UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE YEAR ENDED APRIL 30, 2009~~

For the fiscal year ended April 30, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission file number 000-52813

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

(Exact name of registrant as specified in its charter)

789 West Pender Street, Suite 1010
Vancouver, British Columbia, Canada	V6C 1H2
(Address of principal executive offices)	(Zip Code)

~~NEVADA~~Registrant’s telephone number, including area code: (604) 606-7979

~~(State~~Securities orregistered ~~other~~pursuant ~~jurisdiction~~to ofSection ~~incorporation~~12(b) orof ~~organization)~~the Exchange Act:

~~789~~None ~~West~~N/A ~~Pender~~Title ~~Street,~~of ~~Suite~~each ~~1010~~class Name of each exchange on which registered

~~Vancouver,~~Securities ~~British~~registered ~~Columbia~~pursuant to section 12(g) of the Act:

~~Canada V6C~~Common ~~1H2~~Stock, $0.00001 par value(Title of class)

(Address of principal executive offices, including zip code.)

(604) 606-7979

(telephone number, including area code)

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

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ~~Yes~~ ~~[ ] No [X]~~

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

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant(1) ~~delinquent~~has ~~filers~~filed ~~pursuant~~all reports required to ~~Item~~be ~~405~~filed ofby ~~Regulations~~Section ~~S-K~~13 isor ~~not~~15(d) ~~contained~~of ~~herein,~~the ~~and~~Securities ~~will~~Exchange Act ~~not~~of be1934 ~~contained,~~during to the ~~best~~preceding of12 ~~registrant’s~~months ~~knowledge,~~(or infor ~~definitive~~such ~~proxy~~shorter orperiod ~~information~~that the ~~statements~~registrant ~~incorporated~~was byrequired ~~reference~~to infile ~~Part~~such ~~III~~reports), ofand ~~this~~(2) ~~Form~~has ~~10-K~~been orsubject to ~~any~~such ~~amendment~~filing torequirements ~~this~~for ~~Form~~the ~~10-K~~past 90 days. ~~[ ]~~

~~Indicate~~Yes by[X] ~~check~~No mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.[ ]

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check [mark ]whether ~~Accelerated~~the ~~Filer~~registrant [has ]submitted ~~Non~~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-~~accelerated~~T ~~Filer~~(§ [232.405 of ]this ~~Smaller~~chapter) ~~Reporting~~during ~~Company~~the ~~[X]~~preceding 12 months (Door ~~not~~for ~~check~~such ifshorter aperiod that ~~smaller~~the ~~reporting~~registrant ~~company~~was required to submit and post such files).

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).~~ Yes [ X] No [X ]

~~State~~Indicate ~~the~~by ~~aggregate~~check ~~market~~mark ~~value~~if disclosure of ~~the~~delinquent ~~voting~~filers ~~and~~pursuant to ~~non~~Item 405 of Regulation S-~~voting~~K ~~common~~(§ ~~equity~~229.405 ~~held~~of bythis ~~non-affiliates~~chapter) ~~computed~~is bynot ~~reference~~contained herein, toand ~~the~~will ~~price~~not atbe ~~which~~contained, to the ~~common~~best ~~equity~~of ~~was~~registrant’s ~~sold~~knowledge, in definitive proxy or ~~the~~information ~~average~~statements ~~bid~~incorporated ~~and~~by ~~asked~~reference ~~price~~in Part III of ~~such~~this ~~common~~Form ~~equity,~~10-K asor ofany ~~June~~amendment 1,to ~~2009:~~this ~~$467,500~~Form 10-K. [ X ]

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	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[ ]	Smaller Reporting Company	[ X ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X ] No [ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $484,000 (based on a share price of $0.08, being the average bid and asked price on October 30, 2009)

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 16,050,000 common shares issued and outstanding as of August 10, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). N/A

TABLE OF CONTENTS

		Page
~~PART I~~	PART I
Item 1.	Business.	35
Item 1A.	Risk Factors.	208
Item 1B.	Unresolved Staff Comments.	2011
Item 2.	Properties.	2012
Item 3.	Legal Proceedings.	2116
Item 4.	~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders.~~Reserved)	2116
~~PART II~~	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.	2117
Item 6.	Selected Financial Data.	2418
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	2419
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2721
Item 8.	Financial Statements and Supplementary Data.	2721
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	4322
Item 9A.	Controls and Procedures.	4322
Item 9B.	Other Information.	4324
~~PART III~~	PART III
Item 10.	Directors and Executive Officers and Corporate Governance.	4424
Item 11.	Executive Compensation.	4726
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	4828
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	5029
Item 14.	Principal Accounting Fees and Services.	5029
~~PART IV~~	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	5130

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Forward Looking Statements.

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

the uncertainty of future revenue and profitability based upon our current financial condition and history of losses;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned projects;
risks relating to the mining of uranium; and
other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted

Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Snowdon” mean Snowdon Resources Corporation, unless the context clearly requires otherwise.

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

General

We were incorporated on March 1, 2006 and our fiscal year end is April 30. Our administrative office is located at 789 West Pender Street, Suite 1010, Vancouver, British Columbia, Canada V6C 1H2, which is also our mailing address. Our telephone number is (604) 606-7979, and our registered statutory office is located at ~~6100~~311 ~~Neil~~South ~~Road,~~Division ~~Suite 500~~Street, ~~Reno~~Carson City, Nevada ~~89544~~ 89703.

We are an exploration stage mining company. We ~~have~~are noin ~~ore~~the ~~bodies.~~business Weof ~~intend~~exploration toand ~~prospect~~development ~~for~~of uranium on our properties. Currently we hold title to twelve claims in Gila County, Arizona (the “CR Claims”) and have ~~one~~the ~~property~~right ~~which~~to ~~contains~~receive ~~twelve~~certain royalties in respect of certain Arizona state leases and claims described below. We acquired five Gila County claims on April 1, 2006 ~~from Maggie-May Minerals, Inc~~. ~~which is not affiliated with us.~~ The claims were re-staked in March, 2008 and increased to a total of twelve. Each claim measures 600 feet by 1,500 feet and covers 20 acres. Total land position is 240 acres.

In July, 2009, we entered into an ~~agreement~~debt tosettlement ~~acquire~~agreement with ~~five~~Eagle ~~Arizona~~Hill ~~State~~Exploration ~~leases~~Corporation and ~~two~~Eagle ~~additional~~Hill ~~claims.~~Arizona AsUranium ~~of the date of this report, title to those leases and claims has not yet been transferred to us. Further details are provided under Item 2, Properties.~~LLC

~~Claims~~(together the “Vendors”) to acquire the following five Arizona State leases (the “Leases”) and two additional claims in settlement of certain debt owed by the Vendors to Snowdon:

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

Leases
Arizona
State
Section	Permit	Permit
Number	Date	Number	County	Township	Range	Acres

2	1 Jun 07	08-111685	Coconino	38N	3W	661.24
16	1 Jun 07	08-111687	Mohave	39N	4W	640.00
32	17 Nov 06	08-114280	Mohave	37N	5W	640.00
32e	1 Jun 07	08-111686	Mohave	38N	4W	639.41
36	14 Dec 06	08-111148	Mohave	38N	6W	640.00

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

The two Arizona mining claims which we may acquire under the terms of the agreement dated July 20, 2009 are as follows:

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

	Date of	Coconino	BLM Serial
Claim Name	Location	County No.	No. (AMC #)	Township	Range	Section

TR #20	19 Feb 08	3480264	392039	39N	2W	26
TR #21	19 Feb 08	3480265	392040	39N	2W	26

As with our Gila County claims, the annual maintenance fee on these two additional claims is $140 each, due on or before September 1. As a condition of the debt settlement agreement we agreed to grant a 1% royalty interest in the claims and leases to the Vendors up to a limit of $400,000. On January 1, 2010 we entered into a mineral exploration and option agreement among the Vendors, Quaterra Alaska Inc. (“Quaterra”) and Limestone Resources LLC, pursuant to which the parties granted Quaterra an option to acquire a 100% interest to the following Arizona State leases (collectively the “Optioned Leases”): Nos. 08-3111148, 08-111081, 08-111685, 08-111686, 08-111686, 08-111687 and 08-114280. As consideration for the exercise of the option, Quaterra agreed to pay the Arizona State Land Development fees on the Optioned Leases for a one year period and perform the required exploration work to maintain the leases in good standing. As a condition of the agreement, the parties agreed to grant the following royalties: (i) a royalty of 25% of any royalties paid to the State of Arizona in connection with any mineral production from the Optioned Leases to Snowdon (the “Snowdon Royalty”), (ii) a royalty of 20% of any proceeds received by Snowdon from the Snowdon Royalty less any royalty payments to the Vendors, and (iii) a 1% net smelter return royalty on the proceeds of the Snowdon Royalty payable to the Vendors.

InRecent ~~order~~Corporate to keep claims in good standing, a claim maintenance fee in the amount of US$140 per claim must be paid by to the BLM each year on or before September 1 and there is no grace period. We will not cause the claims to expire as a result of not paying the required maintenance fees, provided that mineralized material is found. In the event that our exploration program does not locate mineralization of interest, we will allow claims to expire and cease operations related to those claims.Developments

~~The~~ Since ~~property~~the ~~was~~commencement ~~as selected based on research~~ of ~~documented~~our occurrences of uranium mineralization in Arizona and because mineralization has been located on other properties nearby, which are underlain by the same lithology. At the adjacent Promontory Butte deposit, important host rocks for radioactive material include siltstones and conglomeratesfourth ~~containing~~ quarter ~~abundant~~ended ~~carbonaceous~~April ~~material~~30, ~~representing mostly fossilized plants~~2010, iswe ~~thought~~experienced ~~to have deposited along ancient stream channels. We do not claim to have an ore body. No mineralized material has been discovered on our property. A Radon survey was completed on~~ the CRfollowing ~~mineral~~significant ~~claims during June, 2008 and is described below.~~corporate developments:

~~Location~~1. On January 1, 2010 we entered into a mineral exploration and ~~Access~~option agreement among the Eagle Hill Exploration Corporation and Eagle Hill Arizona Uranium LLC (together the “Vendors”), Quaterra Alaska Inc. (“Quaterra”) and Limestone Resources LLC, pursuant to which the parties granted Quaterra an option to acquire a 100% interest to the following Arizona State leases

The twelve CR Mineral Claims are located approximately 30 miles east of Payson, Arizona in Township 11 north, Range 13 East, sections 34 & 35, Gila County, Arizona. The Claim Block is situated within the Mogollon Slope region on the southwestern edge of the Colorado Plateau geologic province in the east-central Arizona region. The edge of the physiographic Colorado Plateau is a dissected scarp known as the Mogollon Rim. The Mogollon Rim is both a structurally and topographically high which creates a regional drainage divide. The waters to the north traverse to the Colorado River and the waters to the south flow to the Gila River system. Elevations on the property range from about 6,200 to 6,450 feet.5

~~The~~(collectively CRthe ~~claims~~“Optioned ~~may~~Leases”): beNos. ~~accessed~~08-111148, ~~from~~08-111081, ~~Payson~~08-111685, ~~Arizona~~08-111686, by08-111686, ~~traveling~~08-111687 ~~east~~and on08- 114280. As consideration for the exercise of the option, Quaterra agreed to pay the Arizona State ~~highway~~Land ~~260~~Development fees on the Optioned Leases for ~~approximately~~a 30one ~~miles~~year period and perform the required exploration work to maintain the ~~Colcord~~leases ~~Road~~in ~~junction~~good standing. As a condition of the agreement, ~~then~~the ~~travel~~parties ~~about~~agreed to grant the following royalties: (i) a royalty of 25% of any royalties paid to the State of Arizona in connection with any mineral production from the Optioned Leases to Snowdon (the “Snowdon Royalty”), (ii) a royalty of 20% of any proceeds received by Snowdon from the Snowdon Royalty less any royalty payments to the Vendors, and (iii) a 1% ~~mile~~net ~~southeast~~smelter return royalty on ~~Colcord~~the ~~Road~~proceeds of the Snowdon Royalty payable to the ~~claim~~Vendors. ~~boundary~~2. ~~There~~In February, 2010, the parties agreed to terminate the public relations agreement between Snowdon and Vorticom Inc. whereby Vorticom agreed to serve as public relations counsel for Snowdon beginning December 1, 2009 for a twelve month period. As consideration for the services, the Company had agreed to issue 250,000 restricted shares of common stock and pay a cash fee of $4,000 per month, and $500 monthly for media monitoring and live media database. The Company paid a total of $9,000 up to the date of termination of the contract. No further funds are ~~several~~owed ~~dirt~~and ~~roads~~the Company issued the 250,000 shares to Vorticom pursuant to Rule 506 of Regulation D on the basis that ~~traverse~~the company represented that they were an accredited investor. 3. Effective March 31, 2010 Terence Schorn has resigned as a Director of the Company. There were no disagreements between Mr. Schorn and the Company relating to the Company’s policies, procedures or practices. 4. On April 1, 2010, the Company executed an amendment agreement for office space and administrative support services with a privately held company controlled by a significant shareholder, effective April 1, 2010 for a term of three years at a rate of CDN$7,500 per month plus applicable taxes, and 300,000 shares of restricted common stock of the Company (issued May 3, 2010). The sole director and officer of Snowdon is also a director and shareholder of the private company. 5. In July, 2010 we entered into a letter of intent with a private an arms length company for the acquisition of six patent applications and related intellectual property for the processing and upgrading of heavy crude oil. Under the terms agreed to in the letter of intent, Snowdon may acquire the intellectual property in consideration of the issuance of up to 3,000,000 shares of common stock of Snowdon, together with up to 7,062,250 additional shares of common stock upon the achievement of certain milestones by the Company. The letter of intent is subject to a ~~northerly~~number ~~direction~~of conditions including, among other things, the satisfactory completion of the parties due diligence, completing a financing in the minimum amount of CDN$1,000,000. and the entry into a definitive agreement between the parties with the customary representations and warranties by the parties. There is no assurance that the transaction will be completed as planned or at all. An independent third party owns additional related oil and gas technology and Snowdon has been negotiating for the acquisition of such technology. There is no assurance that Snowdon will complete the acquisition of the additional technology. If the transaction completes, Snowdon intends to expand its business operations to include activities relating to the processing and upgrading of heavy crude oil and expects to continue with its mineral exploration activities on its uranium properties.

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

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MAP 1

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MAP 2

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Property Geology

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

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

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

Mineralization

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

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

The uranium mineralization in the Colcord Road area is estimated to occur about 700 feet above the Redwall Limestone. The uranium beds seem to be in one prominent zone of conglomerates and related cross-stratified sandstone and shales laced with carbonized and coalified plant debris within a fluvial complex. The fluvial complex displays a progressive northward shift of channel deposits with pebbles grading to inclined siltstones-claystones on the south sides of channels. Studies have shown the current

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within the stream channels was flowing in an easterly direction and are point-bar deposits. The channel complex is blanketed by a gray-green shale bed that contains abundant thin carbonized plant remains. The horizons are several feet thick and usually contain thin coaly units.

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

History of Previous Work

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

Radon Survey

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

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

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

The radon survey utilizes a system that measures the radon by an ion chamber with electrically charged Teflon, called an electret, located inside an electrically conducting plastic chamber of known air volume. The electrets serve as a source of high voltage needed for the chamber to operate as an ion chamber. It also serves as a sensor for the measurement of ionization in air. The ions produced inside the sensitive volume of the chamber are collected by the electrets causing a depletion of charge. The measurement of the depleted charge during the exposure period is a measure of integrated ionization during the measurement period. The electrets charge is read before and after the exposure using a specially built non-contact electret voltage reader.

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

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

Conclusions of the Radon survey were as follows:

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

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

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

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

In a subsequent report prepared for us by Dr. Karen Wenrich (Exhibit 10.4), Wenrich recommends that any drilling should not be centered on the above sites, which were Radon anomalies, surmising that the source of the Radon is displaced from the anomaly. She cites the report from Dr. Michael G. Reimer (included as Appendix 1 to her report) in support of this recommendation. Reimer discusses both shallow and deeper drilling and recommends that the results of any first drilling should guide

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subsequent drilling, as opposed to committing a drilling program to the four sites noted above. He also recommends testing groundwater for radon, to help determine sites for additional drilling. He concludes by stating “Using geologic and hydrologic information, it may be possible to estimate the distance of displacement of the central anomaly. In any case, further studies should be flexible in modifying the location of sampling as new data become available.”

The recommendations of Wenrich and Reimer suggest that further fieldwork and sampling is necessary prior to deciding on the type and the location of an initial drilling phase. However, current economic conditions and the opportunity to acquire the rights to certain additional properties in two nearby Arizona counties has led us to re-evaluate and postpone further work on the CR claims, as described below.

Status of Our Proposed Exploration Program

The exploration program for our CR claims is now on hold, pending improved conditions for fundraising in the equity markets. We ~~intend~~have had to ~~limit~~temporarily cease exploration program expenditures on those properties until there is greater certainty in our view that our cash reserves can be replenished through further equity offerings. The five State leases that we will be acquiring (see Item 2, Properties) will require expenditures of approximately $70,000 over the next twelve months in state-mandated exploration minimums, rental and annual renewal fees in order to maintain rights to those properties. As the CR claims only require an annual payment to the BLM totaling $1,680, our available funding for exploration work will need to be prioritized to the new state leases. As with the work so far on our CR claims, the exploration work on the new properties will be prospecting for uranium with the goal of identifying mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.

We have completed the Radon survey on our CR claims ~~as described above~~. The Radon survey was more extensive than originally contemplated and allowed us to replace certain previously planned exploration steps. Those were, establishing a survey grid, geological mapping of the rock structures, soil sampling and analysis, a radiometric survey, and a magnetometer survey. Total survey and claim related expenditures to April 30, ~~2009~~2010 were $8890,~~376 compared to an original Use of Proceeds estimate of $100,430~~388.

At present, our property should be considered undeveloped raw land. Work to date has included the staking of twelve contiguous lode claims, the required filing with both county and federal agencies and the radon survey together with related fieldwork and consulting. Maintenance fees due to the BLM totaling $1,680 for the CR claims as noted above are due on or before September 1 every year. The Use of Proceeds for Drilling and Development were originally estimated at a combined total of $309,570. NoTotal ~~amounts~~Development ~~have~~expenditures ~~been~~to April ~~spent~~30, on2010 ~~those~~were ~~items to date~~$37,262.

The following is our original plan and milestones for exploration of the CR claims. ~~This~~ ~~plan is now being deferred and re-evaluated, with priority as noted above, to be given to mandated expenditures on the state leases that we will be acquiring.~~ When sufficient funds are available for further exploration work on the CR claims, we will need to take into account the recommendations of Dr. Wenrich and Dr. Reimer with respect to the initial drilling locations and the need for additional data, possibly including groundwater testing. An entirely different type of drilling program (e.g. more widespread, shallow drilling) than that proposed in item 2 below could result. This would essentially change the current plan for Phase 2 in its entirety.

~~-11-~~6

CR Claims Exploration Plan - Phase 2 (Now deferred and subject to re-evaluation)

1. We ~~will~~intend to submit a Plan of Operation to the Tonto National Forest Service to conduct a drill program. Approval can take up to six months. 2. If our submission is approved, we will proceed with a reverse circulation drilling program at the locations recommended in the Radon survey report. This program will consist of 4 vertical holes drilled to a depth of 300 feet. The cost is estimated to be approximately $25,000 and the time involved is estimated to be 10 days. 3. As the drill holes are completed, a radiometric, down-hole probe will be immediately inserted in the holes to measure gamma ray counts. Cost is estimated to be approximately $6,000. 4. Administration and supervision by the field geologist during the drilling program and for the radiometric measurements is estimated to cost approximately $10,000. 5. Reclamation work cost is estimated to be approximately $10,000 and time involved is estimated to be 4 days. A refundable bond payment for reclamation work will need to be posted and is expected to be approximately $15,000.

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

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

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

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

Uranium in General

Background

The primary use of uranium oxide (“U3O8” or “uranium”) is as a fuel for nuclear power generation. The market for uranium has historically been prone to extreme high and low commodity prices. Commercial demand for uranium began to grow dramatically in the early 1970s as significant numbers of new orders were made for nuclear reactors, but at that time, uranium prices were severely depressed. In January 1973, the price for uranium was US$5.95 per pound (US$13.12 per kilogram). Uranium production began to exceed demand in anticipation of projected reactor construction at that time. The spot uranium price increased significantly and the price reached a peak of nearly US$43.40 per pound (US$95.68 per kilogram) in June 1978. However, the financial impact of retrofitting reactors under construction, the need for approved and anticipated new reactors to meet new environmental regulations, and public fears concerning the Three Mile Island, Pennsylvania event in 1979, resulted in many planned and ordered reactors being cancelled throughout the world. Although the demand for uranium continued to grow in France and Japan, the level of demand did not reach the levels originally predicted and by 1984, a surplus inventory of uranium existed. In the twelve months preceding the date of this report, uranium prices have ranged from US$40 per pound to just under US$65 per pound. Current price is just under US$50 per pound.

