UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(x)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934

For the fiscal year ended October 31, ~~2009~~2010

( )	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the transaction period from to

	Commission File Number 333-140170

MACKENZIE TAYLOR MINERALS INC.

(Exact name of Registrant as specified in charter)

Nevada	98-0505186
State or other jurisdiction of incorporation or organization	(I.R.S. Employee I.D. No.)

Suite 904 – 228 – 26th Street, S.W. Calgary, Alberta, Canada,	T2S 3C6
Suite 904 – 228 – 26th Street, S.W., Calgary, Alberta, Canada	T2S 3C6
(Address of principal executive offices)	(Zip Code)

Registrants’s telephone number, including area code 1-250-754-1811

Securities registered pursuant to section 12 (b) of the Act:

Title of each share

None

Name of each exchange on which registered

None

Securities registered pursuant to Section 12 (g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act [ ] Yes [X] No

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

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

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a small reporting company) Small reporting company [X]

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

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 recent completed second fiscal quarter.

(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:

~~December 31~~May 1, ~~2009~~2011: 113,310,000 common shares

DOCUMENTS INCORPORATED BY REFERENCE

Listed 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; (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).

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TABLE OF CONTENTS

PART 1		Page
ITEM 1.	Business.	4
ITEM 1A.	Risk Factors.	5
ITEM 1B.	Unresolved Staff Comments.	7
ITEM 2.	Properties.	7
ITEM 3.	Legal Proceedings.	10
ITEM 4.	Submission of Matters to Vote of Securities Holders	10
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	10
ITEM 6	Selected Financial Information.	10
ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	11
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.	14
ITEM 8.	Financial Statement and Supplementary Data.	15
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	15
ITEM 9A	Controls and Procedures.	15
ITEM 9A(T)	Controls and Procedures	16
ITEM 9B	Other information	16
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance.	1617
ITEM 11.	Executive Compensation.	1819
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	20
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.	21
ITEM 14	Principal Accounting Fees and Services.	2122
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	22
	SIGNATURES	24

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PART 1

ITEM 1. BUSINESS

History and Organization

Our company, Mackenzie Taylor Minerals Inc. (“Mackenzie”) was incorporated on January 23, 2006, in the State of Nevada. Other than a wholly owned subsidiary, Golden Charm Minerals Ltd. (“Golden Charm”), the Company does not have any subsidiaries, affiliated companies or joint venture partners. Golden Charm was incorporated under the laws of British Columbia, Canada on May 30, 2006 for the purpose of holding registered and beneficial title to the Company’s mineral claim situated in British Columbia, Canada. The Company’s, and Golden Charm’s, business and administrative office are located at 228 26th Avenue S.W., Suite 904, Calgary, Alberta, T2S 3C6. Golden Charm will not be renewed with the Province of British Columbia resulting in the Golden Charm Minerals Ltd. Being struck from the Provincial records after three years and will no longer be able to be a viable company. The reason for this is that its sole asset, the Gold Charm Two mineral claims, will not be able to be maintained in good standing due to only a British Columbia resident or a company in good standing with the Registrant can hold a license to a mineral claim within British Columbia.

We are a pre-exploration stage corporation. A pre-exploration stage corporation is one engaged in the exploratory search for mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on our sole property, the Gold Charm Two mineral claim (hereinafter the “Gold Charm claim”). Recorded title to our claim is held in the name of our subsidiary, Golden Charm; which as noted above will be allowed to expire with the Provincial Government of British Columbia without being renewed. When this happens Mackenzie will not have a mineral property since only British Columbia residents or a company incorporated in British Columbia, and in good standing, is allowed to have a free miner’s license. A free miner’s license is required to hold a mineral property in British Columbia. The Gold Charm claim is located in British Columbia, Canada, and consists of one mineral claim, comprising 183.6 hectares. We do ~~not~~ intend to explore for gold on the property ~~since our previous exploration activities resulted in no mineralization being discovered~~.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion by our auditors and rely upon the sale of our securities and loans from our officers and directors to fund operations.

There is substantial doubt that we can continue as an ongoing business for the next twelve months and we will have to suspend or cease operations within the next twelve months unless we raise sufficient money to cover all our expected expenses; estimated to be $5443,~~244~~194.

Any future property we intend to explore may not contain any minerals reserves and therefore, any investment in our Company may be lost.

At the present, we have no employees and only two officers and directors, each of whom plan to devote only 4-5 hours per week to our operations.

Nevertheless, Mackenzie is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Q.

The shareholders may read and copy any material filed by Mackenzie with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which Mackenzie has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov. We have no website at this time.

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Planned Business

The following discussion should be read in conjunction with the information contained in the financial statements of Mackenzie and the notes, which form an integral part of the financial statements, which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Mackenzie presently has minimal day-to-day operations; consisting mainly of preparing the reports filed with the SEC as required.

ITEM 1A. RISK FACTORS

An investment in our securities involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Mackenzie contained in this Form 10-K, you should consider many important factors in determining whether to purchase our shares. The following risk factors reflect the potential and substantial material risks in being a shareholder of our company.

Risks associated with MACKENZIE TAYLOR MINERALS INC.

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

The funds we hope to raise in the future will be used to carry out our plan of operation. Our plan of operation will be to seek out a new mineral property and undertake an exploration program on it. Exploration does not contemplate removal of the ore. We have no plans or funds for ore removal, should any be found. Accordingly, we will not generate any revenues as a result of your investment.

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

The probability of an individual prospect ever having reserves is extremely remote. A new acquired mineral property will likely not contain any reserves. As such, any funds spent on exploration will likely be lost, which will result in a loss of your investment.

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

We were incorporated on January 23, 2006 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our deficit accumulated since inception is $~~178~~202,~~596~~018. To achieve and maintain profitability and positive cash flow we are dependent upon:

- our ability to locate a profitable mineral property

- our ability to generate revenues

- our ability to reduce exploration costs

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

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

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

5. Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of our shareholders’ investment in our Company.

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

6. Because our officers and directors have other outside business activities and each will only be devoting 10% of their time or four hours per week, to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.

