Russian-designed reactors around the world, which require twice as much U3O8 as Russia produces. In addition, Russia is proceeding with an ambitious domestic nuclear expansion program which will make this shortfall in U3O8 supply even more pronounced. Furthermore, Russia has indicated that it may not renew the HEU Feed Agreement when it expires in 2013.

Historically, the abundance of above-ground materials not only caused existing higher-cost suppliers to be driven out of business, but new mines were also discouraged from starting and exploration was neglected. Currently, the absence of new production sources and depletion of uranium stockpiles has raised concerns about a looming shortage of uranium. Management of High Plains believes that over the next 10 years there will be a shortfall of uranium of as much as 90 million pounds per year. In the event that Russia does not renew the HEU Feed Agreement and world consumption of uranium continues to increase, new sources of uranium must be found. World mine production needs to expand significantly after 2005 to meet current and estimated future consumption.

-14-

Critical considerations in evaluating the potential for new supplies are lead times and capital costs required to obtain permits and develop new uranium production. The lead time for most new production facilities from discovery to production has historically been approximately 10 to 20 years due to environmental challenges and the technical difficulties inherent in uranium mining. Higher prices for uranium are expected to induce new capacity and projects previously deferred will be reviewed. This process will be underpinned by new investment in the segment. Uranium mine production must increase to meet future demand. We believe that the shorter lead time for developing and obtaining permits for their ISL properties in the US creates a competitive advantage for us.

Supply Deficit

The uranium supply deficit has been caused by an oversupply of cheap uranium inventories that have taken 20 years to consume. The depressed prices resulted in the development of a limited number of deposits around the world and uranium exploration effectively ceased. Although exploration has increased recently with the rise in uranium demand and pricing, the discovery of uranium deposits, approval by applicable regulatory authorities, and progression to production can take an exploration company at least four years to achieve and in most cases, a decade or longer.

Each year since 1989, the consumption of uranium has exceeded primary production by a substantial margin. In 2004, global demand for uranium was approximately 173 million pounds while global production was 105 million pounds. The supply shortage of approximately 70 million pounds has been accommodated by sales from existing inventories, former stockpiles stored in Russia and recycling programs. Uranium held in inventories is being drawn down by 35 to 40 million pounds per year and The Nuclear Review publication estimates that global excess inventories are less than 100 million pounds.

In summary, the uranium market will face a growing supply deficit until new mines produce sufficient quantities of uranium to meet the growing demand from the increasing number of operating reactors. Recent decreases in inventory levels, the recognition by Russia of its own internal need for uranium supply (which has resulted in Russia becoming a net importer of uranium), and the construction of approximately 40 new commercial reactors over the next 10 to 15 years will exacerbate this shortfall.

Uranium Producers

The uranium production industry is highly concentrated with a small number of companies operating in relatively few countries. According to the WNA, in 2004, four major uranium producers accounted for approximately 67% of uranium production in the world. The top 10 uranium producing companies control 88% of world uranium production. State-owned firms in Russia, Kazakhstan, Uzbekistan and Ukraine accounted for 23% of the world’s uranium production. The Canadian uranium industry has been the leading supplier of uranium in recent years with production of 30.2 million pounds U3O8 in 2004, representing nearly 30% of world production.

Entity Share of World 2004
Uranium Production
Cameco Corporation	19.9	%
Areva (COGEMA)	19.6	%
Rio Tinto	18.7	%
WMC Resources Ltd.	9.0	%
TOTAL	67.2	%

-15-

Production of uranium in the US has declined to approximately 2.3 million pounds in 2004 from 43.7 million pounds in 1980, while US demand for uranium is currently over 55 million pounds. This demand and supply imbalance is significant and President George W. Bush has recently stated publicly that energy supply including uranium is a key strategic issue for the US.

Our principal competitors are uranium exploration and pre-production companies, including: Energy Metals Corp., Strathmore Minerals Corp., Uranium Resources, Inc., Everest Exploration, Inc., Rio Grande Resources Corporation and Cotter Corporation who are also active in securing uranium property interests throughout the United States. We believe that our focused geographic strategy and experienced team position us well among these competitors.

Pricing of Uranium

The vast majority of uranium is sold by producers under long-term contracts, hence the spot market for uranium is limited. There is no publicly quoted futures market for uranium. Term contracts typically provide for deliveries to begin one to three years after execution and generally run for several years. Market participants rely on multiple published price opinions based on historical data and market sentiment. Contract uranium prices are established by a number of methods, including base price levels adjusted by inflation indices, reference prices (multiple published spot price opinions as well as long-term reference prices) and annual price negotiations. Many contracts also contain minimum and maximum prices and other negotiated adjustments which effect the price ultimately paid. Prices under uranium supply contracts are usually confidential.

Utilities also acquire uranium by way of spot and near-term purchases from producers and traders. Spot market purchases usually have delivery dates within one year of the purchase. Traders generally source their uranium from organizations holding excess inventory including utilities, producers and governments. We estimate that the spot market volume in 2004 was about 20 million pounds, which was consistent with the volume over the last eight or nine years and represented approximately 12% of demand.

The spot price of U3O8 currently lags the long-term price by approximately US$1.00 to US$2.00 per pound. This difference reflects the increased premium to secure a long-term supply in a tightening market. We believe that this gap between long-term and short-term prices may put additional upward pressure on the spot price to the extent that material potentially available for spot sales is diverted to the long-term market.