Demand for Uranium

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

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The demand for U3O8 is directly linked to electrical generation by nuclear power plants. Annual fuel consumption by western nations has increased from approximately 73 million pounds of U3O8 in 1980 to approximately 160 million pounds of U3O8 in 2005. The World Nuclear Association and Cameco estimated worldwide uranium production and consumption in 2006 at 103 million and 177 million pounds and in 2007 at 109 million and 174 million pounds. Cameco’s 2007 annual financial review stated that “The uranium market supply and demand fundamentals remained strong in 2007, indicating a need for more primary mine production over the coming decade.” The cost structure of nuclear power generation, which has higher capital costs and lower fuel costs than most other forms of power generation, requires nuclear plants to be kept operating at high capacities in order to achieve optimal economics. As a result, nuclear generation provides baseload electrical power making the demand for uranium fuel more predictable than most other fuels. Demand forecasts for uranium depend largely on forecasts of installed and operable nuclear power generation capacity, regardless of economic fluctuations or the demand for other forms of power.

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

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

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

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

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

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

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

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

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

Supply of Uranium

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

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

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

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

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

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

Supply Deficit

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

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

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

Uranium Producers

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

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

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

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

Pricing of Uranium

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

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

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

The Uranium Production Process

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

The ISL Process

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

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

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

The Nuclear Fuel Cycle

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

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

Government Regulation

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

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

Rental Fee Requirement

The Federal government's Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the BLM. All claimants must pay a yearly maintenance fee of $140 (previously $125) per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the Bureau of Land Management by September 1 of each year. We have paid this fee through September 1, 2009. The assessment year ends on noon of September 1 of each year. The initial maintenance fee is paid at the time the Notice of Location is filed with the BLM and covers the remainder of the assessment year in which the claim was located. There are no exemptions from the initial fee. Some claim holders may qualify for a Small Miner Exemption waiver of the maintenance fee for assessment years after the year in which the claim was located. We do not qualify for a Small Miner Exemption.

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

1. Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.

2. Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.

3. Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.

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

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

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

Mining Claims On State Land

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

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

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

We anticipate that we will be able to secure all necessary permits for exploration and, if development is warranted on the property, ~~will~~ file final plans of operation before we start any mining operations. At this point, a permit from the BLM would be required. Also, we would be required to comply with the laws of the state of Arizona and federal regulations.

Cost of Compliance With Environmental Laws

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.~~

~~-19-~~no water will be discharged 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; and
all holes, pits and shafts will be sealed upon abandonment of the property.

It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

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

Intellectual Property

We do not currently own any intellectual property.

Employees and Employment Agreements

At present, we have no full-time employees. Our officers and directors are part-time ~~and devote varying percentages of their time to our operation, depending on their individual responsibilities with the Company~~. ~~Some such as Robert Baker are required to have a more significant time commitment for us than are other officers or directors.~~

Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors handle much of our administrative duties, delegating and managing those where possible through personnel of Sweetwater Capital Corporation. ~~Financial statements and regulatory filings are prepared with the assistance of an outside financial consultant who is not under contract.~~

ITEM 1A. RISK FACTORS.

We ~~are~~lack aan ~~smaller~~operating ~~reporting~~history ~~company~~and ashave ~~defined~~losses bywhich ~~Rule~~we expect ~~12b-2~~to ofcontinue into the ~~Exchange~~future. ~~Act~~As ~~and~~a ~~are~~result, ~~not~~we ~~required~~may have to ~~provide~~suspend ~~the~~or ~~information required under this item~~cease operations.

~~ITEM~~We 1Bwere incorporated in March 1, 2006 and we have not started our proposed business operations or realized any revenues. ~~UNRESOLVED~~We ~~STAFF~~have ~~COMMENTS~~no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $679,118. Our ability to achieve and maintain profitability and positive cash flow is dependent upon;

Weour ~~are~~ability ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required~~ to ~~provide~~locate ~~the~~a ~~information~~profitable ~~required~~mineral ~~under~~property; ~~this item.~~
~~ITEM~~our 2.ability ~~PROPERTIES.~~to generate revenues; and
~~Claims~~our ability to reduce exploration costs.

~~The~~Based ~~following~~upon iscurrent aplans, ~~list~~we ofexpect ~~the~~to ~~claims~~incur ~~which~~operating welosses in ~~currently~~future ~~own,~~periods. asThis ~~filed~~will ~~with~~happen ~~Bureau~~because ofthere ~~Land~~are ~~Management,~~expenses ~~hereinafter~~associated with the ~~“BLM,”~~research ~~showing~~and ~~the~~exploration ~~claim~~of ~~number,~~our ~~name~~mineral ofproperties. ~~claims,~~As ~~date~~a ofresult, ~~location~~we ~~and~~may ~~date~~not generate ofrevenues ~~expiration~~in ~~for~~the ~~claims~~future. ~~All~~Failure ofto ~~these~~generate ~~claims~~revenues ~~are~~will ~~located~~cause inus ~~Gila~~to suspend ~~County,~~or ~~Arizona~~cease operations.

BLM Serial
No. (AMC #)	Claim Name	Date of Location	Date of Expiration
390227	CR # 1	February 28, 2008	September 1, 2009
390228	CR # 2	February 28, 2008	September 1, 2009
390229	CR # 3	February 28, 2008	September 1, 2009
390230	CR # 4	February 28, 2008	September 1, 2009
390231	CR # 5	February 28, 2008	September 1, 2009
390232	CR # 6	February 28, 2008	September 1, 2009
390233	CR # 7	February 28, 2008	September 1, 2009
390234	CR # 8	February 28, 2008	September 1, 2009
390235	CR # 9	February 28, 2008	September 1, 2009
390236	CR # 10	February 28, 2008	September 1, 2009
390237	CR # 11	February 28, 2008	September 1, 2009
390238	CR # 12	February 28, 2008	September 1, 2009

We currently do not generate revenues, and as a result, we face a high risk of business failure.

~~-20-~~We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the evaluation and development of our properties. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

~~The~~Because ~~five Arizona State leases which we will acquire under~~ the ~~terms~~probability of an ~~agreement~~individual ~~dated~~prospect ~~July~~ever having ~~20,~~reserves ~~2009~~is ~~(the~~extremely ~~agreement~~remote ~~was~~any ~~included~~funds asspent ~~an Exhibit to our report~~ on ~~form~~exploration ~~8-K~~will ~~filed~~probably be ~~on July 24, 2009) are as follows:~~lost.

Arizona
State
Section	Permit	Permit
Number	Date	Number	County	Township	Range	Acres
2	1 Jun 07	08-111685	Coconino	38N	3W	661.24
16	1 Jun 07	08-111687	Mohave	39N	4W	640.00
32	17 Nov 06	08-111081	Mohave	37N	5W	640.00
32e	1 Jun 07	08-111686	Mohave	38N	4W	639.41
36	14 Dec 06	08-111148	Mohave	38N	6W	640.00

~~Mohave~~The ~~County~~probability of an individual prospect ever having reserves is ~~west~~extremely ofremote. ~~and~~In ~~adjoining~~all ~~Coconino~~probability ~~county~~the property does not contain any reserves. ~~Gila~~As ~~County~~such, ~~where~~any ~~our~~funds ~~existing~~spent ~~claims~~on ~~are~~exploration ~~located,~~will isprobably ~~south~~be oflost ~~and~~which result ~~adjoining~~in ~~Coconino~~a ~~County~~loss of your investment.

~~The~~We ~~two~~have ~~Arizona~~no ~~mining~~history ~~claims which we will acquire under the terms~~ of ~~the~~mineral ~~same~~production ~~agreement~~or ~~dated~~mining ~~July 20, 2009 are as follows:~~operations.

	Date of	Coconino	BLM Serial
Claim Name	Location	County No.	No. (AMC #)	Township	Range	Section
TR #20	19 Feb 08	3480264	392039	39N	2W	26
TR #21	19 Feb 08	3480265	392040	39N	2W	26

We have never had uranium producing properties. There is no assurance that commercial quantities of uranium will be discovered, nor is there any assurance that our exploration program thereon will yield positive results. Even if commercial quantities of uranium are discovered, there can be no assurance that any of our property will ever be brought to a stage where uranium resources can profitably be produced therefrom. Factors which may limit our ability to produce uranium resources from our properties include, but are not limited to, the spot price of uranium, availability of additional capital and financing and the nature of any mineral deposits. We do not have a history of mining operations and there is no assurance that we will produce revenue, operate profitably or provide a return on investment in the future.

AsWe ~~with~~rely on our ~~current~~management ~~claims~~team, ~~the~~outside ~~annual~~contractors, experts ~~maintenance~~and ~~fee~~other onadvisors ~~these~~and ~~two~~the ~~additional~~loss ~~claims~~of ~~will~~any beof ~~$140~~them, ~~each~~if they cannot be replaced, ~~due~~could have a material adverse effect on orour ~~before~~business ~~September~~and 1financial performance.

~~ITEM~~The 3success of our operations and activities is dependent to a significant extent on the efforts and abilities of our small senior management team, as well as outside contractors, experts and other advisors. ~~LEGAL~~ ~~PROCEEDINGS~~In making an investment in our securities, you must be willing to rely to a significant extent on management's discretion and judgment, as well as the expertise and competence of outside contractors, experts and other advisors that we hire to advise us. The loss of one or more member of senior management, key employees or contractors, if not replaced, could materially adversely affect our operations and financial performance.

WeBecause we are ~~not~~small ~~presently~~and ado ~~party~~not tohave any ~~litigation~~ore reserves or much ~~pending~~capital, ~~legal~~we ~~proceeding~~may have to limit our exploration activity which may result in a loss of your investment.

~~ITEM~~Because 4we are small and do not have ore reserves or much capital, we must limit our exploration activity. ~~SUBMISSION~~ OFAs ~~MATTERS~~such TOwe Amay ~~VOTE~~not OFbe ~~SECURITY~~able ~~HOLDERS~~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.

~~During~~Because ~~the~~our ~~year~~officers ~~ended~~and ~~April~~directors ~~30,~~have ~~2009,~~other ~~there~~outside business ~~were~~activities noand ~~matters~~will ~~submitted~~each toonly abe ~~vote~~devoting 25% of their time or approximately ten hours per week each to our ~~shareholders~~operations, ~~through~~our ~~the~~operations ~~solicitation~~may ofbe sporadic ~~proxies~~which may result in periodic interruptions or ~~otherwise~~suspensions of exploration.

~~PART~~Because IIour officers and directors, have other outside business activities and will each only be devoting 25% of their time or ten hours each per week to our operations, our operations may be sporadic and occur at times which are convenient to our officers and directors. As a result, exploration of the property may be periodically interrupted or suspended.

~~ITEM~~The 5.marketability ~~MARKET~~of ~~FOR~~uranium ~~REGISTRANT’S~~is ~~COMMON~~subject ~~EQUITY,~~to ~~RELATED~~numerous factors ~~STOCKHOLDER~~beyond ~~MATTERS~~our ~~AND ISSUER PURCHASES OF EQUITY SECURITIES~~control.

~~Our~~The ~~shares~~price of uranium may beexperience ~~traded~~volatile and significant price movements over short periods of time. Factors that impact on the ~~Bulletin~~price ~~Board~~of uranium ~~operated~~include demand for nuclear power, political and economic conditions in uranium-producing and consuming nations, reprocessing of spent fuel and re-enrichment of depleted uranium tails or waste, sales of excess civilian and military inventories (including from dismantling nuclear weapons) by ~~the~~governments and ~~Federal~~industry ~~Industry~~participants ~~Regulatory~~and ~~Authority~~products ~~under~~levels and costs of production. These factors could negatively impact the ~~symbol~~price ~~“SWDO~~for uranium and lower uranium prices would negatively impact our future profitability.~~” A~~ ~~summary~~We do not have a hedging policy to protect us from a decline in uranium pricing and have no intention to establish one while we are in the exploratory phases of ~~trading~~our byoperations. ~~quarter~~In addition, ~~for~~we may not have the ~~2009~~ability ~~and~~to ~~2008~~purchase ~~fiscal~~hedging ~~years~~instruments isin asthe future. ~~follows:~~Hedging instruments may also not protect us adequately from fluctuations in the market price of uranium.

~~-21-~~There are a limited number of customers available in our target market.

			High Bid		Low Bid
2009
	Fourth Quarter 2/01/09 to 4/30/09	$	0.15	$	0.05
	Third Quarter 11/01/08 to 1/31/09	$	0.25	$	0.02
	Second Quarter 8/01/08 to 10/31/08	$	0.00	$	0.00
	First Quarter 5/01/08 to 7/31/08	$	0.00	$	0.00
2008
	Fourth Quarter 2/01/08 to 4/30/08	$	0.00	$	0.00
	Third Quarter 11/01/07 to 1/31/08	$	0.00	$	0.00
	Second Quarter 8/01/07 to 10/31/07	$	0.00	$	0.00
	First Quarter 5/01/07 to 7/31/07	$	0.00	$	0.00

A small number of electric utilities worldwide buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in demand by electric utilities for newly-produced uranium would adversely affect our business.

~~These~~Our ~~quotations~~expected ~~reflect~~costs ~~inter-dealer prices, without retail mark-up, mark-down or commissions and~~ may ~~not~~be ~~represent~~greater ~~actual~~than ~~transactions~~we anticipate.

~~Holders~~The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics. Thus, it is possible that actual costs and economic returns may differ materially from our best estimates, or that we could fail to obtain satisfactory resolution of fiscal or tax matters or government approvals necessary for the development or operation of the project, in which case the project may not proceed, either on its original timing, or at all. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays, and to require more capital than anticipated. These delays and additional costs could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition.

There are fifty-six holders of record for our common stock. 5,000,000 shares are held by Woodburn Holdings, Ltd., a corporation owned and controlled by Robert M. Baker, an officer and director. 5,000,000 shares are held by West Peak Ventures of Canada Limited, a corporation owned and controlled by Timothy Brock. The remaining 5,500,000 shares are held by 54 other persons, none of which hold 5% or more of the total outstanding shares.9

~~Status~~We ofare ~~our~~dependent upon continued public ~~offering~~acceptance of nuclear energy.

OnBecause ~~June~~of ~~14,~~unique ~~2007~~political, ~~the~~technological ~~Securities~~ and ~~Exchange~~environmental factors ~~Commission~~that ~~declared~~affect ~~our~~the ~~Form~~nuclear ~~SB-2~~industry, ~~Registration~~the ~~Statement~~industry ~~effective,~~is ~~file~~subject ~~number~~to ~~333-134943,~~public opinion ~~permitting~~risks uswhich tocould ~~offer~~have upan toadverse ~~10,000,000~~impact ~~shares~~on ofthe ~~common~~demand ~~stock~~for atnuclear ~~$0.10~~power and ~~per~~increase ~~share.~~the ~~There~~regulation ~~was~~of nothe ~~underwriter~~nuclear ~~involved~~power inindustry. ~~our~~An ~~public~~accident ~~offering. On~~at ~~March~~a nuclear ~~10,~~reactor ~~2008,~~anywhere wein ~~completed~~the anworld ~~initial~~could ~~public~~impact ~~offering,~~the continuing acceptance of ~~selling~~nuclear ~~5,500,000~~energy ~~common~~and ~~shares~~the atfuture aprospects ~~price~~for ofnuclear ~~$0.10~~generation, ~~per~~which ~~share~~may ~~for~~have ~~total~~a material ~~proceeds~~adverse ofeffect ~~$550,000~~on our business.

~~Since~~We ~~that~~are ~~time,~~subject to ~~April~~potential ~~30,~~risks ~~2009,~~and weliabilities associated ~~have~~with ~~spent~~pollution of the ~~proceeds~~environment asand ~~follows:~~disposal of waste products from our mining activities.

			Use of		Differences
			Proceeds As		See
			Described in		Description of
	Actual Use of		the SB-2		Material
	Proceeds to		Registration		Changes
	April 30, 2009		Statement		Below
1) Radon Survey and claim-related expenses	$	88,376	$	0	$	(88,376)
2) Geochemical and Geophysical survey
and related expenses		0		100,430		100,430
3) Drilling		0		151,200		151,200
4) Development		0		158,370		158,370
5) Working Capital		72,488		110,000		37,512
6) Consulting		42,000		0		(42,000)
7) Repayment of related parties advances		66,258		0		(66,258)
8) Offering expenses		2,963		30,000		27,037
Total	$	272,085	$	550,000	$	277,915

All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations. Environmental hazards may exist on the properties which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties.

~~-22-~~We are subject to potential risks and liabilities associated with pollution of the environment and disposal of waste products from our mining activities. Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required. The payment of any liabilities or the costs that we may incur to remedy environmental impacts would reduce funds otherwise available to us for operations. We might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential financial exposure to us may be significant. We have not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal or waste products occurring from exploration and production) as it is not generally available at what we believe to be a reasonable price.

1)Our &business 2)could -be ~~The~~adversely ~~Radon~~affected ~~survey~~if ~~and~~we ~~related~~fail ~~expenses~~to comply ~~totaled~~with ~~$88,376.~~extensive ~~That~~government ~~Radon~~regulations ~~survey~~or ~~replaced~~fail ~~the Geochemical and Geophysical surveys and their related expenses that were projected~~ to ~~total $100~~obtain,~~430~~ ~~while~~renew ~~achieving~~or ~~equivalent results. The selection of the Radon survey methodology therefore resulted in a net saving to date of $12,054 which~~comply iswith ~~available~~necessary ~~for~~licenses ~~further~~and ~~property survey work~~permits.

3)Our -mineral Noexploration ~~expenditures~~and ~~have~~planned ~~yet~~development ~~been~~activities ~~incurred~~are subject ~~for~~to ~~Drilling~~various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. ~~The~~Although ~~drilling~~we believe ~~sites~~our ~~recommended~~exploration and development activities are currently carried out in accordance ~~the~~with ~~Radon~~all ~~survey~~applicable ~~were~~laws, ~~re-evaluated~~rules and regulations, no assurance can be given that new laws, rules and regulations will not be enacted or that existing laws, rules and regulations will not be applied in ~~subsequent~~a ~~reports~~manner ~~from~~which Drcould limit or curtail production or development. ~~Karen~~Amendments ~~Wenrich~~to current laws and ~~Dr.~~regulations governing ~~Michael~~operations ~~Reimer,~~or ~~wherein~~more ~~they~~stringent ~~recommend~~implementation ~~that~~thereof could have a substantial ~~drill~~adverse ~~program~~impact ~~would~~on ~~need~~our business and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties. Many of our mineral rights and interests are subject to government approvals, licenses and permits. Obtaining necessary permits and licenses can be ~~redesigned~~a complex, ~~based~~time consuming process and we cannot be certain that we will be able to obtain all required permits on ~~additional~~acceptable ~~fieldwork~~terms, in ~~and~~a ~~data~~timely ~~analysis~~manner or at all. AsThe ~~noted~~costs ~~above~~and ~~however,~~delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop, delay or restrict us from proceeding with the development of an exploration ~~program~~project ~~for~~or the CRdevelopment ~~claims~~and isoperation ~~now~~of ~~indefinitely~~a mine. ~~postponed~~Such approvals, licenses and permits are, as a practical matter, subject to the ~~redesigned~~discretion ~~drilling~~of ~~work~~applicable ~~was~~governments ~~put~~or ongovernmental ~~hold~~officials. ~~before~~No assurance can be given that we will be successful in maintaining any ~~drilling~~or ~~commenced.~~all ~~Therefore~~of the novarious ~~amounts~~approvals, ~~have~~licenses ~~been~~and ~~assessed~~permits ~~against~~in full force and effect without modification or revocation. To the ~~drilling~~extent ~~allocation~~such approvals are required and not obtained, we may be curtailed or prohibited from continuing or proceeding with planned exploration or development of ~~$151~~mineral properties. Failure to comply with applicable laws,~~200~~ regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

4)Our -future ~~Development~~prospects ~~work~~may onbe ~~the~~affected ~~property~~by was always planned to occur after the survey and drilling programs were completed. As we are not yet at that point, no development expenditures have yet been incurred. Given the hold placed on the overall work program on the CR property and that fact that the new state leases have not yet been acquired,political itdecisions ~~will~~about ~~be some time before development costs are incurred on any of~~ the ~~properties. Therefore~~uranium ~~no amounts have been assessed against the development allocation of $158,370~~market.

5)There -can ~~Working~~be ~~capital~~no ofassurance ~~$110,000~~that in the ~~Use~~United ofStates ~~Proceeds~~or ~~was~~other government ~~intended~~will tonot ~~cover~~enact aslegislation ~~long~~restricting ato ~~period~~whom aswe ~~possible.~~can Wesell ~~are~~uranium ~~minimizing~~or that the ~~use~~United ofStates ~~working~~or ~~capital~~other asgovernment ~~much~~will asnot weincrease ~~can, given~~ the ~~uncertainties~~supply ~~around obtaining additional financing, due to currently adverse economic and financial market conditions. To April 30, 2009 we had limited our expenditures~~ of uranium ~~working~~by ~~capital~~decommissioning tonuclear ~~$72,488, leaving $37,512 for further working capital use~~weapons.

6)A &decline 7)in ~~- We deviated from~~ the ~~Use~~price of ~~Proceeds section in~~ our ~~registration~~common ~~statement~~stock incould ~~that~~affect our weability ~~spent~~to ~~the~~raise ~~following~~further ~~amounts~~working oncapital ~~items~~and ~~not~~adversely ~~contemplated~~impact ~~in that original Use of Proceeds:~~our operations.

~~Consulting~~A -prolonged ~~$42~~decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Any reduction in our ability to raise equity capital in the future could have a significant negative effect on our business plans and our ability to develop new products. If our stock price declines,~~000~~ we may not be able to raise additional capital sufficient to acquire new business.