Because Terry Stimpson and Kendall O’Leary, our officers and directors, have other outside business activities and each will only be devoting 10% of their time, or four hours per week, to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Stimpson and Mrs. O’Leary. As a result, exploration of a new mineral property may be periodically interrupted or suspended.

Risks associated with ownership of our shares:

7. If our officers and directors resign or die without having found replacements, our operations will be suspended or cease. If that should occur, you could lose your investment.

We have two officers and two directors. We are entirely dependent upon them to conduct our operations. If they should resign or die there will be no one to run the company. Further, we do not have key man insurance. If that should occur, until we find other persons to run our company, our operations will be suspended or cease entirely. In that event it is possible you could lose your entire investment.

8. FINRA sales practice requirements may limit a stockholder's ability to buy and sell our stock.

The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer 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, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.

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9. Tradability of Shares

Presently our shares are not able to trade on any quotation system due to having been allocated to the “grey area” of the Pink Sheets and have a “chill factor” attached to them. This factor results in our shareholders not being able to trade their shares when they want because there is no market for our shares.

ITEM 1B UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments.

ITEM 2. PROPERTIES

General

We were incorporated in the State of Nevada on January 23, 2006. We are a pre-exploration stage corporation. We have only undertaken a limited exploration program on the Gold Charm Two claim during the summer and fall of 2007 ~~but did not obtain any results worthy of maintaining the Gold Charm Two in good standing with the Province of British Columbia~~. There is no assurance that mineralized material with any commercial value exits on any mineral property we identify for exploration work in the future.

We do not have any ore body and have not generated any revenues from our operations.

We maintain our statutory registered agent's office at 2470 St. Rose Parkway, Suite 304, Henderson, Nevada, 89075 and our business office is located at 228 26th Avenue S.W., Suite 904, Calgary, Alberta, Canada, T2S 3C6. Our telephone number is (403) 819-8790.

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

Background

In March 2006 we purchased a mineral property, the Gold Charm Two (hereinafter the “Gold Charm claim”), in British Columbia, Canada from R. Billingsley, a non-affiliated third ~~parties~~party for the sum of $3,182. WeIn are required to pay a maintenance fee of $167 (CDN $184) to the Government of British Columbia on our mineral claim each year until such time as we are able to perform exploration work on the Gold Charm claim. Therefore in 2006 we engaged the services of an independent consultant to explore our mineral claim at a cost of $10,000 during the spring of 2007. No meaningful results from soil sampling were obtained from this exploration program. Nevertheless, we have maintained the Gold Charm claim in good standing until December 2, 2011 by paying cash in lieu of doing exploration work in the amount of $1,542 with the Ministry of Mines and Energy.

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

Claims

The following table provides the tenure number, claim name, date of record and expiry date as follows:

Tenure 525990 Claim Name Gold Charm Two Date of Recording Jan. 21, 2006 Date of Expiration December 2, ~~2010~~2011

We have done sufficient work on our claim during the past years to maintain the claim in good standing for several years although we do expect to maintain the Gold Charm Two in good standing after December 2, 2010.

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Location and Access

The Gold Charm Two is situated in southwestern British Columbia approximately 2.5 kilometers southeast of the town of Gold Bridge. Access to the claim from Vancouver, British Columbia (approximately 112 kilometers) is via Highway 99 north to Pemberton then via all weather gravel road to Gold Bridge. Access from Gold Bridge is via logging roads.

The Gold Charm Claim lies at an elevation of 2,200 feet (750 m) near the northwest end of the Bendor range with in the Costal Mountain Complex of British Columbia. The main mountain ridges range from about 2,200 feet (750 m) to 4,000 feet (1,200 m) with steep west facing slopes. Sub-alpine scrub alder and hemlock trees grow at lower elevations in the southwest corner of the claim and good rock exposure is found along the peaks and ridges in the eastern portion of the claim. Winters are cold with generally high snowfall accumulations and summers are dry and hot.

Property Geology

The property is underlain by rocks of the Bridge River Group intruded by the Bendar grandorite. To the east of the property is intrusives of the Bendor pluton while the the property itself is underlain by the Bridge River Group sediments and volcanics, separated by a major fault along main “Bralorne” Creek. The Bender intrusives consist of a large mass of granodiorite east of Fergusson Creek, as well as several small diorite plugs and feldspar porphyry dykes to the west of the valley and adjacent to the property.

The Bridge River Group consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, pyrrhotite and form massive rusty gossanous cliffs on Mount Fergusson. Volcanics underlie the peak area, however the ridge further to the north and east of Fergusson Creek is underlain by sediments. Extensive overburden covers much of the claim.

History of Previous Work

British Columbia Provincial assessment report records indicate that geophysical and geochemical work was carried out over a portion of what now comprises the Gold Charm claim. This past work has indicated the presence of sulphide mineralization containing gold and silver values. Mineralization found on the claim area is consistent with that found associated with zones of extensive mineralization. However, past work on the Gold Charm claim area has been limited and sporadic and has not tested the mineral potential of the claim area.

Other

Other than our interest in the Gold Charm claim, we own no plant and equipment or other property.

Our property is easily accessible by roadway. No improvements are required for exploration activities.

Competitive Factors

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

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Environmental Law

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

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

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 will secure all necessary permits for exploration and, if development is warranted on the property, we will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active streams, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

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

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment of the property. We will only be using "non-intrusive" exploration techniques and will not leave any indication that a sample was taken from the area. Our consultants and employees will be required to leave the area in the same condition as they found it and the costs of this work are included in the cost estimates of the work programs described herein.

Subcontractors

We have been using for our recent exploration activities subcontractors for manual labor and will continue to do so.

Employees and Employment Agreements

At present, we have no full-time employees. Our officers and directors will each devote about 10% of their time, or four hours per week, to our operation. 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 will handle our administrative duties but because of their inexperience with exploration, they will hire qualified persons to perform the surveying, geology, engineering, exploration, and excavating of the property. As of this date, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.

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Investment Policies

The Company does not have an investment policy at this time. Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the director is able to invest or additional funds held by the Company. Presently the Company does not have any excess funds to invest.

