UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

~~[X]~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For~~FOR ~~the~~THE ~~fiscal~~FISCAL ~~year~~YEAR ~~ended~~ENDED ~~December~~DECEMBER 31, ~~2009~~2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______

Commission file number 000-53613

CORMAC MINING INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

936 West 14th Avenue

Vancouver, British Columbia

Canada V5Z 1R4

(Address of Principal Executive Offices, including zip code)

(604) 803-7040

(Issuer’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:	Securities registered pursuant to section 12(g) of the Act:
None	Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~Yes [~~ ]YES o NoNO ~~[X]~~x

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act~~. Yes [~~: YES x ~~] No~~NO ~~[ X ]~~o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days. ~~Yes [X]~~YESx NoNO ~~[ ]~~o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes~~YESo NO ~~[ ] No [X ]~~x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[ X ]~~o

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 of the Exchange Act.

Large Accelerated Filer [o ] Accelerated Filer [o ] Non-accelerated Filer [o ] Smaller Reporting Company ~~[X]~~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 ~~Exchange~~ Act). ~~Yes [ ]~~YES x NoNO ~~[ X ]~~o

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 ~~last~~ sold, or the average bid and asked price of such common equity, as of December 31, ~~2009~~2010: $-0-.~~00.~~

~~The~~As ~~registrant~~of ~~had~~April 311,~~800~~ 2011, 4,875,000 shares of the registrant’s common stock ~~outstanding~~were ~~as of December 31, 2009~~outstanding.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	1210
Item 1B.	Unresolved Staff Comments.	1510
Item 2.	Properties.	1511
Item 3.	Legal Proceedings.	1511
Item 4.	Submission of Matters to a Vote of Security Holders.	15
PART II
Item 5	Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.	1611
Item 6.	Selected Financial Data.	1712
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	1713
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2117
Item 8.	Financial Statements and Supplementary Data.	2217
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	3529
Item 9A.	Evaluation of Disclosure Controls and Procedures.	3529
Item 9B.	Other Information.	3631
PART III
Item 10.	Directors and Executive Officers, Promoters and Corporate Governance.	3631
Item 11.	Executive Compensation.	3732
Item 12.	Security Ownership of Certain Beneficial Owners and Management and ~~RelatedStockholder~~Related Stockholder Matters.	3833
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4034
Item 14.	Principal Accounting Fees and Services.	4035
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	4236
Signatures		37
Exhibit Index		38

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PART I.

ITEM 1. BUSINESS.

General

We were incorporated in the State of Nevada on January 17, 2007. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search from mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on one property. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business office is located at 936 West 14th Avenue, Vancouver, British Columbia, Canada V5Z 1R4. This is our mailing address as well. Our telephone number is (604) 803-7040. Mr. Roberts supplies this office space on a rent-free basis.

There is no assurance that a commercially viable mineral deposit exists on the property and further exploration will be required before a final evaluation as to the economic feasibility is determined.

Background

In January 2007, Brian Roberts, our president and a member of the board of directors acquired one mining claim containing twelve cells in British Columbia, Canada by arranging the registration of the same through W.G. Timmins, a consulting geologist and a non-affiliated third party. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals. A cell is an area which appears electronically on the British Columbia Internet Minerals Titles Online Grid. The online grid is the geographical basis for the cell. Mr. Timmins is a self-employed consulting geologist residing in British Columbia.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our ~~sole~~officers ~~officer,~~and director ~~and current shareholders~~ to fund operations.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by registering the claim area on the British Columbia Mineral Titles Online system. The Mineral Titles Online system is the Internet-based British Columbia system used to register, maintain and manage the claims. A cell is an area which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals. The online grid is the geographical basis for the cell. Formerly, the claim was established by sticking stakes in the ground to define the area and then recording the staking information. The staking system was antiquated and British Columbia has replaced the old system with the online grid system. Mr. Roberts paid Mr. Timmins $1,756 to register the claim. No additional payments were made or are due Mr. Timmins for his services. The claim was recorded in Mr. Roberts’s name to avoid incurring additional costs at this time. The additional fees would be for incorporation of a British Columbia corporation and legal and accounting fees related to the incorporation. In January 2007, Mr. Roberts executed a declaration of trust acknowledging that he holds the property in trust for us and he will not deal with the property in any way, except to transfer the property to us. In the event that Mr. Roberts transfers title to a third party, the declaration of trust will be used as

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~~Mr.~~evidence ~~Roberts~~that ~~paid~~he ~~Mr.~~breached ~~Timmins~~his ~~$1,756~~fiduciary duty to ~~register the claim~~us. No ~~additional payments were made or are due~~ Mr. ~~Timmins~~Roberts ~~for~~has ~~his~~not ~~services. The~~provided ~~claim~~us ~~was~~with ~~recorded~~a insigned ~~Mr.~~or ~~Roberts~~executed ~~name~~bill toof ~~avoid~~sale ~~incurring~~in ~~additional~~our ~~costs at this time~~favor. ~~Under~~ ~~British Columbia law, title to British Columbia mining claims can only be held by British Columbia residents~~Mr. InRoberts ~~the~~will ~~case~~issue ~~of corporations, title must be held by~~ a ~~British~~bill ~~Columbia~~of ~~corporation.~~sale ~~In order~~ to ~~comply with the law we would have to incorporate~~ a ~~British Columbia wholly owned~~ subsidiary corporation ~~and~~to ~~obtain audited financial statements. We believe those addition costs would~~ be aformed ~~waste~~by ofus ~~our~~should ~~money~~mineralized atmaterial ~~this time. The additional costs would~~ be ~~for~~discovered ~~incorporation~~on ~~of a British Columbia corporation and legal and accounting fees related to~~ the ~~incorporation~~property. ~~Should~~Mineralized ~~Mr.~~material ~~Roberts transfer title to another person and that deed~~ is ~~recorded~~a ~~before~~mineralized ~~we record our documents~~body, ~~that~~which ~~other~~has ~~person~~been ~~will~~delineated ~~have~~by ~~superior~~appropriate ~~title~~spaced ~~and~~drilling ~~we will have none. If that event occurs, we will have to cease~~ or ~~suspend~~underground ~~operations. However,~~sampling ~~Mr. Roberts will be liable~~ to ussupport ~~for~~sufficient ~~monetary~~tonnage ~~damages~~and ~~for~~average ~~breaching~~grade ~~the terms~~ of ~~his~~metals ~~oral agreement with us~~ to ~~transfer~~justify ~~his title to a subsidiary corporation we create~~removal.

InUnder ~~January~~British ~~2007,~~Columbia ~~Mr.~~law ~~Roberts~~title ~~executed~~to aBritish ~~declaration~~Columbia ofmining ~~trust~~claims ~~acknowledging~~can ~~that~~only hebe ~~holds~~held ~~the~~by ~~property~~British inColumbia ~~trust~~residents. ~~for~~In ~~us and he will not deal with~~ the ~~property~~case inof ~~anyway~~corporations, ~~except~~title tomust ~~transfer~~be ~~the~~held ~~property~~by ~~to us. He has not provided us with~~ a ~~signed~~British orColumbia ~~executed~~corporation. ~~bill~~In oforder ~~sale~~to incomply ~~our~~with ~~favor. In~~ the ~~event~~law ~~that~~we ~~Mr.~~would ~~Roberts~~have ~~transfers title~~ to incorporate a ~~third~~British ~~party,~~Columbia ~~the~~wholly ~~declaration~~owned ofsubsidiary ~~trust~~corporation ~~will~~and beobtain ~~used~~audited asfinancial ~~evidence that he breached his fiduciary duty to us~~statements. ~~Mr.~~ ~~Roberts~~We ~~has~~believe ~~not~~those ~~provided~~costs uswould ~~with~~be a ~~signed~~waste ~~or executed bill~~ of ~~sale in~~ our ~~favor. He~~money ~~will~~at ~~issue~~this ~~a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property~~time.

~~Mineralized~~In ~~material~~the isevent athat we find mineralized ~~body,~~material ~~which~~and ~~has~~the ~~been~~mineralized ~~delineated~~material bycan ~~appropriate~~be ~~spaced~~economically ~~drilling~~extracted, orwe ~~underground~~will ~~sampling~~form toa ~~support~~wholly ~~sufficient~~owned ~~tonnage~~British Columbia subsidiary corporation and ~~average~~Mr. ~~grade~~Roberts ofwill ~~metals~~convey title to ~~justify~~the ~~removal. In~~property to the ~~event~~wholly ~~that~~owned wesubsidiary ~~find~~corporation. ~~mineralized~~Should ~~material~~Mr. Roberts transfer title to another person and ~~the~~that ~~mineralized~~deed ~~material~~is ~~can~~recorded bebefore ~~economically~~we ~~extracted~~record our documents, that other person will have superior title and we will ~~form~~have anone. ~~wholly~~If ~~owned~~that ~~British~~event ~~Columbia~~occurs, ~~subsidiary~~we ~~corporation~~will ~~and~~have to cease or suspend operations. However, Mr. Roberts will ~~convey~~be ~~title~~liable to us for monetary damages for breaching the ~~property~~terms of his oral agreement with us to ~~the~~transfer ~~wholly~~his ~~owned~~title to a subsidiary corporation we create. To date we have not performed any work on the property. All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Company property, that is the province of British Columbia.

~~British~~In ~~Columbia~~the ~~Minerals~~19th century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Company property is one such acquisition. Accordingly, fee simple title to the Company property resides with the Crown.

All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty Elizabeth II. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of our property, that is the province of British Columbia.

In the 19th century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. Our property is one such acquisition. Accordingly, fee simple title to our property resides with the Crown.

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The property is comprised of mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. The Crown does not have the right to reclaim provided at a minimum fee of CDN$100 per cell is paid timely. The Crown could reclaim the property in an eminent domain proceeding, but would have to compensate the lessee for the value of the claim if it exercised the right of eminent domain. It is highly unlikely that the Crown will exercise the power of eminent domain. In general, where eminent domain has been exercised it has been in connection with incorporating the property into a provincial park.

~~Our~~The property is unencumbered and there are no competitive conditions which affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.

To date we have not performed any work on the property. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

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There are no native land claims that affect title to the property. We have no plans to try to interest other companies in the property if mineralization is found. If mineralization is found, we will try to develop the property ourselves.

~~Our~~ Claim

The following is a list of tenure numbers, claim, date of recording and expiration date of ~~our~~the ~~claim~~claims:

		Date of	Date of	~~Date of~~
Tenure No.	~~Tenure~~Claim ~~No.~~Name	~~Claim Name~~Recording	~~Recording~~Expiration	~~Expiration~~
523368	~~523368~~Sack	~~Sack~~May 23, 2006	~~May~~November 2327, ~~2006~~2011	~~December 2, 2010~~

In order to maintain the claim we must pay a fee of CND$100 per year per cell.