~~Consulting fees paid for business development, strategic planning, and financing and management advice from a director ($21,000) and from a major shareholder of the Company ($21,000).~~10

~~Repayment~~Because we do not intend to pay any cash dividends on our shares of ~~related~~common ~~parties~~stock ~~advances~~in -the ~~$66~~near future,~~258~~ our shareholders will not be able to receive a return on their shares unless they sell them.

AsWe ~~noted~~intend ~~above,~~to ~~from~~retain ~~the~~any ~~Company’s~~future ~~inception~~earnings onto ~~March~~finance 1,the development ~~2006~~and toexpansion ~~the~~of ~~point~~our ~~that~~business. ~~funds~~We ~~were~~do ~~available~~not inanticipate ~~March,~~paying ~~2008~~any ascash dividends aon ~~result~~our ofcommon ~~our~~stock ~~initial~~in ~~public~~the ~~offering~~near future. The declaration, wepayment ~~were~~and amount ~~funded~~of byany ~~loans~~future ~~from~~dividends ~~related~~will ~~parties. Those~~be ~~loans~~made ~~were~~at ~~used~~the ~~for~~discretion of the ~~original~~board ~~mineral~~of directors, ~~claim~~and ~~fee~~will depend upon, toamong ~~re-stake~~other things, the ~~property~~results of operations, cash toflows ~~incorporate~~and usfinancial condition, ~~for~~operating ~~legal~~and capital requirements, and ~~accounting~~other ~~expenses~~factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and ~~office~~if ~~and~~dividends ~~sundry~~are ~~costs.~~paid, ~~Those~~there is ~~amounts~~no ~~were~~assurance ~~repaid~~with ~~during~~respect to the ~~year~~amount ~~ended~~of ~~April~~any 30such dividend. Unless we pay dividends, ~~2009~~our shareholders will not be able to receive a return on their shares unless they sell them.

8)Trading ~~- We overestimated the requirement for Offering Expenses in the Use~~ of ~~Proceeds section of~~ our ~~registration~~stock ~~statement.~~may ~~Actual~~be ~~cost~~restricted ~~was~~by ~~only~~the ~~$2,963~~SEC’s “Penny ~~compared~~Stock” toregulations ~~our~~which ~~estimate~~may oflimit ~~$30,000. As~~ a ~~result,~~stockholder’s weability ~~have under spent by $27,037. Offering expenses consist of legal services, accounting fees, fees due~~ to ~~the~~buy ~~transfer agent, printing expenses~~ and sell ~~filing~~our ~~fees in connection with the offering~~stock.

~~Dividends~~The U.S. Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to person other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and sales person compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

WeThe ~~have~~Financial ~~not~~Industry ~~declared~~Regulatory ~~any~~Authority, ~~cash~~or ~~dividends~~FINRA, has ~~nor~~adopted dosales wepractice ~~intend~~requirements towhich domay ~~so.~~also Welimit ~~are~~a ~~not~~stockholder’s ability ~~subject~~ to ~~any~~buy ~~legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources~~ and ~~needs~~sell ~~and it is anticipated that all available cash will be needed for~~ our ~~operations in the foreseeable future~~stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-23dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

~~Section~~Since ~~15(g)~~our ofshares are thinly traded, and trading on the OTC ~~Securities~~Bulletin ~~Exchange~~Board ~~Act~~may ofbe ~~1934~~limited and sporadic because it is not an exchange, stockholders may have difficulty reselling their shares or liquidating their investments.

Our shares ~~are~~of ~~covered~~common bystock ~~section~~are ~~15(g)~~currently oflisted ~~the~~for ~~Securities~~public trading ~~Exchange~~on ~~Act~~the ofPink ~~1934,~~OTC asMarkets ~~amended~~Inc. ~~that~~The ~~imposes~~trading ~~additional~~price ~~sales~~of ~~practice~~our ~~requirements~~shares onof ~~broker/dealers~~common stock ~~who~~has ~~sell~~been ~~such~~subject ~~securities~~ to ~~persons~~wide ~~other~~fluctuations. ~~than~~Trading ~~established~~prices ~~customers~~of ~~and~~our ~~accredited~~shares ~~investors~~of common ~~(generally~~stock ~~institutions~~may ~~with~~fluctuate ~~assets~~ in ~~excess~~response to a number of $5factors,~~000,000~~ ormany ~~individuals~~of ~~with~~which will ~~net~~be ~~worth in~~beyond ~~excess~~our ofcontrol. ~~$1,000,000~~The orstock ~~annual~~market ~~income~~has ~~exceeding~~generally ~~$200,000~~experienced orextreme price ~~$300,000~~and ~~jointly~~volume ~~with~~fluctuations ~~their~~that ~~spouses).~~have ~~For~~often ~~transactions~~been ~~covered~~unrelated byor disproportionate to the ~~Rule,~~operating ~~the~~performance ~~broker/dealer~~of ~~must~~companies ~~make~~with ano ~~special~~current ~~suitability~~business ~~determination~~operation. There ~~for~~can ~~the~~be ~~purchase~~no ~~and~~assurance ~~have~~that ~~received~~trading ~~the~~prices ~~purchaser's~~and ~~written~~price ~~agreement~~earnings toratios previously ~~the~~experienced ~~transaction~~by ~~prior~~shares toof ~~the~~our ~~sale.~~common ~~Consequently,~~stock ~~the~~will ~~Rule~~be ~~may~~matched ~~affect~~or maintained. ~~the~~These ~~ability~~broad ofmarket ~~broker/dealers~~and toindustry ~~sell~~factors ~~our~~may ~~securities~~adversely ~~and~~affect ~~also~~the market ~~may~~price ~~affect~~of ~~your~~the ~~ability~~shares toof ~~sell~~our ~~your~~common ~~shares~~stock, inregardless ~~the~~of ~~secondary~~our ~~market~~operating performance.

~~Section~~In ~~15(g)~~the ~~also~~past, ~~imposes~~following ~~additional~~periods ~~sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary~~ of ~~certain~~volatility ~~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~~market price of ~~the penny~~a ~~stock~~company's ~~market~~securities, ~~such~~securities asclass-action ~~“bid”~~litigation ~~and~~has ~~“offer”~~often been ~~quotes,~~instituted. aSuch ~~dealers “spread” and broker/dealer compensation; the broker/dealer compensation~~litigation, ~~the~~if ~~broker/dealers duties to its customers~~instituted, ~~including~~could ~~the~~result ~~disclosures~~in ~~required~~substantial costs byfor ~~any~~us ~~other penny stock disclosure rules; the customers rights~~ and ~~remedies~~a indiversion ~~causes~~ of ~~fraud in penny stock transactions; and, the NASD~~management's ~~toll~~attention ~~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~~resources.

~~Securities~~ITEM ~~authorized~~1B. ~~for~~UNRESOLVED ~~issuance~~STAFF ~~under equity compensation plans~~COMMENTS.

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

~~ITEM 6. SELECTED FINANCIAL DATA.~~11

WeITEM ~~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~~PROPERTIES.

~~ITEM~~Our administrative office is located at 789 West Pender Street, Suite 1010, Vancouver, British Columbia, Canada V6C 1H2, which is also our mailing address. Our telephone number is (604) 606-7979, and our registered statutory office is located at 311 South Division Street, Carson City, Nevada 89703. Our office location is provided under the terms of our agreement with Sweetwater Capital Corporation pursuant to which we pay $7,500 per month for rental of our office space and certain office related services including use of computers, professional services such as bookkeeping, office services and use of other office equipment. ~~MANAGEMENT’S~~We ~~DISCUSSION~~believe ~~AND~~our ~~ANALYSIS~~current OFpremises ~~FINANCIAL~~are ~~CONDITION~~adequate ~~AND~~for ~~RESULTS~~our current OFoperations ~~OPERATIONS~~and we do not anticipate that we will require any additional premises in the foreseeable future.

~~This~~ We ~~section~~are ofan ~~this~~exploration ~~report~~stage mining ~~includes~~company. aWe ~~number~~are in the business of ~~forward-looking~~exploration ~~statements~~and ~~that~~development ~~reflect~~of uranium on our ~~current~~properties. ~~views~~Currently ~~with~~we ~~respect~~hold title to ~~future~~twelve ~~events~~claims ~~and~~in ~~financial~~Gila ~~performance.~~County, Arizona ~~Forward-looking~~(the ~~statements~~“CR ~~are~~Claims”) ~~often~~and ~~identified~~have bythe ~~words~~right ~~like:~~to ~~believe,~~receive ~~expect,~~certain ~~estimate,~~royalties ~~anticipate,~~in respect ~~intend,~~of ~~project~~certain ~~and~~Arizona ~~similar~~state ~~expressions,~~leases orand ~~words~~claims ~~which,~~described bybelow. ~~their~~We ~~nature, refer~~acquired tofive ~~future~~Gila ~~events.~~County ~~You~~claims ~~should~~on ~~not~~April ~~place~~1, ~~undue~~2006. ~~certainty~~The onclaims ~~these~~were ~~forward~~re-~~looking~~staked ~~statements~~in March, 2008 ~~which~~and ~~apply~~increased ~~only~~to asa oftotal ~~the date~~ of ~~this report~~twelve. ~~These~~Each ~~forward-looking~~claim ~~statements~~measures ~~are~~600 ~~subject~~feet toby ~~certain~~1,500 feet ~~risks~~ and ~~uncertainties~~covers ~~that~~20 ~~could~~acres. ~~cause~~Total ~~actual~~land ~~results~~position tois ~~differ~~240 ~~materially from historical results or our predictions~~acres.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. No revenues are anticipated until we can locate and begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on our property. Ultimately, our success or failure will be determined by what we find under the ground. Our exploration program will now be prioritized on our new properties to be acquired in Mohave and Coconino counties, Arizona. Over the next twelve months, those properties will require us to meet an exploration expenditure commitment to the State of Arizona of approximately $64,000, along with state rental and filing fees and BLM maintenance fees totaling approximately $6,000.Claims

~~-24-~~The following is a list of the claims which we currently own, as filed with Bureau of Land Management, hereinafter the “BLM,” showing the claim number, name of claims, date of location and date of expiration for claims. All of these claims are located in Gila County, Arizona.

Our consulting and rental commitments total approximately $102,000 for the next twelve months while professional fees for the same period are expected to total approximately $45,000. We are projecting various other costs including shareholder reporting, filing and general and administrative items to total approximately $10,000 for the same twelve months. Cash and prepaid items at April 30, 2009 totaled approximately $253,000 or $26,000 in excess of the total of all of the above amounts. We had no current liabilities at April 30, 2009. We are therefore reasonably well funded for the next twelve months but will need new funding shortly after that period is over. We will attempt to raise additional money through a private placement, public offering or through loans, possibly in the form of convertible debt.

BLM Serial
No. (AMC #)	Claim Name	Date of Location	Date of Expiration

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

WeIn ~~will~~order beto ~~conducting~~keep ~~research~~claims in good standing, a claim maintenance fee in the ~~form~~amount of ~~exploration,~~US$140 ~~primarily~~per onclaim must be paid by to the ~~state~~BLM ~~leases~~each ~~that~~year weon ~~will~~or before beSeptember ~~acquiring~~1 inand ~~Arizona~~there is no grace period. ~~Our~~We CRwill not cause the claims ~~exploration~~to expire ~~program~~as isa ~~now~~result onof ~~hold~~not ~~and~~paying ~~our~~the ~~new~~required ~~properties~~maintenance ~~have~~fees, ~~not~~provided ~~yet~~that mineralized ~~been~~material ~~acquired~~is found. ~~Therefore~~In the ~~detailed~~event that our exploration program todoes not belocate ~~entered~~mineralization ~~into~~of oninterest, ~~the~~we ~~new~~will ~~properties~~allow ~~has~~claims ~~not~~to ~~been~~expire ~~planned~~and ~~out. It is~~cease aoperations ~~priority~~related ~~for~~to ~~management~~those toclaims. ~~plan~~In ~~the~~July, ~~most~~2009, ~~effective~~we ~~use~~entered ofinto ~~the~~an ~~mandated~~debt settlement ~~exploration~~agreement ~~expenditure~~with onEagle ~~those~~Hill ~~new~~Exploration ~~properties.~~Corporation Weand ~~want~~Eagle ~~not~~Hill Arizona ~~only~~Uranium toLLC ~~maintain~~(together the ~~rights~~“Vendors”) to ~~them~~acquire ~~but~~the tofollowing ~~expend~~five Arizona State leases (the ~~committed~~“Leases”) ~~funds~~and intwo aadditional ~~manner~~claims ~~most~~in ~~likely~~settlement toof certain ~~result~~debt inowed ~~locating~~by ~~mineralized~~the ~~deposits.~~Vendors to Snowdon:

We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore from the land.

Leases
Arizona
State
Section	Permit	Permit
Number	Date	Number	County	Township	Range	Acres

2	1 Jun 07	08-111685	Coconino	38N	3W	661.24
16	1 Jun 07	08-111687	Mohave	39N	4W	640.00
32	17 Nov 06	08-114280	Mohave	37N	5W	640.00
32e	1 Jun 07	08-111686	Mohave	38N	4W	639.41
36	14 Dec 06	08-111148	Mohave	38N	6W	640.00

WeThe dotwo ~~not~~Arizona ~~intend~~mining toclaims ~~interest~~which ~~other~~we ~~companies~~may inacquire aunder ~~property~~the terms ifof wethe ~~find~~agreement ~~mineralized~~dated ~~materials.~~July ~~Rather~~20, we2009 ~~intend~~are toas ~~try to develop the reserves ourselves.~~follows:

We do not intend to hire any employees at this time. All of the work on the properties will be conducted by unaffiliated, independent contractors. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.12

Milestones

	Date of	Coconino	BLM Serial
Claim Name	Location	County No.	No. (AMC #)	Township	Range	Section
TR #20	19 Feb 08	3480264	392039	39N	2W	26
TR #21	19 Feb 08	3480265	392040	39N	2W	26

~~Phase~~ As 1with of our ~~exploration~~Gila ~~program~~County claims, the annual maintenance fee on ~~our~~these CRtwo additional claims is $140 each, ~~consisting~~due on or before September 1. As a condition of the ~~Radon~~debt ~~survey~~settlement agreement we agreed to grant a 1% royalty interest in the claims and ~~related~~leases ~~work~~to asthe ~~described~~Vendors ~~above,~~up ~~has~~to ~~been~~a limit ~~completed~~of $400,000. AsOn ~~discussed~~January 1, ~~further~~2010 we entered into a mineral exploration ~~work~~and option onagreement ~~this~~among ~~property~~the isVendors, ~~now~~Quaterra onAlaska ~~hold~~Inc. (“Quaterra”) and Limestone Resources LLC, ~~with~~pursuant ~~priority~~to which the parties granted Quaterra an option to beacquire ~~given~~a 100% interest to the ~~five~~following Arizona ~~state~~State leases (collectively the “Optioned Leases”): Nos. 08-111148, 08-111081, 08-111685, 08-111686, 08-111686, 08-111687 and 08-114280. As consideration for the exercise of the option, Quaterra agreed to bepay ~~acquired~~the Arizona State Land Development fees on the Optioned Leases for a one year period and perform the required exploration work to maintain the leases in ~~Mohave~~good standing. As a condition of the agreement, the parties agreed to grant the following royalties: (i) a royalty of 25% of any royalties paid to the State of Arizona in connection with any mineral production from the Optioned Leases to Snowdon (the “Snowdon Royalty”), (ii) a royalty of 20% of any proceeds received by Snowdon from the Snowdon Royalty less any royalty payments to the Vendors, and ~~Coconino~~(iii) ~~counties~~a 1% net smelter return royalty on the proceeds of the Snowdon Royalty payable to the Vendors.

AsHistory ~~originally planned, Phase 2 consisted~~ of aPrevious drilling program at four specific sites identified in the Radon survey. Based on recommendations in the subsequent reports from Dr. Karen Wenrich and Dr. Michael Reimer, that drill program would need to be redesigned, based on additional fieldwork and data analysis. As noted however, the exploration program for the CR claims is now indefinitely postponed. An exploration program for the state leases is yet to be finalized and new milestones will be established as part of that process.Work

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

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

~~-25-~~The possibility of using radon measurement as a uranium prospecting technique was first suggested in 1927. Radon, being a noble gas does not combine with other element which facilitates its free migration through pore spaces in rock and soil and its dispersion over considerable distances by groundwater and surface water. Radon occurs naturally as three isotopes with mass numbers 222, 220, and 219 which are member of the 238U, 232Th and 235U decay series. After formation by radioactive decay, a radon atom diffuses through the enclosing mineral and diffuses through the ground air or groundwater present in pore spaces. In arid areas with little or no topsoil there is almost complete continuity between ground and atmospheric air and comes under the influence of meteorological variables. Low barometric pressure and strong winds tend to draw ground air out of the pore spaces and fractures of the near surface layers, thus reducing the radon concentration within them causing an upward movement of gas from depth. Calm conditions on the other hand reduce the rate of radon escape to atmosphere and result in a build up within the ground. Rainfall also restricts the upward flow of radon but has varying effects depending upon the soil profiles. Where soil is absent the rain water penetrates deeply and seals off the pore spaces in depth, producing a temporary reduction in near surface radon concentration. It is therefore emphasized that radon prospecting is part of a dynamic system depending upon a number of variables and the interpretation of the data must consider all the radon characteristics and geological environment of the survey area.

WeA ~~have~~radon nosurvey ~~assurance~~was ~~that~~completed ~~future~~for ~~financing~~Snowdon ~~will~~Resources beCorporation on ~~available~~the toCR usMineral onClaims ~~acceptable~~during ~~terms~~June, 2008 by GeoXplor Corp., Ifunder ~~financing~~the supervision isof ~~not~~John ~~available~~Rud, Geologist, M.Sc. The theory of GeoXplor Corp’s radon soil surveys are based on ~~satisfactory~~the ~~terms~~element radon which is a radioactive daughter product of uranium decay. Radon is produced by the radioactive decay of radium, a weproduct ~~may~~of uranium and thorium decay in rocks and soils. The magnitude of a radon anomaly associated with a parent concentration of uranium will be ~~unable~~due to the ~~continue,~~size ~~develop~~and orgrade ~~expand~~of ~~our~~the ~~operations~~parent body. ~~Also~~The radon survey utilizes a system that measures the radon by an ion chamber with electrically charged Teflon, ~~new~~called ~~equity~~an electret, ~~financing~~located ~~could~~inside ~~result~~an inelectrically ~~additional~~conducting ~~dilution~~plastic chamber of known air volume. The electrets serve as a source of high voltage needed for the chamber to ~~existing~~operate ~~shareholders~~as an ion chamber. It also serves as a sensor for the measurement of ionization in air. The ions produced inside the sensitive volume of the chamber are collected by the electrets causing a depletion of charge. The measurement of the depleted charge during the exposure period is a measure of integrated ionization during the measurement period. The electrets charge is read before and after the exposure using a specially built non-contact electret voltage reader.

~~Results~~The CR mineral claim uranium radon survey consisted of ~~Operations~~645 stations with 585 filtered radon readings. The mean value was 11.61 dV with a midrange reading of 17.98 dV. The gridding was completed by Kriging on a point basis with a standard deviation of 4.92 dV. The grid consisted of 10 lines on 100 meter spacing with station readings on 20 meter intervals for a lineal distance of 12,000 meters that covered an area of 1.08 square kilometers.

WeThe ~~acquired~~conclusions ~~one~~of ~~property~~the ~~containing~~Radon ~~five~~survey ~~claims.~~was Wethat ~~re-staked~~the ~~those~~CR mineral claims inare ~~February,~~underlain ~~2008~~by ~~and added~~ a ~~further~~red ~~seven~~to ~~contiguous~~purple ~~claims,~~fine ~~for~~grained asandstone ~~total~~and ofgray limestone ~~twelve claims covering 240 acres. We have no revenue~~ and ~~have~~dolomite ~~incurred~~of athe ~~net~~Horquilla ~~loss~~Formation. ~~from~~Available ~~inception~~literature indicates tothat ~~April~~anomalous ~~30,~~radioactivity ~~2009~~in ofthe ~~$279,931~~immediate asvicinity ~~a result~~ of ~~staking~~the ~~costs,~~CR claims awas ~~mineral~~reported ~~claim~~by ~~payment, exploration~~the ~~costs,~~Atomic ~~consulting~~Energy ~~fees~~Commission, ~~accounting~~Department ~~and~~of ~~legal~~Energy ~~expenses,~~ and Arizona ~~office~~Bureau ~~and~~of ~~sundry~~Geology ~~costs~~Publications.

~~Year ended April 30, 2009 compared to the year ended April 30, 2008~~13

-The ~~Consulting~~Radon ~~expenses~~Survey ofdefined ~~$42,000~~several ~~were~~radon ~~incurred~~anomalies in the southern ~~2009~~region ~~fiscal~~of ~~year~~the ~~for~~CR ~~financing,~~mineral ~~strategic~~claim ~~planning~~radon ~~and~~survey ~~business~~grid. ~~development~~The ~~advice~~anomalies have a southeast trend which coincides with the regional trend of the uranium enriched channels in the nearby Promontory Butte/Mogollon Rim area. WeField ~~had~~verification noof the ~~similar~~radon ~~costs~~anomalies was completed by utilizing a RS230 Spectrometer which indicated gamma reading of 200 cps (2X background) in ~~fiscal~~the ~~2008~~area of the defined radon anomalies.