ITEM 3.

LEGAL PROCEEDINGS

There are no legal proceedings to which Mackenzie is a party or to which the Gold Charm Two is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

During the current year, no matters were brought before the securities holders for voted thereon.

PART II

ITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

To date we have not held an Annual General Meeting of our Stockholders but do intend to do so within the near future.

ITEM 6. SELECTED FINANCIAL DATA

The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.

Operation Statement Data

	For the year ended October 31, 2009	January 23, 2006 (date of incorporation) to October 31, 2009
	For the year ended October 31, 2010	January 23, 2006 (date of incorporation) to October 31, 2010
Revenue	$ -	$ -
Exploration expenses	-	18,683
Impairment loss on mineral claim	-	5,000
General and Administration	29,105	159,914
Exploration expenses	1,542	15,224
Net loss	29,105	178,596
General and Administration	21,880	181,794
Net loss	23,422	202,018
Weighted average shares outstanding (basic)	113,310,000
Weighted average shares outstanding (diluted)	113,310,000
Net loss per share (basic)	$ (0.00)
Net loss per share (diluted)	$ (0.00)

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Balance Sheet Data

Cash and cash equivalent	$ 5,082
Cash	$ 874
Total assets	~~5,082~~874
Total liabilities	~~141~~153,~~828~~842
Total Shareholders’ deficiency	(136,746)
Total Stockholders’ deficiency	(152,968)

Our historical results do not necessary indicate results expected for any future periods.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

This section of the Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

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

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the future exploration property. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. Our directors have advanced funds to us in the amount of $~~116~~126,~~629~~943 as at October 31, ~~2009~~2010.

We will be conducting research in the form of exploration of on the mineral property when it is acquired. We are not going to buy or sell any plant or significant equipment during the next twelve months.

We may not have enough money to acquire another mineral claim without obtaining additional funds. If it turns out that we cannot not raise enough money to acquire a new exploration property either by way of advances from our directors or from lending institutions then we will not be able to undertake an exploration program. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease operations.

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

The Gold Charm Two is undeveloped raw land and to date has proven to have little or no mineralization on it. To our knowledge, the property has never been mined. Based on a filed British Columbia assessment report there was some preliminary geophysical and geochemical work carried out on a portion of what now comprises the Gold Charm claim. The property was claimed by R. Billingley and was subsequently examined and reported on at our request by Mr. Laurence Stephenson P.Eng. and ownership was transferred to us.

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

There is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services. To become profitable and competitive, we will conduct the research and exploration of our properties before we start production of any minerals we may find.

In the future, we have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in an additional dilution to existing shareholders.

Liquidity and Capital Resources

In the future, we cannot guarantee we will be able to raise enough money to stay in business. Whatever money we do raise will be applied to working capital in order to settle any outstanding debts we owe to our creditors and to seek a new mineral property. If we find mineralized material on the new mineral claim, when identified, and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a private placement, public offering or through loans. If we do not raise all of the money we need to complete our exploration of the property we will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from our officers or others.

We have discussed this matter with our officers and directors and our directors have agreed to advance funds as needed. They have advanced $~~116~~126,~~629~~ 943 to date. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We acquired one property comprising approximately 183.6 hectares. Title to the property is recorded in our name. We undertook a small exploration program in the early part of 2007 which cost us approximately $10,000. No significant mineralization was found on the Gold Charm Two claim which would warrant future exploration by our Company.

Since inception, we have issued 3,000,000 shares of our common stock to our two officers and directors for a total consideration of $3,000 and have raised an additional $38,850 under a registration statement whereby 777,000 shares were issued at $0.05 per share.

On June 11, 2008, the shareholders of the Company approved a 30 to 1 forward stock split which became effective on that date, resulting in an increase of the outstanding shares of common stock from 3,777,000 to 113,310,000. In the attached financial statements the 113,310,000 post split common shares are shown as split from the date of inception.

As of October 31, ~~2009~~2010, our total assets were $~~5,082~~874 consisting of only cash and our total liabilities were $~~141~~153,~~828~~842 of which $~~116~~126,~~629~~943 is owed to one of our directors.

During the year, the Company has incurred the following expenses:

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Expenditure		Amount
Accounting and audit	i	$ 9,250
Bank charges		124
Edgar filings	ii	700
Management fees	iii	12,000
Office	iv	531
Rent	v	3,600
Transfer agent's fees	vi	2,900
Total expenses		$ 29,105

During the year, the Company has incurred the following expenses:

i. Mackenzie spent $5,250 for internal accounting services to prepare working papers for submission to the independent accountants. The fees paid to the independent accountants were $4,000 for the review of the quarterly financial statements and the examination of the year end financial statements.

Expenditure		Amount

Accounting and audit	i	$ 5,450
Bank charges		82
Edgar filings	ii	450
Exploration	iii	1,542
Management fees	iv	9,000
Office	v	3,073
Rent	vi	2,700
Transfer agent's fees	vii	1,125
Total expenses		$ 23,422

i.	Mackenzie spent $3,750 for internal accounting services to prepare working papers for submission to the independent accountants. The fees paid to the independent accountants were $1,700 for the reviews of the quarterly financial statements.

Mackenzie has incurred certain edgarzing expenses during the year for filing its various Forms 10-Q and 10-K with the SEC.

iii. ~~Mackenzie~~Exploration ~~pays~~expense ~~its~~related ~~Secretary~~to ~~Treasurer~~maintaining ~~$1,000~~the ~~for~~Gold ~~services~~Charms ~~rendered~~Two toin itgood bystanding ~~her~~until December 2, 2011.

iv. ~~Office~~Mackenzie ~~expenses~~pays ofits Secretary Treasurer $~~531~~1,000 ~~were~~for ~~mainly~~services ~~courier,~~rendered ~~faxing,~~to ~~printing~~it by her for the first three months of the current fiscal year. Due to a cash shortage she declined to take further payments for her services but the Company accrued $6,000 ~~photocopying~~in ~~and~~recognition ~~various~~of ~~office~~management ~~supplies~~fees expense which was credited to Capital in Excess of Par Value. For the last three months of the current fiscal period the Company discontinued the practice of accruing management fees.

