UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~2011~~2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from May 1, ~~2010~~2011 to April 30, ~~2011~~2012

Commission File Number: 333-135980

NILAM RESOURCES INC.

(Exact name of registrant as specified in its charter)

Nevada

98-0487414

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

1480 Benevides Street, Sixth Floor "B"

Miraflores, Lima 18, Peru

Issuer’s telephone number, including area code 1-604-639-6250

_______________

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.[x]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]

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

Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at ~~December~~July 3123, ~~2009~~2012 (computed by reference to the latest price at which the common equity was sold $0.1107: $43,~~087~~924,~~685~~364.6915.

Number of common shares outstanding at 3756,~~160~~062,~~779~~345 as of ~~October~~June 2326, ~~2009~~2012.

TABLE OF CONTENTS PART I 1 Item 1. Description of Business 2 Item 1A. Risk Factors 32 Item 1B. Unresolved Staff Comments 32 Item 2. Description of Property 2 Item 3. Legal Proceedings 64 Item 4. Submission of Matters to a Vote of Security Holders 64 PART II 74 Item 5. Market for Common Equity and Related Stockholder Matters 74 Item 6. Selected Financial Data 75 Item 7. Management's Discussion and Analysis and Results of Operation 75 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 86 Item 8. Financial Statements and Supplementary Data 96 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 2932 Item 9A. Controls and Procedures 2932 Item 9A(T). Controls and Procedures 2932 Item 9B. Other Information 3133 PART III 3234 Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 3234 Item 11. Executive Compensation 3334 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 3335 Item 13. Certain Relationships, Related Transactions and Director Independence 3335 Item 14. Principal Accountant Fees and Services 3537 PART IV 3637 Item 15. Exhibits and Financial Statement Schedules ~~36 Exhibits 36~~37

PART I

Item 1. Description of Business

Nilam Resources, Inc. is an exploration stage mining company that is engaged in the acquisition and exploration of mineral properties with the objective of exploiting any mineral deposits the company discovers. The Company owns ~~three (3)~~ properties in Peru ~~respectively named the El Baron, Llipa Projects (collectively the “Peruvian claims”) and Linderos Properties~~. The Company has formed a wholly owned Peruvian subsidiary to hold title to these claims and any other claims which the company may acquire in the future. There is no assurance that a commercially viable mineral deposits exist on any of the properties.

Mineral property exploration is typically conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. Although the Company has some geological information on the ~~El Baron and~~ Llipa properties, the Company has not yet commenced systematic exploration on those claims. Once an exploration phase is completed, the Company will decide as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our directors will make this decision based upon the recommendations of the geologists who oversee the exploration programs and records the results.

Our plan of operation is to conduct exploration work on the Peruvian claims in order to ascertain whether they host economic quantities of copper, gold, or other metals. There can be no assurance that an economic mineral deposit exists on the Peruvian properties until appropriate exploration work has been completed.

Even if the company completes its proposed exploration programs on the Peruvian properties, and the company is successful in identifying a mineral deposit, the Company will have to spend substantial funds on further drilling and engineering studies before the company will know if the deposit is commercially viable.

The Company is actively seeking additional mineral properties, and it is continually evaluating other opportunities in South and Central America. The Company can make no assurances that it will be able to successfully locate any properties for acquisition. In addition, the company cannot make any assurance that it will be able to locate a property, that it will be able to fund its acquisition.

Research and Development Expenditures

The Company has not incurred any research or development expenditures since our incorporation other than those incurred during in our development program on the Lucky Strike claim.

Subsidiaries

On or about November 23, 2007 the Company established, Nilam Resources Peru SA, a wholly owned subsidiary. The purpose of the new subsidiary is to hold the Company’s Peruvian properties and to carry on such business in Peru as is necessary to maintain, explore and develop the Company’s properties. Nilam Resources Peru SA, holds the Company’s material asset consisting of its rights in respect of the Llipa, ~~El Baron and Linderos~~ properties.

Patents and Trademarks

The Company does not own, either legally or beneficially, any patents or trademarks.

1Reports to Security Holders

~~Reports~~Although the company is not required to ~~Security~~deliver ~~Holders~~a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. The Company undertook to file reports with the U.S. Securities and Exchange Commission when our registration statement on Form SB-2 was declared effective.

Although the company is not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. The Company undertook to file reports with the U.S. Securities and Exchange Commission when our registration statement on Form SB-2 was declared effective.1

Item 1A. Risk Factors

Inherent Risks in Our Business and the Mining Industry

The search for valuable minerals as a business involves substantial risks. The likelihood of our success and success in the mining industry must be considered in light of the substantial risks, problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that the Company plans to undertake. These potential problems include, but are not limited to, the inherent speculative nature of exploration of mining properties, numerous hazards including pollution, cave-ins and other hazards against which the company cannot, or may elect not to, insure, burdensome government regulations and other legal uncertainties, market fluctuations relating to the minerals and metals which we seek to exploit, other unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Compliance with Government Regulation

The Company will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Peru.

The Company will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserves at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If the Company enters into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will be required.

- Water discharge will have to meet water standards; - Dust generation may have to be minimal or otherwise re-mediated; - Dumping of material on the surface may have to be re-contoured and re-vegetated; - An assessment of all material to be left on the surface will need to be environmentally benign; - Ground water will have to be monitored for any potential contaminants; - The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and - There will likely have to be an impact report of the work on the local fauna and flora.·

2Water discharge will have to meet water standards;

~~Item 1B. Unresolved Staff Comments~~·

~~None.~~Dust generation may have to be minimal or otherwise re-mediated;

~~Item 2. Description of Properties~~·

~~Mining~~Dumping ~~Claims~~of –material ~~Description,~~on ~~Location,~~the ~~Access~~surface may have to be re-contoured and ~~Mineralization~~re-vegetated;

~~Lucky Strike Property – British Columbia, Canada~~·

InAn ~~2006,~~assessment ~~the Company acquired a one hundred percent (100%) undivided right, title, and interest in one (1) mineral claim located in the Similkameen Region~~ of ~~British~~all ~~Columbia,~~material ~~Canada~~to ~~for~~be ~~$3,000.00. The~~left ~~Company hired qualified consultants and engineers who completed two (2) phases of exploration~~ on the ~~property. Test~~surface ~~results~~will ~~revealed~~need ~~that it was unlikely that the Lucky Strike claim contained economically viable mineralization. For that reason, the Company did not renew its rights~~ to ~~that~~be ~~claim~~environmentally ~~and it expired March 13, 2008.~~benign;

~~Llipa Claim - Peru~~·

OnGround ~~November~~water ~~28,~~will ~~2007,~~have ~~the Company acquired the Llipa mineral concessions at a cost of $100,000 from MRC1 Explorations, ERIL. The title~~ to ~~the~~be ~~Llipa~~monitored ~~claim~~for ~~was~~any ~~transferred~~potential ~~to the Company’s wholly owned subsidiary, Nilam Resources Peru, SA.~~contaminants;

The cash paid to the seller, MRC1 Explorations, EIRL, was raised by the sale of restricted equity securities to unrelated parties in reliance upon Regulation S under the Securities Act of 1933, as amended. MRC1 Explorations, EIRL, the seller of the Llipa property, is not a related party.·

The ~~Llipa~~socio-economic ~~Project~~impact isof ~~located in~~ the ~~Llipa~~project ~~District,~~will ~~Ocros~~have ~~Province,~~to ~~Ancash~~be ~~Department~~evaluated ~~approximately~~and ~~380~~if ~~kilometers~~deemed ~~northeast of Lima~~negative, ~~Peru~~will byhave ~~paved~~to ~~and~~be ~~gravel roads. The property is located within the following coordinates, UTM~~re-mediated; and

~~E 254,000, N 8’853,000~~·

EThere ~~257,000,~~will Nlikely ~~8’855,000~~have to be an impact report of the work on the local fauna and flora.

~~The~~Item ~~property has access to water for both human consumption and mining operations~~1B. ~~Further,~~ ~~the~~Unresolved ~~nearby~~Staff Quebrada Shinbacoca waters could provide a source for hydroelectric power generation. Llipa Project property has been in production from 1988 to 1992 by Compania Minera Millotingo which have produced approximately 1 million tons of copper ore with gold as by product. Production was abandoned for social reasons.Comments

3The Company does not have any unresolved staff comments.

~~Claim~~Item ~~details~~2. ~~are~~Description asof ~~follows;~~Properties

Claim Name	Hectare	Code
La Mina Prospera	133.86	01-00909-04
La Prospera XXI	1000.0	01-03944-06
TOTAL	1133.86

Mining Claims - Description, Location, Access and Mineralization

~~History of~~ Llipa Claim - Peru

The Llipa property was previously owned by the Milliotingo Mining Company, a Peruvian corporation, which was controlled by the Sacarias family. The mine was operated from approximately 1988 to 1992. The Llipa mine, like most others in that region, was closed in 1992 due to a combination of market forces and social reasons. During the early 1990’s, the Túpac Amaru Revolutionary Movement, a left-wing anti-government guerrilla rebel group, (herein “terrorists”) were over running the country of Peru. This civil unrest was occurring at the same time that international prices for precious metals were rapidly declining. It was common practice in the Ancash mining region for the terrorists to cut the power lines, invade the mining camps and steal the explosives for their rebellion. In some cases, those that resisted the invasion were killed. In the Gran Britanica Mine, located in the same region as the Llipa property, the terrorists executed the senior management of that mining company when they attempted to stop them.2

~~During~~On ~~this~~November ~~time~~28, ~~of social unrest~~2007, the ~~labor~~Company ~~unions~~acquired in the ~~area~~Llipa ~~became~~mineral ~~increasingly~~concessions ~~difficult~~at toa ~~negotiate~~cost ~~with~~of ~~because~~$100,000 ~~the~~from ~~unions~~MRC1 ~~were demanding higher wages~~Explorations, ~~dramatically increased security and the implementation of expensive safety procedures~~ERIL. ~~Ultimately,~~ The ~~the~~title ~~Sacarias family was forced~~ to ~~close~~ the Llipa ~~mine~~claim ~~due~~was transferred to the ~~increased~~Company’s ~~costs~~wholly ofowned ~~Union demands~~subsidiary, ~~falling~~Nilam ~~metal~~Resources ~~prices~~Peru, ~~safety concerns and to avoid the risk of terrorist invasion~~SA.

The ~~terrorist~~cash ~~activity~~paid into the ~~country~~seller, ~~ended~~MRC1 ~~rather~~Explorations, inEIRL, ~~1997~~was ~~after~~raised by the ~~internationally~~sale ~~publicized~~of ~~incident~~restricted ~~where~~equity ~~the~~securities ~~terrorists~~to ~~held~~unrelated 72parties ~~people hostage~~ in ~~the~~reliance ~~Japanese~~upon ~~Embassy~~Regulation inS ~~Lima,~~under ~~Peru~~the ~~for~~Securities ~~126~~Act ~~days. Ultimately~~of 1933, ~~military~~as ~~commandos~~amended. MRC1 ~~stormed~~Explorations, ~~the~~EIRL, ~~embassy and ended~~ the ~~standoff. Most~~seller of the ~~rebel~~Llipa ~~forces~~property, ~~were~~is ~~killed~~not ora ~~imprisoned~~related ~~after that event~~party.