-Recommendations ~~Office and sundry costs~~ were ~~higher~~made into ~~2009~~complete ~~than~~the infollowing ~~2008~~drill ~~primarily due~~ holes to ~~rent~~determine ~~and~~the ~~administrative~~size, ~~support~~depth ~~services~~and ~~that~~grade ~~commenced~~of inthe ~~July~~uranium ~~2008,~~channel amineralization. The ~~share~~recommended ~~transaction~~drill ~~reporting~~holes ~~service~~to ~~commenced~~complete inthe ~~2009~~first ~~and~~phase ~~increases~~of ina ~~various~~drilling ~~filing~~program were ~~service~~as ~~costs and fees.~~follows:

- Property exploration costs were higher in the 2009 fiscal year as we began exploration work on our CR claims. Costs in 2009 included claim maintenance fees, a Radon survey and related reports, plus fieldwork.

Drill Hole	UTM East	UTM North

DH #1	503600	94600
DH #2	503950	94500
DH #3	503440	94400
DH #4	503360	94300

-A ~~Professional~~subsequent ~~fees~~report ~~increased~~prepared ~~due~~for tous ~~new~~by ~~costs~~Dr. ~~incurred~~Karen ~~through~~Wenrich recommends that any drilling should not be centered on the ~~use~~above ofsites, awhich were ~~financial~~Radon ~~consultant~~anomalies, ~~for~~surmising ~~preparation~~that the source of ~~financial~~the ~~statements~~Radon is displaced from the anomaly. Reimer discusses both shallow and ~~regulatory~~deeper ~~filings,~~drilling asand ~~well~~recommends that asthe ~~coordination~~results ~~with~~of ~~our~~any ~~accountants.~~first Indrilling ~~addition~~should guide subsequent drilling, as opposed ~~our~~to ~~exploration~~committing ~~activity~~a ~~increased,~~drilling program to the ~~level~~four ofsites ~~accounting~~noted ~~activity~~above. He also recommends ~~went~~testing upgroundwater for radon, ~~increasing~~to help determine sites for additional drilling. He concludes by stating “Using geologic and hydrologic information, it may be possible to estimate the ~~amount~~distance of ~~work~~displacement ~~required~~of ~~from~~the ~~our~~central ~~accountants~~anomaly. In any case, further studies should be flexible in ~~connection~~modifying ~~with~~the ~~quarterly~~location ~~reviews~~of sampling ~~and~~as ~~our~~new ~~year~~data ~~end~~become ~~audit~~available.”

~~Year~~The ~~ended~~recommendations ~~April~~of ~~30,~~Wenrich ~~2008~~and ~~compared~~Reimer suggest that further fieldwork and sampling is necessary prior to deciding on the ~~year~~type ~~ended~~and ~~April~~the location 30of an initial drilling phase. However, ~~2007~~current economic conditions and the opportunity to acquire the rights to certain additional properties in two nearby Arizona counties has led us to re-evaluate and postpone further work on the CR claims.

-Location ~~Office~~ and ~~sundry costs were higher in fiscal year 2008 ($4,572) than in 2007 ($2,962) primarily due to transfer agent fees in connection with our public offering.~~Access

-The ~~Professional~~twelve ~~fees~~CR ~~increased~~Mineral ~~(2008:~~Claims ~~$27~~are located approximately 30 miles east of Payson,~~772~~ ~~compared~~Arizona toin ~~2007:~~Township $911 north,~~858)~~ ~~for~~Range ~~the~~13 ~~same~~East, ~~reason~~sections 34 & 35, asGila ~~well~~County, Arizona. The Claim Block is situated within the Mogollon Slope region on the southwestern edge of the Colorado Plateau geologic province in the east-central Arizona region. The edge of the physiographic Colorado Plateau is a dissected scarp known as ~~due~~the Mogollon Rim. The Mogollon Rim is both a structurally and topographically high which creates a regional drainage divide. The waters to ~~timing~~the ofnorth ~~year~~traverse ~~end~~to ~~audit~~the ~~fees~~Colorado ~~for~~River ~~2007~~and the waters to the south flow to the Gila River system. Elevations on the property range from about 6,200 to 6,450 feet.

-The ~~Project~~CR ~~development~~claims ~~costs~~may inbe ~~2008~~accessed offrom ~~$10~~Payson,~~781~~ ~~(2007:~~Arizona ~~$Nil)~~by ~~were~~traveling east on Arizona State highway 260 for ~~re-staking~~approximately 30 miles to the CRColcord ~~claims~~Road junction, then travel about 1 mile southeast on Colcord Road to the claim boundary. There are several dirt roads that traverse the property in a northerly direction.

~~Notable~~The ~~balance~~terrain ~~sheet~~on ~~changes~~the ~~from~~property ~~April~~is ~~30,~~moderate ~~2008~~with tosouth ~~April~~dipping slopes ~~30,~~and ~~2009~~pine ~~are~~trees as ~~follows:~~the predominant vegetation. The property is typically snow free which provides a 12 month work season. The claims are outlined on the following topographical and geological maps of the area.

- Cash decreased approximately $283,000 primarily due to expenditures on exploration of our mineral claims (Radon survey and other claim-related costs): $77,595; repayment of short term advances from related parties that were used to fund start-up costs: $66,258; professional fees: $38,390; consulting fees: $42,000; office and sundry costs including rent:$35,701; advances in connection with the state leases and new claims to be acquired: $14~~,960; and prepayment of rent and administrative services: $5,000.~~

-Location ~~Amounts receivable increased due to the advances in connection with the state leases and new claims to be acquired, plus payment~~ of ~~Goods~~CR ~~and~~Mineral ~~Services Taxes that are recoverable.~~Claims

~~- Prepaid expenses increased due to the prepayment of rent and administrative services as part of a quarterly payment made in advance.~~15

-Property ~~Due to related parties balances were repaid.~~Geology

~~Liquidity~~The CR Claim block is underlain by the Pennsylvanian Horquilla Formation which is a carbonate sequence that forms ledges and ~~Capital~~slopes. ~~Resources~~The strata within the Horquilla consist of cyclically interbedded fossiliferous limestone and minor terrigenous mudstone and siltstone. The Horquilla Formation began with the eastward transgression of the sea from the Cordilleran geosynclines into a restricted embayment. Thin sheets of gravel, composed of chert and flint pebbles, and in some instances contains brachiopods or other marine fossils was spread over the area followed by layer of mud, silt and carbonate deposits.

AsThe Naco Group (uranium enriched) is predominately a marine sequence of interbedded limestones and shales that grades laterally in the ~~date~~Lower Supai Formation of ~~this~~Late ~~report~~Pennsylvanian–Early Permian age. It was deposited during a marine transgression over a karst surface developed on the Mississippian Redwall Limestone. There are three members in the Naco Group. The lowermost member is typically a basal reddish-brown cherty mudstone, wesiltstone, ~~have~~or conglomerate ~~yet~~with tothe ~~generate~~source ~~any~~of ~~revenues~~material from ~~our~~the ~~business~~solution ~~operations~~of the Redwall Limestone and followed by stratified mudstone, siltstone and sandstone. ~~Our~~The middle ~~ability~~member toconsists ~~generate~~of ~~adequate~~richly ~~amounts~~fossiliferous resistant limestone and interbedded with purple shales and siltstones. The upper member consists of ~~cash~~a succession toof ~~meet~~reddish-brown ~~our~~clastics ~~needs~~and isinterbedded ~~entirely~~limestone ~~dependent~~produced onby the interfingering ~~issuance~~of marine units and continental margin and terrestrial redbeds of the ~~shares,~~south-eastward ~~debt~~building ~~securities,~~of orthe ~~loans~~Supai delta.

~~-26-~~Mineralization

WeThe ~~issued~~origin ~~10,000,000~~of ~~shares~~the ofuranium ~~common~~that ~~stock~~occurs ~~pursuant~~in the Colcord Road region are directly related to ~~the~~sandstone ~~exemption~~lenses ~~from~~of ~~registration~~stream ~~contained~~origin in ~~section~~beds ~~4(2)~~ of late Paleozoic age coincidental with the ~~Securities~~evolutionary ~~Act~~development of ~~1933~~land plants. ~~This~~The uranium ~~was~~deposits ~~accounted~~are ~~for~~tabular aspeneconcordant atypes ~~purchase~~that ofare ~~shares~~enveloped ofin ~~common~~rock formations ~~stock~~with reduced geochemical characteristics. The sandstone is pale gray and white and contains coalified plant fossils and finely disseminated pyrite. The associated mudstones are gray or green and also contain disseminated pyrite.

OnThe ~~June~~uranium ~~14,~~deposits ~~2007,~~are in the ~~Securities~~sandstone ~~and~~lenses ~~Exchange~~interbedded with ~~Commission~~mudstone ~~declared~~that ~~our~~formed ~~Form~~in ~~SB-2~~intermontane ~~Registration~~basins ~~Statement~~on ~~effective,~~broad ~~file~~alluvial ~~number~~plains ~~333-134943,~~or fans. ~~permitting~~The ushost tosandstone ~~offer~~ranges upfrom fine to ~~10,000,000~~coarse ~~shares~~grained ofand ~~common~~in ~~stock~~places it is conglomeratic with a dominantly quartzose composition. The uranium beds have a gentle dip which may have resulted from either stream gradient or slight tectonic tilting. The uranium deposits formed at $0shallow or moderate depths.10 Within ~~per~~the ~~share~~Colcord Road area the peneconcordant uranium deposits are associated with plant debris and are light colored containing pyrite in shale (mudstone). The ~~There~~clastic ~~was~~rocks nohave ~~underwriter~~been ~~involved~~deposited in ~~our~~fluvial ~~public~~environments ~~offering~~and are stratigraphically controlled. On ~~March~~The ~~10,~~mineralization ~~2008,~~is wedigenetic ~~completed~~related anto ~~initial~~the migration ~~public~~of ~~offering,~~ground waters. The source of the uranium is believed to be the ~~selling~~Precambrian ~~5,500,000~~rocks ~~common~~to ~~shares~~the atsouth. aThe ~~price~~uranium ofis $0associated with copper and not vanadium.10 ~~per~~The ~~share~~primary ~~for~~mineralization ~~total~~is ~~proceeds~~characterized ofby ~~$550,000~~metallic sulfides and uranium and in most instances it is a uraninite in coalified material.

AsThe ofuranium ~~April~~mineralization ~~30,~~in ~~2009,~~the ~~our~~Colcord ~~total~~Road ~~assets,~~area ~~all~~is estimated to occur about 700 feet above the Redwall Limestone. The uranium beds seem to be in one prominent zone of ~~which~~conglomerates ~~were~~and ~~current,~~related ~~were~~cross-stratified sandstone ~~$270,169,~~and shales laced with carbonized and ~~our~~coalified ~~total~~plant ~~liabilities~~debris ~~were~~within ~~$Nil~~a fluvial complex. ~~Cash~~The ~~requirements~~fluvial ~~for~~complex displays a progressive northward shift of channel deposits with pebbles grading to inclined siltstones-claystones on the south ~~next~~sides ~~twelve~~of ~~months,~~channels. asStudies ~~noted~~have ~~above,~~shown the current within the stream channels was flowing in an easterly direction and are ~~estimated~~point-bar todeposits. beThe channel ~~approximately~~complex ~~$227,000~~is blanketed by a gray-green shale bed that contains abundant thin carbonized plant remains. The horizons are several feet thick and usually contain thin coaly units.

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

WeITEM ~~have~~3. noLEGAL ~~off balance sheet arrangements.~~PROCEEDINGS

~~ITEM~~We 7Aknow of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. ~~QUANTITATIVE~~There ~~AND~~are ~~QUALITATIVE~~no ~~DISCLOSURES~~proceedings ~~ABOUT~~in ~~MARKET~~which ~~RISK~~any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

WeITEM ~~are~~4. a(Removed ~~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.~~Reserved)

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~16

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

PART II

~~-27-~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~REPORT~~Our OFshares ~~INDEPENDENT~~may ~~REGISTERED~~be ~~PUBLIC~~traded ~~ACCOUNTING~~on ~~FIRM~~the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol “SWDO.” The following table reflects the high and low bid information for our common stock obtained from the OTC Bulletin Board and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

ToThe ~~the~~high ~~Board~~and low bid prices of ~~Directors~~our ~~and~~common ~~Stockholders~~stock offor the periods indicated below are as follows:

Snowdon Resources Corporation

		High Bid		Low Bid
2010
Fourth Quarter 2/01/10 to 4/30/10	$	0.30	$	0.10
Third Quarter 11/01/09 to 1/31/10	$	0.15	$	0.07
Second Quarter 8/01/09 to 10/31/09	$	0.11	$	0.07
First Quarter 5/01/09 to 7/31/09	$	0.11	$	0.05
2009
Fourth Quarter 2/01/09 to 4/30/09	$	0.15	$	0.05
Third Quarter 11/01/08 to 1/31/09	$	0.25	$	0.02
Second Quarter 8/01/08 to 10/31/08	$	0.00	$	0.00
First Quarter 5/01/08 to 7/31/08	$	0.00	$	0.00

~~(An~~Holders ~~Exploration~~of ~~Stage Company)~~Record

WeThere ~~have~~are ~~audited~~twenty-four ~~the~~holders ~~accompanying balance sheets~~ of ~~Snowdon~~record ~~Resources~~for ~~Corporation~~our ~~(an~~common ~~exploration~~stock ~~stage company) (the “Company”)~~ as at ~~April~~August 3012, 2009 and 2008 and the related statements of operations, cash flows, and stockholders’ equity (deficiency) for the years then ended and for the cumulative period from inception, March 1, 2006, to April 30, 20092010. ~~These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.~~

WeTransfer ~~conducted~~Agent our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InOur ~~our~~common ~~opinion,~~shares ~~the~~are ~~financial~~issued ~~statements referred to above present fairly,~~ in ~~all~~registered ~~material~~form. ~~respects,~~Transfer Online ~~the~~Inc. ~~financial position~~ of ~~the~~512 ~~Company~~SE asSalmon atStreet, ~~April~~Portland 30OR, ~~2009~~Fax: ~~and~~503.227.6874, ~~2008~~is ~~and~~ the registrar ~~results of its operations~~ and ~~its~~transfer ~~cash~~agent ~~flows~~ for ~~the~~our ~~years~~common ~~then ended and the cumulative period from inception, March 1, 2006, to April 30, 2009, in conformity with accounting principles generally accepted in the United States of America~~shares.

Vancouver, Canada	“Morgan & Company”
August 4, 2009	Chartered Accountants

Dividends

~~F-1~~We have not declared any cash dividends, nor do we have any plans to do so. Management anticipates that, for the foreseeable future, all available cash will be needed to fund our operations.

~~-28-~~Recent Sales of Unregistered Securities

~~SNOWDON~~Other ~~RESOURCES~~than ~~CORPORATION~~as disclosed below, during the year ended April 30, 2010 we had no sales of unregistered securities.

~~(An~~On ~~Exploration~~April ~~Stage~~1, 2010, the Company executed an agreement for office space and administrative support services with a privately held company controlled by a significant shareholder, effective April 1, 2010 for a term of three years at a rate of CDN$7,500 per month plus applicable taxes, and 300,000 shares of restricted common stock of the Company (issued May 3, 2010). The shares were issued pursuant to Regulation S of the Securities Act of 1933 on the basis that the stockholder represented to us that they were not a “US person” as such term is defined in Regulation S.

~~BALANCE~~On ~~SHEETS~~November 24, 2009, Snowdon Resources Corporation (“Snowdon”) entered into an agreement with Vorticom Inc. whereby Vorticom will serve as public relations counsel for Snowdon beginning December 1, 2009 for a twelve month period. As consideration for the services, the Company agreed to issue 250,000 restricted shares of common stock and pay a cash fee of $4,000 per month, and $500 monthly for media monitoring and live media database. In February, 2010, the parties agreed to terminate the public relations agreement between Snowdon and Vorticom Inc. whereby Vorticom agreed to serve as public relations counsel for Snowdon beginning December 1, 2009 for a twelve month period. As consideration for the services, the Company had agreed to issue 250,000 restricted shares of common stock and pay a cash fee of $4,000 per month, and $500 monthly for media monitoring and live media database. The Company paid a total of $9,000 up to the date of

~~(Stated in U.S. Dollars)~~17

			APRIL 30
			2009		2008
ASSETS
Current
	Cash		$	247,853	$	531,283
	Amounts receivable (Note 9)			17,316		-
	Prepaid expenses			5,000		-
			$	270,169	$	531,283
LIABILITIES
Current
	Accounts payable and accrued liabilities		$	-	$	1,170
	Due to related parties (Note 4)			-		66,258
				-		67,428
STOCKHOLDERS’ EQUITY
Capital Stock (Note 6)
	Authorized:
		100,000,000 common shares with a par value of $0.00001 per share
		100,000,000 preferred shares with a par value of $0.00001 per share
		(none issued)
	Issued and outstanding:
		15,500,000 common shares at April 30, 2009 and 2008		155		155
Additional Paid-in Capital				549,945		549,945
Deficit Accumulated During The Exploration Stage				(279,931)		(86,245)
				270,169		463,855
			$	270,169	$	531,283

termination of the contract. No further funds are owed and the Company issued the 250,000 shares to Vorticom pursuant to Rule 506 of Regulation D on the basis that the company represented that they were an accredited investor.

~~Commitments~~Section ~~And~~15(g) ~~Contractual~~of ~~Obligations~~the ~~(Note~~Securities 7)Exchange ~~Subsequent~~Act ~~Event~~of ~~(Note 9)~~1934

~~The~~Our ~~accompanying~~shares ~~notes~~ are ancovered ~~integral~~by ~~part~~Section 15(g) of ~~these~~the ~~financial~~Securities Exchange ~~statements~~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.

~~F-2~~Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

~~-29-~~Securities authorized for issuance under equity compensation plans

~~SNOWDON~~The ~~RESOURCES~~following ~~CORPORATION~~table summarizes certain information regarding our equity compensation plan as at December 31, 2009:

(An Exploration Stage Company)

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan
Equity compensation plans approved by security holders	Nil	Nil	Nil
Equity compensation plans not approved by security holders	Nil	Nil	10,000,000
Total	Nil	Nil	10,000,000

~~STATEMENTS~~We OFhave ~~OPERATIONS~~an equity compensation plan under which our shares of common stock have been authorized for issuance to our officers, directors, employees, attorneys, accountants, consultants, or advisors, namely our 2008 Nonqualified Stock Option Plan. The plan provides for the issuance of stock options for services rendered to us. The board of directors is vested with the power to determine the terms and conditions of the options.

~~(Stated~~This equity compensation plan was filed with the SEC on December 2, 2008 in U.a registration statement on Form S.-8 ~~Dollars~~(SEC file no. 333-155883) and registered 10,000,000 shares of common stock for sale thereunder. As of the date of this filing, no options have been granted and 10,000,000 options to acquire shares of common stock remain available for future issuance under this plan.

							CUMULATIVE
							PERIOD FROM
							INCEPTION
							MARCH 1
							2006 TO
			YEARS ENDED APRIL 30				APRIL 30
			2009		2008		2009
Revenue			$	-	$	-	$	-
Expenses
		Consulting fees		42,000		-		42,000
		Impairment of mineral claim interest		-		-		10,000
		Office and sundry		35,701		4,572		43,535
		Property exploration costs		77,595		10,781		88,376
		Professional fees		38,390		27,772		96,020
				193,686		43,125		279,931
Net Loss For The Period			$	(193,686)	$	(43,125)	$	(279,931)
Basic And Diluted Loss Per Common Share			$	(0.01)	$	(0.00)
Weighted Average Number Of Common Shares
	Outstanding			15,500,000		10,390,710

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~The accompanying notes are an integral part of these financial statements~~None.

~~F-3~~ITEM 6. SELECTED FINANCIAL DATA.

~~-30-~~Not Applicable.

~~SNOWDON RESOURCES CORPORATION~~18

~~(An~~ITEM ~~Exploration~~7. ~~Stage~~MANAGEMENT’S ~~Company)~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~STATEMENTS~~The OFfollowing ~~CASH~~discussion ~~FLOWS~~should be read in conjunction with our audited financial statements for the years ended April 30, 2010 and April 30, 2009 and the related notes that appear elsewhere in this Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Form 10-K, particularly in the section entitled “Risk Factors”.

~~(Stated~~Our consolidated financial statements are prepared in accordance Uwith United States generally accepted accounting principles.S. ~~Dollars)~~

							CUMULATIVE
							PERIOD FROM
							INCEPTION
							MARCH 1
							2006 TO
			YEARS ENDED APRIL 30				APRIL 30
			2009		2008		2009
Cash Flows (Used In) Provided By:
Operating Activities
	Net loss for the period		$	(193,686)	$	(43,125)	$	(279,931)
	Net changes in non-cash operating working capital
	items:
		Amounts receivable		(17,316)		-		(17,316)
		Prepaid expenses		(5,000)		-		(5,000)
		Accounts payable and accrued liabilities		(1,170)		(8,830)		-
		Unrealized foreign exchange loss		(35,962)		-		(35,962)
				(253,134)		(51,955)		(338,209)
Financing Activities
	Issue of share capital			-		550,000		550,100
	(Repayments) advances (to) from related parties			(66,258)		33,025		-
				(66,258)		583,025		550,100
Effect of translation on foreign exchange currency cash				35,962		-		35,962
(Decrease) Increase In Cash				(283,430)		531,070		247,853
Cash, Beginning Of Period				531,283		213		-
Cash, End Of Period			$	247,853	$	531,283	$	247,853
Supplemental Cash Flow Information
	Cash Activities:
		Interest paid (received)	$	(2,000)	$	-	$	-
		Income taxes paid	$	-	$	-	$	-

~~The~~Our ~~accompany~~CR ~~notes~~claims exploration program is presently on hold subject to a change in market conditions and additional financing. We anticipate that we are annot ~~integral~~going ~~part~~to buy or sell any plant or significant equipment during the next twelve months. We anticipate that will not buy any equipment until have located a body of ~~these~~ore ~~financial~~and ~~statements~~we have determined it is economical to extract the ore.