v. ~~Mackenzie~~Office ~~does~~expenses ~~not have its own office premises but used the residence~~ of ~~its~~$3,073 ~~Secretary~~were ~~Treasurer~~mainly atcourier, afaxing, ~~cost~~printing, ofphotocopying ~~$300~~and ~~per~~various ~~month~~office supplies.

vi. ~~During~~Mackenzie ~~the~~does ~~year,~~not ~~Mackenzie~~have ~~issued~~its ~~share~~own ~~certificates~~office ~~via~~premises but used the residence of its ~~transfer~~Secretary ~~agent,~~Treasurer ~~paid~~at a cost of $300 per month for the ~~State~~first three months of ~~Nevada~~the ~~its~~current ~~annual~~fiscal ~~fee~~year. inFor the ~~amount~~next ofsix ~~$375~~months, similar to ~~maintain~~management itfees, inthe ~~good~~Company ~~standing~~accrued rent expense and ~~various~~credited ~~other~~Capital ~~services~~in ~~such~~Excess asof ~~confirmation~~Par ~~with~~Value. ~~Mackenzie’s~~This ~~auditors~~practice was discontinued during the last three months of the current fiscal year.

~~Mackenzie estimates~~vii. During the ~~following~~year, ~~expenses~~Mackenzie ~~will~~paid ~~be required during~~ the ~~next~~following ~~twelve~~expenses ~~months~~ to ~~meet~~ its ~~obligations~~transfer agent:

Expenditures		RequirementsFor Twelve Months	Current Accounts Payable	Required Funds for Twelve Months
Annual fee for acting as transfer agent	$ 500.00
Accounting and audit	1	$ 9,250	$ 22,175	$ 31,425
Annual List of Directors and Officers and Business License for the State of Nevada	575.00
Bank charges		120	-	120
Audit fee confirmation	50.00
Edgar filing fees	2	700	-	700
	$ 1,125.00
Filing fees	3	375	-	375
Management fees	4	12,000	-	12,000
Office	5	1,000	3,024	4,024
Rent	6	3,600	-	3,600
Transfer agent's fees	7	2,000	-	2,000
Estimated expenses		$ 29,045	$ 25,199	$ 54,244

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Mackenzie estimates the following expenses will be required during the next twelve months to meet its obligations:

Expenditures		Requirements For Twelve Months	Current Accounts Payable	Required Funds for Twelve Months

Accounting and audit	1	$ 11,000	$ 23,875	$ 34,875
Bank charges		120	-	120
Edgar filing fees	2	1,600	-	1,600
Filing fees	3	575	-	575
Office and miscellaneous	4	1,000	3,024	4,024
Transfer agent's fees	5	2,000	-	2,000
Estimated expenses		$ 16,295	$ 26,899	$ 43,194

1. Accounting and auditing expense has been projected as follows:

Filings	Accountant	Auditors	Total
Form 10-Q – Jan. 31, 2010	$ 1,250	$ 500	$ 1,750
Form 10-Q – Jan. 31, 2011	$ 1,250	$ 800	$ 2,050
Form 10-Q - April 30, 2010	1,250	500	1,750
Form 10-Q - April 30, 2011	1,250	800	2,050
Form 10-Q – July 31, 2010	1,250	500	1,750
Form 10-Q – July 31, 2011	1,250	800	2,050
Form 10-K – Oct, 31, 2010	1,500	2,500	4,000
Form 10-K – Oct. 31, 2011	1,550	3,300	4,850
	$ 5,250	$ 4,000	$ 9,250
	$ 5,300	$ 5,700	$ 11,000

2. Edgar filing fees comprise the cost of filing the various Forms 10-K and 10-Q on Edgar. It is estimated the cost for each of the Form 10-Qs will be $~~150~~350 and the cost of filing the 10-K will be $~~250~~550 which includes the cost of updating to XBRL filings.

3. Filing fees for the State of Nevada is estimated at $~~375~~575 per year based on the current year’s charges. This amount includes the annual Business License.

4. ~~Mackenzie~~Relates ~~pays~~to ~~its~~photocopying, ~~Secretary~~courier, ~~Treasurer $1~~faxing,~~000~~ ~~per~~printing ~~month~~and general office supplies.

5. ~~Relates~~Each year Mackenzie is charged a fee of $500 by its transfer agent to ~~photocopying,~~act ~~courier,~~on ~~faxing,~~its ~~printing~~behalf and ~~general~~estimates ~~office~~a ~~supplies~~further fee of $1,500 for various other services to be performed by the transfer agent during the forthcoming year.

6. Mackenzie compensates its Secretary Treasurer $300 per month for the use of her personal residence as an office.

7. Each year Mackenzie is charged a fee of $500 by its transfer agent to act on its behalf and estimates a further fee of $1,500 for various other services to be performed by the transfer agent during the forthcoming year.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market Information

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of Mackenzie.

The number of shares subject to Rule 144 is 90,000,000

Presently, there are no shares being offered to the public and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.

Our shares are traded on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-~~Q and 10~~14-~~K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.~~

Our shares are currently note traded since they are on the Pink Sheets and are classified as being on the “gray” with a “chill factor” associated with them. This factor does not allow our shareholders to trade their shares at the present time unless they do so privately.

In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

●	our variations in our operations results, either quarterly or annually;

●	trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;

●	the exploration results on the new mineral property to be acquired, and

●	other events which we have no control over.

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In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements attached to this Form 10-K for the year ended October 31, ~~2009~~ 2010 have been examined by our independent accountants, Madsen & Associates CPA’s Inc. and attached hereto.

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the year ended October 31, ~~2009~~2010, to the best of our knowledge, there have been no disagreements with Madsen & Associates CPA’s Inc. on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates CPA’s Inc. would have caused them to make a reference in connection with its report on the financial statements for the year.

ITEM 9A CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including Terry Stimpson, Chief Executive Officer and Kendall O’Leary, Chief Accounting Officer, they have evaluated the effectiveness of Mackenzie’s disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as at ~~May~~October 31, ~~2009~~ 2010 (the “Evaluation Date”). Based on the evaluation by management, they have concluded these disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal control over financial reporting as more fully discussed below.