The Uranium Production Process

Uranium ore is mined in one of the three ways depending on the characteristics of the deposit. First, uranium deposits close to the surface can be recovered using an open pit mining method. Second, higher-grade, deeper deposits can be mined using conventional underground mining methods. Third, if ground conditions are appropriate, ISL can be used. ISL tends to be a lower cost mining method for deeper or lower grade deposits. We expect to recover uranium by ISL. ISL can partially offset the effect of lower grade deposits and we are of the view that generally, in the US it is easier and faster to obtain a permit to engage in ISL mining than to use conventional mining methods.

-16-

The ISL Process

In the case of ISL mining technology, an oxygen-rich leaching solution is injected through wells drilled into the deposit. The solution changes the pH level of the groundwater to mildly alkaline in a uranium-bearing aquifer and with added oxygen, creates an environment in which the uranium dissolves. The groundwater is then pumped to the surface and treated to recover the uranium. After the uranium has been extracted, the groundwater is pumped back into the aquifer. ISL mining technology was developed for uranium approximately 35 years ago and accounted for approximately 21% of the world’s uranium production in 2004 and accounts for approximately 85% of all uranium recovered in the US (see Table I). The principal advantages of the ISL mining process over open pit and conventional underground mining processes include safer operations, low capital and operating costs, and minimal environmental impact. The ISL mining technology minimi zes disturbance of the land’s surface as there are no open pit excavations or underground shafts, and the ore body is not exposed to employees or the atmosphere. Additionally, ISL mining technology does not produce large volumes of waste and tailings. All operator activity occurs on the surface with little dust generation as the processing plant does not require crushing or grinding facilities. On completion of uranium recovery, wells can be plugged from top to bottom with concrete and capped, process facilities removed and the land surface rehabilitated with little or no evidence of uranium recovery activities.

ISL mining technology is typically carried out where the uranium mineralization is located in unconsolidated sands, sandstone or permeable rocks situated between impermeable strata and below the water table in an ore zone chemically suited for leaching. Countries with suitable deposits currently being mined using ISL include the United States, Australia, Kazakhstan and Uzbekistan. In the United States, ISL is considered to be the most cost effective and environmentally acceptable method of mining. Other advantages of ISL mining technology include fewer regulatory requirements in obtaining a mining permit and significantly lower capital and reclamation costs compared to traditional mining methods.

In the US, the most active areas with potential for near-term production growth are those with ISL targets located throughout the western United States and Texas. There are currently producing ISL and conventional mines in Wyoming and Texas operated by other companies, thus a regulatory regime for uranium ISL mining in these jurisdictions has already been developed.

The Nuclear Fuel Cycle

The nuclear fuel cycle begins with uranium’s transformation from ore in the ground into nuclear fuel and ultimately ends with the disposal of waste products from the reactor. After initial extraction from the deposit, the uranium ore is transported to a mill for processing. The first step in milling is to crush the ore and treat it with acid to separate the uranium metal from rock. The net result of leaching is an 80-90% U3O8 concentrate, also known as “yellowcake”. U3O8 is the uranium product sold on the market. Following milling, the U3O8 is converted to uranium hexafluoride (“UF6”) and then enriched by heating it above 56 degrees Celsius to create a gas, in which the uranium attains a workable form. Enriched UF6 is then converted to uranium dioxide (“UO2”) powder and formed into pellets, which are encased in thin metal tubes to form fuel rods. The fuel rods are grouped into fuel assemblies, which fo rm the core of the reactor. Inside the reactor, uranium isotope U235 fissions, or splits, produce a massive amount of heat that is used to generate steam that drives turbines and creates electricity. A 1,000 megawatt reactor needs about 75 tons of low-enriched uranium to produce approximately seven billion kilowatt hours of electricity each year.

-17-

Once the fuel is consumed, it is removed from the reactor and stored on-site for a number of years while its radioactivity and heat subside. After a period of storage, the highly radioactive residue produced can be separated and packaged for either chemical reprocessing to recover any residual uranium or byproduct plutonium, which are useful sources of energy, or stored without chemical treatment for up to 50 years to allow the radioactivity to diminish. Depending on the design of the disposal facility, the spent fuel may be recovered again or will be encapsulated in sturdy, leach-resistant containers and permanently placed deep underground, where it originated, thus completing the cycle.

Government Regulation

Our mineral exploration program is subject to the regulations of the Bureau of Land Management.

The prospecting on the property is provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local Bureau of Land Management (BLM) office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.

Rental Fee Requirement

The Federal government's Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the BLM. All claimants must pay a yearly maintenance fee of $125 per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the Bureau of Land Management by September 1 of each year. We have paid this fee through September 1, 2009. The assessment year ends on noon of September 1 of each year. The initial maintenance fee is paid at the time the Notice of Location is filed with the BLM and covers the remainder of the assessment year in which the claim was located. There are no exemptions from the initial fee. Some claim holders may qualify for a Small Miner Exemption waiver of the maintenance fee for assessment years after the year in which the claim was located. We do not qualify for a Small Miner Exemption. The following sets forth the BLM fee schedule:

Fee Schedule* (per claim)
Location Fee	$	30
Maintenance Fee.	$	125
Service Charges	$	10
Transfer Fee	$	5
Proof of Labor	$	5
Notice of Intent to Hold	$	5
Transfer of Interest	$	5
Amendment	$	5
Petition for Deferment of Assessment Work	$	25
Notice of Intent to Locate on Stock Raising Homestead land	$	25
* Fee schedule reflects increases of July 2004 and July 2005.

-18-

The BLM regulations provide for three types of operations on public lands: 1. Casual Use level, 2. Notice level and 3. Plan of Operation level.

1.	Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.
2.	Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.
3.	Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.