~~F-4~~We do not intend to hire any employees at this time. All of the work on the properties will be conducted by unaffiliated, independent contractors. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

~~-31-~~Limited Operating History; Need for Additional Capital

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

~~(An~~We ~~Exploration~~have ~~Stage~~no ~~Company)~~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. Also, new equity financing could result in additional dilution to existing shareholders.

~~STATEMENT~~Results OFof ~~STOCKHOLDERS’ EQUITY (DEFICIENCY)~~Operations

~~(Stated~~We acquired one property containing five claims. We re-staked those claims in UFebruary, 2008 and added a further seven contiguous claims, for a total of twelve claims covering 240 acres.S. ~~Dollars)~~We have no revenue and have incurred a net loss from inception to April 30, 2010 of $657,260 as a result of staking costs, a mineral claim payment, exploration costs, consulting fees, accounting and legal expenses, and office and sundry costs.

~~PERIOD~~RESULTS ~~FROM~~OF ~~INCEPTION (MARCH 1, 2006) TO APRIL 30, 2009~~OPERATIONS

							DEFICIT
		NUMBER					ACCUMULATED
		OF			ADDITIONAL		DURING THE
		COMMON	PAR		PAID-IN		EXPLORATION
		SHARES	VALUE		CAPITAL		STAGE		TOTAL
Beginning balance, March 1, 2006		-	$	-	$	-	$	-	$	-
March 22, 2006 – Shares issued
	for cash at $0.00001	10,000,000		100		-		-		100
Net loss for the period		-		-		-		(30,300)		(30,300)
Balance, April 30, 2006		10,000,000		100		-		(30,300)		(30,200)
Net loss for the year		-		-		-		(12,820)		(12,820)
Balance, April 30, 2007		10,000,000		100		-		(43,120)		(43,020)
April 4, 2008 – Shares issued
	for cash at $0.10	5,500,000		55		549,945		-		550,000
Net loss for the year		-		-		-		(43,125)		(43,125)
Balance, April 30, 2008		15,500,000		155		549,945		(86,245)		463,855
Net loss for the year		-		-		-		(193,686)		(193,686)
Balance, April 30, 2009		15,500,000	$	155	$	549,945	$	(279,931)	$	270,169

Our operating results for the years ended April 30, 2010 and 2009 are summarized as follows:

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

	Year Ended April 30, 2010	Year Ended April 30, 2009	Percentage Increase/(Decrease)
Revenue	-	-	N/A
Expenses	$ 377,329	$ 193,686	195%
Basic and Diluted Loss Per Common Share	$ (0.03 )	$ (0.01 )	200%
Net Income (loss)	$ (377,329 )	$ (193,686 )	195%

~~F-5~~Revenues

~~-32-~~We have had no operating revenues for the years ended April 30, 2010 and 2009. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

~~SNOWDON RESOURCES CORPORATION~~19

~~(An~~General ~~Exploration~~and ~~Stage~~Administrative ~~Company)~~Expenses

~~NOTES~~The TOmajor ~~FINANCIAL~~components ~~STATEMENTS~~of our general and administrative expenses for the year are outlined in the table below:

April 30, 2009 and 2008

		Year Ended April 30,

		2010			2009

Consulting fees	$	183,322		$	42,000
Foreign exchange (gain) loss		(1,352	)		3,005
Mineral property exploration costs		4,053			77,595
Mineral property investigation costs		20,260			-
Office and sundry		64,475			32,696
Professional fees		41,876			38,390
Research costs		64,695			-
Total Expenses	$	377,329		$	193,686

~~(Stated~~Our expenses for the fiscal year ended April 30, 2010 were $377,329, compared to $193,686 for the fiscal year ended April 30, 2009. The increase in Uour general and administrative expenses during the fiscal year ended April 30, 2010 was primarily due to an increase in consulting expenses associated with financing, strategic planning and business development advice and investor relations relating to ongoing business activities of the company and the pursuit of new opportunities for the company, and due to an increase in professional fees associated with the Company’s ongoing reporting obligations under the Securities Exchange Act of 1934.S The increased consulting fees of the Company during the past fiscal year primarily related to the costs associated with the negotiation of the acquisition of certain technology for oil upgrading and other applications with Agosto Corporation Limited. ~~Dollars~~These costs included the review and registration of various technology patents, the negotiation of terms for a proposed definitive agreement, due diligence reviews and tax advice (which resulted in increased professional fees) relating to the proposed acquisition.

1Our cash decreased $247,374 primarily due to the increase in our expenses as described above. ~~NATURE~~ OFAmounts ~~OPERATIONS~~receivable decreased in 2009 there were outstanding advances in connection with the state leases and new claims to be acquired. In the 2010 fiscal year, outstanding receivables consist of payment of Goods and Services Taxes that are recoverable. Prepaid expenses had a minor increase from prepayment of consulting fees.

~~Organization~~During the year ended April 30, 2010, the Company paid consulting fees and rent to a major shareholder and to two companies controlled by two major shareholders, one of whom is also a director and officer, in the amount of $127,880 (2009 - $67,375). The loan due to a company controlled by a director of $7,698 (2009 - $Nil) is unsecured with an annual interest rate of 8% with no specific terms of repayment. Amounts due to a major shareholder and to two companies controlled by two major shareholder, one of whom is also a director and officer, and included in accounts payable aggregate $23,000 (2009 - $Nil).

~~Snowdon~~Liquidity ~~Resources~~and ~~Corporation~~Capital ~~(“the Company”) was incorporated in the State of Nevada, U.S.A., on March 1, 2006.~~Resources

~~Exploration~~As ~~Stage~~of ~~Activities~~the date of this report, we have not generated any revenues from our business operations. Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares, debt securities, or loans. As of April 30, 2010, our total assets were $23,120, and our total liabilities were $116,217. Cash requirements for the next twelve months, are estimated to be approximately $361,000. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date. The audited financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations.

~~The~~These ~~Company~~circumstances ~~has~~raise ~~been~~substantial doubt about our ability to continue as a going concern, as described in the ~~exploration~~explanatory ~~stage~~paragraph ~~since~~to ~~its~~our independent ~~formation~~auditors’ report on the April 30, 2010 and ~~has~~2009 ~~not~~consolidated financial ~~yet~~statements ~~realized~~which ~~any~~are ~~revenues~~included ~~from~~with ~~its~~this ~~planned~~annual ~~operations~~report. ItThe consolidated isfinancial ~~primarily~~statements ~~engaged~~do innot include any adjustments that might result from the ~~acquisition~~outcome ~~and~~of ~~exploration~~that uncertainty. The continuation of ~~mining~~our ~~claims~~business is dependent upon us raising additional financial support. ~~Upon~~The ~~location~~issuance of additional equity securities by us could result in a ~~commercial~~significant ~~mineable~~dilution ~~reserve,~~in the equity ~~Company~~interests ~~expects~~of toour ~~actively~~current ~~prepare~~stockholders. ~~the~~Obtaining ~~site~~commercial ~~for~~loans, assuming ~~its~~those ~~extraction~~loans ~~and~~would ~~enter~~be aavailable, ~~development~~will ~~stage~~increase our liabilities and future cash commitments.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~20

~~The~~There ~~financial~~are ~~statements~~no ofassurances ~~the~~that ~~Company~~we ~~have~~will ~~been~~be ~~prepared~~able into ~~accordance~~obtain ~~with~~further funds ~~generally~~required ~~accepted~~for ~~accounting~~our ~~principles~~continued inoperations. ~~the~~We ~~United~~are ~~States~~pursuing ofvarious ~~America~~financing alternatives to meet our immediate and long-term financial requirements. ~~Because~~There can abe ~~precise~~no ~~determination~~assurance ofthat ~~many~~additional ~~assets~~financing ~~and~~will ~~liabilities~~be isavailable ~~dependent~~to ~~upon~~us ~~future~~when needed ~~events~~or, ~~the~~if ~~preparation~~available, ofthat ~~financial~~it ~~statements~~can ~~for~~be aobtained ~~period~~on ~~necessarily~~commercially ~~involves~~reasonable terms. If we are not able to obtain the ~~use~~additional offinancing ~~estimates~~on ~~which~~a ~~have~~timely ~~been~~basis, we ~~made~~will ~~using~~be ~~careful~~forced ~~judgment.~~to ~~Actual~~scale ~~results~~down ~~may~~or ~~vary~~perhaps ~~from~~even ~~these~~cease ~~estimates~~the operation of our business.

~~The~~Future ~~financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:~~Financings

~~a) Exploration~~As ~~Stage~~stated ~~Enterprise~~above we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date. We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

~~The~~Off-Balance ~~Company’s~~Sheet financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.Arrangements

FWe have no off-6balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~-33-~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~SNOWDON~~Not ~~RESOURCES CORPORATION~~Applicable.

~~(An~~ITEM ~~Exploration~~8. ~~Stage~~FINANCIAL ~~Company)~~STATEMENTS AND SUPPLEMENTARY DATA.

NOTES TO FINANCIAL STATEMENTS

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

~~April 30, 2009 and 2008~~21

SNOWDON RESOURCES CORPORATION (~~Stated~~An inExploration ~~U.S.~~Stage ~~Dollars~~Company)

~~2. SUMMARY~~FINANCIAL ~~OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~STATEMENTS

bYEARS ENDED APRIL 30, 2010 AND 2009 (Stated in U.S. Dollars) ~~Cash~~

~~Cash~~REPORT ~~consists~~OF ofINDEPENDENT ~~cash~~REGISTERED onPUBLIC ~~deposit~~ACCOUNTING with a high quality, major financial institution, and to date the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. At April 30, 2009 approximately $164,000 of cash held on deposit was in excess of the bank’s government-mandated insurance limits.FIRM

~~c) Mineral~~To ~~Property~~the ~~Costs~~Board of Directors and Stockholders of Snowdon Resources Corporation (An Exploration Stage Company)

~~The~~We ~~Company~~have ~~has~~audited ~~been in~~ the ~~exploration~~accompanying ~~stage~~balance ~~since~~sheets ~~its~~of ~~inception~~Snowdon ~~and~~Resources Corporation ~~has~~(an ~~not~~exploration ~~yet~~stage ~~realized~~company) ~~any~~as ~~revenues~~at ~~from~~April ~~its~~30, ~~planned~~2010 ~~operations.~~and It2009 ~~is primarily engaged in~~ and the ~~acquisition~~related ~~and~~statements ~~exploration~~ of ~~mining~~operations ~~properties.~~and ~~Mineral~~cash ~~property~~flows ~~exploration~~for ~~costs~~each ~~are~~of ~~expensed~~the asyears ~~incurred.~~in the ~~Mineral~~two ~~property~~year ~~acquisition~~period ~~costs~~ended ~~are~~April ~~initially~~30, ~~capitalized~~2010 ~~when~~and ~~incurred~~for ~~using~~ the ~~guidance~~cumulative inperiod ~~EITF 04-02~~from inception, ~~"Whether~~March ~~Mineral~~1, ~~Rights~~2006 ~~Are~~to ~~Tangible~~April Or30, ~~Intangible~~2010 ~~Assets".~~and ~~The~~stockholders’ ~~Company~~(deficiency) equity ~~assesses~~for the ~~carrying~~cumulative ~~costs~~period ~~for~~from ~~impairment under SFAS No. 144~~inception, ~~"Accounting~~March For Impairment Or Disposal Of Long Lived Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves1, ~~the~~2006 ~~costs then incurred~~ to ~~develop~~April ~~such property~~30, ~~are capitalized~~ 2010. ~~Such~~These ~~costs~~financial ~~will~~statements beare ~~amortized using~~ the ~~units-of-production~~responsibility ~~method over the estimated life~~ of the ~~probable~~Company's ~~reserve~~management. Our Ifresponsibility ~~mineral~~is ~~properties~~to ~~are~~express ~~subsequently~~an ~~abandoned~~opinion oron ~~impaired,~~these ~~any~~financial ~~capitalized~~statements ~~costs~~based on ~~will~~our ~~be charged to operations~~audits.

dWe conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~Long-lived~~. ~~Assets~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In ~~accordance~~our ~~with SFAS No. 144~~opinion, ~~"Accounting~~the ~~For~~financial ~~The~~statements ~~Impairment~~referred Orto ~~Disposal~~above ~~Of Long-Lived Assets"~~present fairly, ~~the Company tests long-lived assets or asset groups for recoverability when events or changes~~ in ~~circumstances~~all ~~indicate~~material ~~that~~respects, ~~their~~the ~~carrying~~financial ~~amount~~position ~~may~~of ~~not~~the beCompany ~~recoverable.~~as ~~Circumstances~~at April ~~which could trigger a review include~~30, ~~but~~2010 ~~are~~and ~~not~~2009 ~~limited~~and ~~to: significant decreases in~~ the ~~market~~results ~~price~~ of ~~the~~its ~~asset;~~operations ~~significant~~and ~~adverse~~its ~~changes~~cash inflows for ~~the~~each ~~business climate or legal factors; accumulation~~ of ~~costs~~the ~~significantly~~years in ~~excess of~~ the ~~amount~~two ~~originally~~year ~~expected~~period ~~for~~ended ~~the~~April ~~acquisition~~30, or2010 ~~construction~~and offor the cumulative ~~asset; current~~ period ~~cash~~from ~~flow~~inception, orMarch ~~operating~~1, ~~losses~~2006, ~~combined~~to ~~with~~April a30, ~~history~~2010, ofin ~~losses or a forecast of continuing losses associated~~ conformity with ~~the~~accounting ~~use~~principles ofgenerally ~~the~~accepted ~~asset;~~in ~~and current expectation that~~ the ~~asset~~United ~~will~~States ~~more likely than not be sold or disposed significantly before the end~~ of ~~its estimated useful life~~America.

~~F-7~~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 suffered recurring losses and negative cash flows from operations and has a working capital deficit at April 30, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

-34-

Vancouver, Canada	“Morgan & Company”

August 9, 2010	Chartered Accountants

SNOWDON RESOURCES CORPORATION (An Exploration Stage Company)

BALANCE SHEETS (AnStated ~~Exploration~~in ~~Stage~~U.S. ~~Company~~Dollars)

NOTES TO FINANCIAL STATEMENTS

		APRIL 30
		2010			2009

ASSETS

Current
Cash	$	479		$	247,853
Amounts receivable		10,041			17,316
Prepaid expenses		12,600			5,000

	$	23,120		$	270,169

LIABILITIES

Current
Accounts payable and accrued liabilities	$	88,519		$	-
Promissory note payable (Note 5)		20,000			-
Due to related parties (Note 6)		7,698			-
		116,217			-

STOCKHOLDERS’ (DEFICIENCY) EQUITY

Capital Stock (Note 7)
Authorized: 100,000,000 common shares with a par value of $0.00001 per share 100,000,000 preferred shares with a par value of $0.00001 per share (none issued)
Issued and outstanding: 15,750,000 common shares at April 30, 2010 (2009 – 15,500,000 common shares)		158			155

Additional Paid-in Capital		564,005			549,945
Deficit Accumulated During The Exploration Stage		(657,260	)		(279,931	)
		(93,097	)		270,169

	$	23,120		$	270,169

~~April~~Going ~~30,~~Concern ~~2009~~(Note ~~and~~1) Commitments ~~2008~~And Contractual Obligations (Note 9) Going Concern (Note 1)

~~(Stated~~The inaccompanying ~~U.S.~~notes ~~Dollars)~~are an integral part of these financial statements.

~~2. SUMMARY~~SNOWDON OFRESOURCES ~~SIGNIFICANT~~CORPORATION (An ~~ACCOUNTING~~Exploration ~~POLICIES~~Stage ~~(Continued~~Company)

~~d) Long-lived~~STATEMENTS ~~Assets~~OF OPERATIONS (~~Continued~~Stated in U.S. Dollars)

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

								CUMULATIVE
								PERIOD FROM
								INCEPTION
								MARCH 1
								2006 TO
		YEARS ENDED APRIL 30						APRIL 30
		2010			2009			2010

Revenue	$	-		$	-		$	-

Expenses
Consulting fees (Note 6)		183,322			42,000			225,322
Foreign exchange (gain) loss		(1,352	)		3,005			1,653
Impairment of mineral claim interest		-			-			10,000
Mineral property exploration costs		4,053			77,595			92,429
Mineral property investigation costs		20,260			-			20,260
Office and sundry (Note 6)		64,475			32,696			105,005
Professional fees		41,876			38,390			137,896
Research costs		64,695			-			64,695
		377,329			193,686			657,260

Net Loss For The Period	$	(377,329	)	$	(193,686	)	$	(657,260	)


Basic And Diluted Loss Per Common Share	$	(0.03	)	$	(0.01	)


Weighted Average Number Of Common Shares Outstanding		15,602,740			15,500,000

~~e) Asset~~The ~~Retirement~~accompanying ~~Obligations~~notes are an integral part of these financial statements.

~~The~~SNOWDON ~~Company~~RESOURCES ~~follows~~CORPORATION (An ~~the~~Exploration ~~provisions~~Stage of SFAS No. 143, "Accounting For Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.Company)

~~f) Use~~STATEMENTS ofOF ~~Estimates~~CASH ~~and~~FLOWS (Stated ~~Assumptions~~in U.S. Dollars)

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

								CUMULATIVE
								PERIOD FROM
								INCEPTION
								MARCH 1
								2006 TO
		YEARS ENDED APRIL 30						APRIL 30
		2010			2009			2010

Cash Flows (Used In) Provided By:

Operating Activities
Net loss for the period	$	(377,329	)	$	(193,686	)	$	(657,260	)
Adjustment to reconcile net loss to net cash used by operating activities:
Non-cash services		15,730			-			15,730
Foreign currency translation adjustment		35,962			-			35,962
Net changes in non-cash operating assets and liabilities:
Amounts receivable		7,275			(17,316	)		(10,041	)
Prepaid expenses		(7,600	)		(5,000	)		(12,600	)
Accounts payable and accrued liabilities		86,852			(1,170	)		86,852
		(239,110	)		(217,172	)		(541,357	)
Financing Activities
Issue of share capital		-			-			550,100
Proceeds from issuance of promissory note payable		20,000			-			20,000
Advances from (repayments to) related party		7,698			(66,258	)		7,698
		27,698			(66,258	)		577,798

Effect of exchange rate changes on cash		(35,962	)		-			(35,962	)

(Decrease) Increase In Cash		(247,374	)		(283,430	)		479

Cash, Beginning Of Period		247,853			531,283			-

Cash, End Of Period	$	479		$	247,853		$	479

Non-cash Financing Activities
Shares issued for services	$	14,063		$	-		$	14,063
Supplemental Cash Flow Information
Cash Activities:
Interest paid (received)	$	-		$	(2,000	)	$	(2,000	)
Income taxes paid	$	-		$	-		$	-

~~g) Financial~~The ~~Instruments~~accompany notes are an integral part of these financial statements.

~~The~~SNOWDON ~~carrying~~RESOURCES ~~values~~CORPORATION of (An ~~cash,~~Exploration ~~amounts~~Stage ~~receivable and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. The~~ Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company’s head office operations are in Canada and approximately 70% of its assets at April 30, 2009 are denominated in Canadian dollars, giving rise to exposure to market risks from changes in foreign currency rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. By May 5, 2009, the majority of Canadian dollar denominated assets were converted to US dollars, resulting in a realized foreign exchange loss subsequent to April 30, 2009 of approximately $33,000.)

~~F-8~~STATEMENT OF STOCKHOLDERS’ (DEFICIENCY) EQUITY (Stated in U.S. Dollars)

~~-35-~~PERIOD FROM INCEPTIONMARCH 1, 2006 TO APRIL 30, 2010

SNOWDON RESOURCES CORPORATION

							DEFICIT
	NUMBER						ACCUMULATED
	OF				ADDITIONAL		DURING THE
	COMMON		PAR		PAID-IN		EXPLORATION
	SHARES		VALUE		CAPITAL		STAGE			TOTAL

Beginning balance, March 1, 2006	-	$	-	$	-	$	-		$	-

March 22, 2006 – Shares issued for cash at $0.00001	10,000,000		100		-		-			100

Net loss for the period	-		-		-		(30,300	)		(30,300	)

Balance, April 30, 2006	10,000,000		100		-		(30,300	)		(30,200	)

Net loss for the year	-		-		-		(12,820	)		(12,820	)

Balance, April 30, 2007	10,000,000		100		-		(43,120	)		(43,020	)

April 4, 2008 – Shares issued for cash at $0.10	5,500,000		55		549,945		-			550,000

Net loss for the year	-		-		-		(43,125	)		(43,125	)

Balance, April 30, 2008	15,500,000		155		549,945		(86,245	)		463,855

Net loss for the year	-		-		-		(193,686	)		(193,686	)

Foreign currency translation adjustment	-		-		-		-			(35,962	)

Balance, April 30, 2009	15,500,000		155		549,945		(279,931	)		270,169

Shares issued for non-cash consulting services	250,000		3		14,060		-			14,063

Net loss for the year	-		-		-		(377,329	)		(377,329	)

Balance, April 30, 2010	15,750,000	$	158	$	564,005	$	(657,260	)	$	(93,097	)

~~(An~~The ~~Exploration~~accompany ~~Stage~~notes ~~Company)~~are an integral part of these financial statements.