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Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that “disclosure controls and procedures” have the following characteristics:

●	designed to ensure disclosure of information that is required to be disclosed in the reports that Mackenzie files or submits under the Exchange Act;

●	recorded, processed, summarized and reported with the time period required by the SEC’s rules and forms; and

●	accumulated and communicated to management to allow them to make timely decisions about the required disclosures.

Even though management’s assessment that Mackenzie’s internal control over financial reporting was not effective and there are certain material weaknesses as more fully described below, management believe that Mackenzie’s financial statements contained in its Annual Report on Form 10-K for the year ended October 31, ~~2009~~ 2010 fairly present our financial condition, results of operations and cash flows in all material respects.

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Material Weaknesses

Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date and identified the following material weaknesses:

● As at October 31, ~~2009~~2010, Mackenzie did not have an audit committee which complies to the requirements of an audit committee since it did not have an independent “financial expert” on the committee. Even though it has a Code of Ethics it does not emphasize fraud and methods to avoid it. Due to the small size of Mackenzie a whistleblower policy is not necessary.

●

Due to a significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in Mackenzie not been able to meet its regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

●	There is no system in place to review and monitor internal control over financial reporting. This is due to Mackenzie maintaining an insufficient complement of personal to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

ITEM 9A(T)

CONTROLS AND PROCEDURES

There were no changes in Mackenzie’s internal controls over financial reporting during the fiscal year ended October 31, ~~2009~~2010 that have materially affected, or are reasonably likely to material affect, Mackenzie’s internal control over financial reporting.

ITEM 9B OTHER INFORMATION

There is no other information to be reported under this Item.

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PART 111

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth as of October 31, ~~2009~~2010, the name, age, and position of each executive officers and director and the term of office of each director of Mackenzie.

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Name	Age	Position Held	Term as Director Since

Terry Stimpson	60	President and Director	2006

Kendall O’ Leary	48	Secretary Treasurer	2006

Name	Age	Position Held	Term as Director Since
Terry Stimpson	59	President and Director	2006
Kendall O’ Leary	47	Secretary Treasurer	2006

The directors of Mackenzie serve for a term of one year and until their successors are elected at Mackenzie’s Annual Shareholders’ Meeting and are qualified, subject to removal by Mackenzie’s shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.

Background of Officers and Directors

Terry Stimpson has been a member of our board of directors since our inception. He was appointed our president and chief executive officer on May 29th, 2006. Mr. Stimpson graduated form Simon Fraser University with a B.A. in English & Communications in 1975. After graduation until 1991, Mr. Stimpson held a variety of positions with a private real estate development company based in Vancouver, British Columbia. Since 1991 Mr. Stimpson has held a variety of sales positions, most recently with TMI Target Marketing Intelligence Corporation. Mr. Stimpson is prepared to devote 10% of his time, or approximately four-five hours per week, to our operations.

Kendall O’Leary was appointed to our board of directors on May 28, 2006 and was appointed as our secretary- treasurer, chief financial officer and chief accounting officer on May 29, 2006. Mrs. O’Leary graduated form the Arizona State University in 1986 with a BS in Justice Studies. Thereafter she worked for a law firm in Vancouver, British Columbia, Canada and then took a position in the public relations department of a mining company, also based in Vancouver. In 1993 Mrs. O’Leary started a retail clothing business which she operated for two years. From 1995 until 2002 Mrs. O’Leary took time off to raise her children. Since 2002 she has operated a web-based business retailing women’s fashions. Kendall O’Leary is prepared to devote 10% of her time, or approximately four-five hours per week, to our operations.

Board of Directors Audit Committee

Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

Our audit committee is comprised of Terry Stimpson, our President and Chairman of the audit committee, and Kendall O’Leary our Chief Financial Officer and Secretary Treasurer neither of whom are independent. Neither Mr. Stimpson nor Mrs. O’Leary can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-B. The Company does not presently have, among its officers and directors, a person meeting these qualifications and given our financial condition, does not anticipate seeking an audit committee financial expert in the near future.

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Apart from the Audit Committee, Mackenzie has no other Board committees.

Significant Employees

Other than officers and directors, Mackenzie has no employees at this time.

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Family Relationships

There are no family relationships among any of Mackenzie's officers and directors.

Involvement in Certain Legal Proceedings

To the knowledge of management, during the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of Mackenzie:

(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 the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

(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 affiliate person, director or employee 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; or

(iii)

engaging in any activities 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 commodities 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 activities;

(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 or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

(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 vacated.

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ITEM 10. EXECUTIVE COMPENSATION

Cash Compensation

Mackenzie compensates its Secretary Treasurer at $1,000 per month.

We have paid the following in executive since inception:

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Summary Compensation Table

Long Term Compensation

Annual Compensation Awards Payouts

(a)	(b)	(c)	(e)	(f)	(g)	(h)	(i)
Name and Principal position	Year	Salary	Other annual Comp. ($)	Restricted stock awards ($)	Options/SAR (#)	LTIP payouts ($)	All other compensation ($)
Terry Stimpson Chief Executive Officer, President and Director	2006 2007 2008 2009 2010	2,000 24,000 12,941 -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-
Kendall O’Leary Chief Financial Officer, Chief Accounting Officer, Secretary Treasurer and Director	2006 2007 2008 2009 2010	1,000 12,000 12,000 12,000 3,000	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-	-0- -0- -0- -0- -0-

Compensation of Directors

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

~~Formerly our President received, monthly, the sum of $2,000 in management fees but this was discontinued in May 2008 due to the lack of funds in the Company.~~ Our Secretary Treasurer ~~receives~~received $1,000 per month in management fees and an allowance of $300 for providing an office for Mackenzie for the first three months of the current fiscal year.

Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None

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Pension Table

None

Other Compensation

None

-19-

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from Mackenzie, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Mackenzie or its subsidiaries, or any change in control of Mackenzie, or a change in the person’s responsibilities following a change in control of Mackenzie.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth as of ~~December~~March 31, ~~2009~~2010, 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 of ~~131~~113,310,000. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive powers with respect to their shares.