Location and Access

~~The~~ Sack ~~claim~~claims isare located 40 kilometers northeast of Merritt, British Columbia. The claim group lies approximately ~~six~~6 kilometers north of Stump Lake. Access to the property is by Highway No. 5 (Merritt-Kamloops Highway) that cuts through the southern portion of the property along the north shore of Stump lake. A dirt trail utilized for access to grazing land cuts east-west through the claim. Access to this road is from Highway No. 5 to the east. Permission from grazing rights owners is required to utilize this dirt road. All portions of the property are readily accessible on foot. Numerous fences criss-cross the area.

History

There is no record or evidence of previous exploration.

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Regional Geology

The area is underlain by the Upper Triassic Nicola Group volcanic rocks. These rocks consist largely of andesite and basalt with very minor, thin-interbedded pyroclastic and sedimentary formations. Intrusive dykes of diorite to gabbro composition also occur within the Nicola sequence, possibly representing the intrusive feeders, to the extrusive flow rocks.

The oldest rocks in the area are the Paleozoic or older chlorite schists and gneisses which outcrop in the western area of the property. Also to the west are the intrusive Nicola Batholith rocks of granite, granodiorite and quartz diorite composition. Fracturing, faulting (including the regional scale Quilchena fault system) and topographic lineaments tend to exhibit generally north-south strikes.

Property Geology

The Sack claims are underlain by Triassic-Jurassic Nicola Group volcanics and sediments subdivided into five distinct lithologies or Units.

Unit 1 consists of volcanics subdivided into fine to medium grained dark green, often amygdaloidal andesite-basalt, and feldspar porphyry, fine grained, dark green matrix with white to gray feldspar phenocrysts.

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Unit 2 is subdivided into rhyolite which is fine-grained, white to grey colored, siliceous, often with well developed banding, and a lapilli tuff, fine to medium grained, white to green colored, and siliceous.

Unit 3 consists of coarse-grained massive andesite to basalt locally with coarser grained gabbroic zones.

Unit 4 is a coarse grained, polymictic volcanic breccia-agglomerate, with conglomeratic-like phases. The breccia matrix is fine grained, mafic and often epidote rich.

Unit 5 is composed of a fine grained, aphanitic, grey to black, well bedded argillite. The unit is pervasively gossan stained.

Two types of quartz veins occur throughout the sequence, namely sheeted quartz-chalcedony veins and white, bull quartz veins.

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MAP 1

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MAP 2

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Supplies

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. ~~We will attempt to locate products, equipment and materials after our public offering has been completed.~~ If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

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Description of Property

Other than our right to conduct exploration activity on our property, we own no plants or other property. With respect to the property, our right to conduct exploration activity is based upon our oral agreement with Mr. Roberts~~, our president, director and shareholder~~. Under this oral agreement, Mr. Roberts has allowed us to conduct exploration activity on the property. Mr. Roberts holds the property in trust for us pursuant to a declaration of trust.

Our Proposed Exploration Program

Our exploration target is to find an ore body containing gold. On ~~Our~~February ~~success~~11, ~~depends~~2011 ~~upon~~we ~~finding~~completed ~~mineralized~~our ~~material~~public offering and raised $52,583. These funds will allow us to hire consultants and begin exploration. ~~This~~If ~~includes~~we ado ~~determination~~find bysamples ~~our~~we ~~consultant~~will ifhave the ~~property~~funds ~~contains~~to ~~reserves.~~have these samples analyzed. We ~~have~~will ~~not~~also ~~selected~~use aour ~~consultant~~funds asto ofestablish ~~the~~an ~~date~~office ofin ~~this~~which ~~report~~to ~~and~~operate ~~will~~our ~~not~~business dofrom. Our sosuccess ~~until~~depends ~~our~~upon ~~public~~finding ~~offering~~mineralized ismaterial. This ~~successfully~~includes ~~completed,~~a ifdetermination ~~that~~by ~~occurs,~~our ofconsultant ~~which~~if ~~there~~the isproperty nocontains ~~assurance~~reserves. 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. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it~~, we will cease operations and you will lose your investment~~.

InWe ~~addition,~~will ~~we may not~~ have enough money to ~~complete~~operate ~~our~~for ~~exploration~~one ~~of the property~~year. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and cannot raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals are found, if they can be economically extracted and profitably processed.

The property is undeveloped raw land. Exploration and surveying has not been initiated and will not be initiated until we complete our public offering. That is because we do not have money to start exploration. Once our public offering is concluded, we intend to start exploration operations. To our knowledge, the property has never been mined. The only event that has occurred is the registering the property by W.G. Timmins and a physical examination of the property by Mr. Roberts~~, our president and director~~. The cost of registering the claim was included in the $1,756 paid by Mr. Roberts to Mr. Timmins.

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Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that what ever is located under adjoining property may or may not be located under the property.

We do not claim to have any minerals or reserves whatsoever at this time on any of the property.

We intend to implement a two phase exploration program. Phase 1 will consist of geochemical rockchip sampling including a petrographic study. Phase 2 will consist of either a VLF of approximately 10 lines at 100m spacing or an IP survey of approximately 4 lines at 800m spacing to investigate the property as such depth. The samples will be tested to determine if mineralized material is located on the property. Based on the tests, we will determine if we terminate operations or proceed with additional exploration of the property. The proceeds from this offering are designed to fund the costs of Phase 1 and Phase 2 of our exploration program, including sampling and testing. We intend to take our rockchip samples to analytical chemists, geochemists and registered assayers located in Vancouver, British Columbia. We have not selected any of the foregoing as of the date of this report. We will only make the selections in the event we raise the minimum amount of our public offering.

We estimate the cost of the geochemical rockchip sampling including assaying and the petrographic study to be $7,000. The VLF will cost $5,000 and the IP will cost $13,000. Where we raise the minimum or the maximum amount of money, we intend to implement both Phase 1 and Phase 2 of the exploration program. We will begin exploration activity 90 days after we complete our public offering, weather permitting.-8-

property. From the proceeds of our public offering we have the funds to complete Phase 1 and Phase 2 of our exploration program, including sampling and testing. We intend to take our rockchip samples to analytical chemists, geochemists and registered assayers located in Vancouver, British Columbia. We have not selected any of the foregoing as of the date of this report.

We estimate the cost of the geochemical rockchip sampling including assaying and the petrographic study to be $7,000. The VLF will cost $5,000 and the IP will cost $13,000. We plan to implement our operations this Spring, weather permitting.

The breakdowns were made in consultation with Mr. Timmins.

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 through the use of consultant. We have no plans to interest other companies in the property if we do not find mineralized material.

If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything else.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for mineralized material. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.

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We do not have any plan to make our company to revenue generation. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.

We anticipate starting exploration activity ninety days after our public offering is completed, weather permitting.

Competitive Factors

The gold mining industry is fragmented. There are there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the property. We will either find gold on the property or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

Regulations

Our property is registered on British Columbia Mineral Titles Online system. We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals.

This act sets forth rules for

	*	locating claims
	*	posting claims
	*	working claims
	*	reporting work performed

We can explore for minerals on the property and are in compliance with the Code rules and regulations. The Code rules and regulations will not adversely affect our operations.

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:

	1.	Health and Safety
	2.	Archaeological Sites
	3.	Exploration Access

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

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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. 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.

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

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 British Columbia is returning the surface to its previous condition upon abandonment of the property. We have not allocated any funds for the reclamation of the property and the proceeds for the cost of reclamation will not be paid from the proceeds of our public offering. Mr. Roberts has agreed to pay the cost of reclaiming the property should mineralized material not be discovered.

Subcontractors

We intend to use the services of subcontractors for manual labor exploration work on our properties.

Employees and Employment Agreements

At present, we have no full-time employees. Our ~~sole~~officers ~~officer~~ and sole director ~~does~~do not have an employment ~~agreement~~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 ~~sole~~officers ~~officer~~ and sole director. Mr. Roberts will handle our administrative duties. Because ~~our~~Mr. ~~sole~~Roberts ~~officer and director~~ is inexperienced with exploration, he will hire qualified persons to perform the surveying, exploration, and excavating of the property. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future. ~~We do not intend to do so until we complete our public offering.~~

ITEM 1A. RISK FACTORS.

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

1ITEM 1B. If UNRESOLVED weSTAFF ~~do not raise at least the minimum amount of our public offering, we will have to suspend or cease operations~~COMMENTS.

~~Our~~We ~~auditors~~are ~~have issued~~ a ~~going~~smaller ~~concern~~reporting ~~opinion.~~company ~~This means that there is substantial doubt that we can continue~~ as andefined ~~ongoing~~by ~~business~~Rule ~~for~~12b-2 of the ~~next~~Exchange ~~twelve~~Act ~~months. If~~and weare do not ~~raise~~required atto ~~least~~provide the ~~minimum~~information ~~amount~~under ~~from~~this ~~our public offering, we will have to suspend or cease operations within twelve months~~item.

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2. Our plan of operation is limited to finding an ore body. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.

Our plan of operation and the funds we raise from our public offering will be used for exploration of the property to determine if there is an ore body beneath the surface. Exploration does not contemplate removal of the ore. We have no plans or funds for ore removal. Accordingly, we will not generate any revenues as a result of your investment.

3. Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which result in a loss of your investment.

4. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

We were incorporated on January 17, 2007, and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $36,621. To achieve and maintain profitability and positive cash flow we are dependent upon:

* our ability to locate a profitable mineral property * our ability to generate revenues * our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

5. Because our management does not have technical training or experience in exploring for, starting, and operating an exploration program, we will have to hire qualified personnel. If we cannot locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.

Because our management is inexperienced with exploring for, starting, and operating an exploration program, we will have to hire qualified persons to perform surveying, exploration, and excavation of the property. Our management has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Management decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to management lack of experience in this industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

-13-

6. Because title to the property is held in the name of our sole officer, if he transfers the property to someone other than us, we will cease operations.

Record title to the property upon which we intend to conduct exploration activities is not held in our name. Record title to the property is recorded in the name of Brian Roberts, our president. If he transfers the property to a third person, the third person will obtain good title and we will have nothing. If that happens we will be harmed in that we will not own any property and we will have to cease operations. Under British Columbia law title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. In order for us to own record title to the property, we would have to incorporate a British Columbia wholly owned subsidiary corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time since the legal costs of incorporating a subsidiary corporation, the accounting costs of audited financial statements for the subsidiary corporation, together with the legal and accounting costs of expanding this registration statement would cost several thousands of dollars. Accordingly, we have elected not to create the subsidiary at this time, but will do so if mineralized material is discovered on the property.

7. Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a lose of your investment.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

8. Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations and as a result, there may be delays in generating revenues.

Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause the roads leading to our claim to be impassible during six to seven months of the year. When roads are impassible, we are unable to conduct exploration operations on the property which will delay the generation of possible revenues by us.

9. Because Mr. Roberts has other outside business activities, he will only be devoting 10% of his time, or four hours per week to ours operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.

Because Mr. Roberts, our sole officer and director, has other outside business activities, he will only be devoting 10% of his time, or four hours per week, to our operations. As a result, our operations may be sporadic and occur at times which are convenient to Mr. Roberts. As a result, exploration of the property may be periodically interrupted or suspended.

10. If our sole officer and director resigns or die without having found a replacement our operations will be suspended or cease. If that should occur, you could lose your investment.

We have only one officer and director. Previously we had an additional officer and director, however, he died. We are entirely dependent upon Mr. Roberts to conduct our operations. If he should resign or die there will be no one to run us. Further, we do not have key man insurance. If that should occur, we will cease operations entirely. In that event, you will lose your entire investment.

-14-

11. Because there is no public trading market for our common stock, you may not be able to resell your stock and as a result your investment is illiquid.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale, of which there is no assurance. As a result, your investment is illiquid.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES.

We currently do not own any property. We have the right to conduct exploration activities on one mineral claim. The following is a list of tenure numbers, claim, and expiration date of our claims:

		Date of	Date of	~~Date of~~
Tenure No.	~~Tenure~~Claim ~~No.~~Name	~~Claim Name~~Recording	~~Recording~~Expiration	~~Expiration~~
523368	~~523368~~Sack	~~Sack~~May 23, 2006	~~May~~November 2327, ~~2006~~2011	~~December 2, 2010~~

In order to maintain the claim we must pay a fee of CND$100 per year per cell.

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 fourth quarter, there were no matters submitted to a vote of our shareholders.

-15-

PART II

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

ISSUER PURCHASES OF EQUITY SECURITIES.

There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.

Holders

~~Brian~~We ~~Roberts,~~have ~~our~~thirty-nine ~~sole officer and director, the Estate of Peter Hill, deceased, and four individuals currently own 3,800,000 shares of our stock~~shareholders. They will likely sell a portion of their stock if the market price goes above $0.05. If they do sell their stock into the market, the sales may cause the market price of the stock to drop. All of Mr. Hill’s share holdings are currently held in his estate which has not yet been finalized. The only beneficiary of his estate is his wife, Ruth Hill.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

-11-

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

Our ~~company’s~~ 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~~FINRA’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.

-16-

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

Status of our public offering

OnAs ~~August~~a 4,result ~~2009,~~of the ~~Securities~~death ~~and~~of ~~Exchange~~Mr. ~~Commission~~Hill, ~~declared~~we ~~Post~~filed ~~Effective~~a ~~Amendment No 1/A~~post-1effective amendment to our Form S-1 Registration Statement ~~effective, file number 333-153140, permitting us to offer 1,000,000 shares minimum, 2,000,000 shares maximum of our common stock at $0~~.~~05 per share. There was no underwriter involved in our public offering.~~

AsOn ofAugust 4, 2009, the ~~date~~Securities ofand ~~this~~Exchange ~~report~~Commission declared Post-Effective Amendment No. 1/A-1 to our Form S-1 Registration Statement effective, wefile ~~have~~number ~~not~~333-153140, ~~completed~~permitting us to offer 1,000,000 shares minimum, 2,000,000 shares maximum of our ~~initial~~common stock at $0.05 per share. There was no underwriter involved in our public offering. We did not complete our offering.

On April 29, 2010, we filed a second Post-Effective Amendment to our S-1 Registration Statement. Our Post-Effective Amendment was declared effective by the SEC on June 3, 2010, file number 333-153410, permitting us to offer 1,000,000 shares minimum, 2,000,000 shares maximum of our common stock at $0.05 per share in a direct public offering, without any involvement of underwriters or broker/dealers. We completed our public offering on February 25, 2011 and sold 1,051,665 shares of common stock at $0.05 per share for total proceeds of $52,583, to thirty-eighth shareholders. Since completing our public offering, we have used the proceeds to pay our auditor the amount of $4,592. We still have $47,991 of our proceeds.

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 under this item.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~-12-

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.

Plan of Operation

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

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain 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. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. That cash must be raised from other sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. ~~If we raise the minimum amount of money in our public offering, we believe it will last twelve months.~~

We will be conducting research in the form of exploration on the property. ~~Our exploration program is explained in as much detail as possible in our prospectus.~~ We are not going to buy or sell any plant or significant equipment during the next twelve months.

~~-17-~~Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the property contains reserves. 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. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.

~~Our~~In ~~exploration~~addition, ~~target~~we ismay tonot ~~find~~have anenough ~~ore~~money ~~body~~to ~~containing~~complete ~~gold.~~our ~~Our~~exploration ~~success~~of ~~depends~~the ~~upon finding mineralized material~~claim. ~~This~~If ~~includes~~it aturns ~~determination~~out bythat ~~our~~we ~~consultant if the property contains reserves. We~~ have not ~~selected~~raised aenough ~~consultant~~money asto ofcomplete ~~the~~our ~~date~~exploration ofprogram, ~~this~~we ~~report and~~ will ~~not~~try doto soraise ~~until~~additional ~~our~~funds ~~public~~from ~~offering~~a issecond ~~successfully~~public ~~completed~~offering, ifa ~~that~~private ~~occurs,~~placement ofor ~~which there is no assurance~~loans. ~~Mineralized~~At ~~material~~the ispresent ~~a mineralized body~~time, ~~which~~we ~~has~~have ~~been~~not ~~delineated~~made byany ~~appropriate~~plans ~~spaced drilling or underground sampling~~ to ~~support~~raise ~~sufficient~~additional ~~tonnage~~money and ~~average~~there ~~grade~~is ofno ~~metals~~assurance tothat ~~justify removal. If~~ we ~~don’t~~would ~~find~~be ~~mineralized~~able ~~material~~to orraise weadditional ~~cannot~~money ~~remove~~in ~~mineralized~~the ~~material,~~future. ~~either~~If ~~because~~ we doneed ~~not~~additional ~~have the~~ money toand docan’t itraise ~~or because~~ it ~~is not economically feasible to do it~~, we will ~~cease~~have ~~operations~~to ~~and~~suspend ~~you~~or ~~will~~cease ~~lose your investment~~operations.

If we raise the minimum amount, we will have enough money to complete our exploration programs.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

~~The~~Now ~~property~~that ~~is undeveloped raw land. Exploration and surveying has not been initiated and will not be initiated until we raise money from~~ our ~~public~~ offering. ~~That~~ is ~~because~~complete we doplan ~~not have money~~ to ~~start~~begin ~~exploration. Once~~ our ~~public offering is concluded, we intend to start~~ exploration ~~operations.~~program Toas ~~our~~soon knowledge, the property has never been mined. The only events that have occurred was registering the property by W.G. Timmins and a physical examination of the property by Mr. Brian Roberts, our president and director. The cost of registering the claim was included in the $1,756 paid by Mr. Roberts to W.G. Timmins. No additional payments were made or are due to Mr. Timmins for his services. The claim was recorded in Mr. Roberts’s name to avoid incurring additional costs at this time. The additional fees would be for incorporation of a British Columbia corporation and legal and accounting fees related to the incorporation. In January 2007, Mr. Roberts executed a declaration of trust acknowledging that he holds the property in trust for us and he will not deal with the property in any way, except to transfer the property to us. In the event that Mr. Roberts transfers title to a third party, the declaration of trust will be used as evidence that he breached his fiduciary duty to us. Mr. Roberts has not provided us with a signed or executed bill of sale in our favor. Mr. Roberts will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the ~~property.~~weather 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 before minerals retrieval can begin, we must explore for and find mineralized materialallows. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can predict what that will be until we find mineralized material. Mr. Roberts does not have a right to sell the property to anyone. He may only transfer the property to us. He may not demand payment for the claim when he transfers them to us. Further, Mr. Roberts does not have the right to sell the claim at a profit to us if mineralized material is discovered on the property. Mr. Roberts must transfer title to us, without payment of any kind, regardless of what is or is not discovered on the property.

WeTo doour ~~not~~knowledge, ~~know~~the ifproperty wehas ~~will~~never ~~find~~been ~~mineralized material~~mined. WeThe ~~believe~~only events that ~~activities~~have ~~occurring~~occurred onsince ~~adjoining~~inception ~~properties~~was ~~are~~registering ~~not~~the ~~material~~property toby ~~our~~W.G. ~~activities~~Timmins and a physical examination of the property by Mr. ~~The~~Brian ~~reason~~Roberts, isour ~~that~~president ~~what~~and ~~ever~~sole ismember ~~located~~of ~~under~~the ~~adjoining~~board ~~property~~of ~~may~~directors. orThe ~~may~~cost ~~not~~of beregistering ~~located~~the ~~under~~claim was included in the ~~property~~$1,756 paid by Mr. Roberts to W.G. Timmins. No additional payments

-1813-

were made or are due to Mr. Timmins for his services. The claim was recorded in Mr. Roberts’s name to avoid incurring additional costs at this time. The additional fees would be for incorporation of a British Columbia corporation and legal and accounting fees related to the incorporation. In January 2007, Mr. Robert’s executed a declaration of trust acknowledging that he holds the property in trust for us and he will not deal with the property in any way, except to transfer the property to us. In the event that Mr. Robert’s transfers title to a third party, the declaration of trust will be used as evidence that he breached his fiduciary duty to us. Mr. Roberts has not provided us with a signed or executed bill of sale in our favor. Mr. Roberts will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property. 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 before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can predict what that will be until we find mineralized material. Mr. Roberts does not have a right to sell the property to anyone. He may only transfer the property to us. He may not demand payment for the claim when he transfers them to us. Further, Mr. Roberts does not have the right to sell the claim at a profit to us if mineralized material is discovered on the property. Mr. Roberts must transfer title to us, without payment of any kind, regardless of what is or is not discovered on the property.

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining property may or may not be located under the property.

We do not claim to have any minerals or reserves whatsoever at this time on any of the property.

