The following discussion provides information that we believe is relevant to an assessment and understanding of the results of operations and financial condition of our Company. It should be read in conjunction with the financial statements and accompanying notes.

Plan of Operation

GEOLOGICAL REPORT: SOUTHERN SASKATCHEWAN

The Company has several specific exploration objectives:

(1) To locate one or more Kimberlite/Lamproite pipes, dykes or sills;
(2) To determine whether the Kimberlite/Lamproite contains Diamonds; and
(3) To determine if the diamond-bearing pipe could be the source of an economically viable mine.

Even if the Company locates Kimberlite, the finding of diamonds in Kimberlite is rare and the finding of a commercial grade of diamonds is rarer.

We believe that exploration is by its very nature is evolutionary. Each subsequent step is based on the foundation established by previous results. Even then, diverse factors affect the process. Weather and seasons influence when work can be commissioned. Previous results determine the direction for future exploration and the availability of funds dictates what work can be budgeted for each phase of exploration.

The Company has completed its initial phase of work on the Scout Lake properties and now intends to continue the initial phase of work on some of its other properties in the Wood Mountain District. The results at our Scout Lake properties do not warrant spending further time and money at this location. Phase one work should consist of a ground magnetometer survey at approximately 500 meter line-spacing. At the same time, surface samples should be taken of till for heavy mineral evaluation. About 50 samples would cover the grid area satisfactorily. If results warrant, a few lines of gravimetric surveying could be done. Two or three RC drill holes (about 500 meter) would then test the anomaly.

Phase 1 - Initial Wood Mountain Evaluation

- Ground Magnetometer - 1 month Instrument Rental    1,800
- 50 Sample Collections - Processing @ $50 each      2,500
- Gravimetric Survey - Instrument Rental               600
- Chemical Analysis - 50 @ $10 each                    500
- Personnel - Geologist 2 weeks @ $300/day           4,200
- Personnel - Assistant 2 weeks @ $200/day           2,800
- Accommodation - $100/day x 2                       2,800
- Transportation - Truck Rental, Maintenance         2,000
   Engineering & Supervision
- Engineering & Supervision                          2,000
- Contingencies approximately 5%                       900

Phase 1 Total                                     $ 20,100

The regional program of exploration is being proposed to locate kimberlite diatremes. At present, we have regional to detailed heavy mineral anomalies and regional to detailed magnetic anomalies. Unfortunately, the heavy mineral dispersion is too widespread and the magnetic anomalies are too numerous to allow reasonable drill target selection. The following systematic approach may help us to alleviate this problem:

Regional Structural Study

Kimberlite pipe emplacement is governed by deep-seated structures that penetrate stable Archean Cratons and allow the rapid rise of lower mantle ultramafic magmas through diamond-bearing strata. Some of the major structures in southern Saskatchewan are known, but it appears that a satellite imagery interpretation, in particular of radar data, would be of value to us.

Regional Heavy Mineral Study

Heavy mineral data is already available to us from the government and other available for purchase proprietary surveys. However, a large proportion of the area of our interest remains without data.

It is proposed that a detailed heavy mineral survey be conducted over the area with one sample being taken per township to start. The usual method of processing heavy mineral samples, which includes, washing, sizing, gravity separation by jig, tables or heavy liquids, microscopic hand-picking and microprobe analysis would be prohibitively expensive. Therefore, the following processing methodology is suggested:

(a) Sample till or stream sediments (about 20 kg).
(b) Wash and sieve sample in the field or nearby portable equipment to obtain a clean, sized fraction suitable for hydrosizing.
(c) Use a laboratory-sized elutriator (hydrosizer) to obtain a sized, heavy mineral fraction. Adjust density to retain all indicator minerals.
(d) Analyze for chromium and nickel and other trace elements by total fusion and ICP. This will provide an indicator for ultramafic rocks.
(e) Plot results and evaluate for trends.
(f) Some detailed HM testing, - microprobing grain-picking.