Title of Class	Name and Address of Beneficial Owner[1]	Amount and Nature of Beneficial Ownership	Percent of Class on the Date of this Form 10-K

Common	Terry Stimpson 5651 Quentin Street Calgary, Alberta, Canada T2T 6J1	60,000,000	52.9%

Common	Kendall O’Leary 228 26th Avenue S.W. Calgary, Alberta, Canada T2S 3C6	30,000,000	26.5%

Common	Directors and Officers as a Group	90,000,000	79.4%

[1] The persons named above are "promoters" as defined in the Securities Exchange Act of 1934.

All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment and dispositive power, unless otherwise noted.

Under Rule 13-d under the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the persons having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons.

The above noted stock is restricted since it was issued in compliance with the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. After this stock has been held for one year, Terry Stimpson and Kendall O’Leary could sell 1% of the outstanding stock in Mackenzie every three months. Therefore, this stock can be sold after the expiration of one year in compliance with the provisions of Rule 144. There is "stock transfer" instructions placed against this certificate and a legend has been imprinted on the stock certificate itself.

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

Transactions with Management and Others

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of Mackenzie and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which Mackenzie was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by Mackenzie to own of record or beneficially more than 5% of any class of Mackenzie’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since the beginning of Mackenzie’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which Mackenzie was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to Mackenzie to own of record or beneficially more than 5% of the common shares of Mackenzie’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Conflict of Interest

We believe that our officers and directors will be subject to conflicts of interest. The conflicts of interest arise from their unwillingness to devote full time to our operations.

In an effort to ensure that potential conflicts of interest are avoided or declared to Mackenzie and its shareholders and to comply with the requirements of the Sarbanes Oxley Act of 2002, the Board of Directors adopted, on August 11, 2006, a Code of Business Conduct and Ethics. Mackenzie’s Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of Mackenzie and its officers and directors to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Business Conduct and Ethics addresses general business ethical principles, conflicts of interest, special ethical obligations for employees with financial reporting responsibilities, insider trading rules, reporting of any unlawful or unethical conduct, political contributions and other relevant issues.

Transactions with Promoters

Mackenzie does not have promoters and has no transactions with any promoters.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed by the independent accountants for the last two fiscal years for professional services for the audit of Mackenzie’s annual financial statements and the review included in Mackenzie’s Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $89,000.

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(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 Mackenzie’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was NIL.

(4) All Other Fees

During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5) Audit Committee’s Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with Mackenzie to make any pre-approval policies meaningful. Once Mackenzie has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

(6) Audit hours incurred

The principal accountants did not spend greater than 50 percent of the hours spent on the accounting by Mackenzie’s internal accountant.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included as part of this report by reference:

1. Certificate of Incorporation, Articles of Incorporation and By-laws

1.1	Certificate of Incorporation (incorporated by reference from Mackenzie’s Registration Statement on Form 10-SB filed on January 24, 2007)

1.2	Articles of Incorporation (incorporated by reference from Mackenzie’s Registration Statement on Form 10-SB filed on January 24, 2007)

1.3	By-laws (incorporated by reference from Mackenzie’s Registration Statement on Form 10-SB filed on January 24, 2007)

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(a) (1) Financial Statement Schedules.

The following financial statements are included in this report:

Title of Document	Page
Report of Madsen & Associates, CPA’s Inc.	25
Balance Sheet as at October 31, 2009 and 2008	26
Balance Sheet as at October 31, 2010 and 2009	26
Statement of Operations for the years ended October 31, 2009 and 2008 and for the period from January 23, 2006 (Date of Inception) to October 31, 2009	27
Statement of Operations for the years ended October 31, 2010 and 2009 and for the period from January 23, 2006 (Date of Inception) to October 31, 2010	27
Statement in Changes in Stockholders’ Equity for the period from January 23, 2006 (Date of Inception) to October 31, 2009	28
Statement of Stockholders’ Equity for the period from January 23, 2006 (Date of Inception) to October 31, 2010	28
Statement of Cash Flows for the years ended October 31, 2009 and 2008 and for the period from January 23, 2006 (Date of Inception) to October 31, 2009	29
Statement of Cash Flows for the years ended October 31, 2010 and 2009 and for the period from January 23, 2006 (Date of Inception) to October 31, 2010	29
Notes to the Financial Statements	30

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MACKENZIE TAYLOR MINERALS INC.

(Registrant)

By: TERRY STIMPSON

Terry Stimpson

Chief Executive Officer,

President and Director

Date: ~~January~~ 10May 12, ~~2010~~2011

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

By: TERRY STIMPSON

Terry Stimpson

Chief Executive Officer,

President and Director

Date: ~~January~~ 10May 12, ~~2010~~2011

By: KENDALL O’LEARY

Kendall O’Leary

Chief Accounting Officer,

Chief Financial Officer and Director

Date: ~~January~~ 10May 12, ~~2010~~2011

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MADSEN & ASSOCIATES, CPA’s INC.	684 East Vine Street, #3
MADSEN & ASSOCIATES CPA’s, INC.	684 East Vine Street, #3
Certified Public Accountants and Business Consultants Board	Murray, Utah, 84107
	Murray, Utah, 84107
	Telephone: 801-268-2632
	Fax: 801-262-3978

Board of Directors

Mackenzie Taylor Minerals Inc.