~~Today,~~The ~~the~~Llipa ~~international~~Project ~~community~~is ~~considers~~located ~~Peru~~in athe ~~stable~~Llipa ~~country~~District, ~~with~~Ocros ~~a robust economy. According to a Wall Street Article~~Province, ~~“Leftist~~Ancash ~~Win~~Department inapproximately ~~Peru~~380 ~~Revives~~kilometers ~~Market~~northeast ~~Debate,”~~of ~~from 2005 to 2010~~Lima, Peru’s ~~per~~by ~~capita~~paved ~~gross~~and ~~rose~~gravel ~~82%, to about $5,200~~roads. The ~~country~~property ~~had~~is ~~also~~located ~~reduced~~within ~~its poverty rate by one-half from 60% to 30% over~~ the ~~past~~following ~~decade. Moffet~~coordinates, ~~Matt, Wall Street Journal, “Leftist Win in Peru Revives Market Debate, “ June 7, 2011.~~UTM;

~~Additionally,~~E ~~the United States Congress ratified the US-Peru Trade Promotion Agreement in December of 2007. The Company’s management believes that Peru’s unique history~~254, ~~combined with the surging prices for gold~~000, ~~silver~~N ~~and copper creates a unique business opportunity for the Company and investors.~~8’853,000

AE ~~recent estimate calculated over 1~~257,000,~~000~~ ~~metric~~N tons of tailings on the Llipa property and the Company is studying the economic viability of the recovery and treatment of those tailings. The Company can provide no assurance that it will discover economic mineralization on the property8’855, ~~or if such minerals are discovered, that it will enter into commercial production.~~000

ElThe ~~Baron~~property ~~Claim~~has -access ~~Peru~~to water for both human consumption and mining operations. Further, the nearby Quebrada Shinbacoca waters could provide a source for hydroelectric power generation. Llipa Project property has been in production from 1988 to 1992 by Compania Minera Millotingo which have produced approximately 1 million tons of copper ore with gold as by product. Production was abandoned for social reasons.History of Llipa Claim.

OnThe orLlipa ~~about~~property ~~December~~was ~~10,~~previously ~~2007,~~owned by the Milliotingo Mining Company’s, ~~wholly~~a ~~owned~~Peruvian ~~subsidiary~~corporation, ~~Nilam~~which ~~Resources~~was ~~Peru~~controlled by the Sacarias family. The mine was operated from approximately 1988 to 1992. The Llipa mine, SAlike most others in that region, ~~acquired~~was closed in 1992 due to a combination of market forces and social reasons. During the Elearly ~~Baron~~1990’s, ~~property~~the Túpac Amaru Revolutionary Movement, a left-wing anti-government guerrilla rebel group, (~~aka~~herein “~~El Baron~~terrorists”)~~. The~~ Elwere ~~Baron~~over ~~claim~~running the country of Peru. This civil unrest was ~~staked~~occurring byat Mrthe same time that international prices for precious metals were rapidly declining. It ~~Len~~was ~~DeMelt~~common practice in the Ancash mining region for the terrorists to cut the power lines, invade the ~~former~~mining ~~Chairman~~camps ofand steal the ~~Board~~explosives offor ~~Directors~~their ofrebellion. In some cases, those that resisted the ~~Company~~invasion were killed. ~~Mr.~~ In ~~DeMelt~~the ~~transferred~~Gran Britanica Mine, located in the ~~claim~~same toregion as the ~~Company~~Llipa ~~for~~property, nothe ~~consideration~~terrorists executed the senior management of that mining company when they attempted to stop them.

4During this time of social unrest, the labor unions in the area became increasingly difficult to negotiate with because the unions were demanding higher wages, dramatically increased security and the implementation of expensive safety procedures. Ultimately, the Sacarias family was forced to close the Llipa mine due to the increased costs of Union demands, falling metal prices, safety concerns and to avoid the risk of terrorist invasion.

~~The~~Claim Eldetails ~~Baron~~are ~~property~~as is located in the San Mateo District, Huarochiri Province, Lima Department, approximately 250 kilometer east-north-east of Lima, Peru. The property is located in the historical Central mining district along the main access road leading to Cerro de Pasco, a proven gold, silver, copper deposit and the Doe Run smelter located in the town of La Oroya.follows:

Claim details are as follows;


Claim Name	Hectare	Code
La Mina Prospera	133.86	01-00909-04
La Prospera XXI	1000.0	01-03944-06
TOTAL	1133.86

Claim Name	Hectare	Code
El Baron	300	01-05511-07
TOTAL	300

The terrorist activity in the country ended rather in 1997 after the internationally publicized incident where the terrorists held 72 people hostage in the Japanese Embassy in Lima, Peru for 126 days. Ultimately, military commandos stormed the embassy and ended the standoff. Most of the rebel forces were killed or imprisoned after that event.

No prior geological evaluations have been conducted on the El Baron claim. The Company intends to soon begin prospecting, geological mapping, and collecting grab samples and hand trenching. Prospecting is the process of evaluating the property by analyzing rocks on the property’s surface with a view to discovering indications of potential mineralization. Geological mapping consists of gathering chip samples and grab samples from areas on the property with the most potential to host economically significant mineralization. Grab samples are soil samples or pieces of rock that appear to contain precious metals such as gold, or industrial metals such as copper. All samples gathered are sent to a laboratory where they are crushed and analyzed for metal content. Trenching typically involves removing surface dirt and rock and gathering rock and soil samples from below the property’s surface in areas with the most potential to host economically significant mineralization.3

Today, the international community considers Peru a stable country with a robust economy. According to a Wall Street Article, “Leftist Win in Peru Revives Market Debate,” from 2005 to 2010, Peru’s per capita gross rose 82%, to about $5,200. The ~~Company~~country ~~can~~had ~~provide~~also noreduced ~~assurance~~its ~~that~~poverty itrate ~~will~~by ~~discover~~one-half ~~economic~~from ~~mineralization~~60% onto 30% over the ~~property~~past decade. Moffet, orMatt, ifWall ~~such~~Street ~~minerals~~Journal, ~~are~~“Leftist ~~discovered,~~Win ~~that~~in itPeru ~~will~~Revives ~~enter~~Market ~~into~~Debate, ~~commercial~~“June ~~production~~7, 2011.

~~Pativilca~~Additionally, ~~Claim~~the United States Congress ratified the US-Peru Trade Promotion Agreement in December of 2007. The Company’s management believes that Peru’s unique history, combined with the surging prices for gold, silver and copper creates a unique business opportunity for the Company and investors.

~~On January 13, 2008 the Company’s wholly owned subsidiary, Nilam Resources Peru SA, entered into a letter of intent with MC1 Exploration EIRL to purchase the~~ Pativilca ~~property. Under~~Claim ~~the~~- terms of that agreement, the Company agreed to purchase the Pativilca property and the gold production plant on the property for $1,500,000 to be paid as follows: $250,000 at the signing of the transference of the deed(s) of mining concessions; $500,000 four months from the date of transference of the public deed(s); and $750,000 ten months from the transference of the public deed(s). Additionally, the Company agreed to grant MRC1 Exploration a three percent royalty from mineral production. The Company made a $10,000 deposit toward the purchase price.Peru

~~The~~On ~~Pativilca~~January ~~property~~13, ~~(also~~2008 ~~known~~the asCompany’s ~~“Baco~~wholly ~~project”)~~owned issubsidiary, ~~located~~Nilam inResources ~~the~~Peru ~~last~~SA, ~~western~~entered ~~reinforcement~~into a letter of intent with MC1 Exploration EIRL to purchase the ~~western~~Pativilca ofproperty. Under ~~central~~the ~~Andes~~terms of ~~Peru~~that agreement, ~~about~~the ~~235~~Company ~~kilometers~~agreed ~~NNW~~to ofpurchase ~~Lima. The~~the Pativilca property ~~consisted~~and ofthe 6gold ~~mining~~production ~~concessions~~plant ~~that~~on ~~were~~the aproperty ~~total~~for ~~of 2~~$1,~~100~~500,000 ~~hectares. The~~to ~~Baco~~be ~~project~~paid ~~included~~as afollows: ~~fully~~$250,000 ~~functioning~~at ~~gold~~the ~~production~~signing ~~operation~~of ~~with~~the ~~cyanidation~~transference ~~plant~~of ~~capable~~the deed(s) of 50mining ~~tons~~concessions; $500,000 four months from the date of ~~ore~~transference ~~per~~of ~~day. The~~the ~~Company~~public ~~was~~deed(s); inand $750,000 ten months from the ~~process~~transference of ~~applying~~the ~~for~~public deed(s). Additionally, the ~~necessary~~Company ~~water~~agreed ~~usage~~to ~~and~~grant ~~explosive~~MRC1 ~~permits~~Exploration ~~but~~a ~~has~~three ~~since~~percent ~~stopped~~royalty ~~that~~from ~~process~~mineral production. The Company made a $10,000 deposit toward the purchase price.

~~Due~~The toPativilca ~~the~~property ~~recent~~(also ~~instability~~known ofas ~~the~~“Baco ~~global~~project”) ~~capital~~is ~~markets,~~located in the ~~Company’s~~last ~~finance~~western ~~team~~reinforcement ~~was~~of ~~unable to raise~~ the ~~capital~~western ~~necessary~~of tocentral ~~complete~~Andes ~~the acquisition~~ of ~~the~~Peru, ~~Pativilca~~about ~~property. In~~235 ~~early~~kilometers ~~June~~NNW of ~~2008,~~Lima. The ~~MRC1~~property ~~Exploration,~~consisted ~~EIRL,~~of ~~the~~6 ~~seller~~mining ofconcessions that ~~property,~~were ~~revoked~~a ~~the~~total ~~offer~~of to2,100 ~~sell~~hectares. The ~~and~~Baco ~~declared~~project ~~the~~included ~~January~~a ~~13,~~fully ~~2008~~functioning ~~Letter~~gold ofproduction ~~Intent~~operation ~~null~~with ~~and~~cyanidation ~~void. The~~plant ~~seller~~capable ~~has~~of ~~refused~~50 totons ~~refund~~of ~~the~~ore ~~initial~~per ~~deposit~~day. The ~~seller~~Company ~~has~~was ~~indicated~~in ~~that~~the ~~they~~process ~~may~~of beapplying ~~open~~for ~~to further negotiations should~~ the ~~Company~~necessary ~~raise~~water ~~the~~usage ~~capital~~and ~~adequate~~explosive topermits ~~acquire~~but ~~and~~has ~~operate~~since ~~the~~stopped ~~property~~that process.

5Due to the recent instability of the global capital markets, the Company’s finance team was unable to raise the capital necessary to complete the acquisition of the Pativilca property. In early June of 2008, MRC1 Exploration, EIRL, the seller of that property, revoked the offer to sell and declared the January 13, 2008 Letter of Intent null and void. The seller has refused to refund the initial deposit. The seller has indicated that they may be open to further negotiations should the Company raise the capital adequate to acquire and operate the property.

~~Linderos~~Item ~~Property~~3. Legal Proceedings

OnThe ~~February~~company ~~10,~~has ~~2009,~~no ~~the~~current ~~Company,~~legal ~~through its wholly owed Peruvian subsidiary, acquired the right, title and interest in and to Linderos mining concessions, Peru~~proceedings. ~~In consideration for the property, the Company issued 20,000,000 of it common shares.~~

~~The~~Item ~~property~~4. isSubmission aof ~~subject~~Matters to a 1%Vote ~~net smelter royalty. During the year ending April 30, 2011, the company was unable to allocate any economic values beyond the proven and probable reserves. In addition, the Company has no intention~~ of ~~pursuing~~Security ~~the development of these properties. Therefore, the property is considered to be impaired.~~Holders

~~Item 3~~None. ~~Legal Proceedings~~

~~The~~PART ~~company has no current legal proceedings.~~II

~~Stephen~~Market A. Zrenda, JR, P.C., the Plaintiff, filed an action against Nilam Resources, Inc. on October, 16, 2009 in the DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA alleging there is an amount due of $24,803.50. The Plaintiff seeks the amount due plus the cost of litigation or approximately $40,000.00. The Company filed an answer denying the total amount due because the plaintiff did not provide a detailed invoice of the fees due. In addition, the Company asserts the Plaintiff overcharged the company by the amount due, and the Company had to hire another law firm to resolve the discrepancies made by the Plaintiff.Information

OnThere ~~February~~is 2,a ~~2010,~~limited ~~both~~public market for our common shares. Our common shares are quoted for trading on the ~~Plaintiff~~OTC ~~and~~Bulletin Board under the ~~Company~~symbol ~~settled~~“NILA.” The market for our stock is highly volatile. We cannot assure you that there will be a market in the ~~case,~~future ~~and~~for our common stock. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the ~~case~~financial ~~was~~and ~~dismissed~~other ~~with~~listing ~~prejudice~~requirements onof ~~February~~a 3,regional ~~2010~~or national stock exchange.