Wood Mountain Formation Study

Heavy minerals including standard indicator minerals and micro-diamonds have been recovered from the unconsolidated sand and gravel deposits of the Wood Mountain formation. We believe that a heavy mineral study of this formation and a paleo-current study should be undertaken. The samples should be processed in the same manner as in the "Regional Heavy Mineral Study."

Compilation of Geophysical Data

(a) Aeromagnetic
(b) Ground magnetic
(c) Gravimetric
(d) Seismic

G.I.S. Compilation of all Data

                                       5

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A G.I.S. (Geographic Information Systems) compilation of the following data
should be undertaken in order to select the best drill targets:

(a) Bedrock Geology
(b) Surficial Geology (i.e. land surface to approximately 5 feet below)
(c) Our HM Surveys
(d) Government surveys
(e) Federal-provincial geochem and HM
(f) Aeromagnetic Data surveys
(g) Gravity Data
(h) Seismic Data
(i) Ground Magnetic Data
(j) Cratonic Age Data
(k) Satellite Radar Imagery Interpretation

Phase 2 - Regional Program

Regional Structural Study
- Satellite Photos - 10 @ $200 each                                 2,000
- Interpretation - 10 hours @ $500                                  5,000
  - Digitizing                                                      3,000

Regional Heavy Mineral Study
- Sample collection - 600 samples @ $15 each                        9,000
- Vehicle - FWD - 3 months @ $2,000/month                           6,000
- Detail Sample Collection - 1000 samples @ $15 each               15,000
- Initial Processing                                               24,000
- Washer/Sieve rental - 3 months @ $2,000/month                     6,000
- Sample Bags - 1,600 20Kg bags @ $1 each                           1,600
- Sample Bags - 1,600 2Kg bags @ $1 each                            1,600
- Elutriation (Hydraulic Separation of HM) - 1600 @ $18.75 each    30,000
- ICP (Induced Coupled Polarization) (total) - 1600 @ $10 each     16,000
- Digitizing                                                        3,000

Regional Surficial Geology Study
- Data Interpretation                                               4,000
- Digitizing                                                        3,000

Compilation of Geophysical Data
- Data Collection                                                   2,500
- Data Interpretation                                               5,000
- Digitizing                                                        4,000

G.I.S. Compilation
- Additional Data Collection                                        5,000
- Data Interpretation                                               5,000
- Digitizing                                                        5,000

Engineering & Supervision
- Engineering & Supervision                                        15,000
- Contingencies approximately 5%                                    7,800

Phase 2 Total                                                   $ 178,500

Phase Three - Drilling and Confirmation

The goal of this phase will be to locate anomalous areas by the use of ground
magnetic surveys, and to prioritize each for test drilling.

Gravimetric Surveys will be completed over the ground magnetic anomalies - 1 or
2 lines per anomaly. Test Drilling will then be conducted to test the best
targets.

Phase 3 - Drilling and Confirmation

Ground Magnetic Surveys
- Instrument Rental - 3 months @ $1,600/month      4,800
- Field computer Rental - 3 month @ $300/month       900
- Operator/Assistant - 70 Days @ $300/day         21,000

Gravimetric Survey
- Instrument Rental - 3 months @ $1,600/month      3,000
- Operator/Assistant - 70 Days @ $300/day         21,000
- Surveying                                        6,000

Test Drilling
- 5,000 ft. @ $10                                 50,000
- Cutting Analysis - 50 samples @ $500 each       25,000

Engineering & Supervision
- Engineering & Supervision                       13,000
Contingencies approximately 5%                     6,700

Phase 3 Total                                  $ 151,400

Twenty four Month Exploration Budget on new and future claims

The Company intends to option additional property by way of claim staking or acquiring companies with promising mineral claims in the area of Southern

Saskatchewan and Northern Montana

Planned Exploration on future Claims    Year 1      Year 2
Claim Staking/property acquisition      50,000      50,000
Property Exploration Expenditures      500,000     650,000
                                     $ 550,000   $ 700,000

The Company's business plan for the year 2008 will consist of further exploration on the properties over which we hold mineral exploration claims and options. As part of Phase Two, the Company also plans to continue staking strategically important areas as more information becomes available with respect to the geology of Southern Saskatchewan. The Company intends to use third party

The combination of numerous indicator minerals (pyrope garnets and chrome diopsides) and magnetic anomalies make this area a prime target. The indicator mineral suite is identical chemically to that of the Fort a la Corne district.