Operators are encouraged to conduct a thorough inventory of the claim to determine the full extent of any existing disturbance and to meet with field office personnel at the site before developing an estimate. The inventory should include photographs taken "before" and "after" any mining activity.

If an operator constructs access or uses an existing access way for an operation and would object to BLM blocking, removing, or claiming that access, then the operator must post a financial guarantee that covers the reclamation of the access.

Concurrence by the BLM for occupancy is required whenever residential occupancy is proposed or when fences, gates, or signs will be used to restrict public access or when structures that could be used for shelter are placed on a claim. It is the claimant's responsibility to prepare a complete notice or plan of operators.

Mining Claims On State Land

The Arizona law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Arizona trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.

We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

-19-

We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. At this point, a permit from the BLM would be required. Also, we would be required to comply with the laws of the state of Arizona and federal regulations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in the State of Arizona is returning the surface to its previous condition upon abandonment of the property. We will only be using "non-intrusive" exploration techniques and will not leave any indication that a sample was taken from the area.

Employees and Employment Agreements

At present, we have no full-time employees. Our officers and directors are part-time and each will devote about 10 hours or 25% of their time per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors will handle our administrative duties.

ITEM 1A.  RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2.     PROPERTIES.

Claims

The following is a list of the claims which we own as filed with Bureau of Land Management, hereinafter the “BLM,” showing the claim number, name of claims, date of location and date of expiration for claim. All claims are located in Gila County, Arizona.

-20-

AMC #	Claim Name	Date of Location	Date of Expiration
390227	CR # 1	February 28, 2008	September 1, 2009
390228	CR # 2	February 28, 2008	September 1, 2009
390229	CR # 3	February 28, 2008	September 1, 2009
390230	CR # 4	February 28, 2008	September 1, 2009
390231	CR # 5	February 28, 2008	September 1, 2009
390232	CR # 6	February 28, 2008	September 1, 2009
390233	CR # 7	February 28, 2008	September 1, 2009
390234	CR # 8	February 28, 2008	September 1, 2009
390235	CR # 9	February 28, 2008	September 1, 2009
390236	CR # 10	February 28, 2008	September 1, 2009
390237	CR # 11	February 28, 2008	September 1, 2009
390238	CR # 12	February 28, 2008	September 1, 2009

ITEM 3.     LEGAL PROCEEDINGS.

We are not presently a party to any litigation.

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

During the year ended April 30, 2008, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5.     MARKET PRICE FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES.

Our shares may be traded on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol “SWDO.” To date there has been no trading activity.

Holders

There are fifty-six holders of record for our common stock. 5,000,000 shares are held by Woodburn Holdings, Ltd., a corporation owned and controlled by Robert M. Baker, an officer and director. 5,000,000 shares are held by West Peak Ventures of Canada Limited, a corporation owned and controlled by Timothy Brock. The remaining 5,500,000 shares are held by 54 other persons, none of which hold 5% or more of the total outstanding shares.

Status of our public offering

On June 14, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-134943, permitting us to offer up to 10,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering. On March 10, 2008, we completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share for total proceeds of $550,000.

-21-

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

ITEM 6.     SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

-22-

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

In their report on our fiscal year ended April 30, 2007, our auditors issued a going concern opinion. That means that there was substantial doubt that we could continue as an on-going business for the next twelve months unless we obtained additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. We believe that the $550,000 raised in our public offering in March, 2008 has provided certainty, for the current year at least, that we have the ability to continue as a going concern. Ultimately, our success or failure will be determined by what we find under the ground. The next phase of our exploration program requires approximately $66,000, of which $15,000 is a refundable bond. With cash being in excess of current liabilities at April 30, 2008 by approximately $463,000, we are well funded for the immediate future. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.

We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore from the land.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated, independent contractors. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Milestones

Phase 1 of our exploration program, consisting of the Radon survey as described above, has been completed. Four recommended drill sites have been identified, and will form the first phase of a drilling program.

The following are our milestones:

Phase 2

1.	We will submit a Plan of Operation to the Tonto National Forest Service to conduct a drill program. Approval can take up to six months.
2.	If our submission is approved, we will proceed with a reverse circulation drilling program at the locations recommended in the Radon survey report. This program will consist of 4 vertical holes drilled to a depth of 300 feet. The cost is estimated to be approximately $25,000 and the time involved is estimated to be 10 days.

-23-

3.	As the drill holes are completed, a radiometric, down-hole probe will be immediately inserted in the holes to measure gamma ray counts. Cost is estimated to be approximately $6,000.
4.	Administration and supervision by the field geologist during the drilling program and for the radiometric measurements is estimated to cost approximately $10,000.
5.	Reclamation work cost is estimated to be approximately $10,000 and time involved is estimated to be 4 days. A refundable bond payment for reclamation work will need to be posted and is expected to be approximately $15,000.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on March 1, 2006 to April 30, 2008

We acquired one property containing five claims. We re-staked those claims in February, 2008 and added a further seven contiguous claims, for a total of twelve claims covering 240 acres. We have no revenue and have incurred a net loss from inception to April 30, 2008 of $43,125 as a result of staking costs, a mineral claim payment, accounting and legal expenses and office and sundry costs. Office and sundry costs were higher in 2008 ($4,572) than in 2007 ($2,962) primarily due to transfer agent fees in connection with our public offering. Professional fees increased (2008: $27,772 compared to 2007: $9,858) for the same reason, as well as due to timing of year end audit fees for 2007. Project development costs in 2008 of $10,781 (2007: $Nil) were for re-staking the CR claims.