~~Item~~ 4~~. Submission of Matters to a Vote of Security Holders~~

~~None.~~Dividend Policy

6We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

~~PART~~Recent IIPurchases of Equity Securities by us and our Affiliated Purchases

~~Item~~We ~~5. Market~~have ~~Registrant’s~~not ~~Common~~repurchased ~~Equity,~~any ~~Related~~of ~~Stockholder~~our ~~Matters~~common stock and ~~Issuer~~have ~~Purchases~~not publicly announced repurchase plans or programs as of ~~Equity~~April ~~Securities~~30, 2012.

~~Market~~Reverse ~~Information~~Split

~~There~~The isBoard aof ~~limited~~Directors ~~public~~of ~~market~~Nilam ~~for~~Resources, ~~our~~Inc. ~~common~~had ~~shares. Our~~determined that the number of common shares ~~are~~in ~~quoted~~the ~~for~~float ~~trading~~is onfar ~~the~~too ~~OTC~~large ~~Bulletin~~given ~~Board~~the ~~under~~size of the ~~symbol~~Company, ~~“NILA~~which caused our Common Stock being priced at pennies per share.” The ~~market~~low ~~for~~share ~~our~~price ~~stock~~has ishampered ~~highly~~the ~~volatile. We~~Company’s ~~cannot~~ability ~~assure~~to ~~you~~acquire new mineral properties, attract quality management and raise capital to develop our assets. For that ~~there~~reason, ~~will~~the beBoard of Directors and majority of our shareholders approved a ~~market~~one infor ~~the~~fifty ~~future~~(1 for ~~our~~50) ~~common~~reverse stock~~. OTC~~ ~~Bulletin~~split to reduce the number of shares of Common Stock outstanding to approximately 1,160,800 shares. The Board ~~stocks~~of ~~are~~Directors ~~traditionally~~is hopeful that the smaller ~~companies~~number ~~that~~of doshares ~~not~~outstanding ~~meet~~will help the ~~financial~~Company ~~and~~to ~~other~~develop ~~listing~~an ~~requirements~~improved oftrading amarket ~~regional~~and orelevate ~~national~~the ~~stock~~image ~~exchange~~of our Company.

~~Dividend~~Related ~~Policy~~Stockholder Matters

~~We have not declared or paid any cash dividends since inception~~None. ~~We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.~~

~~Recent~~Item ~~Purchases~~6. ofSelected ~~Equity~~Financial ~~Securities by us and our Affiliated Purchases~~Data

~~We have not repurchased any of our common stock and have not publicly announced repurchase plans or programs as of April 30, 2011~~None.

~~Reverse~~Item ~~Split~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The~~We ~~Board~~are ofan ~~Directors~~exploration ofstage ~~Nilam~~company ~~Resources,~~with ~~Inc.~~limited ~~had~~operations ~~determined~~and ~~that~~no ~~the~~revenue ~~number~~from ofour ~~common~~business ~~shares~~operations. This inmeans ~~the~~there ~~float~~ is ~~far~~substantial ~~too~~doubt ~~large~~that ~~given~~we ~~the~~can ~~size~~continue ofas ~~the~~an ~~Company,~~on ~~which~~going ~~caused~~business ~~our~~for ~~Common Stock being priced at pennies per share. The low share price has hampered~~ the ~~Company’s~~next ~~ability~~twelve tomonths ~~acquire~~unless ~~new~~we ~~mineral~~obtain ~~properties,~~additional ~~attract~~financing ~~quality management and raise capital~~ to ~~develop~~fund our ~~assets~~operations. ~~For~~ Our ~~that~~only ~~reason,~~source ~~the Board~~ of ~~Directors~~cash ~~and~~at ~~majority~~this oftime ~~our shareholders approved a one for fifty (1 for 50) reverse stock split to reduce the number of shares of Common Stock outstanding to approximately 1,160,800 shares. The Board of Directors~~ is ~~hopeful~~investments ~~that~~by ~~the~~others ~~smaller~~in ~~number of shares outstanding will help the Company to develop an improved trading market and elevate the image of~~ our ~~Company~~company.

~~Related~~Results ~~Stockholder~~of ~~Matters~~Operations

~~None.~~Lack of Revenues

~~Item~~We 6have not earned any revenues and have sustained operational losses since inception from July 11, 2005 to April 30, 2012. ~~Selected~~ We ~~Financial~~anticipate ~~Data~~that we will not earn any revenues during the current fiscal year or in the foreseeable future, as we plan to undertake the exploration of our mineral properties. We may not generate significant revenues even if our future exploration program indicates that mineral deposits may exist on our mineral claims. We anticipate that we will incur substantial losses over the next year, and our ability to earn any revenues at this time continues to be uncertain.

~~None.~~Expenses

~~Item~~Our 7total expenses from operations since inception from July 11, 2005 to April 30, 2012 were $9,193,047. ~~Management’s~~ The ~~Discussion~~total ~~and~~expenses ~~Analysis~~from ofoperations ~~Financial~~increased ~~Condition~~by $355,324 to $524,875 for the year ended April 30, 2012 from $169,641 for the year ended April 30, 2011. The increase in operating expenses was mainly due to increased consulting fees and ~~Results~~an impairment of ~~Operations~~mineral properties of $100,000.

We are an exploration stage company with limited operations and no revenue from our business operations. This means there is substantial doubt that we can continue as an on going business for the next twelve months unless we obtain additional financing to fund our operations. Our only source of cash at this time is investments by others in our company.5

7Net Loss

~~Results~~As of ~~Operations~~April 30, 2012, we had an accumulated loss since inception of $9,990,684.00. In the year ended April 30, 2012, our net income increased to $919,720.00 from a net loss of $632,688.00 for the year ended April 30, 2011. The increase in income was due to the sale of mineral property interest.

~~Lack~~Going ~~of Revenues~~Concern

We have not ~~earned~~had ~~any~~profitable revenues ~~and have sustained operational losses since inception~~ from ~~July 11~~operations, ~~2005~~and ~~to April 30, 2011. We anticipate that~~ we ~~will~~are ~~not~~dependent ~~earn~~upon ~~any~~obtaining ~~revenues~~financing ~~during the current fiscal year or in the foreseeable future, as we plan~~ to ~~undertake~~pursue ~~the~~ exploration ~~of our mineral properties~~activities. We For ~~may~~these ~~not~~reasons, ~~generate significant revenues even if~~ our ~~future~~auditors ~~exploration~~stated ~~program~~in ~~indicates~~their ~~that~~report ~~mineral~~hat ~~deposits~~they ~~may~~have ~~exist~~substantial ondoubts ~~our mineral claims. We anticipate that~~ we will ~~incur~~be ~~substantial~~able ~~losses over the next year, and our ability~~ to ~~earn~~continue ~~any~~as ~~revenues~~a atgoing ~~this time continues to be uncertain~~concern.

~~Expenses~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~Our~~Not ~~total expenses from operations since inception from July 11, 2005 to April 30, 2011 were $1,668,172~~Applicable.00. The total expenses from operations decreased by $423,984 to $169,641 for the year ended April, 2011 from $593,625 for the year ended April 30, 2010. The increase in total operating expenses was mainly due to lower management cost.

~~Net~~Item ~~Loss~~8. Financial Statements and Supplementary Data

AsOur offiscal ~~April~~year ~~30,~~end ~~2011,~~is weApril ~~had an accumulated loss of $3,910,304~~30th.~~00. In~~ We ~~the~~will ~~year~~provide ~~ended~~audited ~~April~~financial ~~30,~~statements ~~2011,~~to our ~~net~~stockholders ~~loss~~on ~~decreased~~an ~~$632,688.00 from~~annual ~~$753,625~~basis.00 Our ~~for~~audited ~~the~~financial ~~year~~statements ~~ended~~as of April 30, ~~2010. The~~2012 ~~decrease~~follow inas ~~loss~~pages ~~was~~9 ~~due~~through ~~to lower management cost~~34.

~~Going Concern~~6

WeNILAM ~~have~~RESOURCES ~~not had profitable revenues from operations, and we are dependent upon obtaining financing to pursue exploration activities~~INC. ~~For these reasons, our auditors stated in their report hat they have substantial doubts we will be able to continue as a going concern.~~

~~Item~~(AN ~~7A. Quantitative~~EXPLORATION ~~and~~STAGE ~~Qualitative Disclosures about Market Risk.~~COMPANY)

~~Not~~CONSOLIDATED ~~Applicable.~~FINANCIAL STATEMENTS

~~Item~~April ~~8. Financial~~30, ~~Statements and Supplementary Data~~2012

~~Our~~(Stated ~~fiscal~~in ~~year~~US ~~end is April 30. We will provide audited financial statements to our stockholders on an annual basis. Our audited financial statements as of April 30, 2011 follow as pages 9 through 28.~~Dollars)

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

~~CONSOLIDATED~~CONTENTS ~~FINANCIAL STATEMENTS~~

April 30, 2011


PAGE	10	CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2012 AND APRIL 30, 2011.

PAGE	11	CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2012 AND 2011, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2012.

PAGE	12	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2012.

PAGE	13	CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2012 AND 2011, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2012.

PAGES	14-31	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(Stated in US Dollars)~~8

9REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~NILAM~~To ~~RESOURCES~~the ~~INC~~Board of Directors and Stockholders of Nilam Resources Inc. (An Exploration Stage Company):

~~(AN~~We ~~EXPLORATION~~have ~~STAGE~~audited ~~COMPANY~~the accompanying balance sheet of Nilam Resources Inc. (the “Company”) as at April 30, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. We have also audited the consolidated statement of operations, stockholders’ equity, and cash flows for the period from the date of inception on July 11, 2005 to April 30, 2012, except that we did not audit the financial statements for the period from inception on July 11, 2005 to April 30, 2007. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Company, is based on the report of those auditors. 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 audit.

~~CONTENTS~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's 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 also 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 and the report of the other auditors provide a reasonable basis for our opinion.

PAGE	12	CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2011 AND APRIL 30, 2010.
PAGE	13	CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2011 AND 2010, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2011.
PAGE	14	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2011.
PAGE	15	CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2011 AND 2010, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2011.
PAGES	17 - 28	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In our opinion, based on our audit and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at April 30, 2012 and 2011, and the results of its operations and its cash flows for the years then ended and for the period from the date of inception on July 11, 2005 to April 30, 2012 in conformity with generally accepted accounting principles in the United States of America.