We intend to implement a two phase exploration program. Phase 1 will consist of geochemical rockchip sampling including a petrographic study. Phase 2 will consist of either a VLF of approximately 10 lines at 100m spacing or an IP survey of approximately 4 lines at 800m spacing to investigate the property as such depth. The samples will be tested to determine if mineralized material is located on the property. Based on the tests, we will determine if we terminate operations or proceed with additional exploration of the property. ~~The~~During ~~proceeds~~the ~~from~~Spring ~~our~~of ~~public~~2011, ~~offering~~we ~~are~~plan ~~designed~~ to fund the costs of Phase 1 and Phase 2 of our exploration program, including sampling and testing. We intend to take our rockchip samples to analytical chemists, geochemists and registered assayers located in Vancouver, British Columbia. We have not selected any of the foregoing as of the date of this report. ~~We will only make the selections in the event we raise the minimum amount through our public offering.~~

We estimate the cost of the geochemical rockchip sampling including assaying and the petrographic study to be $7,000. The VLF will cost $5,000 and the IP will cost $13,000. ~~Where~~We weplan ~~raise~~to ~~the~~begin ~~minimum~~operations orby ~~the maximum amount of money, we intend to~~ implement both Phase 1 and Phase 2 of the exploration program. Wethrough ~~will~~the ~~begin~~Spring ~~exploration~~and ~~activity~~Summer 90of ~~days after we complete our public offering~~2011, ~~weather permitting.~~

Weweather ~~do not intend to interest other companies in the property if we find mineralized materials~~permitting. We intend to try to develop the reserves ourselves through the use of consultants. We have no plans to interest other companies in the property if we find mineralized material. To pay the consultant and develop the reserves, we will have to raise additional funds through a second public offering, a private placement or through loans. As of the date of this report, we have no plans to raise additional funds other than the funds being raised in our public offering. Further, there is no assurance we will be able to raise any additional funds even if we discover mineralized material and a have a defined ore body.

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 through the use of consultants. We have no plans to interest other companies in the property if we find mineralized material. To pay the consultant and develop the reserves, we will have to raise additional funds through a second public offering, a private placement or through loans. As of the date of this report, we have no plans to raise additional funds. Further, there is no assurance we will be able to raise any additional funds even if we discover mineralized material and a have a defined ore body.

-14-

We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. 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

The following are our milestones:

	1.	0-90 days after completion of our public offering, retain our consultant to manage the exploration of the property. Cost - $2,500 to $5,000. Time of retention 0-90 days. To carry out this milestone, we must hire a consultant. There are a number of mining consultants located in Vancouver, British Columbia that we intend to interview.
	2.	90-180 days after completion of our public offering. - Phase 1 which will consist of geochemical rockchip sampling including petrographic study. We estimate the cost of the geochemical rockchip sampling including assaying and the petrographic study to be $7,000.

1.	0-90 days - Retain our consultant to manage the exploration of the property. Cost - $2,500 to $5,000. Time of retention 0-90 days. To carry out this milestone, we must hire a consultant. There are a number of mining consultants located in Vancouver, British Columbia that we intend to interview.

2.	90-180 days - Phase 1 which will consist of geochemical rockchip sampling including petrographic study. We estimate the cost of the geochemical rockchip sampling including assaying and the petrographic study to be $7,000.

3.	180-210 days - Phase 2 which will consist of either a VLF or approximately 10 lines at 100m spacing or an IP survey of approximately 4 lines at 800m spacing to investigate the property depth. We estimate the cost of the VLF to be $5,000 and the cost of the IP to be $13,000.

4.	210-270 days - Based upon the test from Phase 1 and Phase 2 of the program, Mr. Roberts will confer with the consultant to determine if we will terminate operations or proceed with additional exploration of the property.

~~-19-~~The cost of the subcontractors is included in cost of the exploration services to be performed as set forth in the Use of Proceeds section and the Business section of our prospectus.

	3.	180-210 days after completion of our public offering. - Phase 2 which will consist of either a VLF or approximately 10 lines at 100m spacing or an IP survey of approximately 4 lines at 800m spacing to investigate the property depth. We estimate the cost of the VLF to be $5,000 and the cost of the IP to be $13,000.
	4.	210-270 days after completion of our public offering. Based upon the test from Phase 1 and Phase 2 of the program, Mr. Roberts will confer with the consultant to determine if we will terminate operations or proceed with additional exploration of the property.

The cost of the subcontractors is included in cost of the exploration services to be performed as set forth in the Use of Proceeds section and the Business section of our prospectus. All funds for the foregoing activities will be obtained from our public offering.

Limited Operating History; Need for Additional Capital

There is no 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.

To become profitable and competitive, we conduct into the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases. We believe that the funds raised from our public offering, whether it be the minimum amount or the maximum amount, will allow us to operate for one year.

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.

-15-

Liquidity and Capital Resources

ToMr. ~~meet~~Roberts ~~our~~has ~~need~~agreed ~~for~~to ~~cash~~advance wefunds ~~are~~as ~~attempting~~needed tountil ~~raise~~the ~~money~~public ~~from~~offering ~~our~~was ~~public~~completed ~~offering.~~or Wefailed ~~cannot~~and ~~guarantee~~has ~~that~~agreed weto ~~will~~pay bethe ~~able~~cost toof ~~raise~~reclamation ~~enough~~of ~~money~~the ~~through~~property ~~our~~should ~~public~~mineralized ~~offering~~material tonot ~~stay~~be infound ~~business~~thereon. ~~Whatever~~The ~~money~~foregoing weagreement dois ~~raise,~~oral; ~~will~~there beis ~~applied~~nothing in writing to evidence the ~~items~~same. ~~set~~While ~~forth~~Mr. inRoberts ~~the~~has ~~Use~~agreed ofto ~~Proceeds~~advance ~~section~~the offunds, ~~our~~the ~~prospectus.~~agreement Ifis weunenforceable ~~find~~as ~~mineralized~~a ~~material~~matter ~~and~~of itlaw, since there is ~~economically~~no ~~feasible~~consideration tofor ~~remove~~the same. At the ~~mineralized~~present ~~material~~time, we ~~will~~have ~~attempt~~not made any arrangements to raise additional ~~money~~cash, ~~through~~other athan ~~subsequent~~through ~~private~~our ~~placement,~~ public offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or ~~through~~cease ~~loans.~~operations entirely

~~Brian~~We ~~Roberts~~acquired ~~has agreed to advance funds as needed until~~ the ~~public~~right ~~offering is completed or failed and has agreed~~ to ~~pay~~explore ~~the~~one ~~cost~~property ofwhich ~~reclamation~~consists of ~~the~~one ~~property~~claim ~~should~~containing ~~mineralized~~12 ~~material~~cells ~~not~~comprising beof ~~found thereon. The foregoing agreement is oral; there is nothing in writing to evidence the same. While Mr. Roberts has agreed to advance the funds, the agreement is unenforceable as~~ a ~~matter~~total of ~~law,~~616 ~~since there is no consideration for the same~~acres. At ~~the~~We ~~present~~expect ~~time, we have not made any arrangements~~ to ~~raise~~start ~~additional~~exploration ~~cash, other than through this offering. If we need additional cash and can't raise it we will either have to suspend~~ operations ~~until~~within we90 ~~do raise the cash, or cease operations entirely~~days. ~~Whether we raise the minimum amount or maximum amount, it will last a year. Other than as described in this paragraph, we have no other financing plans.~~

-In January 2007, we issued 2,000,000 shares of common stock to Mr. Roberts, and 1,000,000 shares of common stock to Peter Hill our former treasurer, principal financial officer, principal accounting officer and a former member of the board of directors. Mr. Hill died on January 9, 2009. The shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. In October 2007 we issued 800,000 shares of common stock to four individuals pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. The purchase price of the shares was $8,030.00. Mr. Roberts paid in $20- and Mr. Hill paid in $10. Each of the other four shareholders paid $2,000.00 for his 200,000 shares of common stock. This was accounted for as an acquisition of shares. Since inception our company on January 17, 2007 up until December 31, 2010, Mr. Roberts and Mr. Hill advanced $12,000 and two shareholders advanced $66,857 to cover our costs for incorporation, accounting and legal fees and donated mineral property and other expenses for a total of

We$1,756 ~~acquired~~and ~~the~~$194, ~~right~~respectively. Fees to ~~explore~~Mr. ~~one~~Timmins ~~property~~were ~~which~~paid ~~consists~~by ofMr. ~~one~~Roberts. ~~claim~~The ~~containing~~amount 12owed ~~cells~~to ~~comprising of a total of 616 acres~~Mr. ~~The~~Roberts ~~property is registered~~ and wethe ~~will~~Estate ~~begin~~of ~~our~~Peter ~~exploration~~Hill ~~plan~~is ~~upon~~non-interest ~~completion~~bearing, ofunsecured ~~our~~and ~~public~~due ~~offering~~on demand. The Weamount ~~expect~~owed to ~~start~~the ~~exploration~~two ~~operations~~shareholders ~~within~~is 90non-interest ~~days~~bearing, ofunsecured ~~completing~~and ~~our~~repayable ~~public~~at ~~offering.~~the Asdiscretion of the ~~date~~Company. Further ofthe ~~this~~agreement ~~report~~with weMr. ~~have~~Roberts ~~yet~~was tooral ~~begin operations~~ and ~~therefore~~there weis ~~have~~no ~~yet~~written todocument ~~generate~~evidencing ~~any~~the ~~revenues~~agreement.

~~Since~~We ~~inception,~~cannot guarantee that the money we ~~have~~raise ~~issued~~through 3our public offering is a sufficient amount to allow our company to generate revenue. Whatever money we have raised,~~800,000~~ ~~shares~~will be applied to the items set forth in the Use of Proceeds section of our ~~common~~prospectus. ~~stock~~If we find mineralized material and ~~received~~it $8is economically feasible to remove the mineralized material,~~030~~ we will attempt to raise additional money through subsequent private placements, public offerings or through loans.

AsOn ofApril 29, 2010, we filed a second Post-Effective Amendment t our S-1 Registration Statement. Our Post-Effective Amendment was declared effective by the ~~date~~SEC on June 3, 2010, file number 333-153410, permitting us to offer 1,000,000 shares minimum, 2,000,000 shares maximum of ~~this~~our ~~report~~common stock at $0.05 per share in a direct public offering, without any involvement of underwriters or broker-dealers. We completed our public offering on February 11, 2011 and sold 1,051,665 shares of common stock at $0.05 per share for total proceeds of $52,583 to 39 shareholders. Since completing our public offering, we have ~~yet~~used the proceeds to ~~begin~~pay ~~operations~~our ~~and~~auditor ~~therefore~~the amount of $4,592. We still have ~~not~~$47,991 ~~generated~~of ~~any~~our ~~revenues~~proceeds.