From inception on March 1, 2006 to the point that funds were available in March, 2008 as a result of our initial public offering, we were funded by loans from Woodburn Holdings Ltd. a corporation controlled by Robert Baker, our secretary, and from West Peak Ventures Canada Limited, a corporation controlled by Timothy Brock, one of our shareholders. These loans have been used for the original mineral claim fee, to re-stake the property, to incorporate us, for legal and accounting expenses, and office and sundry costs. The balance of those loans at April 30, 2008 was $66,258 (2007: $33,233). The advances are not evidenced by any written documentation and do not accrue interest. In July, 2008, $18,512 was repaid to West Peak Ventures of Canada Limited.

-24-

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 10,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.

On June 14, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-134943, permitting us to offer up to 10,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering. On March 10, 2008, we completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share for total proceeds of $550,000.

As of April 30, 2008, our total assets were $531,283, comprised entirely of cash, and our total liabilities were $67,428.

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

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Statement of Stockholders’ Equity (Deficiency)	F-5
NOTES TO FINANCIAL STATEMENTS	F-6

-25-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Snowdon Resources Corporation (An Exploration Stage Company) as of April 30, 2008 and 2007, and the related statements of operations, cash flows, and stockholders’ equity (deficiency) for the years ended April 30, 2008 and 2007, and for the cumulative period from inception (March 1, 2006) to April 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2008 and 2007, and the results of its operations and its cash flows for the years ended April 30, 2008 and 2007, and for the cumulative period from inception (March 1, 2006) to April 30, 2008 in conformity with United States generally accepted accounting principles.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Vancouver, Canada	MORGAN & COMPANY
August 11, 2008	Chartered Accountants

F-1

-26-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)

		April 30			April 30
		2008			2007
ASSETS
Current
Cash	$	531,283		$	213
LIABILITIES
Current
Accounts payable and accrued liabilities	$	1,170		$	10,000
Due to related parties (Note 4)		66,258			33,233
		67,428			43,233
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Capital Stock(Note 6)
Authorized:
100,000,000 common shares with a par value of $0.00001 per share
100,000,000 preferred shares with a par value of $0.00001 per share
(none issued)
Issued and outstanding:
15,500,000 common shares at April 30, 2008		155			100
10,000,000 common shares at April 30, 2007
Additional Paid-in Capital		549,945			-
Deficit Accumulated During The Exploration Stage		(86,245	)		(43,120	)
		463,855			(43,020	)
	$	531,283		$	213

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

F-2

-27-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)

								Cumulative Period
								From Inception
		Years Ended April 30						(March 1, 2006) To
		2008			2007			April 30, 2008
Revenue	$	-		$	-		$	-
Expenses
Project development		10,781			-			10,781
Professional fees		27,772			9,858			57,630
Mineral claim payment		-			-			10,000
Office and sundry		4,572			2,962			7,834
		43,125			12,820			86,245
Net Loss For The Period	$	(43,125	)	$	(12,820	)	$	(86,245	)
Basic And Diluted Loss Per Common
Share	$	0.00		$	0.00
Weighted Average Number Of Common
Shares Outstanding		10,390,710			10,000,000

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

F-3

-28-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
								Cumulative Period
								From Inception
		Years Ended April 30						(March 1, 2006) To
		2008			2007			April 30, 2008
Cash Used In Operating Activities
Net loss for the period	$	(43,125	)	$	(12,820	)	$	(86,245	)
Net changes in non-cash operating working
capital items:
Accounts payable and accrued liabilities		(8,830	)		-			1,170
		(51,955	)		(12,820	)		(85,075	)
Cash Flows From Financing Activities
Issue of share capital		550,000			-			550,100
Advances from related parties		33,025			11,902			66,258
		583,025			11,902			616,358
Increase (Decrease) In Cash		531,070			(918	)		531,283
Cash, Beginning Of Period		213			1,131			-
Cash, End Of Period	$	531,283		$	213		$	531,283
Supplemental Information
Cash Activities:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

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

F-4

-29-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Stated in U.S. Dollars)
PERIOD FROM INCEPTION (MARCH 1, 2006) TO APRIL 30, 2008
						DEFICIT
	NUMBER					ACCUMULATED
	OF	ADDITIONAL				DURING THE
	COMMON	PAID-IN		PAR		EXPLORATION
	SHARES	CAPITAL		VALUE		STAGE				TOTAL
Beginning balance, March 1, 2006	-	$	-	$	-	$	-		$	-
March 22, 2006 – Shares issued for cash at
$0.00001	10,000,000		-		100		-			100
Net loss for the period	-		-		-		(30,300	)		(30,300	)
Balance, April 30, 2006	10,000,000		-		100		(30,300	)		(30,200	)
Net loss for the year	-		-		-		(12,820	)		(12,820	)
Balance, April 30, 2007	10,000,000		-		100		(43,120	)		(43,020	)
April 4, 2008 – Shares issued for cash at
$0.10	5,500,000		549,945		55		-			550,000
Net loss for the year	-		-		-		(43,125	)		(43,125	)
Balance, April 30, 2008	15,500,000	$	549,945	$	155	$	(86,245	)	$	463,855

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

F-5

-30-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

1.	NATURE OF OPERATIONS
	Organization
	Snowdon Resources Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 1, 2006.
	Exploration Stage Activities
	The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining claims. Upon location of a commercial mineable reserve, the Company expects to actively prepare the site for its extraction and enter a development state.
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
	a)	Exploration Stage Enterprise
		The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