~~Calgary, Alberta,~~(a ~~Canada~~Pre-exploration Stage Company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of Mackenzie Taylor Minerals Inc. (~~pre~~a Pre-~~exploration~~Exploration ~~stage~~Stage ~~company~~Company) at(The Company) as of October 31, ~~2009~~2010 and ~~2008~~2009, and the ~~statement~~ related statements of operations, stockholders'’ ~~equity~~deficiency, and cash flows for each of the years in the two-year period ended October 31, ~~2009~~2010, and ~~2008 and~~ for the period from January 23, 2006 (date of inception) to October 31, ~~2009~~2010. ~~These~~The ~~financial~~Company’s ~~statements~~management ~~are~~is ~~the responsibility~~responsible offor ~~the~~these ~~Company's~~financial ~~management~~statements. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~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~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 purposes of expressing an opinion on the effectiveness ~~for~~of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and ~~disclosure~~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 ~~statements~~ statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mackenzie Taylor Minerals Inc. at (a Pre-Exploration Stage Company) as of October 31, ~~2009~~2010 and ~~2008~~2009, and the results of its operations, and its cash flows for each of the years in the two-year period ended October 31, ~~2009~~2010, and ~~2008 and~~ the period from January 23, 2006 (date of inception) to October 31, ~~2009~~2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Murray, Utah /s/~~ “Madsen & Associates, CPA’s Inc.”

~~December 31~~Murray, ~~2009~~Utah

May 9, 2011

-25-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

Balance Sheets

	October 31, 2009	October 31, 2008
	October 31, 2010	October 31, 2009
Assets
ASSETS
Current assets:
CURRENT ASSETS
Cash	$ ~~5,082~~874	$ 35,~~256~~082
Total Current Assets	$ ~~5,082~~874	$ 35,~~256~~082
Liabilities and Shareholders’ Deficiency
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 25,199	$ 18,017
Accounts payable	$ 26,899	$ 25,199
Indebtedness to related parties (Note 4)	116,629	92,880
Advances from related parties	126,943	116,629
Total current liabilities	141,828	110,897
Total Current Liabilities	153,842	141,828
Shareholders’ deficiency
STOCKHOLDERS’ DEFICIENCY
500,000,000 common shares authorized, at $0.001 par value 113,310,000 shares issued and outstanding	113,310	113,310
Capital in excess of par value	(7164,~~460~~260)	(71,460)
Deficit accumulated during the pre-exploration stage	(~~178~~202,~~596~~018)	(~~149~~178,~~491~~596)
Total Shareholders’ Deficiency	(136,746)	(107,641)
Total Stockholders’ Deficiency	(152,968)	(136,746)
	$ 5,082	$ 3,256
Total Liabilities and Stockholders’ Deficiency	$ 874	$ 5,082

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

-26-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

Statement of Operations

For the years ended October 31, ~~2009~~2010 and ~~2008~~2009 and for the period from January 23, 2006 (date of inception) to October 31, ~~2009~~2010

	October 31, 2009	October 31, 2008	January 23, 2006 to October 31, 2009
	October 31, 2010	October 31, 2009	January 23, 2006 (date of inception) to October 31, 2010
REVENUES	$ -	$ -	$ -
EXPENSES
Exploration costs	-	-	18,682
Impairment loss on mineral claim	-	-	3,182
Administrative	29,105	48,476	159,914
Exploration costs	1,542	-	17,042
NET LOSS FROM OPERATIONS	$ (29,105)	$ (48,476)	$ (178,596)
General and administrative	21,880	29,105	181,794
NET LOSS	$ (23,422)	$ (29,105)	$ (202,018)
NET LOSS PER COMMON SHARE
Basic and diluted	$ (0.00)	$ (0.00)
AVERAGE OUTSTANDING SHARES
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic	113,310,000	113,310,000
Basic and diluted	113,310,000	113,310,000

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

-27-

MACKENZIE TAYLOR MINERALS INC.

(Pre-Exploration Stage Company)

STATEMENT OF ~~CHANGES IN~~ STOCKHOLDERS' DEFICIENCY

Period January 23, 2006 (date of inception) to October 31, ~~2009~~2010

	Common Shares	Stock Amount	Capital in Excess of Par Value	Accumulated Deficit	Total
Balance January 23, 2006	-	$ -	$ -	$ -	$ -
Issuance of common shares for cash	90,000,000	90,000	(87,000)	-	3,000
Net operating loss for the nine months ended October 31, 2006	-	-	-	(16,608)
Net operating loss for the nine months Ended October 31, 2006	-	-	-	(16,608)	(16,608)
Issuance of common shares for cash	23,310,000	23,310	15,540	-	38,850
Net operating loss for the year ended October 31, 2007	-	-	-	(84,407)	(84,407)
Net operating loss for the year ended October 31, 2008	-	-	-	(48,476)	(48,476)
Net operating loss for the year ended October 31, 2009	-	-	-	(29,105)	(29,105)
Balance as at October 31, 2009	113,310,000	$ 113,310	$ (71,460)	$ (178,596)
Net loss for the year ended October 31, 2010	-	-	-	(23,422)	(23,422)
Capital contributions – expenses	-	-	7,200	-	7,200
Balance as at October 21, 2010	113,310,000	$ 113,310	$ (64,260)	$ (202,018)	$(152,968)

The accompanying notes are an integral part of these financial statements

-28-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

Statement of Cash Flows

For the years ended October 31, ~~2009~~2010 and ~~2008and~~2009 and for the period from January 23, 2006 (date of inception) to October 31, ~~2009~~2010

	October 31, 2009	October 31, 2008	January 23, 2006 (date of inception) to October 31, 2009
	October 31, 2010	October 31, 2009	January 23, 2006 (date of inception) to October 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2923,~~105~~422)	$ (4829,~~476~~105)	$ (~~178~~202,~~596~~018)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile Net Loss to Net Cash (Used) in Operating Activities:
Increase in prepaid expenses	-	1,500	-
Impairment loss on mineral claim	-	-	3,182
Changes in accounts payable	7,182	7,364	25,199
Capital contributions – expenses paid by Officers	7,200	-	7,200
Net Cash Provided (Used) in Operations	(21,923)	(39,612)	(153,397)
Changes in accounts payable	1,700	7,182	26,899
CASH FLOWS FROM INVESTING ACTIVITIES:	-	-	-
Net Cash (Used) in Operating Activities	(14,522)	(21,923)	(164,737)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of mineral claim	-	-	(3,182)
Net Cash (Used) in Investing Activities	-	-	(3,182)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from related party	23,749	33,288	116,629
Advances from related parties	10,314	23,749	126,943
Proceeds from issuance of common stock	-	-	41,850
	23,749	33,288	158,479
	10,314	23,749	168,793
Net Increase (Decrease) in Cash	1(4,~~826~~208)	(61,~~324)~~826	~~5,082~~874
Cash at Beginning of Year	35,~~256~~082	93,~~580~~256	-
CASH AT END OF YEAR	$ ~~5,082~~874	$ 35,~~256~~082	$ ~~5,082~~874

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES

Capital contributions – expenses paid by Officers	$ 7,200	$ -	$ 7,200

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

-29-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, ~~2009~~2010

1. ORGANIZATION

The Company, Mackenzie Taylor Minerals Inc. was incorporated under the laws of the State of Nevada on January 23, 2006 with the authorized capital stock of 200,000,000 shares at $0.001 par value. On June 11, 2008, the shareholders approved the increase of the authorized share capital from 200,000,000 shares at $0.001 par value to 500,000,000 shares at $0.001 par value.