InAs ~~January 2007, we issued 2,000,000 shares~~ of ~~common~~December ~~stock to Brian Roberts~~31, ~~our sole officer and director and 1~~2010,~~000,000~~ ~~shares of common stock to Peter Hill~~ our ~~former~~total ~~treasurer,~~assets ~~principal financial officer, principal accounting officer and a member of the board of directors. Mr. Hill died on January 9, 2009. The shares of common stock~~ were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. In October 2007 we issued 800,000 shares of common stock to four individuals pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. The purchase price of the shares was $838,~~030.00.~~654 ~~Mr.~~consisting ~~Roberts paid in $20 and Mr. Hill paid in $10. Each~~ of ~~the~~cash ~~other~~mineral ~~four shareholders paid $2~~properties,~~000.00~~ ~~for his 200,000 shares of common stock. This was accounted for as an acquisition of shares. Since inception of the Company on January 17, 2007 up until December 31, 2009, Mr. Brian Roberts~~ and ~~Peter~~deferred ~~Hill~~offering ~~advanced $12,000 and two shareholders advanced $44,481 to cover our~~ costs. ~~for~~Our ~~incorporation, accounting and legal fees and donated mineral property and other expenses for a~~ total ofliabilities ~~$1,756 and $194 respectively. Fees to Mr. Timmins~~ were ~~paid by Mr. Roberts. The amount owed to Mr. Roberts and the Estate of Peter Hill is non-interest bearing~~$84, ~~unsecured and due on demand~~260. The amount owed to the two shareholders is non-interest bearing, unsecured and repayable at the discretion of the Company. Further the agreement with Mr. Roberts was oral and there is no written document evidencing the agreement.

~~As of December 31, 2009 our total assets were $32,776 consisting of cash mineral properties, and deferred offering costs. Our total liabilities were $59,408.~~-16-

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.

-21-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Cormac Mining Inc.

(An Exploration Stage Company)

Financial Statements

As at December 31, ~~2009~~2010 and ~~2008~~ 2009

Index

	Index

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheet	F-2

Statement of Operations	F-3

Statement of Shareholders’ Equity	F-4

Statement of Cash Flows	F-5

Notes to the Financial Statements	F-6

	Report of Independent Registered Public Accounting Firm	F-1
	Balance Sheet	F-2
	Statement of Operations	F-3
	Statement of Shareholders’ Equity	F-4
	Statement of Cash Flows	F-5
	Notes to the Financial Statements	F-6

-17-

-22-

I. Vellmer Inc.
Chartered Accountant*
		721 – 602 W. Hastings Street
		Vancouver, B.C., V6B 1P2

		Tel:	604-687-3773
		Fax:	604-687-3778
	E-mail:	vellmer@i-vellmer.ca
	*denotes an incorporated professional

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of

Cormac Mining Inc.

(An Exploration Stage Company)

I have audited the balance sheets of Cormac Mining Inc. as at December 31, ~~2009~~2010 and ~~2008~~2009 and the related statements of operations, stockholders’ ~~equity~~deficiency and cash flows for the years ended December 31, ~~2009~~2010 and ~~2008~~2009 and from inception on January 17, 2007 to December 31, ~~2009~~2010. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, these financial statements present fairly, in all material respects, the financial position of Cormac Mining Inc. as at December 31, ~~2009~~2010 and ~~2008~~2009 and the results of its operations and its cash flows for the years ended December 31, ~~2009~~2010 and ~~2008~~2009 and from inception on January 17, 2007 through to December 31, ~~2009~~2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s business is in the exploration stage and has not generated any revenue to date. At December 31, ~~2009~~2010 the Company has limited cash resources and will likely require new financing, either through issuing shares or debt, to continue the development of its business. These factors together raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

	I VELLMER INC.
Vancouver, Canada	I Vellmer Inc.
March 30, 2010	Chartered Accountants

Vancouver, Canada “I Vellmer Inc.”

March 30, 2011 Chartered Accountants

F-1

-2318-

Cormac Mining Inc.
(an Exploration Stage Company)
Balance Sheets
December 31, 2009 and 2008
December 31, 2010 and 2009
Assets		~~2009~~2010			~~2008~~2009
Current
	Cash and cash equivalents	$	1,~~355~~058		$	611,355
Mineral property (note 3)			2,844			2,844
Capital transaction costs			28,577			20,000
Capital transaction costs (note 9)			34,752			28,577
Total Assets		$	3238,~~776~~654		$	2232,~~905~~776
Liabilities
Current
	Accounts payable and accrued liabilities	$	25,~~927~~403		$	42,~~880~~927
	Due to related parties (note 4)		5678,~~481~~857			2556,~~776~~481
Total Liabilities			5984,~~408~~260			3059,~~656~~408
Shareholders' (Deficiency) Equity
Capital stock (note 5)			38			38
	Preferred stock: 100,000,000 authorized shares
	- par value of $0.00001
	- no shares issued and outstanding
	Common stock: 100,000,000 authorized shares
	- par value of $0.00001
	- 3,800,000 shares issued and outstanding
	Additional paid-in capital		7,992			7,992
	Donated capital (note 6 )		1,950			1,950
	Deficit accumulated during the exploration stage		(3655,~~612~~586	)		(1736,~~731~~612	)
Total Shareholders’ (Deficiency) Equity			(2645,~~632~~606	)		(726,~~751~~632	)
Total Liabilities and Shareholders’ (Deficiency) Equity		$	3238,~~776~~654		$	2232,~~905~~776

Note 1 – Going Concern

Note 9 - Subsequent Event

See accompanying Notes

F-2

-2419-

Cormac Mining Inc.
(an Exploration Stage Company)
Statements of Operations
For the years ended December 31, 2009 and 2008 and from January 17, 2007 (Inception) to December 31, 2009
For the years ended December 31, 2010 and 2009 and from January 17, 2007 (Inception) to December 31, 2010
							January 17, 2007
							(Inception) to
							December 31,
	2009			2008			2009
	2010			2009			2010
Operating expenses
Accounting and audit	$	910,~~093~~221		$	119,~~610~~093		$	2131,~~203~~424
Legal fees		65,~~886~~949			26,~~226~~886			915,~~432~~381
Mineral exploration expenditures		2,~~051~~076			12,~~850~~051			35,~~901~~977
Office and sundry		~~601~~728			~~270~~601			1,~~139~~867
Regulatory and filing fees		~~250~~-			~~352~~250			602
Transfer agent		-			~~335~~-			335
Net loss for the year	$	(18,~~881~~974	)	$	(1618,~~643~~881	)	$	(3655,~~612~~586	)
Loss per share	$	(0.00	)	$	(0.00	)
Weighted average number of
shares outstanding		3,800,000			3,800,000

See accompanying Notes

F-3

-2520-

Cormac Mining Inc.
(an Exploration Stage Company)
Statement of Shareholders’ (Deficiency) Equity
For the Period from January 17, 2007 (Inception) to December 31, 2009
For the Period from January 17, 2007 (Inception) to December 31, 2010
									Deficit Accumulated			Total
	Common Stock				Additional Paid-In		Donated		Deficit Accumulated During the Exploration			Total Stockholders’ (Deficiency)
					Additional				During the			Stockholders'
	Shares		Amount		Capital		Capital		Stage			Equity
	Common Stock					Paid-In		Donated		Exploration			(Deficiency)
	Shares			Amount		Capital		Capital		Stage			Equity
			$		$		$		$			$
Common stock issued for cash, January 23, 2007, to two directors at $0.00001 per share		3,000,000		30		-		-		-			30
Common stock issued for cash, October 31, 2007, at $0.01 per share		800,000		8		7,992		-		-			8,000
Donated capital (note 6)		-		-		-		1,950		-			1,950
Net loss for the period		-				-		-		(1,088	)		(1,088	)
Balance, December 31, 2007		3,800,000		38		7,992		1,950		(1,088	)		8,892
Net loss for the year		-		-		-		-		(16,643	)		(16,643	)
Balance, December 31, 2008		3,800,000		38		7,992		1,950		(17,731	)		(7,751	)
Net loss for the year		-		-		-		-		(18,881	)		(18,881	)
Balance, December 31, 2009		3,800,000		38		7,992		1,950		(36,612	)		(26,632	)
Net loss for the year		-		-		-		-		(18,974	)		(18,974	)
Balance, December 31, 2010		3,800,000		38		7,992		1,950		(55,586	)		(45,606	)

See accompanying Notes

F-4

-2621-

Cormac Mining Inc.
(an Exploration Stage Company)
Statements of Cash Flows
For the years ended December 31, 2009 and 2008 and from January 17, 2007 (Inception) to December 31, 2009
For the years ended December 31, 2010 and 2009 and from January 17, 2007 (Inception) to December 31, 2010
							January 17, 2007
							(Inception) to
							December 31,
	2009			2008			2009
	2010			2009			2010
From (used in):
Operating activities
Net loss for the year	$	(18,~~881~~974	)	$	(1618,~~643~~881	)	$	(3655,~~612~~586	)
Items not requiring cash outlay:
-Donated office expenses		-			-			194
Non-cash working capital items:
-Accounts payable and accrued liabilities		(12,~~953~~476	)		4(1,~~380~~953	)		25,~~927~~403
Net cash used in operating activities		(2016,~~834~~498	)		(1220,~~263~~834	)		(3349,~~491~~989	)
Investing activities
Mineral property acquisition costs		-			-			(1,088	)
Financing activities
Share capital		-			-			8,030
Deferred offering costs		(86,~~577~~175	)		(108,~~000~~577	)		(2834,~~577~~752	)
Advances from related parties		3022,~~705~~376			1330,~~776~~705			5678,~~481~~857
Net cash provided by financing activities		2216,~~128~~201			322,~~776~~128			3552,~~934~~135
Changes in cash and cash equivalents		~~1,294~~(297	)		(81,~~487~~294	)		1,~~355~~058
Cash and cash equivalents, beginning of year		611,355			~~8,548~~61			-
Cash and cash equivalents, end of year	$	1,~~233~~058		$	611,355		$	1,~~355~~058
Supplemental cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
Cash paid for foreign exchange	$	~~595~~287		$	-595		$	~~595~~882
Supplemental disclosure of non-cash investing and financing activities:
Donation of mineral property	$	-		$	-		$	1,756

See accompanying Notes

F-5

-2722-

Cormac Mining Inc.