~~NOTES~~SNOWDON TORESOURCES ~~FINANCIAL~~CORPORATION (An ~~STATEMENTS~~Exploration Stage Company)

~~April~~NOTES ~~30,~~TO ~~2009~~FINANCIAL ~~and 2008~~STATEMENTS

April 30, 2010 and 2009 (Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1.	NATURE OF OPERATIONS AND GOING CONCERN

	Organization

	Snowdon Resources Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 1, 2006.

	Exploration Stage Activities

	The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.

	Going Concern

	The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

	As shown in the accompanying financial statements, the Company has incurred a net loss of $621,298 for the period from inception March 1, 2006 to April 30, 2010, and as at April 30, 2010 had a stockholders’ deficiency of $93,097, and a working capital deficit of $93,097. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. These factors raise substantial doubt about its ability to continue as a going concern. Although there is no assurance that management’s plans will be realized, management has plans to seek additional capital through a private placement or public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

~~h) Environmental~~SNOWDON ~~Costs~~RESOURCES CORPORATION (An Exploration Stage Company)

~~Environmental~~NOTES ~~expenditures~~TO ~~that~~FINANCIAL relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.STATEMENTS

~~i) Income~~April ~~Taxes~~30, 2010 and 2009 (Stated in U.S. Dollars)

The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 establishes the “FASB” Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 recognizes the previously issued GAAP pronouncements into accounting topics and displays them using a consistent structure. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. SFAS 168 is effective for the Company as of the year ended April 30, 2010. As the Codification was not intended to change or alter existing GAAP, it does not have an impact on the Company’s financial statements. The only impact is that references to authoritative accounting literature are in accordance with the Codification. The Company has included in its disclosures the Accounting Standards Codification (“ASC”) cross-reference alongside the references to the accounting standards issued and adopted prior to the adoption of Codification.

	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

	a)	Exploration Stage Enterprise

		The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”), “Accounting and Reporting for Development Stage Enterprises” (codified in ASC Topic 915 entitled “Development Stage Entities”), as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

	b)	Cash

		Cash consists of cash on deposit with a high quality, major financial institution, and to date the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.

~~j) Basic~~SNOWDON ~~and~~RESOURCES ~~Diluted~~CORPORATION (An ~~Net~~Exploration ~~Income~~Stage ~~(Loss~~Company) ~~Per Share~~

~~The~~NOTES ~~Company~~TO ~~reports~~FINANCIAL net income (loss) per share in accordance with SFAS No. 128 "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no options or warrants or other dilutive securities and therefore no dilutive potential shares. As the Company generated net losses in the periods presented, any exercise of options or warrants, if there were any, would be anti-dilutive. For those reasons, basic and diluted loss per share are the same.STATEMENTS

~~F-9~~April 30, 2010 and 2009 (Stated in U.S. Dollars)

-36-

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	c)	Mineral Property Costs

		The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

	d)	Long-lived Assets

		The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

		Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	e)	Asset Retirement Obligations

		An asset retirement obligation (“ARO”) associated with the retirement of a tangible long- lived asset is recognized as a liability in the period in which it is incurred and becomes determinable with an offsetting increase in the carrying amount of the associated asset.

SNOWDON RESOURCES CORPORATION (An Exploration Stage Company)

~~(An~~NOTES ~~Exploration~~TO ~~Stage~~FINANCIAL ~~Company)~~STATEMENTS

~~NOTES~~April TO30, ~~FINANCIAL~~2010 ~~STATEMENTS~~and 2009 (Stated in U.S. Dollars)

April 30, 2009 and 2008

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	f)	Use of Estimates and Assumptions

		The preparation of financial statements in conformity with 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 reporting period. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates.

	g)	Fair Value of Financial Instruments

		ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

		These tiers include:

			Level 1 – defined as observable inputs such as quoted prices in active markets;

			Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

			Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

		Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits.

		The carrying amounts of other financial assets and liabilities, such as amounts receivable, accounts payable, and accrued liabilities, and due to related parties, approximate their fair values because of the short maturity of these instruments.

		The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company’s head office operations are in Canada and approximately 45% of its assets at April 30, 2010 are denominated in Canadian dollars, giving rise to exposure to market risks from changes in foreign currency rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

SNOWDON RESOURCES CORPORATION (~~Stated~~An inExploration ~~U.S.~~Stage ~~Dollars~~Company)

~~2. SUMMARY~~NOTES OFTO ~~SIGNIFICANT~~FINANCIAL ~~ACCOUNTING POLICIES (Continued)~~STATEMENTS

~~k) Foreign~~April ~~Currency~~30, ~~Translation~~2010 and 2009 (Stated in U.S. Dollars)

The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	h)	Environmental Costs

		Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.

	i)	Income Taxes

		The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes” (codified in ASC Topic 740, Income Taxes). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

	j)	Basic and Diluted Net Income (Loss) Per Share

		The Company reports net income (loss) per share in accordance with SFAS No. 128 "Earnings per Share" (codified in ASC Topic 260, Earnings Per Share), which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no options or warrants or other dilutive securities and therefore no dilutive potential shares. As the Company generated net losses in the periods presented, any exercise of options or warrants, if there were any, would be anti-dilutive. For those reasons, basic and diluted loss per share is the same.

~~i) monetary~~SNOWDON ~~items~~RESOURCES atCORPORATION (An ~~the~~Exploration ~~rate~~Stage ~~prevailing at the balance sheet date;~~Company)

~~ii) non-monetary~~NOTES ~~items~~TO atFINANCIAL ~~the historical exchange rate;~~STATEMENTS

~~iii) revenue~~April ~~and~~30, ~~expense~~2010 atand ~~the~~2009 (Stated ~~average rate~~ in ~~effect~~U.S. ~~during the applicable accounting~~Dollars)

period.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	k)	Foreign Currency Translation

		The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:

		i)	monetary items at the rate prevailing at the balance sheet date;
		ii)	non-monetary items at the historical exchange rate;
		iii)	revenue and expense at the average rate in effect during the applicable accounting period.

		Transactional gains and losses on translation are recorded in the statement of operations. Unrealized translation adjustments are included in other comprehensive income (loss). Cumulative changes are included in accumulated other comprehensive income (loss) in stockholders’ (deficiency) equity.

	l)	Concentration of Credit Risk

		The Company does not have any concentration of related financial credit risk.

	m)	Stock-Based Compensation

		The Company follows the fair value recognition provisions of ASC 718, Compensation- Stock Compensation (formerly SFAS 123R, Share-Based Payment). The Company adopted these provisions using the modified-prospective-transition method. Under this method, compensation cost recognized comprises compensation cost for all share-based payments granted, based on the grant-date fair value estimated in accordance with these provisions. In accordance with ASC 718, the compensation expense is amortized on a straight-line basis over the requisite service period which approximates the vesting period. Stock options granted to non-employees were accounted for in accordance with ASC 718 and ASC 505-50 (prior authoritative literature: EITF No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling Goods or Services") and were measured at the fair value of the options as determined by an option pricing model on the measurement date and compensation expense is amortized over the vesting period or, if none exists, over the service period. Compensation expense for unvested options to non-employees is revalued at each balance sheet date and is being amortized over the vesting period of the options.

~~Gains~~SNOWDON ~~and~~RESOURCES ~~losses~~CORPORATION (An onExploration ~~translation~~Stage ~~are recorded in the statement of operations.~~Company)

~~l) Concentration~~NOTES ofTO ~~Credit~~FINANCIAL ~~Risk~~STATEMENTS

~~The~~April ~~Company~~30, ~~does~~2010 ~~not~~and ~~have~~2009 (Stated ~~any~~in ~~concentration of related financial credit risk~~U.S. Dollars)

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

3.	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

	a)	On April 9, 2009, the FASB also approved ASC 825-10 (formerly FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments) to require disclosures about fair value of financial instruments in interim period financial statements of publicly traded companies and in summarized financial information required by APB Opinion No. 28, Interim Financial Reporting. The Company was required to adopt this FSP for its interim and annual reporting periods ending after June 15, 2009. This FSP does not require disclosures for periods presented for comparative purposes at initial adoption. This FSP did not have a material impact on the Company’s financial statements.

	b)	In April 2009, the FASB updated guidance related to fair-value measurements to clarify the guidance related to measuring fair-value in inactive markets, to modify the recognition and measurement of other-than-temporary impairments of debt securities, and to require public companies to disclose the fair values of financial instruments in interim periods. The adoption did not have an impact on its financial position or results of operations.

	c)	In May 2009, the FASB issued ASC 855-10 (formerly SFAS No. 163, Subsequent Events), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009. The adoption did not have an impact on the Company’s financial statements.

	d)	In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 amends the disclosure requirements related to recurring and non-recurring fair value measurements. The guidance requires disclosure of transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy, including the reasons and the timing of the transfers and information on purchases, sales, issuance, and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. This guidance was effective for the Company beginning March 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

InSNOWDON ~~April~~RESOURCES 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” CORPORATION (~~“FSP~~An ~~FAS~~Exploration ~~157-4”). FSP~~Stage FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 2009. The Company ~~does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.~~)

InNOTES ~~December~~TO ~~2008,~~FINANCIAL the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities”. This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective November 1, 2008. The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.STATEMENTS

~~F-10~~April 30, 2010 and 2009 (Stated in U.S. Dollars)

-37-

3.	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)

	e)	In February 2010, the FASB issued ASU 2010-09 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The adoption did not have an impact on the Company’s financial statements.

4.	MINERAL CLAIM INTERESTS

	a)	Gila County, Arizona, USA

		During the year ended April 30, 2006, the Company acquired a 100% interest in five mineral claims located in Gila County, Arizona, USA. The consideration for the acquisition was a cash payment of $10,000, which represented reimbursement of the cost paid by the vendor for the mineral claims. These costs had been considered impaired and were written off.

		The claims were re-staked in February, 2008 and a further seven contiguous claims were added.

		During the year ended April 30, 2010, the Company expended $4,053 (2009 - $77,595) on survey and claim-related expenses.

	b)	Coconino and Mohave Counties, Arizona, USA

		The Company entered into an agreement and mutual release dated June 20, 2009, to acquire rights, title and interest to five State mineral leases and two federal unpatented mineral claims located in the Coconino and Mohave Counties, Arizona, USA, by way of receiving assignment of the vendor’s State mineral exploration permits. Consideration for the acquisition was $20,260 by way of forgiveness of debt owned to it by the vendor and conveyance of a 1% net smelter return royalty to the vendor to a maximum of $400,000. The forgiven debt comprised expenditures by the Company of $20,260 (2009 - $Nil) relating to exploration of these leases and claims on behalf of the vendor. These expenditures have been expensed as mineral property investigation costs by the Company.

SNOWDON RESOURCES CORPORATION (An Exploration Stage Company)

~~(An~~NOTES ~~Exploration~~TO ~~Stage~~FINANCIAL ~~Company)~~STATEMENTS

~~NOTES~~April TO30, ~~FINANCIAL~~2010 ~~STATEMENTS~~and 2009 (Stated in U.S. Dollars)

April 30, 2009 and 2008

4.	MINERAL CLAIM INTERESTS (Continued)

	b)	Coconino and Mohave Counties, Arizona, USA (Continued)

		Subsequently, one of the mineral leases was allowed to expire without renewal.

		By a mineral exploration and option agreement, effective February 11, 2010, Snowdon granted another party the exclusive right to conduct exploration and the option to receive an assignment of any or all of the remaining exploration permits. This party is required to spend in work on the property, or make payments in lieu thereof, the amounts required by the exploration permits. The term of this agreement is for a period of one year.

		In order to keep all claims in good standing, a claim maintenance fee in the amount of $140 per claim must be paid to the Arizona Bureau of Land Management each year on or before September 1^st.

	Although the Company has taken steps to ensure the title to the mineral property in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures may not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects. Formal title to the Coconino and Mohave County leases and claims has not yet been transferred to the Company, as quit claim documentation has not yet been completed and filed with the State of Arizona.

5.	PROMISSORY NOTE PAYABLE

	On February 12, 2010, the Company issued an unsecured promissory note in the amount of $20,000, due on demand and bearing interest of 10% per annum. Interest of $422 was accrued during the year ended April 30, 2010.

6.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

	During the year ended April 30, 2010, the Company carried out a number of transactions with related parties in the normal course of business. These transactions are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties.

SNOWDON RESOURCES CORPORATION (~~Stated~~An inExploration ~~U.S.~~Stage ~~Dollars~~Company)

3.NOTES ~~RECENTLY~~TO ~~ISSUED~~FINANCIAL ~~ACCOUNTING PRONOUNCEMENTS (Continued)~~STATEMENTS

InApril ~~December 2008~~30, ~~the~~2010 FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1). FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and ~~postretirement benefit plan assets consistent with guidance~~2009 ~~contained~~ (Stated in ~~SFAS 157~~U. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assetsS. ~~This~~ ~~FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R~~Dollars)~~-1 will have a material impact on its financial~~ ~~condition or results of operation.~~

~~In October 2008, the FASB issued FSP No~~6. ~~FAS~~RELATED ~~157-3,~~PARTY ~~“Determining~~TRANSACTIONS ~~the~~AND ~~Fair~~AMOUNTS ~~Value~~OWING of(Continued) aThe ~~Financial~~following ~~Asset~~are ~~When~~related ~~the~~party ~~Market~~transactions for ~~That~~the ~~Asset~~years isended ~~Not~~April ~~Active”~~30, ~~(FSP~~2010 ~~FAS~~and ~~157-3”),~~2009 ~~which clarifies application of SFAS 157 in a market~~ that isare not ~~active. FSP~~disclosed ~~FAS~~elsewhere ~~157-3~~in ~~was~~these ~~effective upon issuance, including prior periods for which~~ financial statements ~~have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.~~:

In• ~~June~~The ~~2008,~~Company ~~the~~paid ~~FASB~~consulting ~~Staff~~fees ~~Position~~of ~~EITF 03-6-1~~$93,000 ~~“Determining~~and ~~Whether~~rent ~~Instruments~~of ~~Granted~~$34,880 into ~~Share-Based~~a ~~Payment~~major ~~Transactions~~shareholder ~~Are~~and ~~Participating~~to ~~Securities”,~~two ~~(“FSP~~companies ~~EITF~~controlled ~~03-6-1”). FSP~~by ~~EITF~~two ~~03-601~~major ~~addresses~~shareholders, ~~whether~~one ~~instruments~~of ~~granted~~whom inis ~~share-based~~also ~~payment~~a ~~transactions~~director ~~are~~and ~~participating securities prior to vesting~~officer, ~~and therefore need to be included~~ in the ~~computation~~aggregate amount of ~~earnings~~$127,880 ~~per~~(2009 ~~share~~- ~~under~~$67,375); ~~the~~• ~~two-class~~The ~~method~~loan asdue ~~described~~to ina ~~FASB~~company ~~Statement~~controlled ofby ~~Financial~~a ~~Accounting~~director ~~Standards~~of ~~No.128~~$7,698 ~~“Earnings~~(2009 ~~per~~- ~~Share”. FSP~~$Nil) ~~EITF~~are ~~03-6-1~~unsecured iswith ~~effective~~an ~~for~~annual ~~financial~~interest ~~statements~~rate ~~issued~~of ~~for~~8% ~~fiscal~~with ~~years~~no ~~beginning~~specific onterms orof ~~after~~repayment; ~~December~~• ~~15,~~Accounts ~~2008~~payable and ~~earlier~~accrued ~~adoption~~liabilities isincludes ~~prohibited. The~~amounts ~~Company~~due isto ~~not~~a ~~required~~major toshareholder ~~adopt~~and ~~FSP~~to ~~EITF~~two ~~03-6-1;~~companies ~~neither~~controlled ~~does~~by ittwo ~~believe~~major ~~that~~shareholder, ~~FSP~~one ~~EITF~~of ~~03-6-1~~whom ~~would~~is ~~have~~also a ~~material~~ ~~effect~~director onand ~~its~~officer, ~~financial~~of ~~position~~$23,000 ~~and~~(2009 ~~results~~- of$Nil) ~~operations~~that ifwere ~~adopted~~unsecured and non-interest bearing.

F-11

7.	CAPITAL STOCK

	a)	Common Stock

~~-38-~~On March 22, 2006, the Company issued 10,000,000 common shares at $0.00001 per share to two founding shareholders.

~~SNOWDON~~On ~~RESOURCES~~March ~~CORPORATION~~10, 2008 the Company completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share, for total proceeds of $550,000. The shares were issued on April 4, 2008.

~~(An~~On ~~Exploration~~December ~~Stage~~1, 2009 the Company) issued 250,000 common shares with an estimated fair value of $33,750 in connection with a media relations services agreement. Of that total, $14,063 was expensed during the year and the balance will be recorded over the term of the 36 month term of the agreement.

~~NOTES~~On TOApril ~~FINANCIAL~~1, ~~STATEMENTS~~2010 the Company is committed to issue stock equal to 300,000 common shares (issued May 3, 2010) with an estimated fair value of $60,000 in connection with an agreement for office space and corporate support services for three years. Of that total, $1,667 was expensed during the year.

~~April~~b) 30Stock Options The Company has a stock option plan that provides for the issuance of options to its directors, ~~2009~~officers, employees, attorneys, outside consultants and ~~2008~~advisors. The maximum number of shares of the Company available for grants of stock options under the plan was 10,000,000 common shares. No stock options have been granted under the plan to date.

SNOWDON RESOURCES CORPORATION (~~Stated~~An inExploration ~~U.S.~~Stage ~~Dollars~~Company)

3.NOTES ~~RECENTLY~~TO ~~ISSUED~~FINANCIAL ~~ACCOUNTING PRONOUNCEMENTS (Continued)~~STATEMENTS

InApril ~~December 2007~~30, ~~the~~2010 ~~SEC~~and ~~issued Staff Accounting Bulletin~~ 2009 (~~SAB)~~Stated ~~No. 110 regarding the use of a “simplified” method, as discussed~~ in ~~SAB No~~U. ~~107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No~~S. ~~123 (R~~Dollars)~~, Share-Based Payment. In particular,~~ the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g. employee exercise patterns by industry and/ or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under available circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2010. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

4. RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

8.	INCOME TAXES

	a)	A reconciliation of income tax expense to the amount computed at the statutory rate is as follows:

During the year ended April 30, 2009, the Company carried out a number of transactions with related parties in the normal course of business and are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties. The exchange amount was negotiated, established and agreed to by the related parties as if they were dealing at arm’s length.

		2010			2009
Net loss for the year	$	(377,329	)	$	(193,686	)
Statutory tax rate		34%			34%
Computed expected income taxes (benefit)		(128,292	)		(65,850	)
Increase in valuation allowance		128,292			65,850
Income tax provision	$	-		$	-

~~The~~b) ~~following~~Significant ~~are~~components ~~related~~of ~~party~~deferred ~~transactions~~income ~~for~~tax ~~the~~assets ~~years ended April 30, 2009 and 2008 that~~ are ~~not~~as ~~disclosed elsewhere in these financial statements~~follows:

· The Company paid consulting fees and rent to related parties in the amount of $67,375 (2008 - $Nil);

		2010			2009
Operating losses carried forward	$	224,328		$	96,036
Less: Valuation allowance		(224,328	)		(96,036	)
Net deferred tax assets recognized	$	-		$	-

· The ~~amounts~~Company ~~due~~has toavailable ~~related~~losses ~~parties~~for income tax purposes of approximately $~~Nil~~647,000 ~~(2008~~which, -if unutilized will expire through to 2030. Subject to certain restrictions, the Company has mineral property expenditures of $6624,~~258)~~313 ~~are~~available ~~unsecured~~to ~~and~~reduce ~~interest~~future ~~free~~taxable ~~with~~income. noFuture ~~specific~~tax benefits, ~~terms~~which may arise as a result of ~~repayment~~these losses, have not been recognized in these financial statements and have been offset by a valuation allowance.

~~F-12~~9. COMMITMENTS AND CONTRACTUAL OBLIGATIONS

~~-39-~~On September 30, 2008, the Company entered into an agreement with a privately held company owned by a director of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month, increased to $6,000 per month effective October 1, 2009, plus applicable taxes.

~~SNOWDON~~On ~~RESOURCES~~September ~~CORPORATION~~30, 2008, the Company entered into an agreement with a significant shareholder of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes.

SNOWDON RESOURCES CORPORATION (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, ~~2009~~2010 and ~~2008~~2009 (Stated in U.S. Dollars)

(Stated in U.S. Dollars)

9.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Continued)

	On April 1, 2010, the Company executed an agreement for office space and administrative support services with a privately held company controlled by a significant shareholder, effective April 1, 2010 for a term of three years at a rate of CDN$7,500 per month plus applicable taxes, and 300,000 shares of common stock of the Company (issued May 3, 2010).

	On November 24, 2009, the Company entered into an agreement with a company for public relations services, effective December 1, 2009 for a term of one year for a cash fee of $4,500 per month and 250,000 shares of common stock of the Company (issued).

	The Company has no other significant commitments or contractual obligations with any parties respecting executive compensation or other matters.