10The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has not generated revenues since its inception, has incurred annual losses, and further losses are anticipated. The Company requires additional funds to meet its obligations and ongoing operations. Management's plans in this regard are described in Note 1. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~REPORT~~/s/ OFMNP ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~LLP

ToMNP ~~the Board of Directors and Stockholders of Nilam Resources Inc. (An Exploration Stage Company):~~LLP

WeJuly ~~have audited the accompanying consolidated balance sheets of Nilam Resources Inc. (“the Company”) as at April 30~~26, 2011 and 2010, the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. 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 audit.2012

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's 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 circumstancesVancouver, ~~but~~BC Chartered 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 also 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.Accountants

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at April 30, 2011 and 2010, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles in the United States of America.ACCOUNTING > CONSULTING > TAX

~~The~~2300 - ~~accompanying~~1055 ~~financial~~DUNSMUIR ~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1~~STREET, ~~the~~BOX ~~Company has not generated revenues since its inception~~49148, ~~has incurred annual losses~~VANCOUVER, ~~and~~BC V7X further losses are anticipated. The Company requires additional funds to meet its obligations and ongoing operations. Management’s plans in this regard are described in Note 1. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.1J1

~~/s/~~1.877.688.8408 P: ~~MNP~~604.685.8408 F: ~~LLP~~604.685.8594 mnp.com

~~MNP LLP, Chartered Accountants~~9

~~Vancouver,~~NILAM ~~BC,~~RESOURCES ~~Canada~~INC.

~~August~~(AN ~~12,~~EXPLORATION ~~2011~~STAGE COMPANY)

~~ACCOUNTING > CONSULTING > TAX~~CONSOLIDATED BALANCE SHEET

~~2300~~(STATED –IN ~~1055~~U.S. ~~DUNSMUIR~~DOLLARS) ~~STREET, BOX 49148, VANCOUVER, BC V7X 1J1~~

1.877.688.8408 P: 604.685.8408 F: 604.685.8594 mnp.ca


		April 30, 2012		April 30, 2011
ASSETS

CURRENT ASSETS
Cash	$	601	$	1,502
Short-term loan		5,520		-
Investments and deposits (Note 4)		548,439		-
		554,560		1,502
Mineral properties (Note 3)		-		100,000
TOTAL ASSETS	$	554,560	$	101,502


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	386,701	$	318,399
Share subscription liability (Note 5)		396,319		-
Due to related parties (Note 6)		26,496		26,496

TOTAL LIABILITIES		809,516		344,895

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-		-

Common stock, $0.001 par value, 345,000,000 shares authorized, 50,375,595 shares and 50,375,595 shares issued and outstanding, respectively (Note 5)		50,376		50,376

Additional paid in capital (Note 5)		10,620,858		10,616,535
Accumulated deficit during exploration stage		(9,990,584)		(10,910,304)
Accumulated other comprehensive income		(935,606)		-
Total stockholders’ deficit		(254,956)		(243,393)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	554,560	$	101,502

11Nature of Operations (Note 1)

~~NILAM~~Subsequent ~~RESOURCES~~Events ~~INC.~~(Note 12)

~~(AN~~Approved ~~EXPLORATION~~on ~~STAGE~~Behalf ~~COMPANY)~~of the Board:

~~CONSOLIDATED~~/s/ ~~BALANCE~~Shahin ~~SHEET~~Tabatabaei, Director

~~(STATED~~See INaccompanying ~~U.S.~~notes ~~DOLLARS)~~to consolidated financial statements.

	April 30, 2011			April 30, 2010
ASSETS
CURRENT ASSETS
Cash	$	1,502		$	-
		1,502			-
Mineral properties (Note 3)		100,000			100,000
TOTAL ASSETS	$	101,502		$	100,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	318,399		$	501,683
Due to related parties (Note 6)		16,158			16,158
Convertible debentures (Note 7)		-			19,382
Notes payable – related parties (Note 4)		10,338			10,338
TOTAL LIABILITIES		344,895			547,561
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 345,000,000 shares authorized, 50,375,595 shares and 37,160,779 shares issued and outstanding, respectively (Note 5)		50,376			37,161
Additional paid in capital (Note 5)		3,616,535			2,792,894
Accumulated deficit during exploration stage		(3,910,304	)		(3,277,616	)
Total stockholders’ deficit		(243,393	)		(447,561	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	101,502		$	100,000

~~See~~NILAM ~~accompanying~~RESOURCES ~~notes to financial statements~~INC.

~~Nature~~(AN ofEXPLORATION ~~Operations~~STAGE ~~(Note 1~~COMPANY)

~~Subsequent~~CONSOLIDATED ~~Events~~STATEMENTS ~~(Note~~OF 9)OPERATIONS

~~Approved~~(STATED onIN ~~Behalf~~U.S. ~~of the Board:~~DOLLARS)

/s/ Shahin Tabatabaei, Director


		For the Year Ended April 30, 2012		For the Year Ended April 30, 2011		For the Period From July 11, 2005 (Inception) to April 30, 2012
OPERATING EXPENSES
Accounting and auditing fees	$	22,640	$	25,064	$	155,759
Consulting fees		376,143		120,000		915,143
Exploration costs and expenses		-		-		59,555
General and administrative		8,680		13,659		70,793
Insurance		-		-		27,000
Investor relation		-		-		55,393
Listing and filing fees		3,840		3,060		19,708
Legal fees		13,572		3,600		115,394
Management fees		-		-		330,000
Stock-based compensation (Note 5)		-		-		100,977
Travel		-		4,258		14,695
Wages		-		-		20,630
Impairment of mineral property		100,000		-		7,308,000
Total Operating Expenses		524,875		169,641		9,193,047
LOSS FROM OPERATIONS		(524,875)		(169,641)		(9,193,047)

OTHER INCOME (EXPENSE)

Foreign currency transaction gain		95		-		1,003
Interest income		-		-		8
Loss on settlement of debt				(463,047)		(2,243,048)
Gain on sale of mineral properties		1,444,500		-		1,444,500

Total Other (Expense)/Income		1,444,595		(463,047)		(797,537)

NET INCOME (LOSS)		919,720		(632,688)		(9,990,584)
OTHER COMPREHENSIVE INCOME
Unrealized loss on available-for-sale investments		(935,606)		-		(935,606)
TOTAL OTHER COMPREHENSIVE INCOME		(935,606)		-		(935,606)

COMPREHENSIVE LOSS	$	(15,886)	$	(632,688)	$	(10,926,190)

Basic and Diluted Loss per Common Share	$	0.03	$	(0.02)	$	(0.48)

Weighted average number of shares outstanding during the period - basic and diluted		51,720,514		40,696,729		19,753,720

12See accompanying notes to consolidated financial statements.

~~NILAM RESOURCES INC.~~11

~~(AN~~NILAM ~~EXPLORATION~~RESOURCES ~~STAGE~~INC. ~~COMPANY)~~

~~CONSOLIDATED~~(AN ~~STATEMENTS~~EXPLORATION OFSTAGE ~~OPERATIONS~~COMPANY)

~~(STATED~~CONSOLIDATED INSTATEMENTS ~~U.S.~~OF ~~DOLLARS)~~STOCKHOLDERS’ EQUITY

	For the Year Ended April 30, 2011			For the Year Ended April 30, 2010			For the Period From July 11, 2005 (Inception) to April 30, 2011
OPERATING EXPENSES
Accounting and auditing fees	$	25,064		$	15,350		$	133,119
Consulting fees		120,000			240,000			539,000
Exploration costs and expenses		-			10,453			59,555
General and administrative		13,659			15,878			62,113
Insurance		-			-			27,000
Investor relation		-			-			55,393
Listing and filing fees		3,060			1,180			15,868
Legal fees		3,600			(9,236	)		101,822
Management fees		-			120,000			330,000
Stock-based compensation		-			-			100,977
Travel		4,258			-			14,695
Wages		-			-			20,630
Impairment of mineral property		-			200,000			208,000
Total Operating Expenses		169,641			593,625			1,668,172
LOSS FROM OPERATIONS		(169,641	)		(593,625	)		(1,668,172	)
OTHER INCOME (EXPENSE)
Foreign currency transaction gain		-			-			908
Interest income		-			-			8
Loss on settlement of debt		(463,047	)		(160,000	)		(2,243,048	)
Total Other (Expense)/Income		(463,047	)		(160,000	)		(2,242,132	)
NET LOSS AND COMPREHENSIVE LOSS	$	(632,688	)	$	(753,625	)	$	(3,910,304	)
Basic and Diluted Loss per Common Share	$	(0.02	)	$	(0.02	)	$	(0.29	)
Weighted average number of shares outstanding during the period – basic and diluted		40,696,729			32,744,341			13,322,065

FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2012

~~See~~(STATED ~~accompanying~~IN ~~notes to financial statements~~U.S. DOLLARS)


								Accumulated	Accumulated
					Additional			Other	Deficit During
	Common Stock				Paid-In	Comprehensive		Comprehensive	Exploration
	Shares		Amount		Capital	Loss		Income	Stage		Total

Common stock issued to
founders for cash ($0.01 per
share)	600,000	$	600	$	5,400	$ -	$	-	-	$	6,000
Common stock issued for						-
cash ($0.10 per share)	550,000		550		54,450	-		-	-		55,000
Net loss for the period from
July 11, 2005 (inception) to
April 30, 2006	-		-		-	(10,193)		-	(10,193)		(10,193)
Total comprehensive (loss)						(10,193)

BALANCE, APRIL 30, 2006	1,150,000		1,150		59,850	-		-	(10,193)		50,807
In-kind contribution of stock to officer	-		-		30,000	-			-		30,000
Net loss for the year	-		-		-	(68,479)		-	(68,479)		(68,479)
Total comprehensive (loss)						(68,479)

BALANCE, APRIL 30, 2007	1,150,000		1,150		89,850	-		-	(78,672)		12,328
In-kind contribution of property	-		-		5,000	-		-	-		5,000
In-kind contribution of expenses	-		-		5,950	-		-	-		5,950
Stock-base compensation	-		-		100,977	-		-	-		100,977
Common stock issued for	10,779		11		269,426	-		-	-		269,437
cash ($25 per share)						-
Net loss for the year	-		-		-	(342,242)		-	(342,242)		(342,242)
Total comprehensive (loss)						(342,242)

BALANCE, APRIL 30, 2008	1,160,779		1,161		471,203	-		-	(420,914)		51,450
Common stock issued on
property acquisition	20,000,000		20,000		7,.180,000	-		-	-		7,200,000
In-kind contribution of expenses	-		-		56,474	-		-	-		56,474
Net loss for the year	-		-		-	(7,483,077)		-	(7,483,077)		(7,483,077)

Total comprehensive (loss)						(7,483,077)

BALANCE, APRIL 30, 2009	21,160,779	$	21,161	$	7,707,677	-		-	(7,903,991)		(175,153)
In-kind contribution of expenses	-		-		7,217	-		-	-		7,217
Debt settlement	16,000,000		16,000		2,064,000	-		-	-		2,080,000
Issuance of convertible debentures					14,000	-		-	-		14,000
Net loss for the year	-		-		-	(2,373,625)		-	(2,373,625)		(2,373,625)
Total comprehensive (loss)						(2,373,625)

BALANCE, APRIL 30, 2010	37,160,779	$	37,161		9,792,894	-		-	(10,277,616)		(447,561)
In-kind contribution of expenses	-		-		4,324	-		-	-		4,324
Debt settlement	12,214,816		12,215		808,527	-		-	-		820,742
Issuance of convertible debentures					1,790	-		-	-		1,790
Common stock issued for cash ($0.01 per share)	1,000,000		1,000		9,000	-		-	-		10,000
Net loss for the year	-		-		-	(632,688)		-	(632,688)		(632,688)
Total comprehensive (loss)						(632,688)

BALANCE, APRIL 30, 2011	50,375,595	$	50,376		10,616,535	-		-	(10,910,304)	$	(243,393)
In-kind contribution of expenses	-		-		4,323	-		-	-		4,323
Unrealized loss on available for sale investments	-		-		-	(935,606)		(935,606)	-		(935,606)
Net income for the year	-		-		-	919,720		-	919,720		919,720
Total comprehensive (loss)						(15,886)

BALANCE, APRIL 30, 2012	50,375,595		50,376		10,620,858	-		(935,606)	(9,990,584)		(254,956)

~~NILAM~~See ~~RESOURCES~~accompanying ~~INC~~notes to consolidated financial statements.