(An Exploration Stage Company)

Notes to the Interim Financial Statements

December 31, ~~2009~~2010 and ~~2008~~2009

1. Nature and Continuance of Operations

Cormac Mining Inc. (“Cormac” or the “Company”) was incorporated January 17, 2007 under the laws of Nevada. The Company is an exploration stage company engaged in the exploration for and development of base and precious metals. It holds an interest in an exploration property in British Columbia, Canada, and has not yet determined whether the property contains ore reserves that are economically recoverable.

The Company’s operations are in the exploration stage and it has not yet generated any revenue. The Company has limited cash resources and will likely require new financing, either through issuing shares or debt to continue the development of its business. Management intends to offer for sale additional common stock, however, there can be no assurance that it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

2. Significant Accounting Policies

Basis of Accounting

These audited financial statements have been prepared in accordance with the generally accepted accounting principles (“GAAP”) in the United States of America, and are presented in U.S. dollars.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP 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 periods. Actual results could differ from those estimates.

Foreign Currency Translation

The Company's functional currency is the United States dollar. Some transactions occur in Canadian currency, and management has adopted FASB ASC Topic 830-20 “Foreign Currency Transactions”. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on foreign currency translation are included in operations in the period in which they are incurred.

F-65

-2823-

Cormac Mining Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

December 31, ~~2009~~2010 and ~~2008~~2009

2. Significant Accounting Policies (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, ~~2009~~2010 the Company does not have any cash equivalents; at the same date its cash is deposited in bank accounts that are not federally insured.

Mineral Property Acquisition and Exploration Expenses

Mineral property exploration costs are charged to operations as incurred. Mineral property acquisition costs are initially capitalized when incurred and are amortized using the units-of-production method over the estimated life of probable, proven reserves. If mineral properties are abandoned or estimated to be impaired, any capitalized costs will be charged to operations.

Long-Lived Asset Impairments

The Company has adopted the provisions of FASB ASC Topic 360-10-35 “Property, Plant & Equipment – Subsequent Measurement”. Accordingly, it has established procedures for review of recoverability, and measurement of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Management believes that there has not been any impairment of the Company’s long-lived assets as at December 31, ~~2009~~2010 and ~~2008~~2009.

Asset Retirement Obligations

The Company recognizes a liability for retirement obligations associated with long-lived assets. Asset retirement obligations are recorded at fair value and recognized in the period incurred, along with a corresponding increase in the carrying value of the related long-lived asset. Fair value is estimated using the present value of the estimated future cash outflows to abandon the asset at the Company's risk free interest rate. The liability is subsequently adjusted for the passage of time, and is recognized as an accretion expense in the consolidated statement of net loss, comprehensive loss and deficit. The liability is also adjusted due to revisions in either the timing or the amount of the original estimated cash flows associated with the liability.

The Company does not have any asset retirement obligations as at December 31, 2010 and 2009.

Capital Transactions Costs

The Company defers direct and incremental costs incurred in connection with the issuance of share capital and other capital transactions as a non-current asset and charges the costs against share capital when the capital transaction is completed or to expense when the capital transaction is abandoned.

~~Comprehensive Income~~F-6

In accordance with FASB ASC Topic 220 “Comprehensive Income,” comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. There are no items of comprehensive income or loss as at December 31, 2009 and 2008.-24-

Income Taxes

Deferred income taxes are provided for temporary differences between the GAAP and tax-reporting amounts of assets and liabilities. If it is more likely than not that some or all of a deferred tax asset will not be realized, a valuation reserve is recognized and no benefit is recorded

F-7

-29-

Cormac Mining Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

December 31, ~~2009~~2010 and ~~2008~~2009

2. Significant Accounting Policies (continued)

Comprehensive Income

Income Taxes

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with FASB ASC Topic 260 “Earnings Per Share”. Both basic and diluted earnings per share (EPS) are presented on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options; it is not presented where anti dilutive.

Fair Value Measurements

The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures”, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted FASB ASC 825, “Financial Instruments”, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

~~Financial Instruments~~F-7

~~The fair values of cash and cash equivalents, accounts payable and accrued liabilities and advances from related parties were estimated to approximate their carrying values due to the immediate short~~-~~term maturity of these financial instruments.~~ 25-

Financial instruments that potentially subject the Company to credit risk consist principally of cash. Management does not believe the Company is exposed to significant credit risk. Management, as well, does not believe the Company is exposed to significant interest rate risks during the period presented in these financial statements.

The accompanying financial statements do not include any adjustments that might result from the eventual outcome of the risks and uncertainties described above.

F-8

-30-

Cormac Mining Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

December 31, ~~2009~~2010 and ~~2008~~2009

2. Significant Accounting Policies (continued)

Financial Instruments

The fair values of cash and cash equivalents, accounts payable and accrued liabilities and amounts due to related parties were estimated to approximate their carrying values due to the immediate short-term maturity of these financial instruments.

The accompanying financial statements do not include any adjustments that might result from the eventual outcome of the risks and uncertainties described above.

Recent Accounting Pronouncements

InRecent ~~August~~accounting ~~2009,~~pronouncements ~~the FASB~~ issued ~~ASU~~by ~~2009-05~~the ~~which~~FASB ~~includes~~(including ~~amendments~~its toEmerging ~~Subtopic~~Issues ~~820-10,~~Task ~~“Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances~~Force), ~~in which a quoted price in an active market for~~ the ~~identical liability is not available~~AICPA, aand ~~reporting entity is required to measure fair value using one or more of~~ the ~~techniques~~SEC ~~provided~~did ~~for in this update. The amendments in this ASU clarify that a reporting entity is~~ not, ~~required to include a separate input~~ or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are ~~required~~not ~~are~~believed ~~Level~~by 1management ~~fair value measurements. The guidance provided in this ASU is effective for the first reporting period~~to, ~~including interim periods, beginning after issuance. The adoption of this standard did not~~ have a material impact on ~~the~~our ~~Company’s~~present financial ~~position and results of operations~~statements.

In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities3. ~~For~~ ~~entities~~Mineral that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard did not have an impact on the Company’s financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.Property

InDuring ~~September 2009,~~ the ~~FASB~~period ~~has~~ended ~~published~~December ~~ASU 2009-12~~31, ~~“Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10~~2007, ~~“Fair~~the ~~Value~~Company ~~Measurements~~acquired ~~and~~100% ~~Disclosures~~of –the ~~Overall”,~~mineral rights to ~~permit~~twelve aclaim ~~reporting~~units ~~entity~~in ~~to measure~~ the ~~fair~~Nicola ~~value~~Mining ofDivision ~~certain investments on the basis~~ of the ~~net~~Province ~~asset value per share~~ of ~~the~~British ~~investment~~Columbia ~~(or~~with ~~its~~an ~~equivalent).~~expiry ~~This~~date ~~ASU also requires new disclosures, by major category~~ of ~~investments~~November ~~including~~2011; the ~~attributes~~claims ofare ~~investments~~named ~~within~~collectively the ~~scope~~Sack ~~of this amendment to the Codification~~Property. As ~~The~~at ~~guidance in this update is effective for interim and annual periods ending after~~ December 1531, ~~2009.~~2010, ~~Early~~the ~~application~~mineral isrights ~~permitted. The~~are ~~adoption~~held ofin ~~this~~trust ~~standard~~for ~~did not have an impact on~~ the Company’s ~~financial~~by ~~position~~its ~~and results of operations~~President.

FExploration expenditures incurred during the year ended December 31, 2010 consisted of $2,076 claim maintenance fees (2009 -9 $2,051, cumulative $5,977).

-31-

Cormac Mining Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

December 31, 2009 and 2008

2. Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

3. Mineral Property Acquisition Costs

During the period ended December 31, 2007, the Company acquired 100% of the mineral rights to twelve claim units in the Nicola Mining Division of the Province of British Columbia with an expiry date of December 2010; the claims are named collectively the Sack Property. As at December 31, 2009, the mineral rights are held in trust for the Company by its President.

Exploration expenditures incurred during the year ended December 31, 2009 consisted of $2,051 claim maintenance fees (2008 - $nil, cumulative $2,051) and geological reporting fees of $nil (2008 - $1,850, cumulative $1,850).

4. Due to Related Parties

~~One~~The ~~director~~President of the Company is owed $10,000 (~~2008~~2009 - $10,000) and the estate of one former director of the Company is owed $2,000 (~~2008~~2009 - $2,000), both for expenses paid on behalf of the Company. The amounts due are non-interest bearing, have no stated terms of repayment and are unsecured.

In addition, two shareholders of the Company are owed $4466,~~481~~857 (~~2008~~2009 - $1344,~~776~~481). These advances are non-interest bearing, unsecured, and are repayable at the Company’s discretion.

~~F-10~~5. Capital Stock

~~-32-~~There are no outstanding warrants, agreements or options on shares as at December 31, 2010 and 2009.

F-8

-26-

Cormac Mining Inc.

(an Exploration Stage Company)

Notes to the Interim Financial Statements

December 31, ~~2009~~2010 and ~~2008~~2009

5. Capital Stock

There are no outstanding warrants, agreements or options on shares as at December 31, 2009 and 2008.

The Company intends to offer for sale in the immediate future between 1,000,000 and 2,000,000 common stock at an offering price of $0.05 per share.

6. Donated Capital

During the year ended December 31, 2007, the Company received a donated mineral property in the amount of $1,756 and donated office expenditures in the amount of $194 from its President. The donated goods were recorded at the President’s carrying value. There were no goods or services donated to the Company in the years ended December 31, ~~2009~~2010 and ~~2008~~2009.

7. Income Taxes

No provision for income taxes has been made for the periods presented as the Company has incurred net losses.

The potential benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of the net deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are as follows:

	2009	2008
		2010			2009
Statutory rate	~~30.0%~~	~~30.5%~~	28.5	%		30.0	%
Income taxes recovered at the effective tax rate	~~$ 5,664~~	$ ~~5,076~~	5,408		$	5,664
Adjustment for temporary timing differences:	~~(615)~~	~~(564)~~	-			(615	)
	5,049	4,512
			5,408			5,049
Benefit of tax losses not recognized in year	~~(5,049)~~	~~(4,512)~~	(5,408	)		(5,049	)
Income tax recovery (expense) recognized in year	~~$ -~~	$ -	-		$	-

F-11

	December 31, 2010			December 31, 2009

Net operating loss carry forwards (expiring in 2027-2030)	$	49,609		$	36,612
Deferred tax assets	$	15,842		$	10,984
Effect of change in tax rate on valuation allowance		(834	)		(183	)
Less: Valuation allowance		(15,008	)		(10,801	)
Net deferred tax assets	$	-		$	-

The change in valuation allowance on deferred tax assets was $4,858 in 2010 (2009 -~~33-~~$5,417).

