Our actual results could differ materially form those reflected in these forward-looking statements as a result of certain factors that include, but are not limited to, the risks discussed in the Section entitled "Risk Factors". Please see the statements contained under the Section entitled "Forward-Looking Statements".

Except for historical information, the following Management's Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our estimates of mineral reserves and mineralized material, (b) our projected sales and profitability,
(c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience, and (h) the benefits related to ownership of our common stock. Forwarding-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "will," "should," "expect" "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Management's Discussions and Analysis of Financial Condition and Results of Operations" and "Business" as well as in this Form 10-KSB generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this Form 10-Q generally. In light of these risks and uncertaintities, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected.

At April 30, 2009, we had a working capital deficit of $189,383 and an accumulated deficit during the exploration stage of $1,169,851. From inception, April 9, 1999, we have expended $134,283 on legal and audit and accounting fees; $15,778 on interest; $150,114 on resource property expenses; $1,635 on property examination costs; $27,780 on consulting fees; $21,030 on office expense, $36,364 on filing fees, $17,554 on investor relations, $941 on travel and entertaining, and $750,000 on stock-based compensation.

OVERVIEW

We have been in the pre-exploration stage since our formation on April 9, 1999, and are not operators of any mines nor are we engaged in any mineral production or sales activities. We have a minimum amount of cash and have not yet developed any producing mines. We have no history of any earnings. There is no assurance that we will be a profitable company. We presently operate with minimum overhead costs and need to raise additional funds in the next 12 months, either in the forms of loans or issuance of equity, in order to continue our operations. We are primarily engaged in the acquisition and exploration of resource properties.

Pursuant to EITF 04-2, the Company classified its mineral rights as tangible assets and accordingly acquisition costs are capitalized as mineral property costs. Generally accepted accounting principles require that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the Company is to estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset, an

impairment loss is recognized. Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular property. To date the Company has not established any proven or probable reserves.

The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-term tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As of April 30, 2009, the Company does not hold any mineral properties and therefore there is no requirement for any asset retirement obligation provision.

We currently do not know of any research and development activities planned for the next 12 months.

We currently have no plans to purchase or sell any property or significant equipment in the next 12 months.

We do not expect any significant changes in the number of employees over the next 12 months.

We currently do not know of any research and development activities planned for the next 12 months.

We currently have no plans to purchase or sell any property or significant equipment in the next 12 months.

We do not expect any significant changes in the number of employees over the next 12 months.

On December 4, 2006 Michael Rezac resigned his respective position as Chief Financial Officer in the Company. However, Mr. Rezac continues to maintain his current position as Secretary of the Company. On April 12, 2009 Ms. Kathy Whyte resigned her position as President and Chief Financial Officer in the Company and Mr. Luigi Rispoli was appointed as President and Chief Financial Officer of the Company. On May 8, 2008 Mr. Lee Balak was appointed Chief Executive Officer of the Company.

Results of Operations for the Three Months Ended April 30, 2009

We have not generated any revenues from operations since our incorporation on April 9, 1999 through April 30, 2009. During the three month period ended April 30, 2009 we incurred non-cash management fees - stock based compensation of $nil (2008 - $61,450 as a result of the stock award granted to the president in October 2006). Professional fees, comprising legal, accounting and audit costs decreased to $4511 (2008 - $5,223). Interest expense of $87 (2008 - $180) based on a Canadian dollar denominated loan was reduced as a result of falling interest rates. General and administrative expenses amounted to $298 (2008 - $63). Property examination costs of $1,635 (2008 - $nil) were incurred as a result of performing due diligence on potential mineral property acquisition. We also experienced a foreign exchange loss of $157 (2008 - $16) as a result of foreign exchange changes during the quarter which affected transaction not denominated in the US dollar, and filing fees decreased to $1,297 (2008 - $2,089).

Sales and Marketing Expenses: We have incurred no sales and marketing expense since the date of inception due to the fact that we are in the pre-exploration stage of our business.

Our activities have been financed from proceeds of shareholders, related or third party subscriptions and loans. We do not anticipate earning revenues until such time as we have entered into commercial production of any mineral claims. We are presently in the pre-exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on any properties, or if such resources are discovered, that we will enter into commercial production of any claims.

Net Loss

For the nine month ended April 30, 2009, we recorded an operating loss of $67,874, consisting of management fee - stock based compensation $nil, filing fees of $39,700; interest expense of $374, general and administrative expenses of $618 professional fees of $20,631, investor relations of $65, property examination costs of $1,635 and a loss on foreign exchange of $426. There can be no assurance that we will ever achieve profitability or that revenues will be generated and sustained in the future. We are dependent upon obtaining additional and future financing to pursue our exploration activities.

Liquidity and Further Capital Resources

At April 30, 2009, we had assets of $19,723 consisting cash of $19,592 and prepaid expenses of $131 Total stockholders' deficit was $189,383 at April 30, 2009. We are a pre-exploration stage company and, since inception, have experienced significant changes in liquidity, capital resources and shareholders' equity.