~~(AN EXPLORATION STAGE COMPANY)~~12

~~CONSOLIDATED~~NILAM ~~STATEMENTS~~RESOURCES OFINC. ~~STOCKHOLDERS’ EQUITY~~

~~FOR~~(AN ~~THE~~EXPLORATION ~~PERIOD~~STAGE ~~FROM JULY 11, 2005 (INCEPTION~~COMPANY) ~~TO APRIL 30, 2011~~

~~(STATED~~CONSOLIDATED INSTATEMENTS ~~U.S.~~OF ~~DOLLARS)~~CASH FLOWS

											Accumulated
	Preferred								Additional		Deficit During
	Stock				Common Stock				Paid-In		Exploration
	Shares		Amount		Shares		Amount		Capital		Stage			Total
Common stock issued to
founders for cash ($0.01 per
share)		-	$	-		600,000	$	600	$	5,400	$	-		$	6,000
Common stock issued for
cash ($0.10 per share)		-		-		550,000		550		54,450		-			55,000
Net loss for the period from
July 11, 2005 (inception) to
April 30, 2006		-		-		-		-		-		(10,193	)		(10,193	)
BALANCE, APRIL 30, 2006		-		-		1,150,000		1,150		59,850		(10,193	)		50,807
In-kind contribution of stock to officer		-		-		-		-		30,000		-			30,000
Net loss for the year		-		-		-		-		-		(68,479	)		(68,479	)
BALANCE, APRIL 30, 2007		-		-		1,150,000		1,150		89,850		(78,672	)		12,328
In-kind contribution of property		-		-		-		-		5,000		-			5,000
In-kind contribution of expenses		-		-		-		-		5,950		-			5,950
Stock-base compensation		-		-		-		-		100,977		-			100,977
Common stock issued for		-		-		10,779		11		269,426		-			269,437
cash ($25 per share)
Net loss for the year		-		-		-		-		-		(342,242	)		(342,242	)
BALANCE, APRIL 30, 2008		-		-		1,160,779		1,161		471,203		(420,914	)		51,450
Common stock issued on
property acquisition		-		-		20,000,000		20,000		180,000		-			200,000
In-kind contribution of expenses		-		-		-		-		56,474		-			56,474
Net loss for the period		-		-		-		-		-		(483,077	)		(483,077	)
BALANCE, APRIL 30, 2009		-	$	-		21,160,779	$	21,161	$	707,677	$	(903,991	)	$	(175,153	)
In-kind contribution of expenses		-		-		-		-		7,217		-			7,217
Debt settlement		-		-		16,000,000		16,000		284,000		-			300,000
Loss on debt settlement		-		-						1,780,000		(1,620,000	)		160,000
Issuance of convertible debentures		-		-						14,000		-			14,000
Net loss for the period		-		-		-		-		-		(753,625	)		(753,625	)
.
BALANCE, APRIL 30, 2010		-	$	-		37,160,779	$	37,161	$	2,792,894	$	(3,277,616	)	$	(447,561	)
In-kind contribution of expenses		-		-		-		-		4,324		-			4,324
Debt settlement		-		-		12,214,816		12,215		808,527		-			820,742
Issuance of convertible debentures		-		-						1,790		-			1,790
Common stock issued for cash ($0.01 per share)		-		-		1,000,000		1,000		9,000		-			10,000
Net loss for the period		-		-		-		-		-		(632,688	)		(632,688	)
BALANCE, APRIL 30, 2011		-	$	-		50,375,595	$	50,376	$	3,616,534	$	(3,910,304	)	$	(243,393	)

(STATED IN U.S. DOLLARS)

See accompanying notes to financial statements.


				For the Year Ended April 30, 2012		For the Year Ended April 30, 2011		For the Period from July 11, 2005 (Inception) to April 30, 2012
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net income (loss) for the period			$	919,720	$	(632,688)	$	(9,990,584)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral properties				100,000		-		7,205,000
Gain on sale of mineral property				(1,444,500)				(1,444,500)
In-kind contribution of expenses				4,323		4,323		78,199
In-kind contribution of shares				-		-		30,003
Accretion interest				-		7,790		15,790
Loss on debt settlement				-		463,047		2,243,048
Settlement of accounts payable (Note 5)				-		-		(14,803)
Stock-based compensation (Note 5)				262,124		-		100,977
Changes in operating assets and liabilities:
Accounts payable and accrued expenses				168,897		147,238		1,024,592
Due to related parties				-		-		26,158
Net Cash Used In Operating Activities				10,564		(10,289)		(369,516)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Subscription of marketable securities (Note4)				(24,545)		-		(24,545)
Short term loan				(5,520)		-		(5,520)
Purchase of mineral rights				(15,000)		-		(65,000)
Net Cash Used In Investing Activities				(45,065)		-		(89,545)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common shares				-		10,000		423,346
Share subscription liability				33,600		-		33,600
Notes payable - related parties				-		-		10,338
Proceeds from Convertible debenture				-		1,791		25,978
Net Cash Provided By Financing Activities				33,600		11,791		459,662

NET INCREASE (DECREASE) IN CASH				(901)		1,502		601

CASH AT BEGINNING OF PERIOD				1,502		-		-

CASH AT END OF PERIOD			$	601	$	1,502	$	601

Supplemental disclosure of cash flow information (Note 8)
Interest paid	$	-			$	-	$	-
Taxes paid	$	-			$	-	$	-

15See accompanying notes to consolidated financial statements.

~~NILAM RESOURCES INC.~~13

~~(AN~~NILAM ~~EXPLORATION~~RESOURCES ~~STAGE~~INC. ~~COMPANY)~~

~~CONSOLIDATED~~(AN ~~STATEMENTS~~EXPLORATION OFSTAGE ~~CASH~~COMPANY) ~~FLOWS~~

~~(STATED~~NOTES INTO ~~U.S.~~CONSOLIDATED ~~DOLLARS)~~FINANCIAL STATEMENTS

	For the Year Ended April 30, 2011			For the Year Ended April 30, 2010			For the Period Fm July 11, 2005 (Inception) to April 30, 2011
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss for the period	$	(632,688	)	$	(753,625	)	$	(3,910,304	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral properties		-			200,000			205,000
In-kind contribution of expenses		4,324			7,217			73,875
In-kind contribution of shares		-			-			30,003
Accretion interest (Note 7)		7,790			8,000			15,790
Loss on debt settlement (Note 5)		463,047			160,000			2,243,048
Settlement of accounts payable		-			(14,803	)		(14,803	)
Stock-based compensation		-			-			100,977
Changes in operating assets and liabilities:
Prepaid		-			-			-
Accounts receivable		-			-			-
Accounts payable and accrued expenses		147,238			357,492			905,006
Due to related parties		-			11,453			26,158
Net Cash Used In Operating Activities		(10,289	)		(24,266	)		(325,250	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of mineral rights		-			-			(50,000	)
Net Cash Used In Investing Activities		-			-			(50,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common shares		10,000						340,436
Notes payable – related parties		-			-			10,338
Proceeds from Convertible debenture		1,791			24,187			25,978
Net Cash Provided By Financing Activities		11,791			24,187			376,752
NET INCREASE (DECREASE) IN CASH		1,502			(79	)		1,502
CASH AT BEGINNING OF PERIOD		-			79			-
CASH AT END OF PERIOD	$	1,502		$	-		$	1,502
Supplemental disclosure of cash flow information (Note 11)
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-

AS OF APRIL 30, 2012

16NOTE 1. NATURE OF OPERATIONS

~~See~~These ~~accompanying~~consolidated ~~notes~~financial statements inclusive of the accounts of the Nilam Resources Inc. and its Peruvian subsidiary Nilam Resources Peru SAC. Nilam Resources Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on July 11, 2005. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. On November 23, 2007, the Company incorporated Nilam Resources Peru SAC, in Peru, as a wholly-owned subsidiary. The purpose of the new subsidiary is to ~~financial~~hold ~~statements~~the Company’s Peruvian properties and to carry on such business in Peru as is necessary to maintain, explore and develop the Company’s properties. The continuation of the Company is in the exploration stage of its mineral property development and to date has not yet established any proven mineral reserves on its existing properties. The continued operations of the Company and the recoverability of the carrying value of its assets are ultimately dependent upon the ability of the Company to achieve profitable operations.

~~NILAM~~These ~~RESOURCES~~financial ~~INC~~statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~(AN~~NOTE ~~EXPLORATION~~2. ~~STAGE~~SUMMARY ~~COMPANY)~~OF SIGNIFICANT ACCOUNTING POLICIES

~~NOTES~~(A) TOBasis ~~CONSOLIDATED~~of ~~FINANCIAL STATEMENTS~~Presentation

ASThe OFaccompanying ~~APRIL~~financial ~~30,~~statements ~~2010~~have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission.

~~NOTE~~(B) ~~1 NATURE~~Basis OFof ~~OPERATIONS~~Consolidation

~~These~~The consolidated financial statements ~~inclusive~~include of the accounts of the ~~Nilam~~Company ~~Resources Inc.~~ and its Peruvian subsidiary Nilam Resources Peru SAC. Nilam Resources Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on July 11, 2005. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. On November 23, 2007, the Company incorporated Nilam Resources Peru SAC, in Peru, as a wholly- owned subsidiary~~. The purpose of the new subsidiary is to hold the Company’s Peruvian properties and to carry on such business in Peru as is necessary to maintain~~, ~~explore and develop the Company’s properties.~~ Nilam Resources Peru SAC. ~~holds~~Intercompany ~~the~~accounts ~~Company’s~~and ~~rights~~transactions inhave ~~respect~~been ofeliminated ~~the Llippa property. The continuation of the Company is~~ in ~~the exploration stage of its mineral property development and to date has not yet established any proven mineral reserves on its existing properties~~consolidation. ~~The continued operations of the Company and the recoverability of the carrying value of its assets are ultimately dependent upon the ability of the Company to achieve profitable operations.~~

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.14

~~NOTE~~(C) ~~2 SUMMARY~~Use OFof ~~SIGNIFICANT ACCOUNTING POLICIES~~Estimates

~~(A)~~The ~~Basis~~preparation of ~~Presentation~~financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the year reported. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and valuation of convertible debentures.

~~The~~(D) ~~accompanying~~Cash ~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America~~ and ~~the~~Cash ~~rules and regulations of the Securities and Exchange Commission.~~Equivalents

~~(B)~~For ~~Basis~~purposes of ~~Consolidation~~the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

~~The~~(E) ~~consolidated~~Mineral ~~financial statements include the accounts of the Company and its wholly owned subsidiary, Nilam Resources Peru SAC. Intercompany accounts and transactions have been eliminated in consolidation.~~Properties

17The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 360-10, “Property Plant and Equipment”. The ASC requires mining companies to consider cash flows related to the economic value of mining assets (including mineral properties and rights) beyond those assets’ proven and probable reserves, as well as anticipated market price fluctuations, when testing the mining assets for impairment in accordance with FASB ASC 360-10.