An early drilling program is anticipated for this area. Additional targets in the Wood Mountain district and other areas will also be investigated. Keating analysis of existing geophysical data over the Company's claim holdings has identified 6 potential diamond targets, including the 3 targets that were previously designated as high priority drill targets. Preliminary investigation of these targets will be carried out to assess the possibility of diamond deposits existing on the Company's properties.

The Company estimates that we will require approximately $2,000,000 Canadian to conduct its full exploration program over a two year period. This amount will be used to pay for prospecting and geological mapping, airborne surveys, lodging and food for workers, transportation of workers to and from the work sites, fuel, pick-up truck rentals, assays, drilling, equipment rental, additional claim staking, and supervision.

The officers and directors have agreed to pay all costs and expenses of having the Company comply with the federal securities laws (and being a public company) should the Company be unable to do so. We estimate that these costs will be approximately $20,000 per year. Our officers and directors have also agreed to pay the other expenses of the Company, excluding those direct costs and expenses of data gathering and mineral exploration, should the Company be unable to do so. To implement our business plan, we will need to secure financing for our business development. We have no source for funding at this time.

If we are unable to raise additional funds to satisfy our reporting obligations, investors will no longer have access to current financial and other information about our business affairs.

Additional funding to conduct either our full exploration program or a partial exploration program will depend upon our ability to secure loans or obtain either private or public financing. We have had some preliminary negotiations for funding that have been unsuccessful and we currently have not undertaken any further negotiations. There is no assurance that we will be able to obtain such funding on any terms or terms acceptable to us and if adequate funds are not available, we believe that our business development will be adversely affected. Accordingly, there is no assurance that we will be able to continue in business.

Three-Month Period Ended September 30, 2008

We did not earn any revenues during the three-month period ended September 30, 2008 (three-month period ended September 30, 2007: $Nil).

We incurred operating expenses in the amount of $3,602 for the three-month period ended September 30, 2008 (three-month period ended September 30, 2007:
$4,304). These operating expenses, comprised of general and administration expenses.

Nine-Month Period Ended September 30, 2008

We did not earn any revenues during the nine-month period ended September 30, 2008 (nine-month period ended September 30, 2007: $50,000).

We incurred operating expenses in the amount of $13,507 for the nine-month period ended September 30, 2008 (nine month-period ended September 30, 2007:
$18,824). These operating expenses, comprised of general and administration expenses of $13,507 (nine month-period ended September 30, 2007: $18,693) and exploration and development expenses of $Nil (nine month-period ended September 30, 2007: $131).

The officers and directors have agreed to pay all costs and expenses of having the Company comply with the federal securities laws (and being a public company) should the Company be unable to do so. We estimate that these costs will be approximately $20,000 per year. Our officers and directors have also agreed to pay the other expenses of the Company, excluding those direct costs and expenses of data gathering and mineral exploration, should the Company be unable to do so. To implement our business plan, we will need to secure financing for our business development. We have no source for funding at this time.

If we are unable to raise additional funds to satisfy our reporting obligations, investors will no longer have access to current financial and other information about our business affairs.

Additional funding to conduct either our full exploration program or a partial exploration program will depend upon our ability to secure loans or obtain either private or public financing. We have had some preliminary negotiations for funding that have been unsuccessful and we currently have not undertaken any further negotiations. There is no assurance that we will be able to obtain such funding on any terms or terms acceptable to us and if adequate funds are not available, we believe that our business development will be adversely affected. Accordingly, there is no assurance that we will be able to continue in business.