F-6

-31-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	b)	Cash
		Cash consists of cash on deposit with high quality, major financial institutions, and to date the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. However, funds on deposit at this financial institution exceed federally incurred insurance limits. Accordingly, the Company is at risk for the excess over these limits by approximately $522,000 at April 30, 2008.
	c)	Mineral Property Acquisition Payments
		The Company expenses all costs incurred on mineral properties to which it has secured exploration rights prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.
		The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.
	d)	Exploration Expenditures
		The Company follows a policy of expensing exploration expenditures until a production decision is made in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations.
		Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a producing mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such a project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

F-7

-32-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	d)	Exploration Expenditures (Continued)
		If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.
		The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
		The accumulated costs of properties that are developed to the stage of commercial production will be amortized to operations through unit-of-production depletion.
	e)	Use of Estimates and Assumptions
		The preparation of financial statements in conformity with United States 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.
	f)	Financial Instruments
		The carrying values of cash and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. The Company’s head office operations are in Canada and virtually all of its assets and liabilities give rise to exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-8

-33-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	g)	Environmental Costs
		Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.
	h)	Income Taxes
		The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
	i)	Basic and Diluted Net Income (Loss) Per Share
		The Company reports net income (loss) per share in accordance with SFAS No. 128 "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no options or warrants or other dilutive securities and therefore no dilutive potential shares. As the Company generated net losses in the periods presented, any exercise of options or warrants, if there were any, would be anti- dilutive. For those reasons, basic and d iluted loss per share are the same.

F-9

-34-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	j)	Foreign Currency Translation
		The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:
		i)	monetary items at the rate prevailing at the balance sheet date;
		ii)	non-monetary items at the historical exchange rate;
		iii)	revenue and expense at the average rate in effect during the applicable accounting period.
		Gains and losses on translation are recorded in the statement of operations.
3.	RECENT ACCOUNTING PRONOUNCEMENTS
	In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS No. 141R”). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the entity’s first annual reporting period beginning on or after December 15, 2008 Accordingly, any business combinations completed by the Company prior to May 1, 2009 will be recorded and disclosed following existing GAAP. The Company does not expect that adopting thi s statement will have any material impact on the Company’s financial position or results of operations.
	In December 2007, the FASB issued SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No. 160"), which will change the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity within the consolidated balance sheets. SFAS No. 160 is effective as of the beginning of an entity’s first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company does not expect that adopting this statement will have any material impact on the Company’s financial position or results of operations.

F-10

-35-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

3.	RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
	In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS 161 amends and expands the disclosure requirements of Statement 133 with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after November 15, 2008. The Company does not expect that adopting this statement will have any material impact on the Company’s financial position or results of operati ons.
	In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The statement does not require any new fair value measurements for us. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not expect that adopting this statement will have any material impact on the Company’s financial statements, however, will result in additional disclosures related to the use of fair values in the financial statements.
	In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 (“SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available -for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The Comp any does not expect that adopting this statement will have any material effect on the Company’s future reported financial position or results of operations.
	In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Principles (“SFAS No. 162”). SFAS No. 162 identifies the source of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective

F-11

-36-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

3.	RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
	60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not expect that adopting this statement will have any material effect on the Company’s financial statements.
4.	DUE TO RELATED PARTIES
	The amounts due to related parties are unsecured and interest free with no specific terms of repayment. All related party transactions occurred in the normal course of business and are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties. The exchange amount was negotiated, established and agreed to by the related parties as if they were dealing at arm’s length.
5.	MINERAL CLAIM INTEREST
	During the year ended April 30, 2006, the Company acquired a 100% interest in five mineral claims located in Gila County, Arizona, USA. The consideration for the acquisition was a cash payment of $10,000, which represented reimbursement of the cost paid by the vendor for the mineral claims.
	The claims were re-staked in February, 2008 and a further seven contiguous claims were added. In order to keep the claims in good standing, a claim maintenance fee in the amount of $125 per claim must be paid to the Bureau of Land Management each year on or before September 1st.
6.	CAPITAL STOCK
	On March 22, 2006, the Company issued 10,000,000 common shares at $0.00001 per share to two founding shareholders.
	On March 10, 2008 the Company completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share, for total proceeds of $550,000. The shares were issued on April 4, 2008.
	The Company has no stock option plan, warrants or other dilutive securities.

F-12

-37-

SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2008 and 2007
(Stated in U.S. Dollars)

7.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS
	The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements or other matters.
8.	INCOME TAXES
	a)    A reconciliation of income tax expense to the amount computed at the statutory rate is as follows:

			2008			2007
	Net loss for the period	$	(43,125	)	$	(12,820	)
	Statutory tax rate		35	%		35	%
	Computed expected (benefit) income taxes		(15,094	)		(4,487	)
	Increase in valuation allowance		15,094			4,487
		$	-		$	-
b)	Significant components of deferred income tax assets are as follows:
			2008			2007
	Operating losses carried forward	$	30,186		$	15,092
	Valuation allowance		(30,186	)		(15,092	)
		$	-		$	-

The Company has available losses for income tax purposes of approximately $76,245 which, if unutilized will expire through to 2028. Subject to certain restrictions, the Company has mineral property expenditures of $10,000 available to reduce future taxable income. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements and have been offset by a valuation allowance.

F-13

-38-

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

Our financial statements for the period from inception to April 30, 2008, included in this report have been audited by Morgan & Company, Chartered Accountants, 700 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1A1, as set forth in their report. Their report is given upon their authority as experts in accounting and auditing.

PART III

ITEM 9A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Control s”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our President has concluded that the Company’s disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Control

We have also evaluated our internal control for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors 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 the 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 a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

-39-

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, controls 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.

