FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II - Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, our Quarterly Reports and our Current Reports we file from time to time with the United States Securities and Exchange Commission (the "SEC"). Copies of all of our filings with the SEC may be accessed by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings.

INTRODUCTION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three months ended May 31, 2009, and changes in our financial condition from February 28, 2009. This discussion should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2009 filed with the SEC on June 10, 2009.

OVERVIEW

We were incorporated on October 3, 2005 under the laws of the State of Nevada.

We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We currently own a 100% undivided interest in a mineral property that we call the "Bee Peak Claim." The Bee Peak Claim consists of approximately 410.65 hectares and is located in the Atlin mining district of northwest British Columbia, Canada.

We have not generated any revenues from our mineral exploration activities. There is no assurance that a commercially viable mineral deposit exists on the Bee Peak Claim. Further exploration will be required before an evaluation as to the economic feasibility of the Bee Peak Claim can be determined. The Bee Peak Claim is without known reserves and management is intending to proceed with a three-phase mineral exploration program as recommended by our consulting geological technician, as described below.

RECENT CORPORATE DEVELOPMENTS

On June 18, 2009, Kelly T. Hickel was appointed to our board of directors. Kelly T. Hickel was Chairman of Paradise Music & Entertainment, Inc. (PDSE.pk) from February 2001 until June 2006. Previously, Mr. Hickel was President of Miniscribe Corp., a Fortune 500 disk drive manufacturer, from 1989 to 1990. Mr. Hickel helped conduct a 363B sale to Maxtor from bankruptcy. He was the President of the Maxwell Technology Information Systems Group from 1993 until 1997. Mr. Hickel was, recently, Chairman and Chief Restructuring Office of The Tyree Company in Farmingdale, New York. He is Managing Director of The Turnaround Group, LLC and Strategic Growth Associates, a Denver-based advisory firm, CEO of

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration activities on the Bee Peak Claim in order to assess whether the property contains mineral reserves that are capable of commercial extraction. Our exploration program is designed to explore for commercially viable deposits of copper, silver and gold. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claim.

We received a geological evaluation report on the Bee Peak Claim titled "Report on the Bee Peak Claim" prepared by Stephen G. Diakow, a geological technician, on December 28, 2006. In his geological report, Mr. Diakow recommended that a three phase continuing exploration program be conducted as follows:

Phase  Exploration Program    Approximate Cost*                                  Status
 One  Prospecting, Trenching $22,000              Completed Helicopter-
      and Sampling and                            Supported Magnetic Survey
      Helicopter-Supported                        at a cost of $11,648. The
      Magnetic Survey                             balance of this phase is
                                                  expected to be completed in
                                                  June 2010.
 Two  Coverage of the area   between $55,000 and  Dependent upon the results of
      with VLF-EM and        $130,000             Phase One.
      magnetometer surveys

We commenced Phase One of our exploration program by conducting a helicopter-supported magnetic survey on our Bee Peak Claim. The magnetic survey has shown this area to have medium to weak exploration potential, especially in the area of the north facing slope of the Bee Peak. Mr. David G. Mark, the author of report titled "Geophysical Report on a Helicopter Supported Magnetic Survey on the Bee Peak Property" (the "Survey Report"), has recommended that we conduct further prospecting and sampling in the area. Following prospecting and sampling, Mr. Mark has recommended that we follow up with a MMI soil geochemistry and geophysical surveys such as IP resistivity, especially in the area of the known showings and in those areas where magnetic lineations cross each other.

Over the next twelve months, we anticipate that we will incur the following expenses:

                Category                  Planned Expenditures Over The Next 12
                                                       Months (US$)
Legal and Accounting Fees                                $47,200
Regulatory and Other Operating Expenses                   $7,000
Mineral Property Exploration Expenses                    $12,150
                 TOTAL                                   $66,350

RESULTS OF OPERATIONS

Three Months Summary
                       Three Months     Three Months     Percentage
                          Ended            Ended         Increase /
                       May 31, 2009     May 31, 2008     (Decrease)
Revenue              $            -   $            -            n/a
Expenses                    (18,573 )        (27,455 )      (32.4)%
Net Loss             $      (18,573 ) $      (27,455 )      (32.4)%

Revenue

We have not generated any operating revenues since inception. To date, our activities have been financed through the proceeds from the sale of our common stock and funds advanced by our former President and a shareholder. Due to the nature of our business we do not expect to have operating revenues within the next year.