The Company was organized for the purpose of acquiring and developing mineral properties. At the report date mineral claims, with unknown reserves, had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the pre-exploration stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting ~~Methods~~ Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidulutive and then ~~only~~ the basic and diluted per share amounts are ~~shown in~~ the ~~report~~same.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against ~~deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.~~

-30-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, ~~2009~~2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes - Continued

~~On October~~deferred ~~31,~~tax ~~2009,~~assets ~~the~~is ~~Company had a net operating loss carry forward of $178~~recorded,~~596 for~~ ~~income~~when ~~tax~~it ~~purposes. The~~is ~~tax~~more ~~benefit~~likely ofthan ~~approximately $53~~not,~~500 from~~ ~~the~~that ~~loss~~such ~~carry forward has been fully offset by a valuation reserve because the future~~ tax ~~benefit~~benefits ~~is undeterminable since the Company is unable to establish a predictable projection of operating profits for future years. The losses~~ will ~~expire~~not inbe ~~2030~~realized.

Foreign Currency Translations

Year Ending	Estimated NOL Carry-Forward	NOL Expires	Estimated Tax Benefit from NOL	Valuation Allowance	Net Tax Benefit

2006	$ 16,608	2026	$ 4,982	$ (4,982)	$ -

2007	84,407	2027	25,322	(25,322)	-

2008	48,476	2028	14,543	(14,543)	-

2009	29,105	2029	8,732	(8,732)	-

2010	23,422	2030	7,026	(7,026)	-

	$ 202,018		$ 60,605	$ (60,605)	$ -

~~Part~~The ~~of the~~total ~~transactions~~valuation ofallowance ~~the~~as ~~Company~~of ~~were~~October ~~completed~~31, in2010 ~~Canadian~~was ~~dollars and have been translated to US dollars as incurred~~$60,605 atwhich ~~the~~increased ~~exchange~~by ~~rate in effect at the time~~$7,026 ~~and~~for ~~therefore, no gain or loss from~~ the ~~translation~~reported ~~is recognized~~period. ~~The functional currency is considered to be US dollars.~~

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

(i)	Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

(ii)	Non-Monetary items including equity are recorded at the historical rate of exchange; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

Revenue Recognition

Revenue is ~~recognized~~from on the sale ~~and~~of ~~delivery~~minerals ofwill be recognized when a ~~product~~contract oris ~~the~~in ~~completion~~place ofand ~~a service~~minerals ~~provided~~are delivered to the customer.

-31-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Mineral claim acquisition and exploration costs

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

~~-31-~~Reclassification

Certain prior period amounts have been reclassified to conform with the current period’s financial statement presentation.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

-32-

MACKENZIE TAYLOR MINERALS INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, ~~2009~~2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Unproven Mining Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. AQUISITION OF MINERAL CLAIM

The Company acquired three mineral claims, known as the Gold Charms Two, situated in British Columbia, with an expiration date of December 2, ~~2010~~2011. The claims ~~may~~were be extended ~~yearly~~during by the ~~payment~~current ofyear ~~$184~~with ~~Cdn~~a ~~(US~~payment ~~$167) or the completion~~ of ~~work on the property of~~ $~~184 Cdn~~1,542. ~~($167) plus a filing fee.~~ On the date of this report the Company had not established the existence of a commercially minable ore deposit on the claims.

The acquisition costs have been impaired and expensed because there has been no exploration activity nor has there been any reserve established and we cannot currently project any future cash flows or salvage value.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

Officers-directors and their ~~family~~families have acquired 79% of the common stock issued, ~~and~~ have made no interest, demand ~~loans~~advances to the Company of $~~116~~126,~~629~~943, and have made contributions to capital of $7,200 in the form of expenses paid for the Company.

Officers-directors are compensated for their services in the amount of a total $3,000 per month starting October 1, 2006. On May 1, 2008, one of the directors declined to receive further management fees and therefore the monthly management fees were reduced by $2,000.

5. CAPITAL STOCK

During 2006, the Company completed a private placement of 90,000,000 post split common shares for $3,000 to its directors. In July 2007, the Company completed a private placement of 23,310,000 post split common shares for $38,850.

On June 11, 2008, the shareholders of the Company approved a 30 to 1 forward stock split which became effective on that date, resulting in an increase of the outstanding shares of common stock from 3,777,000 to 113,310,000. The 113,310,000 post split common shares are shown as split from the date of inception.

6.	GOING CONCERN

The Company will need additional working capital to service its debt and tofor ~~develop~~its ~~the~~intended ~~mineral~~purpose ~~claims~~of ~~acquired~~acquiring another mineral claim, which raises substantial doubt about its ability to continue as a going concern. ~~Continuation~~Management’s ofstrategy ~~the~~to ~~Company~~continue as a going concern isincludes ~~dependent~~receiving ~~upon obtaining~~ additional working capital ~~and~~from ~~the~~its ~~management~~President, ofTerry ~~the~~Stimpson ~~Company~~or ~~has~~its ~~developed~~Chief aFinancial ~~strategy~~Officer, ~~which~~Kendall itO’Leary, ~~believes~~and ~~will~~obtaining ~~accomplish this objective through~~ additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

-3233-

Filing Compare · Mackenzie Taylor Minerals Inc.