5ITEM 9. ~~MINERAL~~ ~~CLAIM~~CHANGES ~~INTERESTS~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~During the year ended April 30, 2006, the Company acquired a 100% interest in five mineral claims located in Gila County, Arizona, USA~~None. ~~The consideration for the acquisition was a cash payment of $10,000, which represented reimbursement of the cost paid by the vendor for the mineral claims.~~

~~The~~PART claims were re-staked in February, 2008 and a further seven contiguous claims were added. In order to keep the claims in good standing, a claim maintenance fee in the amount of $140 per claim must be paid to the Bureau of Land Management each year on or before September 1st.III

~~During~~ITEM ~~the year ended April 30, 2009, the Company expended $77,595~~ 9A(~~2008 - $10,781~~T). onCONTROLS ~~exploration~~AND ~~and development of these claims~~PROCEDURES.

6.(a) ~~CAPITAL~~Evaluation ~~STOCK~~of disclosure controls and procedures and remediation

OnAs ~~March~~required ~~22,~~by ~~2006,~~Rule 13(a)-15 under the ~~Company~~Exchange ~~issued~~Act, in connection with this annual report on Form 10-K,~~000,000~~ ~~common~~under ~~shares~~the atdirection ~~$0.00001~~of ~~per~~our Chief ~~share~~Executive toOfficer ~~two~~and ~~founding~~Chief ~~shareholders. On~~Financial ~~March 10~~Officer, ~~2008~~we ~~the~~have ~~Company~~evaluated ~~completed~~our disclosure ancontrols ~~initial~~and ~~public~~procedures ~~offering,~~as ~~selling~~of 5April 30,~~500~~ 2010,~~000~~ ~~common~~including ~~shares~~the atremedial actions adiscussed ~~price~~below, ofand ~~$0.10~~we ~~per~~have ~~share~~concluded that, ~~for~~as ~~total~~of ~~proceeds~~April of30, ~~$550~~2010,~~000.~~ ~~The~~our disclosure ~~shares~~controls and procedures were ~~issued~~ineffective onas ~~April~~discussed 4,in ~~2008.The~~greater ~~Company~~detail ~~has~~below. noAs ~~stock~~of ~~options~~the ordate ~~stock~~of ~~option~~this ~~plan~~filing, ~~share~~we ~~purchase~~are ~~warrants~~still orin ~~other~~the ~~dilutive~~process ~~securities~~of remediating such material weaknesses in our internal controls and procedures.

7It should be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud. ~~COMMITMENTS~~A ~~AND~~control ~~CONTRACTUAL~~system, ~~OBLIGATIONS~~no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our 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 simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

On(b) ~~September~~Management’s ~~30,~~annual ~~2008,~~report ~~the~~on ~~Company~~internal ~~entered~~control ~~into~~over anfinancial ~~agreement with a privately held company owned by a director of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes.~~reporting

OnManagement ~~September~~is ~~30,~~responsible ~~2008,~~for ~~the~~establishing ~~Company~~and ~~entered~~maintaining internal ~~into~~control anover ~~agreement~~financial ~~with~~reporting, aas ~~significant~~such ~~shareholder~~term ofis ~~the~~defined ~~Company~~in ~~for~~Exchange Act ~~consulting~~Rule ~~services~~13a-15(f). ~~commencing~~Our ~~October~~management evaluated, ~~2008~~under ~~for~~the ~~three~~supervision ~~years~~and atwith the participation ~~rate~~ of $3our Chief Executive Officer,~~000~~ ~~per~~the ~~month~~effectiveness ~~plus~~of ~~applicable~~our ~~taxes~~internal control over financial reporting as of April 30, 2010.

OnBased ~~September~~on ~~30,~~its ~~2008~~evaluation under the framework in Internal Control—Integrated Framework, issued by the ~~Company~~Committee ~~executed~~of anSponsoring Organizations ~~agreement~~of ~~for~~the ~~office~~Treadway ~~space~~Commission, ~~and~~our ~~administrative~~management ~~support~~concluded ~~services~~that ~~with~~our internal acontrol ~~privately~~over ~~held~~financial ~~company~~reporting ~~controlled~~was bynot aeffective ~~significant~~as ~~shareholder~~of April 30, 2010, ~~effective~~due ~~July~~to the existence of significant deficiencies constituting material weaknesses, ~~2008~~as ~~for~~described ~~three~~in ~~years~~greater atdetail below. A material weakness is a control ~~rate~~deficiency, or combination of $2control deficiencies,~~500~~ ~~per~~such ~~month~~that ~~plus~~there ~~applicable~~is ~~taxes~~a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

~~The~~This ~~Company~~annual ~~has~~report nodoes ~~other~~not ~~significant~~include ~~commitments~~an orattestation ~~contractual~~report ~~obligations~~of our ~~with~~company’s ~~any~~independent ~~parties~~registered ~~respecting~~public ~~executive~~accounting ~~compensation~~firm orregarding ~~other~~internal control ~~matters~~over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual report.

~~F-13~~Limitations on Effectiveness of Controls

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-~~40-~~making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

~~SNOWDON RESOURCES CORPORATION~~22

~~(An~~future ~~Exploration~~conditions; ~~Stage~~over ~~Company)~~time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~NOTES~~Material TOWeaknesses ~~FINANCIAL STATEMENTS~~Identified

In connection with the preparation of our consolidated financial statements for the year ended April 30, ~~2009~~2010, ~~and~~certain ~~2008~~significant deficiencies in internal control became evident to management that represent material weaknesses, including:

(~~Stated~~i) Lack of a sufficient number of independent directors for our board and audit committee. We currently have no independent director on our board, which is comprised of one director. As a publicly-traded company, we strive to have a majority of our board of directors be independent; (ii) Insufficient segregation of duties in Uour finance and accounting functions due to limited personnel.S During the year ended April 30, 2010, we had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. ~~Dollars~~This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected; (iii) There is a lack of sufficient supervision and review by our corporate management; (iv) Insufficient corporate governance policies. Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management; and (v) Our company’s accounting personnel does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. Management corrected any errors prior to the release of our company’s April 30, 2010 financial statements.

8.Plan ~~INCOME~~for ~~TAXES~~Remediation of Material Weaknesses

a)We Aintend ~~reconciliation~~to oftake ~~income~~appropriate ~~tax~~and ~~expense~~reasonable steps to make the necessary ~~amount~~improvements ~~computed~~to atremediate these deficiencies. We intend to consider the ~~statutory~~results ~~rate~~of isour remediation efforts and related testing as ~~follows:~~part of our year-end 2011 assessment of the effectiveness of our internal control over financial reporting.

	2009		2008
Net loss for the year	$	(193,686)	$	(43,125)
Statutory tax rate		34%		35%
Computed expected (benefit) income taxes		(65,850)		(15,094)
Increase in valuation allowance		65,850		15,094
	$	-	$	-

Subject to receipt of additional financing, we intend to undertake the below remediation measures to address the material weaknesses described in this annual report. Such remediation activities include the following:

b) Significant components of deferred income tax assets are as follows:

	(1)	We continue to recruit two or more additional independent board members to join our board of directors and will consider the adoption of an audit committee at such time as additional board members are retained;

	(2)	We intend to retain a qualified CFO to assist in the preparation of our public filings and assist on accounting matters; and

	(3)	We intend to continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

	2009		2008
Operating losses carried forward	$	96,036	$	30,186
Valuation allowance		(96,036)		(30,186)
	$	-	$	-

(c)

Changes in Internal Controls over Financial Reporting

~~The~~There ~~Company~~were ~~has~~no ~~available~~changes ~~losses~~in ~~for~~our ~~income~~internal ~~tax~~control ~~purposes~~over offinancial reporting ~~approximately~~during ~~$269,930~~the ~~which,~~quarter ifended ~~unutilized~~April ~~will expire through to 2029. Subject to certain restrictions~~30, ~~the~~2010 ~~Company~~that ~~has~~have ~~mineral~~materially ~~property~~affected or ~~expenditures~~are ofreasonably ~~$10,000~~likely ~~available~~ to ~~reduce~~materially ~~future taxable income. Future tax benefits~~affect, ~~which~~our ~~may~~internal ~~arise~~control ~~as a result of these losses, have not been recognized in these~~ over financial ~~statements and have been offset by a valuation allowance~~reporting.

~~F-14~~23

~~-41-~~ITEM 9B. OTHER INFORMATION

~~SNOWDON RESOURCES CORPORATION~~None.

~~(An~~ITEM ~~Exploration~~10. ~~Stage~~DIRECTORS ~~Company)~~AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~NOTES~~Our TOdirector ~~FINANCIAL~~serves ~~STATEMENTS~~until his successor is elected and qualified. Our officer is elected by the board of directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

~~April~~The 30name, ~~2009~~address, age and ~~2008~~position of our present officers and directors are set forth below:

(Stated in U.S. Dollars)

Name and Address	Age	Position(s)

Robert Baker	56	president, principal executive officer, treasurer,
885 Pyrford Road		secretary and a member of the board of directors
West Vancouver, British Columbia
Canada V7S 2A2

9.Background ~~SUBSEQUENT~~of ~~EVENT~~Officers and Directors

On ~~July~~December 203, ~~2009~~2008, ~~the~~Robert ~~Company~~M. ~~entered~~Baker ~~into~~was anappointed ~~agreement whereby it will acquire the rights, title~~ president and ~~interest~~treasurer. ~~to five Arizona State leases and two claims~~Mr. ~~Under~~Baker ~~the~~replaced ~~terms~~Elden ofSchorn ~~the~~who ~~agreement,~~resigned ~~the~~at ~~consideration~~that totime ~~be provided by the Company includes cancellation of debt owed to it totaling $20,260 (of which $14,960 was included in~~from ~~amounts~~those ~~receivable at April 30~~positions, ~~2009)~~as ~~and~~well aas 1%his ~~net~~position ~~smelter~~as ~~return royalty to~~ a ~~maximum~~director of ~~$400,000. Ownership of~~ the ~~leases and claims has not yet been transferred to the Company~~company. The Company will be required to expend approximately $70,000 over the next 12 months in state-mandated exploration minimums, rental and annual renewal fees in order to maintain rights to those properties.

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

~~-42-~~Involvement in Certain Legal Proceedings

~~ITEM~~Our 9.sole ~~CHANGES~~director, INexecutive ~~AND~~officer ~~DISAGREEMENTS~~and ~~WITH~~control ~~ACCOUNTANTS~~person ONhas ~~ACCOUNTING~~not been ~~AND~~involved ~~FINANCIAL~~in ~~DISCLOSURE.~~any of the following events during the past ten years:

~~There~~1. ~~have~~any ~~been~~bankruptcy nopetition ~~disagreements~~filed onby ~~accounting~~or ~~and~~against ~~financial~~any ~~disclosures~~business ~~from~~of which such person was a general partner or executive officer either at the ~~inception~~time of the ~~Company~~bankruptcy ~~through~~or ~~the~~within ~~date~~two ofyears ~~this~~prior ~~Form~~to ~~10-K~~that time; 2. ~~Our~~any ~~financial~~conviction ~~statements~~in ~~for~~a ~~the~~criminal ~~period~~proceeding ~~from~~or ~~inception~~being onsubject ~~March~~to 1,a ~~2006~~pending tocriminal ~~April~~proceeding ~~30,~~(excluding ~~2009,~~traffic ~~included~~violations inand ~~this~~other ~~report~~minor ~~have~~offenses); ~~been~~3. ~~audited~~being bysubject ~~Morgan~~to &any ~~Company~~order, ~~Chartered~~judgment, ~~Accountants~~or decree, ~~700~~not ~~West~~subsequently ~~Georgia Street~~reversed, ~~Suite~~suspended ~~1488,~~or ~~Vancouver~~vacated, ~~British~~of ~~Columbia~~any court of competent jurisdiction, ~~Canada~~permanently ~~V7Y~~or ~~1A1~~temporarily enjoining, asbarring, ~~set~~suspending ~~forth~~or otherwise limiting his involvement in ~~this~~any ~~annual~~type ~~report.~~of business, securities or banking activities;

~~PART III~~24

~~ITEM~~4. 9Abeing found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. ~~CONTROLS~~being ~~AND~~the ~~PROCEDURES~~subject of, or party to, any federal or state judicial or administrative order, judgment, decree, or finding not subsequently reversed, suspended or vacated relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a) (26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Under~~Audit ~~the~~Committee ~~supervision~~ and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.Charter

~~Management’s~~Audit ~~Report~~committee onfunctions ~~Internal~~are ~~Control~~performed ~~over~~by ~~Financial~~our ~~Reporting~~board of directors, which consists of one non-independent director. Audit committee responsibilities that the board currently fulfills are: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by future employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditors and any outside advisors engagement by the audit committee. Specifically with respect to audit committee responsibilities, our board met once last year.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.25

~~Management~~Code ~~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. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of April 30, 2009. There were no changes in our internal control over financial reporting during the quarter ended April 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Ethics

~~This~~We ~~annual~~have ~~report~~adopted ~~does~~a ~~not~~corporate ~~include~~code anof ~~attestation~~ethics. ~~report~~We ofbelieve our ~~registered~~code of ~~public~~ethics ~~accounting~~is ~~firm~~reasonably ~~regarding~~designed ~~internal~~to ~~control~~deter ~~over~~wrongdoing ~~financial~~and ~~reporting.~~promote ~~Management’s~~honest ~~report~~and ethical ~~was~~conduct; ~~not~~provide ~~subject~~full, tofair, ~~attestation~~accurate, bytimely ~~our~~and ~~registered~~understandable disclosure in public ~~accounting~~reports; ~~firm~~comply ~~pursuant~~with toapplicable ~~temporary~~laws; ~~rules~~ensure prompt internal reporting of ~~the~~code ~~Securities~~violations; and ~~Exchange~~provide ~~Commission~~accountability ~~that~~for ~~permit us~~ adherence to ~~provide only~~the ~~management’s report in this annual report~~code.

~~ITEM~~Section ~~9B.~~16(a) ~~OTHER~~of ~~INFORMATION~~the Securities Exchange Act of 1934

~~None~~Our sole executive officer and director and owners of 10% or more of our outstanding shares of common stock have filed all reports required by section 16(a) of the Securities Exchange Act of 1934.

~~-43-~~ITEM 11. EXECUTIVE COMPENSATION.

~~ITEM~~The 10following table sets forth information with respect to compensation paid by us to our officers during the last three completed fiscal years. ~~DIRECTORS~~ ~~AND~~Our ~~EXECUTIVE~~fiscal ~~OFFICERS~~year ~~AND~~end ~~CORPORATE~~is ~~GOVERNANCE~~April 30.

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

*Summary Compensation Table*
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)



							Nonqual-
						Non-Equity	ified
						Incentive	Deferred	All
						Plan	Compen-	Other
				Stock	Option	Compen-	sation	Compen-
Name and Principal		Salary	Bonus	Awards	Awards	Sation	Earnings	sation	Totals
Position [1]	Year	($)	($)	($)	($)	($)	($)	($)	($)
Robert M. Baker	2010	nil	nil	nil	nil	nil	nil	57,000⁽¹⁾	57,000⁽¹⁾
President, Treasurer &	2009	nil	nil	nil	nil	nil	nil	36,000⁽¹⁾	36,000⁽¹⁾
Secretary	2008	nil	nil	nil	nil	nil	nil	nil	nil

~~The~~(1) ~~name~~On September 30, ~~address~~2008, ~~age~~the Company entered into an agreement with a privately held company owned and ~~position~~controlled by Robert Baker for the provision of ~~our~~certain ~~present~~consulting ~~officers~~services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes. The agreement was subsequently amended in October, 2009, pursuant to which the rate was increased to $6,000 per month. Robert Baker is also a shareholder and ~~directors~~director ~~are~~of ~~set~~Sweetwater ~~forth~~Capital ~~below:~~Corp., a private company that provides office support services to the Company at a rate of $7,500 per month.

Name and Address	Age	Position(s)
Robert Baker	55	president, principal executive officer, treasurer,
885 Pyrford Road		principal accounting officer, and principal financial
West Vancouver, British Columbia		officer, secretary and a member of the board of
Canada V7S 2A2		directors
Terence Schorn	74	vice president of exploration and a member of
5353 Aspen Drive		the board of directors
West Vancouver, British Columbia
Canada V7W 3E4
David Hackman	66	member of the board of directors
2420 North Huachuca Drive
Tucson, Arizona 85745

Outstanding Equity Awards at Fiscal Year-End

The ~~persons~~following ~~named~~table ~~above~~sets ~~have~~forth ~~held~~for ~~their~~each ~~offices/positions~~executive ~~since~~officer ~~inception of our company~~ and director ~~are~~certain ~~expected~~information toconcerning ~~hold their offices/positions until~~ the ~~next~~outstanding ~~annual~~equity ~~meeting~~awards as of April ~~our~~30, ~~stockholders.~~2010:

~~Background of Officers and Directors~~26

OnName ~~December~~Options 3,Awards ~~2008,~~Stock ~~Robert~~Awards M.Number Baker was appointed president, principal accounting officer, principal executive officer, principal financial officer and treasurer. Mr. Baker replaced Elden Schorn who resigned at that time from those positions, as well as his position as a director of ~~the~~Securities ~~company.~~Underlying ~~Mr.~~UnexercisedOptions ~~Schorn~~(#) ~~did~~Exercisable ~~not~~Number ~~have any dispute with us regarding our operations, policies or practices. Since March 1, 2006, Mr. Baker has been our secretary and a member~~ of ~~the~~Securities ~~board~~Underlying ofUnexercised ~~directors.~~Options ~~From~~(#) ~~June~~Unexercisable ~~2003~~Equity toIncentive ~~January~~Plan 5,Awards: ~~2006,~~Number ~~Mr. Baker was appointed president, principal executive officer, treasurer, principal financial officer and a member~~ of ~~the~~Securities ~~board~~Underlying ofUnexercised ~~directors~~Unearned ofOptions ~~Global Green Solutions Inc.~~ (~~formerly~~#) ~~High~~Option ~~Grade~~Exercise ~~Mining~~Price ~~Inc.~~($)~~. On~~ ~~January~~Option 5,ExpirationDate ~~2006,~~Number ~~Mr. Baker resigned as president, principal executive officer, treasurer, principal financial officer, and principal accounting officer. His resignation was not as a result~~ of ~~any~~Shares ~~disagreement~~or ~~with~~Units ~~Global Green Solutions and he continues to hold the positions~~ of ~~secretary~~Stock ~~and~~That aHave ~~member~~Not ofVested ~~the~~(#) ~~board~~Market ofValue ~~directors. From May 27, 2005 to July 31, 2007, Mr. Baker was secretary and a member~~ of ~~the~~Shares ~~board~~or ofUnits ~~directors~~ of ~~Marathon~~Stock ~~Gold~~That ~~Corp.,~~Have aNot ~~Nevada~~Vested ~~corporation~~($) ~~engaged~~Equity inIncentive ~~the~~Plan ~~business~~Awards: ofNumber ~~mining exploration. Since December 9, 2004, he has been the secretary and a member~~ of ~~the~~Unearned ~~board of directors and since July 31~~Shares, ~~2007, he~~Units ~~has~~or ~~been~~Other ~~the~~Rights ~~president,~~That ~~principal~~Have ~~executive~~Not ~~officer,~~Vested ~~treasurer,~~(#) ~~principal~~Equity ~~financial~~Incentive ~~officer~~Plan ~~and~~Awards: ~~principal~~Market ~~accounting~~or ~~officer~~Payout ofValue ~~International Gold Corp., a Nevada corporation engaged in the business~~ of ~~mining~~Unearned ~~exploration. From January 2004 to May 2007~~Shares, ~~Mr.~~Units ~~Baker~~or ~~was~~Other aRights ~~member~~That ofHave ~~the~~Not ~~board~~Vested of($) ~~directors of Sterling Gold Corporation,~~ (a) ~~Nevada~~(b) ~~corporation,~~(c) ~~engaged~~(d) in(e) ~~the~~(f) ~~business~~(g) of(h) ~~mining~~(i) ~~exploration.~~(j) OnRobert ~~May 15, 2007, Mr~~M. Baker ~~resigned as a director. His resignation was not as a result of any disagreement with Sterling Gold Corp. From January 2004 to March 2006~~President, ~~Mr.~~Treasurer ~~Baker~~& ~~was~~Secretary ~~the~~Nil ~~president,~~Nil ~~principal~~Nil ~~executive~~Nil ~~officer,~~Nil ~~treasurer~~Nil ~~and~~Nil ~~principal~~Nil financial officer of Sterling Gold Corporation. From September 2004 to June 2006, Mr. Baker was a director and secretary of Tapestry Ventures Ltd. located in Vancouver, British Columbia. Tapestry Ventures is engaged in the business of mining exploration. Tapestry Ventures does not fileNil

~~-44-~~Director Compensation

~~reports~~Our ~~with~~sole ~~the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol TPV.H. Since October 2004, Mr. Baker has been a~~ director ~~and secretary of Tapango Resources Ltd. located in Vancouver, British Columbia. Tapango Resources~~ is ~~engaged~~also inour ~~the~~sole business of mining exploration. Tapango Resources does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol TPA.H. From November 2004 to December 2005, Mr. Baker was a director of Cierra Pacific Ventures Ltd. located in Vancouver, British Columbia. Cierra Pacific is engaged in the business of mining exploration. Cierra Pacific does not file reports with the United States Securities and Exchange Commission, but is listed for trading on the TSX Venture Exchange under the symbol CIZ.H. From June 2002 to October 2003, Mr. Baker was the president, principal executive officer, ~~treasurer, principal financial officer~~ and information aregarding ~~member~~his ofcompensation ~~the~~is ~~board~~discussed ~~of directors of TexEn Oil & Gas, Inc~~above. From November 1, 1998 to June 4, 2002, Mr. Baker was a registered representative with Canaccord Capital Corporation, a Canadian broker/dealer registered with the United States Securities and Exchange Commission.