(CF) ~~Use of Estimates~~Investments

The ~~preparation~~Company ofclassifies ~~financial~~Investment ~~statements~~as available-for-sale in ~~conformity~~its ~~with~~Consolidated ~~United~~Balance ~~States~~Sheets. ~~generally~~Securities ~~accepted~~held ~~accounting~~for ~~principles~~indefinite ~~requires~~periods ~~management~~of totime, ~~make~~including ~~estimates~~any ~~and~~securities ~~assumptions~~ that ~~affect~~may ~~the~~be ~~reported~~sold ~~amount~~to ofassist ~~assets~~in ~~and liabilities at~~ the ~~date~~clearing of ~~the~~payment ~~financial~~service ~~statements~~obligations ~~and~~or ~~revenues~~in ~~and~~the ~~expenses~~management ~~during~~of the ~~year~~investment ~~reported. By their nature~~portfolio, ~~these estimates~~ are ~~subject~~classified toas ~~measurement~~available-for-sale ~~uncertainty~~securities. ~~and~~These ~~the~~securities ~~effect~~are onrecorded ~~the~~at ~~financial~~fair ~~statements~~value, ofwith ~~changes~~the innet ~~such~~after-tax ~~estimates~~unrealized ingain ~~future~~or ~~periods~~loss ~~could~~recorded beas ~~significant.~~a ~~Significant~~separate ~~areas~~component ~~requiring management’s estimates and assumptions are determining the fair value~~ of ~~transactions~~stockholder ~~involving~~deficit. ~~common~~Realized ~~stock,~~gains ~~valuation~~and losses and ~~impairment~~other ~~losses~~than-temporary onimpairments ~~mineral~~are ~~property~~recorded ~~acquisitions~~in ~~and~~the ~~valuation~~Consolidated Statements of ~~convertible~~Income ~~debentures~~(Loss).

(DG) ~~Cash~~Loss ~~and~~Per ~~Cash Equivalents~~Share

~~For~~Basic ~~purposes~~and ofdiluted net loss per common share is computed based upon the ~~cash~~weighted ~~flow~~average ~~statements~~common shares outstanding as defined by FASB ASC 260, “Earnings Per Share.” Basic loss per share includes no dilution and it`s computed by dividing loss attributable to common stockholders by the ~~Company~~weighted ~~considers~~average ~~all~~number ~~highly~~of ~~liquid~~common ~~investments~~shares ~~with~~outstanding ~~original~~for ~~maturities~~the period. Diluted earnings per share reflect the potential dilution of ~~three~~securities ~~months~~that orcould ~~less~~share atin the ~~time~~earnings (loss) of ~~purchase~~the toCompany. The becommon ~~cash~~shares ~~equivalents~~potentially issuable on conversion of outstanding warrants were not included in the calculation of weighted average number of shares outstanding because the effect would be anti-dilutive.

~~(E) Mineral Properties~~15

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Financial Accounting Standards Board Accounting Standards Codification (~~“FASB ASC”~~H) ~~360-10,~~Income “Property Plant and Equipment”. The ASC requires mining companies to consider cash flows related to the economic value of mining assets (including mineral properties and rights) beyond those assets’ proven and probable reserves, as well as anticipated market price fluctuations, when testing the mining assets for impairment in accordance with FASB ASC 360-10.Taxes

~~(F)~~The ~~Loss~~Company ~~Per~~accounts ~~Share~~for income taxes under FASB ASC 740, “Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC 260, “Earnings Per Share.” Basic loss per share includes no dilution and it’s computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings (~~loss~~I) ofForeign ~~the~~Currency Company. The common shares potentially issuable on conversion of outstanding warrants were not included in the calculation of weighted average number of shares outstanding because the effect would be anti-dilutive.Translation

~~(G)~~The ~~Income~~financial ~~Taxes~~statements are presented in United States dollars. In accordance with FASB ASC 830-30, “Translation of Financial Statements”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year

~~The~~Related ~~Company~~translation ~~accounts~~adjustments ~~for income taxes under FASB ASC 740, “Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities~~ are ~~recognized~~reported ~~for~~as ~~the~~a ~~future~~separate ~~tax~~component ~~consequences attributable to differences between the financial statement carrying amounts~~ of ~~existing~~stockholders’ ~~assets~~equity, ~~and~~whereas ~~liabilities~~gains ~~and~~or ~~their~~losses ~~respective~~resulting ~~tax~~from ~~bases. Deferred~~foreign ~~tax~~currency ~~assets~~transactions ~~and liabilities~~ are ~~measured~~included ~~using enacted tax rates expected to apply to taxable income~~ in ~~the~~results ~~years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities~~ of ~~a change in tax rates is recognized in income in the period that includes the enactment date~~operations.

18(J) Business Segments

~~(H)~~The ~~Foreign~~Company ~~Currency~~operates ~~Translation~~in one industry segment within two geographical areas, Canada and Peru. The mineral property is held solely in the Peru segment.

~~The~~(K) ~~financial~~Concentration ~~statements are presented in United States dollars. In accordance with FASB ASC 830-30, “Translation~~ of ~~Financial~~Credit Statements”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.Risk

~~(I)~~Cash ~~Business~~includes ~~Segments~~deposits at a Canadian financial institution in US currency which is not covered by either the US FDIC limits or the Canadian CDI limits. The Company has placed its cash in a high credit quality financial institution.

~~The~~(L) ~~Company~~Fair ~~operates~~Value inof ~~one~~Financial ~~industry segment within two geographical areas, Canada and Peru. The mineral property is held solely in the Peru segment.~~Instruments

~~(J)~~FASB ~~Business~~ASC ~~Combinations~~820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. FASB ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

In December 2007, the FASB issued FASB ASC 805 (revised 2007), “Business Combinations”(“ASC 805”). ASC 805 significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, in-process research and development, and restructuring costs. In addition, under ASC 805, changes in an acquired entity's deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. ASC 805 is effective for fiscal periods beginning after December 15, 2008. The Company has adopted ASC 805 on May 1, 2009. This standard did not have a material impact on the Company’s financial statements.16

(K) Derivative Instruments



Level 1	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

InThe ~~March~~Company’s ~~2008,~~financial ~~the~~instruments ~~FASB~~consist ~~issued~~principally ~~ASC~~of ~~815~~cash, ~~“Disclosures~~investments, ~~about~~short-term ~~Derivative~~loan ~~Instruments~~ and ~~Hedging Activities”(“ASC 815”). ASC 815 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value~~ amounts ofdue ~~gains~~to ~~and losses on derivative instruments, and disclosures about credit-risk-~~related ~~contingent features in derivative agreements~~parties. This statement is effective for financial statements issued for fiscal periods beginning after November 15, 2008. The Company has adopted ASC 815 on May 1, 2009. Adoption of this standard did not have a material impact on the Company’s financial position, results of operations, or cash flows.

~~(L)~~Pursuant ~~Concentration~~to FASB ASC 820, the fair value of ~~Credit~~the ~~Risk~~Company’s cash equivalents, investments, short term loan and amounts due to related parties are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

~~Cash~~(M) ~~includes~~Comprehensive deposits at a Canadian financial institution in US currency which is not covered by either the US FDIC limits or the Canadian CDI limits. The Company has placed its cash in a high credit quality financial institution.Income

~~(M)~~FASB ~~Fair~~ASC ~~Value~~220, “Comprehensive Income” establishes standards for the reporting and display of ~~Financial~~comprehensive ~~Instruments~~income and its components in the financial statements. During the year ended April 30, 2012, the Company has other comprehensive income related to its investments in marketable securities (Note 4).

~~FASB~~(N) ~~ASC~~Recent ~~820,~~Accounting “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. FASB ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:Pronouncements

19In December 2011, the FASB issued Accounting Standards Update (ASU) 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. The amendments in this Update affect entities that cease to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. Under the amendments in this Update, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20 to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness.

~~Level 1~~17

~~Level~~That 1is, ~~applies~~even if the reporting entity ceases to ~~assets~~have ora ~~liabilities~~controlling ~~for~~financial ~~which~~interest ~~there~~under ~~are~~Subtopic ~~quoted~~810-10, ~~prices~~the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in ~~active~~its ~~markets~~consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. The amendments in this Update should be applied on a prospective basis to deconsolidation events occurring after the effective date. Prior periods should not be adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, the amendments in this Update are effective for ~~identical~~fiscal ~~assets~~years, and interim periods within those years, beginning on or ~~liabilities~~after June 15, 2012. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements

~~Level~~In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in this Update affect all entities that have financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement. The requirements amend the disclosure requirements on offsetting in Section 210-20-50. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. This ASU is not expected to have a significant impact on the Company’s financial statements.

~~Level~~In 2December ~~applies~~2011, tothe ~~assets~~FASB orissued ~~liabilities~~ASU ~~for~~2011-12, ~~which~~Comprehensive ~~there~~Income ~~are~~(Topic ~~inputs~~220): ~~other~~Deferral ~~than~~of ~~quoted~~the ~~prices~~Effective ~~that~~Date ~~are~~for ~~observable~~Amendments ~~for~~to the ~~asset~~Presentation orof ~~liability~~Reclassifications ~~such~~of asItems ~~quoted~~Out ~~prices~~of ~~for~~Accumulated ~~similar~~Other ~~assets~~Comprehensive orIncome ~~liabilities~~in Accounting Standards Update No. 2011-05. In order to defer only those changes in ~~active~~Update ~~markets;~~2011-05 ~~quoted~~that ~~prices~~relate ~~for~~to ~~identical~~the ~~assets~~presentation orof ~~liabilities~~reclassification adjustments, the paragraphs in ~~markets~~this Update supersede certain pending paragraphs in Update 2011-05. Entities should continue to report reclassifications out of AOCI consistent with ~~insufficient~~the ~~volume~~presentation orrequirements ~~infrequent~~in ~~transactions~~effect ~~(less~~before ~~active~~Update ~~markets);~~2011-05. orAll ~~model~~other requirements in Update 2011-~~derived~~05 ~~valuations~~are not affected by this Update, including the requirement to report comprehensive income either in ~~which~~a ~~significant~~single ~~inputs~~continuous ~~are~~financial ~~observable~~statement or ~~can~~in betwo ~~derived~~separate ~~principally~~but ~~from~~consecutive financial statements. Public entities should apply these requirements for fiscal years, orand ~~corroborated~~interim byperiods within those years, ~~observable~~beginning ~~market~~after ~~data~~December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

~~Level~~In 3September 2011, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other Topics (Topic 350), Testing Goodwill for Impairment. The objective of this update is to simplify how entities, both public and nonpublic, test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent.

~~Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.~~18

~~The~~Under ~~Company’s~~the ~~financial~~amendments ~~instruments~~in ~~consist~~this ~~principally of cash~~Update, ~~accounts~~an ~~payable,~~entity ~~amounts~~is ~~due~~not required to ~~related~~calculate ~~parties,~~the ~~notes~~fair ~~payable,~~value ~~and~~of ~~convertible~~a ~~debenture.~~reporting ~~Pursuant~~unit tounless ~~FASB~~the ~~ASC~~entity ~~820,~~determines ~~the~~that it is more likely than not that its fair value ofis ~~the~~less ~~Company’s~~than ~~cash~~its ~~equivalents~~carrying isamount. ~~determined~~The ~~based~~amendments onin ~~“Level~~this 1”Update ~~inputs~~apply to all entities, ~~which~~both ~~consist~~public ofand ~~quoted~~nonpublic, ~~prices~~that have goodwill reported in ~~active~~their ~~markets~~financial statements and are effective for ~~identical~~interim ~~assets~~and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. ~~The~~Early ~~Company~~adoption ~~believes~~is ~~that~~permitted, ~~the~~including ~~recorded~~for ~~values~~annual ofand ~~all~~interim goodwill impairment tests performed as of ~~its~~a ~~other~~date before September 15, 2011, if an entity’s financial ~~instruments~~statements ~~approximate~~for ~~their~~the ~~current~~most ~~fair~~recent ~~values~~annual ~~because~~or ofinterim ~~their~~period ~~nature~~have ~~and~~not ~~respective~~yet ~~maturity~~been ~~dates~~issued or, ~~durations~~for nonpublic entities, have not yet been made available for issuance. This ASU did not have a significant impact on the Company’s financial statements.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (NTopic 220) : Presentation of Comprehensive Income. The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The amendments in this Update should be applied retrospectively, and early adoption is permitted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2011, the FASB ~~ASC~~issued ~~220~~ASU 2011-04, ~~“Comprehensive~~Fair ~~Income”~~Value ~~establishes~~Measurement ~~standards~~(Topic ~~for~~820): ~~the~~Amendments ~~reporting~~to Achieve Common Fair Value Measurement and ~~display~~Disclosure ofRequirements ~~comprehensive~~in ~~income~~U.S. GAAP and ~~its~~IFRSs. ~~components~~The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the ~~financial~~amendments ~~statements~~change the wording used to describe many of the requirements in U. AsS. atGAAP ~~April~~for 30measuring fair value and for disclosing information about fair value measurements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, nothe ~~element~~amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company is currently evaluating the impact the adoption of ~~comprehensive~~the ~~income~~standard will have on the Company’s financial position or ~~loss~~results ~~was~~of ~~noted~~operations.