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of February 29, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness, as described below, in our internal control over financial reporting. A material weakness is a deficiency, or

-40-

a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant, with no oversight by a professional with accounting expertise within the Company. Our President does not possess accounting expertise and our company does not have an independent audit committee. This weakness is due to the small size of the company and its limited resources, especially prior to its sale of shares through its public offering. With limited resources, we have had to keep administrative overhead costs as low as possible. The board has to weigh on an ongoing basis, the benefit of adding additional accounting staff to increase the segregation of duties, versus the financial cost of doing so. We expect to add accounting resources on a part-time basis, to balance the requirement for adequate financial reporting controls with our need to caref ully conserve the company’s financial resources.

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

ITEM 9B.    OTHER INFORMATION.

None.

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Our directors serve until their successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present officers and directors are set forth below:

Name and Address	Age	Position(s)
Elden Schorn	67	president, principal executive officer, treasurer,
235 Keith Road, Suite 1247		principal accounting officer, and principal financial
West Vancouver, British Columbia		officer and a member of the board of directors
Canada V7T 1L5
Terence Schorn	73	vice president of exploration and a member of
5353 Aspen Drive		the board of directors
West Vancouver, British Columbia
Canada V7W 3E4
Robert Baker	54	secretary and member of the board of directors
885 Pyrford Road
West Vancouver, British Columbia
Canada V7S 2A2

-41-

David Hackman	65	member of the board of directors
2420 North Huachuca Drive
Tucson, Arizona 85745

The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders. Background of Officers and Directors

Since March 1, 2006, Elden Schorn has been our president, principal executive officer, treasurer, principal financial officer and a member of our board of directors. On January 5, 2006, Elden Schorn was appointed to the board of directors of Global Green Solutions Inc. (“GGRN”). Mr. Schorn was also appointed president, principal executive officer, treasurer, principal financial officer and principal accounting officer. On June 13, 2006, Mr. Schorn resigned from his positions as president, chief executive officer and treasurer of GGRN while remaining as a member of the board of directors. His resignation was to allow J. Douglas Frater to assume the roles of President and Chief Executive Officer and Arnold Hughes to assume the role of Chief Financial Officer. He is currently the chairman and a member of the board of directors of Global Green Solutions Inc. Since September 2003, Mr. Schorn, as president of Windstone Financial Cor p., has provided financial services and government relations consulting services to the mining and high tech sectors in British Columbia, as well as acting as a director of two companies, Pacific Copper Corp. and Equus Energy Corporation. Since August 10, 2006, Mr. Schorn has been a director of Pacific Copper Corp. located in Toronto, Ontario. Pacific Copper is a Delaware corporation engaged in the business of mining exploration. Pacific Copper files reports with the United States Securities and Exchange Commission and is listed for trading on the OTCBB under the symbol “PPFP”. Since June 9, 2004, Mr. Schorn has been a director of Equus Energy Corporation located in Vancouver, British Columbia. Equus Energy is a British Columbia corporation engaged in the business of mining exploration. Equus Energy does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol “EQECF”. From 1996 to September 2003, Mr . Schorn was president of Schorn Consulting Ltd. During 2002 and 2003, he provided contract consulting for Schorn Consulting Ltd. to the Government of the province of British Columbia and to companies in the high tech sector in that province. These services included government relations consulting and financial services consulting. Work during this period for the Government of British Columbia was focused on the Skeena Cellulose project, for which the government was seeking a buyer. From 1998 to 2003, Mr. Schorn was the Director General, Operations, Western Diversification Canada, Government of Canada. As such Mr. Schorn was responsible for operations in British Columbia of an investment fund established by the Federal Government of Canada in Western Canada. From 1995 to 1997, Mr. Schorn was Vice President, B.C. Region, Canadian Manufacturers and Exporters Association (CEO of the Association of British Columbia). The Canadian Manufacturers and Exporters Association is Canada’s leading business network w hose members are responsible for 75% of Canada’s manufactured goods and 90% of Canada’s manufactured exports. From 1993 to 1995, Mr. Schorn was Consul and Senior Investment Advisor, Canadian Consulate, New York, New York. As such, Mr. Schorn was the Canadian Government representative in New York responsible for dealing with the United States on all matters related to U.S. investment in Canada, with a primary focus on dealing with the New York financial community for investment in Canada and with U.S. corporations for plant expansion in Canada. Mr. Schorn graduated from the Faculty of Education University of British Columbia and did additional course work at the University of Alberta.

-42-

Since March 1, 2006, Terence Schorn has been our vice president of exploration and a member of our board of directors. Mr. Schorn is a graduate of the Haileybury School of Mines, holds a diploma in Gemmology and has over forty-five years experience in the mineral industry. Since January 2001, Mr. Schorn has been president and director of War Eagle Mining Company Inc., an exploration stage mining company conducting exploration activity in Mexico. Since February 2006, Mr. Schorn has been a director of Twenty-Seven Capital Corp. Mr. Schorn is a Professional Geoscientist, registered with The Association of Professional Engineers and Geoscientists of British Columbia as well as an Accredited Gemologist. Terence Schorn is the brother of Elden Schorn, our president.