F-9

-27-

Cormac Mining Inc.

(an Exploration Stage Company)

Notes to the Interim Financial Statements

December 31, ~~2009~~2010 and ~~2008~~2009

78. Foreign ~~Income Taxes (Continued)~~Operations

	December 31, 2009	December 31, 2008
Net operating loss carry forwards (expiring in 2027-2029)	$ 36,612	$ 15,687
Deferred tax assets	$ 10,984	$ 5,384
Effect of change in tax rate on valuation allowance	(183)	(36)
Less: Valuation allowance	(10,801)	(5,384)
Net deferred tax assets	$ -	$ -

The accompanying balance sheet as at December 31, 2010 includes $1,058 of cash and $2,844 of mineral property cost; both assets are held in Canada (2009 - $1,355 and $2,844, respectively).

89. Subsequent Event

~~Subsequent~~In toFebruary ~~December~~2011 ~~31,~~the ~~2009~~Company acompleted ~~shareholder~~its ~~advanced~~initial ~~$2,940~~public ~~(Cdn$3~~offering and sold 1,057,000) tocommon ~~the~~shares ~~Company. The~~at ~~advances~~a ~~are~~price ~~non-interest~~of ~~bearing,~~$0.05 ~~unsecured,~~per ~~and~~share ~~repayable~~for attotal ~~the~~consideration ~~Company’s~~of ~~discretion~~$52,850.

~~F-12~~As at December 31, 2010, the Company has deferred $34,752 of capital transaction costs, to be charged against share capital concurrently with the completion of the initial public offering.

F-~~34-~~10

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~-28-

~~There~~ITEM ~~have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K~~9. CHANGES ~~Our~~IN ~~financial~~AND ~~statements~~DISAGREEMETS ~~for~~WITH ~~the~~ACCOUNTANTS ~~years~~ON ~~ended~~ACCOUNTING ~~December~~AND ~~31,~~FINANCIAL ~~2009 and 2008, included in this report have been audited by I~~DISCLOSURE. ~~Vellmer, as set forth in this annual report.~~

~~ITEM~~There 9Ahave been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. ~~EVALUATION~~Our OFfinancial ~~DISCLOSURE~~statements ~~CONTROLS~~for ~~AND~~the ~~PROCEDURES~~years ended December 31, 2010 and 2009, included in this report have been audited by I Vellmer Inc., as set forth in this annual report.

ITEM 9A. EVALUATION OF DISCLOSURE 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 Controls”) 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 CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report~~. Due~~ in that procedures were not in place to ~~limited~~provide ~~resources~~for ~~there~~timely, iscomplete, accurate reporting of events. The foregoing was a ~~lack~~result of ~~segregation~~our president’s lack of ~~duties~~experience inwith ~~financial~~his reporting and, ~~further~~disclosure aobligations. Our ~~lack~~president ofis ~~expertise~~committed ~~relating~~to educating himself through the seminars and consulting with attorneys to ~~complex~~become ~~financial~~fully knowledgeable with his obligations. In addition, currently there are no written policies or procedures that clearly define the roles in the disclosure and reporting ~~issues~~process.

~~Management’s~~Limitations ~~Report~~ on ~~Internal~~the ~~Control~~Effectiveness ~~Over~~of ~~Financial Reporting.~~Controls

~~Management~~Our ismanagement, ~~responsible~~including ~~for~~our ~~establishing~~CEO and ~~maintaining~~CFO, ~~adequate~~does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control ~~over~~system, ~~financial~~no ~~reporting~~matter ashow ~~such~~well ~~term~~conceived isand ~~defined~~operated, incan ~~Exchange~~provide ~~Act~~only ~~Rule~~reasonable, ~~13a~~not ~~-15(f).~~absolute, ~~The~~assurance ~~Company’s~~that ~~internal~~the objectives of the control ~~over~~system ~~financial~~are ~~reporting~~met. isFurther, the design of a ~~process~~control ~~designed~~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 ~~reasonable~~absolute assurance ~~regarding~~that ~~the~~all ~~reliability~~control issues and instances of ~~financial~~fraud, ~~reporting~~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 ~~preparation~~individual acts of ~~financial~~some ~~statements~~persons, ~~for~~by ~~external~~collusion ~~purposes~~of intwo ~~accordance~~or ~~with~~more ~~generally~~people, ~~accepted~~or ~~accounting~~by ~~principles~~management or board override of the control.

~~Because~~The design of ~~the~~any ~~inherent~~system ~~limitations~~of ~~due~~controls ~~to,~~also ~~for~~is ~~example,~~based ~~the~~in ~~potential~~part ~~for~~upon ~~human~~certain ~~error~~assumptions orabout ~~circumvention~~the likelihood of ~~controls~~future events, ~~internal~~and ~~control~~there ~~over~~can ~~financial~~be ~~reporting~~no ~~may~~assurance ~~not~~that ~~prevent~~any ordesign ~~detect~~will ~~misstatements.~~succeed ~~Also,~~in ~~projections~~achieving ofits ~~any~~stated ~~evaluation~~goals ofunder ~~effectiveness~~all topotential future ~~periods~~conditions; ~~are~~over ~~subject~~time, ~~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. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.-29-

~~Based~~CEO onand ~~this~~CFO ~~evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009. Material weakness identified included:~~Certifications

*Appearing ~~Lack~~immediately following the Signatures section of ~~segregation~~this report there are Certifications of ~~duties~~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 ~~Lack~~Report ofon ~~expertise~~Internal ~~relating~~Control toover ~~complex~~Financial ~~financial reporting issues~~Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-~~35-~~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.

~~These~~Our ~~weaknesses~~internal ~~may~~control ~~result~~over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in areasonable ~~more~~detail, ~~than~~accurately ~~remote~~and ~~likelihood~~fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that atransactions ~~material~~are ~~misstatement~~recorded ~~would~~as ~~not~~necessary beto ~~prevented~~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 ~~detected~~timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

~~The~~Because ~~foregoing~~of ~~material~~its ~~weaknesses~~inherent ~~were~~limitations, ~~identified~~internal oncontrols ~~March~~over ~~24,~~financial ~~2009~~reporting bymay ~~our~~not ~~auditor,~~prevent Ior ~~Vellmer~~detect ~~Inc~~misstatements. ~~The~~ ~~material~~All ~~weaknesses~~internal ~~first~~control ~~began~~systems, onno ~~January~~matter 9how well designed, ~~2009~~have inherent limitations, including the possibility of human error and the circumvention of overriding controls. ~~There~~ isAccordingly, noeven ~~impact~~effective ~~upon~~internal oncontrol ~~our~~over financial reporting orcan ~~our~~provide ~~control~~only ~~environment~~reasonable assurance with respect to financial statement preparation. ~~There~~ isAlso, noprojections ~~current~~of ~~plan~~any evaluation of effectiveness to ~~remediate~~future periods are subject to the ~~weaknesses~~risk ~~and~~that ~~there~~controls ~~were~~may nobecome ~~costs~~inadequate ~~incurred~~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 December 31, 2010. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of November 30, 2009, the Company’s internal control over financial reporting was not effective based on those criteria in that procedures were not in place to provide for timely, complete, accurate reporting of events. The major reason for the foregoing was our president’s lack of experience with his reporting and disclosure obligations. Our president is committed to educating himself through the seminars and consulting with attorneys to become fully knowledgeable with his obligations. In addition, currently there are no written policies or procedures that clearly define the roles in the disclosure and reporting process. We intend to define various roles and responsibilities related to this process by September 30, 2011.

-30-

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.

Changes in Internal Controls

WeThere ~~have~~were ~~also~~no ~~evaluated~~changes in our internal ~~controls~~control ~~for~~over financial reporting, ~~and~~during ~~there~~the ~~have~~quarter ~~been~~ended ~~no changes~~December in31, ~~our~~2010, ~~internal~~that ~~controls~~have materially affected, or inare ~~other~~reasonably ~~factors~~likely ~~that~~to ~~could~~materially affect, ~~those~~our ~~controls~~internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE; COMPLIANCE WITH ~~SECTION 16(a) OF THE EXCHANGE ACT~~

SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors

Each of our directors serves until his successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our ~~present~~each ~~sole~~of ~~officer~~our officers and director is set forth below:

Name and Address	Age	Position(s)
Brian Roberts	4647	president, principal executive officer, secretary, and director
936 West 14th Avenue		director
Locke B. Goldsmith	69	vice president
Vancouver, British Columbia
Canada V5Z 1R4

The person named above has held his office/position since inception of our company and is expected to hold his office/position until the next annual meeting of our stockholders.

Background of Officers and Directors

Brian Roberts has been our president, principal executive officer, secretary and director since January 17, 2007 and our treasurer, principal financial officer, principal accounting officer since January 9, 2009, upon the death of Peter Hill, our former treasurer, principal financial officer, principal accounting officer and director. For the past 19 years Mr. Roberts has been self employed in providing administration, investor relations, sales and marketing, management consulting and equity financing services to emerging private and public companies.

-3631-

~~Peter~~Locke ~~Hill~~Goldsmith ~~was~~has been our ~~treasurer,~~Vice ~~principal~~President ~~financial~~since ~~officer~~April 22, ~~principal~~2010. Mr. ~~accounting~~Goldsmith ~~officer~~has ~~and~~been a consulting ~~director from January 17~~geologist, ~~2007~~and ~~until~~has ~~the~~been ~~date~~active ofin ~~his~~mining ~~death,~~exploration onsince ~~January 9, 2009~~1958.

Conflicts of Interest

We believe that Mr. Roberts and Mr. Goldsmith will not be subject to conflicts of interest. ~~since~~Since, we will not acquire any additional properties. No policy has been implemented or will be implemented to address conflicts of interest.

In the event both Mr. Roberts ~~resigns~~and Mr. Goldsmith resign as an officer and director, there will be no one to run our operations and our operations will be suspended or cease entirely.