~~Since~~Employment March 1, 2006, Terence Schorn has been our vice president of exploration and a member of our board of directors. Mr. Schorn is a graduate of the Haileybury School of Mines, holds a diploma in Gemology and has over forty-five years experience in the mineral industry. Mr. Schorn is also a Professional Geoscientist, registered with the Association of Professional Engineers and Geoscientists of British Columbia as well as an Accredited Gemologist. From January 2001 to March 2009, Mr. Schorn was president and a director of War Eagle Mining Company Inc., an exploration stage mining company conducting exploration activity in Mexico whose shares are presently listed for trading on the TSX Venture Exchange (the “TSXV”) in Canada. In March 2009, Mr. Schorn resigned as president but continues as a director of and consultant to War Eagle Mining Company, Inc. Mr. Schorn is also a director of Yankee Hat Minerals and Shoreham Resources Ltd., both of which trade on the TSXV.Agreements

~~Since~~We ~~March~~have 1,no ~~2006,~~employment ~~David~~agreements ~~Hackman~~with ~~has~~any ~~been a member~~ of our ~~board~~officers of or directors. ~~From~~We ~~July~~have ~~2000~~entered tointo ~~April~~the ~~2006,~~following Mr. Hackman was Vice President and Director of War Eagle Mining Company, Inc., an exploration stage mining company conducting exploration activity in Mexico. He continued as a director of that company until March 2009. From January 1996 to June 2000 Mr. Hackman was Vice President of Exploration, President and Director, Silver Eagle Resources Ltd., an exploration stage mining company. From February 1990 to December 1995, Mr. Hackman was President, Liximin Inc. Tucson-based mineral exploration and mine development company specializing in mineral deposits amenable to hydrometallurgical processing. From June 1976 of January 1990, Mr. Hackman was Principal, SAGE Associates, Inc. Tucson-based minerals engineering and exploration consulting ~~business that~~agreements provided regional geological exploration, detailed geologic mapping, air photo interpretation, preliminary mine evaluation, geochemical and geophysical surveys and exploration drilling. From December 1971 to June 1974, Mr. Hackman was a geologist for ALCOA. He directed the exploration of a copper deposit at San Antonio de la Huerta, Sonora, Mexico. Program included surface and underground mapping, diamond drilling, and interpretation of the geology in conjunction with ~~geophysical data. He developed feasibility~~our ~~studies~~directors/officers and financial analyses to determine the appropriate mining method. Mr. Hackman holds a Bachelor of Science degree in geophysical engineering from Colorado School of Mines (1964); a Master of Science degree in geophysical engineering from the University of Arizona (1971); and, Doctor of Philosophy degree in geological engineering from the University of Arizona (1982).affiliates:

~~-45-~~We entered into a consulting agreement with Woodburn Holdings Ltd. dated October 1, 2008 as amended, a private company beneficially owned by our sole director and officer, pursuant to which we pay a monthly fee of $6,000 in consideration of certain financing, strategic planning and business development services provided to the Company. We entered into a consulting agreement dated effective October 1, 2008 with Timothy B. Brock, a significant shareholder of the Company, pursuant to which Mr. Brock agreed to provide certain management consulting services to the Company in consideration of a fee of $3,000 per month.

~~Involvement~~Long-Term inIncentive ~~Certain~~Plan ~~Legal Proceedings~~Awards

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

~~Audit~~ ~~Committee~~Pension, ~~and~~Retirement ~~Charter~~or Similar Benefit Plans

WeThere doare ~~not~~no ~~have~~arrangements aor ~~separately~~plans ~~designated,~~in ~~independent~~which ~~audit~~we ~~committee. Audit~~provide ~~committee functions are performed by our board of directors~~pension, retirement ~~only~~or ~~one~~similar ofbenefits ~~whom~~for ~~is currently deemed independent. Two of our~~ directors ~~also~~or ~~hold~~executive ~~positions as our~~ officers. ~~Audit~~We ~~committee~~have ~~responsibilities~~no material ~~that~~bonus ~~the~~or ~~board~~profit ~~currently~~sharing ~~fulfills~~plans ~~are:~~pursuant ~~(1)~~to ~~selection and~~which ~~oversight~~cash ofor ~~our~~non-cash compensation ~~independent~~is ~~accountant;~~or ~~(2)~~may ~~establishing~~be ~~procedures~~paid ~~for~~to ~~the~~our ~~receipt,~~directors ~~retention~~or ~~and~~executive ~~treatment of complaints regarding accounting~~officers, ~~internal~~except that ~~controls~~stock ~~and~~options ~~auditing~~may ~~matters;~~be ~~(3)~~granted ~~establishing~~at ~~procedures for~~ the ~~confidential,~~discretion ~~anonymous submission by future employees~~ of ~~concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for~~ the ~~outside auditors and any outside advisors engagement by the audit committee. Specifically with respect to audit committee responsibilities, our~~ board ~~met~~of ~~once last year. All~~ directors ~~participated~~or a incommittee ~~the meeting~~thereof.

~~Audit Committee Financial Expert~~Indemnification

~~None~~Under of our ~~directors~~Articles orof ~~officers~~Incorporation ~~have~~and Bylaws of the corporation, ~~qualifications~~we may indemnify an officer or ~~experience~~director ~~necessary~~who is made a party to beany proceeding, ~~considered~~including ana ~~audit~~law ~~committee~~suit, ~~financial~~because ~~expert~~of ashis ~~defined~~position, if he acted in ~~SEC~~good faith ~~rules~~and ~~implementing~~in ~~SOX~~a ~~Section~~manner ~~407~~he reasonably believed to be in our best interest. We ~~will~~may advance ~~attempt~~expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to ~~locate~~which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a ~~person~~derivative ~~qualified~~action, ~~available~~indemnity may be made only for expenses actually and ~~willing~~reasonably toincurred ~~serve~~in asdefending anthe proceeding, ~~independent~~and if the officer or director ~~and~~is asjudged ~~our~~liable, ~~audit~~only ~~committee~~by ~~financial~~a court ~~expert~~order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

~~Code~~Regarding indemnification for liabilities arising under the Securities Act of ~~Ethics~~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.

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.27

~~-46-~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

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

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

Name and Address	Amount and Nature of Beneficial	Percentage of
Beneficial Ownership⁽¹⁾	Ownership	Ownership⁽²⁾
	Shares

Robert Baker⁽³⁾	5,300,000 - Indirect	33.2%
885 Pyrford Road
West Vancouver, British Columbia
Canada V7S 2A2

Timothy Brock⁽⁴⁾	5,000,000 - Indirect	31.2%
5866 Eagle Island
West Vancouver, British Columbia
Canada

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

(1)	The persons named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended.

(2)	Based on 16,050,000 common shares issued and outstanding as of August 12, 2010.

(3)	Mr. Baker holds title to his common stock in the name of Woodburn Holdings Ltd., a British Columbia corporation, which he owns and controls. Ownership totals include 5,000,000 shares directly owned by Mr. Baker and 300,000 shares registered in the name of Sweetwater Capital Corporation. Mr. Baker has voting and investment power over the Snowdon shares held by Sweetwater Capital.

(4)	Mr. Brock holds title to his common stock in the name of West Peak Ventures of Canada Limited, a British Columbia corporation, which he owns and controls.

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

~~ITEM~~In 11March 2006, 5,000,000 shares of common stock were issued to Woodburn Holdings Ltd, a corporation owned and controlled by our secretary, Robert M. ~~EXECUTIVE~~Baker ~~COMPENSATION~~and 5,000,000 shares of common stock were issued to West Peak Ventures of Canada Limited, a corporation owned and controlled by Timothy Brock, all of which, subject to volume restrictions, are free trading securities. Woodburn Holdings Ltd. and West Peak Ventures of Canada Limited could each sell up to 160,500 shares quarterly. If they do sell their stock into the market, such sales could cause the market price of the stock to drop.

~~The~~Because ~~following~~an ~~table~~officer/director ~~sets~~and ~~forth~~a ~~information~~major ~~with~~shareholder ~~respect~~control us, other shareholders’ ability to ~~compensation~~cause ~~paid~~a bychange usin tothe course of our ~~officers~~operations ~~during~~is eliminated. As such, the ~~last~~value ~~three~~attributable ~~completed~~to ~~fiscal~~the ~~years~~right to vote is gone. ~~Our~~This could ~~fiscal~~result ~~year~~in ~~end~~a isreduction ~~April~~in 30value to the shares because of the ineffective voting power of the non-controlling shareholders.

~~Summary~~Changes ~~Compensation~~in ~~Table~~Control

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension
							Value &
							Nonqual-
						Non-Equity	ified
						Incentive	Deferred	All
						Plan	Compen-	Other
				Stock	Option	Compen-	sation	Compen-
Name and Principal		Salary	Bonus	Awards	Awards	Sation	Earnings	sation	Totals
Position [1]	Year	($)	($)	($)	($)	(S)	($)	($)	($)
Elden Schorn	2009	0	0	0	0	0	0	0	0
Former President &	2008	0	0	0	0	0	0	0	0
Treasurer (to Dec 3, 2008)	2007	0	0	0	0	0	0	0	0
Terence Schorn	2009	0	0	0	0	0	0	0	0
Vice President	2008	0	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0	0
Robert M. Baker	2009	0	0	0	0	0	0	0	0
President, Treasurer &	2008	0	0	0	0	0	0	0	0
Secretary	2007	0	0	0	0	0	0	0	0

We are unaware of any contract, or other arrangement or provision of our Articles or By-laws, the operation of which may at a subsequent date result in a change of control of our company.

~~The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year. Our fiscal year end is April 30.~~28

~~Director~~ITEM ~~Compensation~~13. ~~Table~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Pension
	Fees				Value and
	Earned			Non-Equity	Nonqualified	All
	or			Incentive	Deferred	Other
	Paid in	Stock	Option	Plan	Compensation	Compen-
	Cash	Awards	Awards	Compensation	Earnings	sation	Total
Name	($)	($)	($)	($)	($)	($)	($)
Elden Schorn
(resigned Dec 3, 2008)	0	0	0	0	0	0	0

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

~~-47-~~Woodburn and West Peak Ventures advanced a total of $66,258 for claim staking, legal and accounting expenses. The advances were repaid in full by October, 2008.

Terence Schorn	0	0	0	0	0	0	0
Robert M. Baker	0	0	0	0	0	0	0
David Hackman	0	0	0	0	0	0	0

During the year ended April 30, 2010, the Company paid consulting fees and rent to a major shareholder and to two companies controlled by two major shareholders, one of whom is also a director and officer, in the amount of $127,880 (2009 - $67,375). The loan due to a company controlled by a director of $7,698 (2009 - $Nil) is unsecured with an annual interest rate of 8% with no specific terms of repayment. Amounts due to a major shareholder and to two companies controlled by two major shareholder, one of whom is also a director and officer, and included in accounts payable aggregate $23,000 (2009 - $Nil).

OnDirector September 30, 2008, the Company entered into an agreement with a privately held company owned and controlled by Robert Baker for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes.Independence

~~There~~Under ~~are~~NASDAQ noRule ~~stock option~~5605(a)(2), ~~retirement,~~a ~~pension,~~director is not considered to be independent if he or ~~profit~~she ~~sharing~~is ~~plans~~also ~~for~~an executive officer or employee of the company ~~benefit~~or accepted any compensation from the company in excess of ~~our~~$120,000 during ~~officers~~any ~~and~~period ~~directors~~of twelve consecutive months within the three years preceding the determination of independence.

~~Employment~~We ~~Contracts~~determined that our sole director is not independent as that term is defined by NASDAQ Rule 5605(a)(2).

WeITEM ~~have~~14. noPRINCIPAL ~~employment~~ACCOUNTING ~~contracts~~FEES ~~with~~AND ~~any of our officers.~~SERVICES

~~Long-Term~~(1) ~~Incentive~~Audit ~~Plan Awards~~Fees

WeThe doaggregate ~~not~~fees ~~have~~billed ~~any~~for ~~long~~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-~~term~~QSBs ~~incentive~~or ~~plans.~~services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

Compensation of Directors

	2010	$	39,636			Morgan & Company, Chartered Accountants
	2009	$	23,650			Morgan & Company, Chartered Accountants

We(2) doAudit-Related ~~not pay our directors any fees nor do we have any plans to do so.~~Fees

~~Indemnification~~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:

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

	2010	$	Nil			Morgan & Company, Chartered Accountants
	2009	$	Nil			Morgan & Company, Chartered Accountants

~~Regarding~~(3) ~~indemnification~~Tax 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.Fees

~~ITEM~~The ~~12.~~aggregate ~~SECURITY~~fees ~~OWNERSHIP~~billed OFin ~~CERTAIN~~each ~~BENEFICIAL~~of ~~OWNERS~~the ~~AND~~last ~~MANAGEMENT.~~two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

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

	2010	$	Nil			Morgan & Company, Chartered Accountants
	2009	$	Nil			Morgan & Company, Chartered Accountants

~~-48-~~(4) All Other Fees

Name and Address Beneficial Ownership [1]	Number of Shares	Percentage of Ownership
Terence Schorn	0	0.00%
5353 Aspen Drive
West Vancouver, British Columbia
Canada V7W 3E4
Robert Baker [2]	5,000,000	32.23%
885 Pyrford Road
West Vancouver, British Columbia
Canada V7S 2A2
David Hackman	0	0.00%
2420 North Huachuca Drive
Tucson, Arizona 85745
All Officers and Directors	5,000,000	32.23%
as a Group (3 persons)
Timothy Brock [3]	5,000,000	32.23%
5866 Eagle Island
West Vancouver, British Columbia
Canada

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

~~[1] The persons named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended.~~29

[2] Mr. Baker holds title to his common stock in the name of Woodburn Holdings Ltd., a British Columbia corporation, which he owns and controls.

	2010	$	Nil			Morgan & Company, Chartered Accountants
	2009	$	Nil			Morgan & Company, Chartered Accountants

~~[3]~~Our ~~Mr.~~pre-approval ~~Brock~~policies ~~holds~~and ~~title~~procedures tofor ~~his~~the ~~common~~board, ~~stock~~acting in lieu of a separately designated, independent audit committee, described in paragraph ~~the~~(c)(7)(i) ~~name~~of Rule 2-01 of ~~West~~Regulation ~~Peak~~S-X ~~Ventures~~were ofthat ~~Canada~~the ~~Limited,~~audit acommittee pre-approve ~~British~~all ~~Columbia~~accounting ~~corporation,~~related ~~which~~activities heprior ~~owns~~to ~~and~~the ~~controls~~performance of any services by any accountant or auditor.

~~Future~~The ~~Sales~~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 ~~Existing~~persons ~~Stockholders~~other than the principal accountant’s full time, permanent employees was 0%.

InITEM ~~March 2006, 5,000,000 shares of common stock were issued to Woodburn Holdings Ltd, a corporation owned and controlled by our secretary, Robert M~~15. Baker and 5,000,000 shares of common stock were issued to West Peak Ventures of Canada Limited, a corporation owned and controlled by Timothy Brock, all of which, subject to volume restrictions, are free trading securities. Woodburn Holdings Ltd. and West Peak Ventures of Canada Limited could each sell up to 155,000 shares quarterly. If they do sell their stock into the market, such sales could cause the market price of the stock to drop.EXHIBITS

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

		Incorporated by reference
Exhibit					Filed
Number	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	SB-2	06/06/06	3.1

3.2	Bylaws.	SB-2	06/06/06	3.2

4.1	Specimen Stock Certificate.	SB-2	06/06/06	4.1

10.1	Corporate Support Agreement dated July 1, 2009 between Sweetwater Capital Corp. and Snowdon Resources Corporation	10-Q	3/23/09	10.1

10.2	Consulting Agreement between Snowdon Resources Corporation and Timothy B. Brock	10-Q	3/23/09	10.2

10.3	Consulting Agreement between Snowdon Resources Corporation and Woodburn Holdings Ltd.	10-Q	3/23/09	10.3

10.4	2008 Nonqualified Stock Option Plan	S-8	12/02/08	10.1

10.5	Agreement and Mutual Release dated July 20, 2009 between Snowdon Resources Corporation, Eagle Hill Exploration Corporation, and Eagle Hill Arizona Uranium LLC	8-K	7/24/09	10.1

10.6	Contract for Public Relations dated November 24, 2009 between Vorticom and Snowdon Resources Corporation	10-Q	3/22/10	10.7

10.7	Mineral Exploration And Option Agreement dated January 1, 2009 between Eagle Hill Uranium LLC, Limestone Resources LLC, Quaterra Alaska, Inc., and Snowdon Resources Corporation	10-Q	3/22/10	10.8

10.8	Corporate Support Agreement dated April 1, 2010 with Sweetwater Capital Corp.				X

14.1	Code of Ethics.	10-KSB	9/14/07	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

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.	SB-2	06/06/06	99.1

99.2	Audit Committee Charter.	10-KSB	9/14/07	99.2

99.3	Disclosure Committee Charter.	10-KSB	9/14/07	99.3

~~Changes in Control~~30

~~There~~SIGNATURES ~~are no present arrangements which may result in a change in control of our Company.~~

~~-49-~~In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13th day of August, 2010.

~~ITEM~~SNOWDON 13RESOURCES CORPORATION BY: /s/ Robert M. ~~CERTAIN~~Baker ~~RELATIONSHIPS~~Robert ~~AND~~M. ~~RELATED~~Baker, ~~TRANSACTIONS~~President, ~~AND~~Principal ~~DIRECTOR~~Executive ~~INDEPENDENCE.~~Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, Secretary

In ~~March~~accordance ~~2006,~~with wethe ~~issued~~Exchange ~~a total of 5~~Act,~~000,000~~ ~~shares~~this ofreport ~~restricted~~has ~~common~~been signed ~~stock~~below ~~to Woodburn Holdings, Ltd., a corporation owned and controlled~~ by ~~Robert~~the M.following ~~Baker,~~persons ~~our~~on ~~secretary,~~behalf ~~in consideration~~ of ~~$50~~the registrant and ~~5,000,000~~in ~~shares~~the capacities ~~of restricted common stock to West Peak Ventures of Canada Limited, a corporation owned~~ and ~~controlled~~on bythe ~~Timothy~~dated ~~Brock, in consideration of $50~~indicated.

Woodburn Holdings, Ltd. and West Peak Ventures of Canada Limited advanced a total of $66,258 for claim staking, legal and accounting expenses. The advances were repaid in full by October, 2008.

Signature	Title	Date

/s/ Robert M. Baker		August 13, 2010

	President, Principal Executive Officer, Treasurer
	Principal Financial Officer, Principal Accounting
	Officer, Secretary and a member of the Board of Directors

Since April 30, 2008, we had the following transactions with a related person, promoter, or control person, as defined in Regulation S-K, Item 404, other than any compensation payments already detailed:31

- We paid $25,375 for rent and administrative services to Sweetwater Capital Corporation, a company controlled by Timothy Brock, a Related Person and whose president is Robert Baker, a Related Person.

Director Independence

Our directors are Robert Baker, Chairman and Secretary, Terence Schorn, Vice President, Exploration, and David Hackman. Mr. Hackman is an independent director.

PART IV

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

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

	2009	$	23,650		Morgan & Company, Chartered Accountants
	2008	$	17,200		Morgan & Company, Chartered Accountants

(2) Audit-Related Fees

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

	2009	$	Nil		Morgan & Company, Chartered Accountants
	2008	$	Nil		Morgan & Company, Chartered Accountants

-50-

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

(4) All Other Fees

	2009	$	Nil		Morgan & Company, Chartered Accountants
	2008	$	800		Morgan & Company, Chartered Accountants

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

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

ITEM 15. EXHIBITS

Exhibit Number	Document Description
10.4	Preliminary Report on CR Claim Group
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

-51-

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6th day of August, 2009.

SNOWDON RESOURCES CORPORATION BY: ROBERT M. BAKER Robert M. Baker, President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, Secretary and a member of the Board of Directors

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

Signature	Title	Date
Robert M. Baker	ROBERT M. BAKER	August 6, 2009
	President, Principal Executive Officer, Treasurer
	Principal Financial Officer, Principal Accounting
	Officer, Secretary and a member of the Board of Directors
Terence Schorn	TERENCE SCHORN	August 6, 2009
	Vice President of Exploration and member of the
	Board of Directors
David Hackman	DAVID HACKMAN	August 6, 2009
	Member of the Board of Directors

-52-

EXHIBIT INDEX

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.	SB-2	06/06/06	3.1
3.2	Bylaws.	SB-2	06/06/06	3.2
4.1	Specimen Stock Certificate.	SB-2	06/06/06	4.1
10.1	Corporate Support Agreement between Sweetwater Capital Corp. and Snowdon Resources Corporation	10-Q	3/23/09	10.1
10.2	Consulting Agreement between Snowdon Resources Corporation and Timothy B. Brock	10-Q	3/23/09	10.2
10.3	Consulting Agreement between Snowdon Resources Corporation and Woodburn Holdings Ltd.	10-Q	3/23/09	10.3
10.4	Preliminary Report on CR Claim Group			10.4	X
10.5	Agreement to Acquire Five State Leases and Two Mining Claims	8-K	7/24/09	10.5
14.1	Code of Ethics.	10-KSB	9/14/07	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
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.	SB-2	06/06/06	99.1
99.2	Audit Committee Charter.	10-KSB	9/14/07	99.2
99.3	Disclosure Committee Charter.	10-KSB	9/14/07	99.3

-53-

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