~~(0) Recently Adopted Accounting Pronouncements~~19

InNOTE ~~June 2009, the FASB issued SFAS No~~3. ~~166,~~MINERAL “Accounting for Transfers of Financial Assets—an amendment of FASB Statement” (“SFAS 166”). SFAS No. 166 is intended to establish standards of financial reporting for the transfer of assets and transferred assets to improve the relevance, representational faithfulness, and comparability. SFAS 166 was established to clarify derecognition of assets under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 166 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009. The Company adopted this standard on May 1, 2010. The standard did not have a material impact on the Company’s financial statements.PROPERTIES

InLlippa May 2008, the FASB issued ASC 470-20, “Debt with conversion and other options” (formerly FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”). ASC 470-20 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under ASC 815. ASC 470-20 require that the liability and equity components of convertible debt instruments within the scope of ASC 470-20 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This will require an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component would be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. ASC 470-20 is effective for the Company’s fiscal year beginning May 1, 2010 and will be applied retrospectively to all periods presented. The Standard did not have a material impact on the Company’s financial statements.Property

20On December 10, 2007, the Company, through its wholly owned Peruvian subsidiary, entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the Llippa Project, Peru, for $100,000. Llippa is a mineral claim consisting of two major mining concessions, the Prospera mine and La Prospera XXI. During the year ended April 30, 2012 the Company recorded an impairment on the property of $100,000 as there are no plans to continue exploration of the concessions.

InLinderos July 2009, the FASB issued ASC 105, “Generally Accepted Accounting Principles” (formerly, SFAS No. 168, "FASB Accounting Standards Codification"), as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). ASC 105 was implemented on July 1, 2009 and is effective for interim and annual periods ending after September 15, 2009. This standard did not have a significant effect upon the financial statements.Property

InDuring ~~September 2009,~~ the ~~FASB~~year ~~issued~~ended ~~ASC~~April ~~820-10~~30, ~~Measuring~~2012 ~~Liabilities~~, atthe ~~Fair~~Company ~~Values~~entered ~~(“ASC~~into ~~820-10”).~~two ~~ASC~~agreements ~~820-10~~with ~~provides~~Portage ~~additional~~Resources ~~guidance~~Inc. onto ~~how~~sell ~~companies~~all ~~should~~rights, ~~measure~~title ~~liabilities~~and atinterest ~~fair~~for ~~value. Specifically,~~ the ~~fair~~Linderos ~~value~~4 ofand a5 ~~liability~~mining isconcessions, ~~not~~located ~~adjusted~~in ~~to reflect~~ the ~~impact~~Tabaconas ofDistrict, ~~contractual~~San ~~restrictions~~Ignacio ~~that~~Province, ~~prevent~~Department ~~its~~of ~~transfer~~Cajamarca, Peru. The Company ~~does~~had ~~not~~previously ~~expect~~recognized ~~adoption~~an impairment loss of ~~this~~$200,000 ~~standard~~related to ~~have~~these aconcessions ~~material~~during ~~impact~~the onyear ~~its~~ended ~~consolidated~~April ~~financial position~~30, ~~results of operations, and cash flows~~2010.

InTotal ~~February~~consideration ~~2010,~~for the ~~FASB~~sale ~~issued~~of ~~Accounting~~the ~~Standards~~Linderos ~~Update~~4 ~~(ASU)~~concessions ~~No.~~is ~~2010-09~~10,000,000 ~~“Subsequent~~common ~~Events~~shares ~~(Topic~~of ~~855):~~Portage ~~Amendments~~Resources toInc. ~~Certain Recognition~~ and ~~Disclosure~~total ~~Requirements”.~~consideration ~~The~~for ~~amendments in~~ the ~~ASU~~sale ~~remove~~of the ~~requirement~~Linderos ~~for~~5 aconcessions ~~Securities~~is ~~and~~8,000,000 ~~Exchange~~common ~~Commission~~shares ~~(SEC)~~of ~~filer~~Portage toResources ~~disclose~~Inc. aDue ~~date~~to ~~through~~the ~~which~~impairment ~~subsequent~~loss ~~events~~recognized ~~have been evaluated~~ in ~~both~~2010, ~~issued~~these ~~and~~concessions ~~revised~~had ~~financial statements. Revised financial statements include financial statements revised as~~ a ~~result~~carrying ofvalue ~~either correction~~ of an$nil ~~error~~at orthe ~~retrospective~~sale ~~application~~agreement ~~of U~~dates.S. ~~GAAP. The FASB also clarified that if the financial statements have been revised~~Consequently, ~~then an entity that is not an SEC filer should disclose both~~ the ~~date~~Company ~~that~~recognized ~~the~~a ~~financial~~gain ~~statements~~of ~~were~~$1,260,000 ~~issued~~on ~~or available to be issued and~~ the ~~date~~sale ~~the~~of ~~revised financial statements were issued or available to be issued. The FASB believes~~ these ~~amendments~~concessions, ~~remove~~based ~~potential~~on ~~conflicts with~~ the ~~SEC's~~market ~~literature.~~value ~~All~~ of the ~~amendments~~shares inreceived the ASU were effective upon issuance 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 Company does not expect the adoption of this guidance to have a material impact on the ~~Financial~~agreement ~~Statements~~dates.

~~(P) Recent Accounting Pronouncements~~Others

InOn ~~June~~July ~~2009~~22, 2011, the ~~FASB~~Company ~~issued~~entered ~~SFAS~~into ~~No.~~an ~~167,~~agreement ~~“Amendments~~ to ~~FASB~~develop ~~Interpretation~~the ~~No.~~Rocas ~~46(R)”~~mining ~~(“SFAS~~concession ~~No.~~in ~~167”). SFAS No. 167 eliminates~~ the ~~exception~~province toof ~~consolidate a qualifying special-purpose entity~~Bolognesi, ~~changes~~Department ~~the approach to determining the primary beneficiary~~ of aAncash, ~~variable~~Peru ~~interest~~for ~~entity~~$10,000. ~~and~~The ~~requires~~Company ~~companies to more frequently re-assess whether they~~ must ~~consolidate~~make ~~variable~~a ~~interest~~minimum ~~entities.~~investment ~~Under~~of ~~the new guidance~~$100,000 ~~the~~in ~~primary beneficiary of a variable interest entity is identified qualitatively as~~ the ~~enterprise~~project ~~that~~within ~~has~~24 ~~both~~months ~~(a)~~of the ~~power~~agreement toand ~~direct~~must ~~the~~share ~~activities~~45% of aany ~~variable~~resultant ~~interest~~profits ~~entity~~with ~~that~~the ~~most~~seller ~~significantly~~of ~~impact~~ the ~~entity’s~~project. ~~economic~~On ~~performance~~September 26, ~~and~~2011, ~~(b)~~ the ~~obligation~~Company toentered ~~absorb~~into ~~losses~~an ofagreement ~~the~~with ~~entity~~Portage ~~that~~Minerais ~~could~~Peru ~~potentially be significant~~ S.A. to ~~the~~sell ~~variable~~55% ~~interest~~of ~~entity~~its orownership ~~the~~of ~~right to receive benefits from~~ the ~~entity~~project ~~that~~for ~~could~~seven ~~potentially~~million beshares ~~significant~~of toPortage ~~the~~Resources ~~variable interest entity~~Inc. ~~SFAS~~The ~~No.~~additional ~~167~~45% ~~becomes~~of ~~effective~~its ~~for~~ownership ~~the~~can ~~Company’s~~be ~~fiscal~~acquired ~~2011~~by ~~year-end~~Portage ~~and~~Minerais ~~interim~~Peru ~~reporting periods thereafter~~S.A. ~~The~~at ~~Company~~any ~~does~~time ~~not~~for ~~expect SFAS No~~$0.675 ~~167~~per toeach ~~have~~ounce aof ~~material~~silver ~~impact~~ on ~~its~~the ~~financial~~total ~~statements~~silver resource.

InOn ~~December~~July ~~2010~~22, 2011, the ~~FASB~~Company ~~updated~~entered ~~guidance~~into an agreement to ~~clarify~~develop the ~~acquisition~~Rocas ~~date~~I ~~that~~mining ~~should~~concession bein ~~used~~the province of Bolognesi, Department of Ancash, Peru for ~~reporting~~$5,000. ~~the~~The ~~pro~~Company ~~forma~~must ~~financial~~make ~~information~~a ~~disclosures~~minimum ~~when~~investment ~~comparative~~of ~~financial~~$50,000 ~~statements~~in ~~are~~the ~~presented.~~project ~~The~~within ~~updated~~24 ~~guidance~~months isof ~~effective~~the ~~for~~agreement ~~business~~and ~~combinations~~must ~~for~~share ~~which~~45% of any resultant profits with the ~~acquisition~~seller ~~date~~of isthe onproject. On orSeptember ~~after~~30, 2011, the ~~beginning~~Company entered into an agreement with Portage Minerais Peru S.A. to sell 55% of its ownership of the ~~first~~project ~~annual~~for ~~reporting~~three ~~period~~and ~~beginning~~a onhalf ormillion ~~after~~shares ~~December~~of ~~15,~~Portage ~~2010~~Resources Inc. The additional 45% of its ownership can be acquired by Portage Minerais Peru S.A. at any time for $0.675 per each ounce of silver on the total silver resource.

21The Company recognized a gain of $184,500 on the sale of these mineral property interests, based on the market value of the shares received.

~~NOTE 3 MINERAL PROPERTIES~~20

~~Llippa~~NOTE ~~Property~~4. INVESTMENTS AND DEPOSITS

OnThe ~~December~~Company’s ~~10,~~investments ~~2007,~~consist ~~the~~of ~~Company~~28,500,000 ~~through~~shares ~~its~~of ~~wholly~~Portage ~~owed~~Resources ~~Peruvian~~Inc. ~~subsidiary,~~which ~~entered~~were ~~into~~acquired anin ~~agreement~~the ~~with~~sales ~~MRC~~of 1the ~~Exploraciones~~Linderos ~~EIRL~~and ofRocas ~~Peru,~~mining toconcessions ~~purchase~~(Note ~~the~~3). The ~~Llippa~~shares ~~Project,~~are ~~Peru,~~carried ~~for~~at ~~$100,000. Llippa~~their ismarket avalue ~~mineral~~at ~~claim~~April ~~consisting~~30, of2012, ~~two~~with ~~major~~any ~~mining~~changes ~~concessions,~~in ~~the~~value ~~Prospera~~being ~~mine~~recorded ~~and~~as Laother ~~Prospera~~comprehensive ~~XXI~~income.