Operating Costs and Expenses

Our operating expenses for the three months ended May 31, 2009 and 2008
consisted of the following:

                              Three Months     Three Months     Percentage
                                 Ended            Ended         Increase /
                              May 31, 2009     May 31, 2008     (Decrease)
Administrative Fees         $        3,000   $        1,060           183%
Bank Charges and Interest               77               20           285%
Exploration and Development              -           12,452         (100)%
Office                                  60                -           n/a%
Professional Fees                   15,386           12,848          19.8%
Regulatory                              50            1,075        (95.3)%
Total Operating Expenses    $       18,573   $       27,455        (32.4)%

Our operating expenses decreased by $8,882 or 32.4% from $27,455 for the three months ended May 31, 2008 to $18,573 for the three months ended May 31, 2009. This decrease in operating expenses was primarily due to a decrease in our exploration and development costs due to a lack of working capital. This decrease was partially offset by an increase in professional fees which were higher during the three months ended May 31, 2009 due to the costs in connection with meeting our reporting obligations under the Exchange Act.

Over the next twelve months, we do not anticipate generating any revenue and we expect our operating expenses to be approximately $65,950, primarily due to increases in costs associated with the outsourcing of our administration and accounting services and completing the balance of Phase One of our exploration program. We plan to continue to fund Phase One of our mineral exploration program and our operations through equity financing from the sale of our shares of common stock, private advances or through the sale of a part interest or joint venture in the Bee Peak Claim. We do not have any financing arranged and cannot provide any assurance that we will be able to raise sufficient funding from

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
                                                                           Percentage
                                         At                 At             Increase /
                                    May 31, 2009     February 28, 2009     (Decrease)
Current Assets                    $          531   $                70         658.6%
Current Liabilities                      (92,488 )             (73,454 )        25.9%
Working Capital Surplus (Deficit) $      (91,957 ) $           (73,384 )        25.3%



Cash Flows
                                                 Three Months Ended May 31,
                                                  2009              2008
Cash Flows (Used In) Operating Activities     $      461    $          (1,132 )
Cash Flows (Used In) Investing Activities              -                    -
Cash Flows From Financing Activities                   -                    -
Net Increase (Decrease) In Cash During Period $      461    $          (1,132 )

As at May 31, 2009, we had cash of $531 and positive cash flow from operations of $461. To date, we have funded our operations with cash that we received from the sale of our common stock and advances from our former President and from a shareholder.

We had a working capital deficit of $91,957 as of May 31, 2009 compared to a working capital deficit of $73,384 as of February 28, 2009. The increase in our working capital deficit is attributable to: (i) an increase in accounts payable due to our lack of capital to meet our ongoing expenditures; and (ii) an increase in advances payable from advances from a shareholder.

Going Concern

Due to lack of operating history and our present inability to generate revenues, there currently exists substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

The notes to the accompanying financial statements have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any revenues since inception and have never paid any dividends and are unlikely to pay dividends or generate earnings in the immediate or foreseeable future. Our continuation as a going concern is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Our ability to achieve and maintain profitability and positive cash flows is dependent upon our ability to locate profitable mineral properties, generate revenues from our mineral production and control production costs. Based upon current plans, we expect to incur operating losses in future periods. At May 31, 2009, we had a working capital deficit of $91,957 and accumulated losses of $148,457 since inception. These factors raise substantial doubt regarding our ability to continue as a going concern. There is no assurance that we will be able to generate revenues in the future.

We expect to continue to incur substantial losses as we continue the development of our business. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options. However, there can be no assurance that we will be able to obtain sufficient funds to continue the development of and, if successful, to commence the sale of, our products.

We do not have any financing agreement in place, and there is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to our unaudited financial statements included in this Quarterly Report on Form 10-Q.

Foreign Currency Translation

Our functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. During the quarter ended May 31, 2009, we incurred approximately $1,100 in foreign currency losses that were included in professional fees. We have not entered into derivative instruments to offset the impact of foreign currency fluctuations.

Mineral Property Costs

We have been in the exploration stage since our inception on October 3, 2005 and have not yet realized any revenues from our planned operations. We are primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in the Emerging Issues Task Force (EITF) 04-02, Whether Mineral Rights are Tangible or Intangible Assets. We assess the carrying

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.