The Company has relied for cash on hand upon sources internally generated from management, financing through funds made available via loans, as well as debt financing. As of April 30, 2009, we have notes payable of $14,875 (Cdn. $18,000) (July 31, 2008 - $17,586 (Cdn. $18,000) from unrelated third parties by way of demand promissory notes bearing interest at Bank of Canada prime rate plus 2% (2.50% as of April 30, 2009). As of April 30, 2009, $4,876 (July 31, 2008 $5,251) of interest has been accrued.

The Company issued on March 9, 2009 pursuant to a non-brokered private placement 1,619,160 of its common shares for aggregate proceeds of $32,383.

The Company issued on December 19, 2008, pursuant to a non-brokered private placement 801,294 of its common shares for aggregate proceeds of $8,103.

On October 3, 2006, pursuant to two separate shares-for-debt agreements, the company issued 1,230,876 common shares in settlement of notes payable totaling $89,006 of principle and accrued interest of $13,567.

Under a Restricted Stock Award agreement dated October 3, 2006, the Company issued 6,000,000 shares of restricted stock to the former president, Ms. Kathy Whyte, (resigned April 12, 2009). These shares had a vesting provision as follows: 2,100,000 shares vest immediately, 1,950,000 vest as of October 3, 2007 and the final 1,950,000 shares vest as of October 3, 2009. Upon termination of employment between the Company and Ms. Whyte, any stock not previously vested would be forfeited and returned to the Company's treasury. At October 31, 2009 all 6,000,000 shares had vested.

At April 30, 2009 Ms. Kathy Whyte was owed $185,793 (July 31, 2008 - $177,251).

On October 20, 2006 the Company forward split its shares of common stock on a ratio of a six (6) new shares, for each one (1) old share currently held.

As a result of the global economic crisis and potential impact on the price of our stock, our ability to raise capital required to meet our daily needs through sales of our securities in secondary offerings or private placements may be heavily impacted. We have no agreements in place to do this at this time. If we fail to raise sufficient funds, our plans may change drastically. Even if we do raise funds for operations, there is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable and we may have to delay exploration or cease our operations and liquidate our business.

RESOURCE PROPERTIES

Fort St. John Region, British Columbia

By an agreement dated June 28, 2002 with Diamant Resources Ltd., (a company with a former director in common) the Company acquired an option to acquire a 50% interest in certain mineral claims located in the Fort St. John region of British Columbia Canada. In order to earn a 50% interest, the Company was required to pay $3,298 (Cdn.$5,000) by June 30, 2002, $3,619 (Cdn$5,000) by June 30, 2003 and must incur certain other property expenditures. As of July 31, 2007, the Company decided not to pursue this property and has abandoned it during the fiscal year ended July 31, 2009. All costs associated with this property have been fully impared.

Chunya Mining District of Mbeya, Tanzania

On September 9, 2008, the Company entered into a Farm-In Agreement with Canafra Mineral Exploration Corp., a Canadian private company, and Two Drums G & C Company Limited, a Tanzanian private company, (jointly "Canafra"), whereby the Company has the right to acquire a 50% net profit interest in the subject mineral property in Tanzania. The subject property consists of three Mining and Prospecting Licenses and the Granted Mining and Prospecting Concessions comprising approximately 26 square kilometers, in the Chunya mining district of Mbeya Tanzania. The operator of the property will be Canafra.

The funding provisions are subject to the Company receiving the Mining and Prospecting Licenses for the subject property, which to date have not yet been received.

In order to acquire its full interest in the subject property the Company will advance to the operator $1,100,000 to fund exploration expenditures and provide working capital in phased payments and also issue 4,000,000 restricted common shares to the operator in stages as described below. The Company will earn its interest at a vested rate of 10% based on its funding efforts until fully funded.

                                                                                  Common
                                                                Cash           Stock to be
                                                            Consideration         Issued
Phase I - Conditional upon receipt of Mining and
Prospecting Licenses
Within 30 days of execution of agreement                   $        60,000                -
Within 60 days of execution of agreement                            80,000                -
Within 90 days of execution of agreement                            80,000                -
Within 120 days of execution of agreement                           80,000                -
Within 150 days of execution of agreement                           80,000                -
                                                                   380,000                -
Phase II - Within 90 days of completion of Phase I
including geological work to be done by Canafra                    380,000        2,000,000

Phase III - Within 90 days of completion of Phase II or
within a mutually agreed timeframe, including
further geological work done by Canafra                            340,000        2,000,000

                                                           $     1,100,000        4,000,000

The Company awaits formal licensing documentation from Canafra showing that the Mining and Prospecting Licenses with the geographic coordinates are 100% owned by Canafra. The delay is as a result of Canafra experiencing certain setbacks, due to the current economic conditions, and there can be no assurances that we will be able to obtain sufficient funding in order to complete our obligations under the agreement.

Investor Relations Service Contract

The Company has no current investor relations contracts.