Since March 1, 2006, Robert M. Baker has been our secretary and a member of the board of directors. From June 2003 to January 5, 2006, Mr. Baker was appointed president, principal executive officer, treasurer, principal financial officer and a member of the board of directors of Global Green Solutions Inc. (formerly High Grade Mining Inc.). On January 5, 2006, Mr. Baker resigned as president, principal executive officer, treasurer, principal financial officer, and principal accounting officer. His resignation was not as a result of any disagreement with Global Green Solutions and he continues to hold the positions of secretary and a member of the board of directors. From May 27, 2005 to July 31, 2007, Mr. Baker was secretary and a member of the board of directors of Marathon Gold Corp., a Nevada corporation engaged in the business of mining exploration. Since December 9, 2004, he has been the secretary and a member of the board of direc tors and since July 31, 2007, he has been the president, principal executive officer, treasurer, principal financial officer and principal accounting officer of International Gold Corp., a Nevada corporation engaged in the business of mining exploration. From January 2004 to May 2007, Mr. Baker was a member of the board of directors of Sterling Gold Corporation, a Nevada corporation, engaged in the business of mining exploration. On May 15, 2007, Mr. Baker resigned as a director. His resignation was not as a result of any disagreement with Sterling Gold Corp. From January 2004 to March 2006, Mr. Baker was the president, principal executive officer, treasurer and principal financial officer of Sterling Gold Corporation. From September 2004 to June 2006, Mr. Baker was a director and secretary of Tapestry Ventures Ltd. located in Vancouver, British Columbia. Tapestry Ventures is engaged in the business of mining exploration. Tapestry Ventures does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol TPV.H. Since October 2004, Mr. Baker has been a director and secretary of Tapango Resources Ltd. located in Vancouver, British Columbia. Tapango Resources is engaged in the business of mining exploration. Tapango Resources does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol TPA.H. From November 2004 to December 2005, Mr. Baker was a director of Cierra Pacific Ventures Ltd. located in Vancouver, British Columbia. Cierra Pacific is engaged in the business of mining exploration. Cierra Pacific does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol CIZ.H. From June 2002 to October 2003, Mr. Baker was the president, principal executive officer, treasurer, principal financial officer and a member of the board of directors of TexEn Oil & ; Gas, Inc. From November 1, 1998 to June 4, 2002, Mr. Baker was a registered representative with Canaccord Capital Corporation, a Canadian broker/dealer registered with the United States Securities and Exchange Commission.

-43-

Since March 1, 2006, David Hackman has been a member of our board of director. From July 2000 to April 2006, Mr. Hackman was Vice President and Director of War Eagle Mining Company, Inc., an exploration stage mining company conducting exploration activity in Mexico. From January 1996 to June 2000 Mr. Hackman was Vice President of Exploration, President and Director, Silver Eagle Resources Ltd., an exploration stage mining company. From February 1990 to December 1995, Mr. Hackman was President, Liximin Inc. Tucson-based mineral exploration and mine development company specializing in mineral deposits amenable to hydrometallurgical processing. From June 1976 of January 1990, Mr. Hackman was Principal, SAGE Associates, Inc. Tucson-based minerals engineering and exploration consulting business that provided regional geological exploration, detailed geologic mapping, air photo interpretation, preliminary mine evaluation, geochemical and geop hysical surveys and exploration drilling. From December 1971 to June 1974, Mr. Hackman was a geologist for ALCOA. He directed the exploration of a copper deposit at San Antonio de la Huerta, Sonora, Mexico. Program included surface and underground mapping, diamond drilling, and interpretation of the geology in conjunction with geophysical data. He developed feasibility studies and financial analyses to determine the appropriate mining method. Mr. Hackman holds a Bachelor of Science degree in geophysical engineering from Colorado School of Mines (1964); a Master of Science degree int geophysical engineering from the University of Arizona (1971); and, Doctor of Philosophy degree in geological engineering from the University of Arizona (1982).

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limit ing the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with person s engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

-44-

Audit Committee and Charter

We do not have a separately designated, independent audit committee. Audit committee functions are performed by our board of directors, none of whom are deemed independent. All directors also hold positions as our officers. Audit committee responsibilities that the board currently fulfills are: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by future employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditors and any outside advisors engagement by the audit committee. Specifically with respect to audit committee responsibilities, our board met once last year. All directors participated in the meeting.

Audit Committee Financial Expert

None of our directors or officers have the qualifications or experience to be considered a financial expert. Because of our limited operations, we believe the services of a financial expert are not warranted at this time.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

Section 16(a) of the Securities Exchange Act of 1934

Our officers, directors and owners of 10% or more of our outstanding shares of common stock have filed all reports required by section 16(a) of the Securities Exchange Act of 1934.

ITEM 11.     EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by us to our officers during the last three completed fiscal years. Our fiscal year end is April 30.

-45-

Summary Compensation Table
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension
							Value &
						Non-	Nonqual-
						Equity	ified
						Incentive	Deferred	All
						Plan	Compen-	Other
				Stock	Option	Compen-	sation	Compen-
Name and Principal		Salary	Bonus	Awards	Awards	sation	Earnings	sation	Totals
Position [1]	Year	($)	($)	($)	($)	(S)	($)	($)	($)
Elden Schorn	2008	0	0	0	0	0	0	0	0
President &	2007	0	0	0	0	0	0	0	0
Treasurer	2006	0	0	0	0	0	0	0	0
Terence Schorn	2008	0	0	0	0	0	0	0	0
Vice President	2007	0	0	0	0	0	0	0	0
	2006	0	0	0	0	0	0	0	0
Robert M. Baker	2008	0	0	0	0	0	0	0	0
Secretary	2007	0	0	0	0	0	0	0	0
	2006	0	0	0	0	0	0	0	0

The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year. Our fiscal year end is April 30.