Compliance with Section 16(a) of the Exchange Act

~~Brian~~Messrs. Roberts, ~~our sole officer~~ and ~~director,~~Goldsmith ~~has~~have failed to file their ~~his~~ initial Form 33s. Mr. ~~which~~Roberts's Form 3 was due at the SEC on April 3, 2009. Mr. Goldsmith's Form 3 was due at the SEC on April 24, 2010. Further, MrMessrs. Roberts and Goldsmith have failed to file a Form 5 disclosing ~~his~~their failure to file ~~his~~their Form 3. ~~The~~Mr. Roberts's Form 5 was due at the SEC on February 14, 2010. Mr. Goldsmith's Form 5 was due at the SEC on February 14, 2011. Messrs. Roberts ~~has~~and Goldsmith have not indicated when hethey ~~intends~~intend to file the Form 33s or Form 55s.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid by us from inception on January 17, 2007 through December 31, ~~2009~~2010, for each or our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

~~SUMMARY~~Summary ~~COMPENSATION~~Compensation ~~TABLE~~Table

						Non-	Nonqualified
						Equity	Deferred	All
Name						Incentive	Compensa-	Other
and				Stock	Option	Plan	tion	Compen-
And				Stock	Option	Plan	Tion	Compen-
Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Brian Roberts	~~2009~~2010	0	0	0	0	0	0	0	0
President	~~2008~~2009	0	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0
Peter Hill	2009	0	0	0	0	0	0	0	0
Locke Goldsmith	2010	0	0	0	0	0	0	0	0
(Secretary	2008	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0
deceased 2009)	2007	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0
Peter Hill		0	0	0	0	0	0	0	0
(Secretary	2009	0	0	0	0	0	0	0	0
deceased 2009)	2008	0	0	0	0	0	0	0	0

We have not paid any salaries in ~~2009~~2010, and we do not anticipate paying any salaries at any time in ~~2010~~2011. We will not begin paying salaries until we have adequate funds to do so.

The following table sets forth all compensation paid to our directors during the calendar year December 31, 2009. We have not paid any compensation to our directors in 2010 and do not anticipate paying any compensation to our directors in 2010.-32-

~~-37-~~The following table sets forth all compensation paid to our directors during the calendar year December 31, 2010. We have not paid any compensation to our directors in 2010 and do not anticipate paying any compensation to our directors in 2011.

~~DIRECTOR~~Director ~~COMPENSATION~~Compensation

	Fees				Nonqualified
	Earned or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Brian Roberts	~~2009~~0	0	0	0	0	0	0
Peter Hill, deceased	2009	0	0	0	0	0	0

Our directors do not receive any compensation for serving as members of the board of directors.

As of the date hereof, we have not entered into an employment ~~contract~~contracts with our ~~sole~~any ~~officer~~of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.

Indemnification

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, 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 AND RELATED ~~STOCKHOLDER MATTERS.~~

~~The~~ STOCKHOLDER following table sets forth, as of the date of this report, the total number of shares of common stock 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 sharesMATTERS. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

~~-38-~~The following table sets forth, as of the date of this report, the total number of shares of common stock 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 they possess sole voting and dispositive power with respect to the shares.

Name and Address	Number of	Percentage of
Beneficial Ownership [1]	Shares	Ownership
Brian Roberts	2,000,000	52.63%
936 West 14th Avenue
Vancouver, BC
Canada V5Z 1R4
All Officers and Directors	2,000,000	52.63%
as a Group (1 person)
Estate of Peter Hill, deceased [2]	1,000,000	26.32%
1016 - 470 Granville St.
Vancouver, BC
Canada V6C 1V5
Frank Roberts	200,000	5.26%
2302 - 738 Broughton St.
Vancouver, BC
Canada V6G-3A7
Marc Branson	200,000	5.26%
1016 - 470 Granville St.
Vancouver, BC
Canada V6C 1V5
Charles Hill	200,000	5.26%
1050 Harwood Street
Vancouver, BC
Canada V6E 1R4
Mark Van der Horst	200,000	5.26%
2162 Acadia Road
Vancouver, BC
Canada V6T 1R5

-33-

[1]	The person named above "promoter" as defined in the Securities Exchange Act of 1934. Mr. Roberts is the only "promoter" of our company.
Name and Address	Number of	Percentage of
[2]	In early 2009, Mr. Peter Hill, our former Treasurer, Chief Financial Officer, Principle Financial Officer and a member of our Board of Directors, passed away. All of Mr. Hill’s share holdings are currently held in his estate which has not yet been finalized. The only beneficiary of his estate is his wife, Ruth Hill.
Beneficial Ownership	Shares	Ownership
Brian Roberts [1]	2,000,000	41.22%
936 West 14th Avenue
Vancouver, BC, Canada V5Z 1R4
Locke Goldsmith [1]	0	0.00%
936 West 14th Avenue
Vancouver, BC, Canada V5Z 1R4
All Officers and Directors	2,000,000	41.22%
as a Group (2 person)
Estate of Peter Hill, deceased [2]	1,000,000	20.61%
1016 - 470 Granville St.
Vancouver, BC, Canada V6C 1V5

[1]	The person named above "promoter" as defined in the Securities Exchange Act of 1934. Messrs. Roberts and Goldsmith are the only "promoters" of our company.

[2]	In early 2009, Mr. Peter, our former Treasurer, Chief Financial Officer, Principle Financial Officer and a member of our Board of Directors, passed away. The only beneficiary of his estate is his wife, Ruth Hill.

Future Sales by Existing Stockholders

In January, 2007, 2,000,000 shares of common stock were issued to Brian Roberts, ~~our~~one ~~sole~~of ~~officer~~our officers and sole director in January 2007 and 1,000,000 shares of common stock were issued to the late Mr. Peter Hill, formerly an officer and director. In addition in October 2007, we issued 800,000 shares of common stock to four individuals. The 3,800,000 shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition provided we were not a shell company at the time of issuance.

-39-

Shares purchased in our public offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

Brian Roberts, our sole officer and director, the Estate of Peter Hill, deceased, and four individuals currently own 3,800,000 shares of our stock. They will likely sell a portion of their stock if the market price goes above $0.05. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.

Because our sole officer and director will control us after the completion of our public offering, regardless of the number of shares sold, your 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 you own because of the ineffective voting power.

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

In January 2007, we issued a total of 2,000,000 shares of restricted common stock to ~~Brian~~Mr. Roberts~~, our president, secretary and a member of the board of directors~~. This was accounted for as an acquisition of shares of common stock in the amount of $20. We also issued a total of 1,000,000 shares of restricted common stock to ~~Peter Hill, our former treasurer, principal financial officer, principal accounting officer and a member of the board of directors.~~ Mr. Hill ~~passed away in early 2009~~. ~~All of Mr. Hill’s share holdings are currently held in his estate which has not yet been finalized.~~ This was accounted for as an acquisition of shares of common stock in the amount of $10.

Mr. Roberts also caused the property, comprised of twelve cells to be registered at a cost of $1,756. The claim was registered by W.G. Timmins for the $1,756. The terms of the transaction with Mr. Timmins were at arm ’s length and Mr. Timmins was not an affiliate. Mr. Roberts will transfer the claim to us if mineralized material is found on the claim. Mr. Roberts will not receive anything of value for the transfer and we will not pay any consideration of any kind for the transfer of the claim.

Mr. Roberts allows us to use approximately 320 square feet at his home on a rent free basis.

As at December 31, 2009, Mr. Roberts advanced $10,000 and Mr. Hill advanced $2,000 to cover our initial expenses. All of Mr. Hill’s share holdings and the advancement of $2000 are currently held in his estate which has not yet been finalized. Further, as at December 31, 2009, two shareholders have advanced $44,481.-34-

Mr. Roberts and Mr. Goldsmith are our only promoters. They have not received or will they receive anything of value from us, directly or indirectly in their capacities as promoters.

As at June 30, 2008, Mr. Roberts advanced $10,000.

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-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2009	$	9,093	I. Vellmer Inc. Chartered Accountants
2010		$	10,221	I. Vellmer Inc. Chartered Accountants
2008	$	11,556	I. Vellmer Inc. Chartered Accountants
2009		$	9,093	I. Vellmer Inc. Chartered Accountants

-40-

(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:

2009	$	-0-	I. Vellmer Inc. Chartered Accountants
2010		$	0	I. Vellmer Inc. Chartered Accountants
2008	$	-0-	I. Vellmer Inc. Chartered Accountants
2009		$	0	I. Vellmer Inc. 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:

2009	$	-0-	I. Vellmer Inc. Chartered Accountants
2010		$	0	I. Vellmer Inc. Chartered Accountants
2008	$	-0-	I. Vellmer Inc. Chartered Accountants
2009		$	0	I. Vellmer Inc. Chartered Accountants

(4) All Other Fees

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

2009	$	-0-	I. Vellmer Inc. Chartered Accountants
2010		$	0	I. Vellmer Inc. Chartered Accountants
2008	$	-0-	I. Vellmer Inc. Chartered Accountants
2009		$	0	I. Vellmer Inc. Chartered Accountants

(5) Our audit committee’s pre-approval policies and procedures 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.

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(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%.

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PART IV. OTHER INFORMATION

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

		Incorporated by reference
Exhibit Number	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation.	S-1	8/18/08	3.1
3.2	Bylaws.	S-1	8/18/08	3.2
4.1	Specimen Stock Certificate.	S-1	8/18/08	4.1
10.1	Trust Agreement.	S-1	8/18/08	10.1
14.1	Code of Ethics.	10-K	3/31/09	14.1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
	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.				X
99.1	Subscription Agreement	S-1	8/18/08	99.1
99.2	Charter Audit Committee	10-K	3/31/09	99.2
99.3	Disclosure Committee	10-K	3/31/09	99.3

~~-42-~~a

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13th ~~29th~~ day of ~~March~~April, ~~2010~~2011.

CORMAC MINING INC. (the “Registrant”) BY: BRIAN ROBERTS Brian Roberts President, Principal Executive Officer, ~~Treasurer,~~ Principal Financial Officer, ~~and~~ Principal Accounting Officer, Secretary, Treasurer and ~~Secretary~~sole member of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
BRIAN ROBERTS Brian Roberts	President, Chief Executive Officer, Treasurer, Secretary, Chief Financial Officer, Principal Accounting Officer and a sole member of the Board of Directors	March 29, 2010
BRIAN ROBERTS	President, Chief Executive Officer, Treasurer,	April 13, 2011
Brian Roberts	Secretary, Chief Financial Officer, Principal Accounting Officer and a sole member of the Board of Directors

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EXHIBIT INDEX

		Incorporated by reference
Exhibit Number	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation.	S-1	8/18/08	3.1
3.2	Bylaws.	S-1	8/18/08	3.2
4.1	Specimen Stock Certificate.	S-1	8/18/08	4.1
10.1	Trust Agreement.	S-1	8/18/08	10.1
14.1	Code of Ethics.	10-K	3/31/09	14.1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
	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.				X
99.1	Subscription Agreement	S-1	8/18/08	99.1
99.2	Charter Audit Committee	10-K	3/31/09	99.2
99.3	Disclosure Committee	10-K	3/31/09	99.3

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Filing Compare · Cormac Mining Inc.