Director Compensation Table
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Pension
	Fees				Value and
	Earned			Non-Equity	Nonqualified	All
	or			Incentive	Deferred	Other
	Paid in	Stock	Option	Plan	Compensation	Compen-
	Cash	Awards	Awards	Compensation	Earnings	sation	Total
Name	($)	($)	($)	($)	($)	($)	($)
Elden Schorn	0	0	0	0	0	0	0
Terence Schorn	0	0	0	0	0	0	0
Robert M. Baker	0	0	0	0	0	0	0
David Hackman	0	0	0	0	0	0	0

All compensation received by the officers and directors has been disclosed.

-46-

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Employment Contracts

We have no employment contracts with any of our officers.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Compensation of Directors

We do not pay our directors any fees nor do we have any plans to do so.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address	Number of	Percentage of
Beneficial Ownership [1]	Shares	Ownership
Elden Schorn	0	0.00%
235 Keith Road, Suite 1247
West Vancouver, British Columbia
Canada V7T 1L5

-47-

Terence Schorn	0	0.00%
5353 Aspen Drive
West Vancouver, British Columbia
Canada V7W 3E4
Robert Baker [2]	5,000,000	32.23%
885 Pyrford Road
West Vancouver, British Columbia
Canada V7S 2A2
David Hackman	0	0.00%
2420 North Huachuca Drive
Tucson, Arizona 85745
All Officers and Directors	5,000,000	32.23%
as a Group (4 persons)
Timothy Brock [3]	5,000,000	32.23%
5866 Eagle Island
West Vancouver, British Columbia
Canada

[1]	The persons named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended.
[2]	Mr. Baker holds title to his common stock in the name of Woodburn Holdings Ltd., a British Columbia corporation, which he owns and controls.
[3]	Mr. Brock holds title to his common stock in the name of West Peak Ventures of Canada Limited, a British Columbia corporation, which he owns and controls.

Future Sales by Existing Stockholders

5,000,000 shares of common stock were issued to Woodburn Holdings Ltd, a corporation owned and controlled by our secretary, Robert M. Baker and 5,000,000 shares of common stock were issued to West Peak Ventures of Canada Limited, a corporation owned and controlled by Timothy Brock, all of which, subject to volume restrictions, are free trading securities. Woodburn Holdings Ltd. and West Peak Ventures of Canada Limited could each sell up to 155,000 shares quarterly. If they do sell their stock into the market, such sales could cause the market price of the stock to drop.

Because an officer/director and a major shareholder control us, other shareholders’ ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is gone. This could result in a reduction in value to the shares because of the ineffective voting power of the non-controlling shareholders.

-48-

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

In March 2006, we issued a total of 5,000,000 shares of restricted common stock to Woodburn Holdings, Ltd., a corporation owned and controlled by Robert M. Baker, our secretary, in consideration of $50 and 5,000,000 shares of restricted common stock to West Peak Ventures of Canada Limited, a corporation owned and controlled by Timothy Brock, in consideration of $50.

Woodburn Holdings, Ltd. and West Peak Ventures of Canada Limited have advanced $66,258 for claim staking, legal and accounting expenses. The advances are not evidenced by any written documentation and do not accrue interest. There are no formal agreements regarding repayment of these advances but in July, 2008, $18,512 was repaid to West Peak Ventures of Canada Limited

PART IV

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

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

2008	$	17,200	Morgan & Company, Chartered Accountants
2007	$	4,803	Morgan & Company, Chartered Accountants

(2) Audit-Related Fees

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

2008	$	Nil	Morgan & Company, Chartered Accountants
2007	$	3,394	Morgan & Company, Chartered Accountants

(3) Tax Fees

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

2008	$	Nil	Morgan & Company, Chartered Accountants
2007	$	Nil	Morgan & Company, Chartered Accountants

-49-

(4) All Other Fees

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

2008	$	800	Morgan & Company, Chartered Accountants
2007	$	1,021	Morgan & Company, Chartered Accountants

(5) Our pre-approval policies and procedures for the board, acting in lieu of a separately designated, independent audit committee, described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

ITEM 15.     EXHIBITS

Exhibit
Number	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
	Executive Officer and Chief Financial Officer.

-50-

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12^thday of August, 2008.

SNOWDON RESOURCES CORPORATION

BY:  ELDEN SCHORN
         Elden Schorn, President, Principal Executive
         Officer, Treasurer, Principal Financial Officer,
         Principal Accounting Officer, and a member of
         the Board of Directors

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

Signature	Title	Date
ELDEN SCHORN	President, Principal Executive Officer, Treasurer	August 12, 2008
Elden Schorn	Principal Financial Officer, Principal Accounting
	Officer and a member of the Board of Directors
TERENCE SCHORN	Vice President of Exploration and member of the	August 12, 2008
Terence Schorn	Board of Directors
ROBERT M. BAKER	Secretary and member of the Board of Directors	August 12, 2008
Robert M. Baker
DAVID HACKMAN	Member of the Board of Directors	August 12, 2008
David Hackman

-51-

EXHIBIT INDEX

The following is a complete list of exhibits filed as part of this annual report:

		Incorporated by reference
Exhibit					Filed
Number	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	SB-2	06/06/06	3.1
3.2	Bylaws.	SB-2	06/06/06	3.2
4.1	Specimen Stock Certificate.	SB-2	06/06/06	4.1
14.1	Code of Ethics.	10-KSB	9/14/07	14.1
31.1	Certification of Principal Executive Officer and				X
	Principal Financial Officer pursuant to Section 302
	of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the				X
	Sarbanes-Oxley Act of 2002 for the Chief
	Executive Officer and Chief Financial Officer.
99.1	Subscription Agreement.	SB-2	06/06/06	99.1
99.2	Audit Committee Charter.	10-KSB	9/14/07	99.2
99.3	Disclosure Committee Charter.	10-KSB	9/14/07	99.3

-52-