~~NOTE~~The ~~4 NOTES~~Company ~~PAYABLE~~also –paid ~~RELATED~~$24,540 ~~PARTY~~as a share subscription deposit to Portage Resource Inc. for 559,900 shares. The securities receivable have been adjusted to their market value at April 30, 2012, with any changes in value being recorded as other comprehensive income.

On August 28, 2007, the Company issued a promissory note in the amount of $10,000 to a related party. This promissory note is unsecured, bears no interest and is due on demand.


	Amortized Cost $	Unrealized Gains $	Unrealized Losses $	Fair Value $
April 30, 2012:
Equity securities	$1,484,045	-	(935,606)	548,439

OnNOTE ~~November 6, 2007, a shareholder loaned the Company $338 to establish a bank account in Peru~~5. ~~There~~STOCKHOLDERS’ ~~are no terms of repayment and the amount is non-interest bearing.~~DEFICIT

OnFor ~~November 20, 2007,~~ the ~~Company~~year ~~issued~~ended aApril ~~promissory~~30, ~~note~~2012, in the ~~amount~~Company ofcalculated ~~$60,000~~imputed ~~to a related party for their~~ interest ~~in the Llippa property. The value~~ of ~~the~~$724 ~~transfer~~and ~~occurred at~~ fair value. ~~This~~of ~~promissory~~a ~~note~~Director's isfee ~~unsecured,~~of ~~bears no interest and is due on demand. On June 10~~$3, ~~2009~~600, ~~this~~which ~~promissory~~are ~~note~~all ~~was~~reflected ~~settled~~as ~~with~~an ~~12,000,000~~in-kind ~~common~~contribution ~~shares~~ of ~~the Company (Note 5)~~expenses.

~~NOTE~~On ~~5 STOCKHOLDERS’~~July ~~DEFICIT~~12, 2011, the Company signed a subscription agreement for 1,680,000 common shares at $0.02 per share for cash. The common shares have not yet been issued, resulting in a share subscription liability of $33,600.

On June 1015, ~~2009~~2011, the Company ~~converted~~settled accounts payable of $6021,~~000~~272 ofthrough ~~its~~the ~~debt~~issuance ~~into~~of 121,~~000~~063,~~000~~600 common shares ~~(Note~~with 4market value of $85,088. The difference between the carrying amount of the accounts payable and the market value of the common shares has been recorded as compensation expense. As the shares had not been issued from treasury at April 30, 2012, the Company has recorded a liability to issue common stock of $85,088(Note 6).

On ~~February~~December 41, ~~2010~~2011, the ~~company~~Company ~~converted~~settled accounts payable of $~~240~~28,~~000~~038 ofthrough ~~its~~the ~~debt~~issuance ~~into~~of 41,~~000~~401,~~000~~900 common shares. ~~The~~with ~~common~~market ~~shares~~value ~~issued on settlement~~ of ~~the~~$98,133. ~~notes~~The ~~were~~difference ~~assigned~~between athe ~~value~~carrying amount of ~~$400,000,~~the ~~which~~accounts ~~was~~payable ~~calculated~~and ~~based on~~ the ~~trading~~market value of the ~~Company’s~~common ~~stock~~shares onhas ~~the~~been ~~date~~recorded ~~the~~as ~~settlement~~compensation ~~was~~expense. As ~~approved~~the byshares ~~the~~had ~~Board~~not ofbeen ~~Directors.~~issued Asfrom atreasury ~~result~~at ofApril ~~this~~30, ~~settlement~~2012, the Company has recorded a ~~loss~~liability to issue common stock of $~~160~~98,~~000~~133(Note 6).

~~During~~On ~~fiscal~~February ~~2010~~1, 2012, the Company ~~calculated~~settled ~~imputed~~accounts ~~interest~~payable of $119,~~217~~800 ~~and~~through ~~fair~~the ~~value~~issuance of a990,000 ~~Director’s~~common ~~fee~~shares with market value of $669,~~000,~~300. ~~which~~The ~~are~~difference ~~all~~between ~~reflected~~the ascarrying anamount ~~in-kind~~of ~~contribution~~the accounts payable and the market value of ~~expenses~~the common shares has been recorded as compensation expense.

OnAs ~~November 1, 2010,~~ the ~~company converted $120,000 of its debt into 4,000,000 common~~ shares. ~~The~~had ~~common~~not ~~shares~~been issued onfrom ~~the~~treasury ~~settlement~~at ~~were~~April ~~assigned~~30, ~~a value of $200~~2012,~~000,~~ ~~which was calculated based on~~ the ~~trading value of the~~ Company’s ~~stock~~has onrecorded ~~the date the settlement was approved by the Board of Directors. As~~ a ~~result~~liability ofto ~~this~~issue ~~settlement,~~common ~~the~~stock ~~Company has recorded a loss~~ of $8069,~~000~~300(Note 6).

On November 2, 2010, the company converted $27,694 of its debt and convertible debentures and convertible loans into 1,214,816 common shares (Note 7). The common shares issued on the settlement were assigned a value of $60,741, which was calculated based on the trading value of the Company’s stock on the date the settlement was approved by the Board of Directors. As a result of this settlement, the Company has recorded a loss of $33,047.21

On December 1, ~~2010~~2011, the ~~company~~Company ~~issued~~settled accounts payable of $31,485 through the issuance of 1,~~000~~574,~~000~~250 common shares atwith market value of $0110,198.01 The ~~per~~difference ~~share~~between ~~for~~the ~~cash~~carrying amount of the accounts payable and the market value of the common shares has been recorded as compensation expense. As the shares had not been issued from treasury at April 30, 2012, the Company has recorded a liability to issue common stock of $110,198 (Note 6).

22NOTE 6. RELATED PARTY TRANSACTIONS

On ~~January~~August 2428, ~~2011~~2007, the ~~company~~Company ~~converted~~issued ~~$210,000~~a ~~management~~promissory ~~fees~~note ~~owing~~in to the ~~officers~~amount of ~~the Company into 7~~$10,000~~,000~~ ~~common~~to ~~shares.~~a ~~The~~former ~~common~~director ~~shares~~and ~~issued~~officer onof the ~~settlement~~Company. This ~~were~~promissory ~~assigned~~note ais ~~value~~unsecured, ofbears ~~$560,000,~~no ~~which~~interest ~~was~~and ~~calculated~~is ~~based~~due on ~~the~~demand ~~trading~~(Note ~~value~~4). ofDuring ~~the~~fiscal ~~Company’s~~2008, ~~stock on~~ the ~~date~~former ~~the~~director ~~settlement~~and ~~was~~officer ~~approved~~loaned by the ~~Board~~Company ofa ~~Directors~~further $338. AsThis aloan ~~result~~is ofalso ~~this settlement~~unsecured, ~~the~~bears ~~Company~~no ~~has~~interest ~~recorded~~and ais ~~loss~~due ofon ~~$350,000~~demand.

~~During~~As ~~fiscal~~of ~~2011~~April 30, ~~the~~2012, ~~Company~~$16,158 ~~calculated~~was ~~imputed~~owed ~~interest~~to offormer ~~$724~~directors and ~~fair~~officers ~~value~~ of athe ~~Director's~~Company ~~fee~~for ofexpenses ~~$3,600,~~paid ~~which~~on ~~are~~behalf ~~all~~of ~~reflected~~the asCompany an in~~-kind~~ ~~contribution~~fiscal of2009 ~~expenses~~and 2010.

~~NOTE~~As ~~6 RELATED~~of ~~PARTY~~April ~~TRANSACTIONS~~30, 2012, the Company accrued $60,000 (2011 - $90,000) of management fees to the officers of the Company.

OnDuring ~~November~~the 20year ended April 30, ~~2007~~2012, the Company ~~issued~~settled aaccounts ~~promissory~~payable ~~note in the amount~~ of $60100,~~000~~595 due to a ~~related~~consultant ~~party.~~and Onshareholder ~~June 10, 2009, this promissory note was settled with 12,000,000 common shares~~ of the Company ~~(Notes~~through 4the ~~and~~issuance of 5~~).The~~,029,750 common shares ~~issued~~with onmarket ~~settlement of the notes were assigned a~~ value of $1362,~~680,000,~~719. The ~~which~~difference ~~was~~between ~~calculated based on~~ the ~~trading~~carrying ~~value~~amount of the ~~Company’s~~accounts ~~stock~~payable onand the ~~date~~market ~~the~~value ~~settlement was approved by the Board~~ of ~~Directors. As this transaction was with a related party,~~ the ~~loss~~common onshares ~~the extinguishment of debt of $1,620,000~~ has been recorded as acompensation ~~capital~~expense ~~transaction~~(Note 5).

OnNOTE ~~August 28, 2007, the Company issued a promissory note in the amount of $10,000 to a related party~~7. ~~This~~ ~~promissory~~COMPARATIVE note is unsecured, bears no interest and is due on demand (Note 4). During fiscal 2008, the officer loaned the Company a further $338. This loan is also unsecured, bears no interest and is due on demand (Note 4).FIGURES

~~During~~Certain ~~fiscal~~of ~~2011,~~ the ~~Company~~comparative ~~calculated~~figures ~~imputed~~have ~~interest~~been ofclassified ~~$724~~to ~~(2010~~conform -to ~~$1,217)~~the onpresentation ~~the~~adopted ~~related~~in ~~parties’~~the ~~notes~~current period.

~~During~~NOTE ~~fiscal~~8. ~~2011,~~SUPPLEMENTAL ~~the~~DISCLOSURE ~~officers~~OF ofCASH ~~the~~FLOW ~~Company incurred $nil (2010 - $10,454) for the expenses paid on behalf of the Company.~~INFORMATION

During ~~fiscal~~the ~~2011~~year ended April 30, 2012, the Company ~~accrued~~settled ~~$nil~~accounts ~~(2010~~payable -of $~~120~~100,~~000)~~595 through the issuance of ~~management~~5,029,750 ~~fees~~common toshares ~~the~~with ~~officers~~market value of ~~the~~$362,719 ~~Company~~(Notes 5 and 6).

AsDuring ofthe year ended April 30, ~~2011~~2012, ~~$16,158~~the ~~(2010~~Company -sold ~~$16,158)~~its ~~was~~Linderos ~~owed~~4, toLinderos ~~former~~5, ~~directors~~Rocas and ~~officers~~Rocas ofI ~~the~~mineral ~~Company~~property ~~for~~interests ~~expenses~~to ~~paid~~Portage onResources ~~behalf~~Inc. ofin ~~the~~return ~~Company~~for in28,500,000 ~~fiscal~~common ~~2009~~shares ~~and~~of ~~2010~~Portage Resources Inc. valued at $1,459,500.

~~During fiscal 2011, $210,000 management fees owed to a former director of the Company was settled through the issuance of 7,000,000 common shares. (Note 5)~~22

NOTE 79. ~~CONVERTIBLE~~INCOME ~~DEBENTURES~~TAXES

OnThe ~~August~~following ~~10,~~table ~~2009,~~reconciles the ~~Company~~expected ~~issued~~income ataxes 5%expense ~~convertible~~(recovery) ~~debenture with a principal amount of $10,187 which is due and payable on August 10, 2010. Interest is due~~ at the ~~maturity~~United ~~date~~States ~~payable~~federal atstatutory ~~the~~income ~~option~~tax ofrates to the ~~Company~~amounts recognized in ~~cash or shares. The principal and accrued interest on~~ the ~~debenture~~consolidated ~~may~~statements beof ~~converted~~operations atfor ~~any time into shares of~~ the ~~Company’s~~years ~~common~~ended ~~stock~~April ~~at a price of $0.05 per share~~30, at2012 ~~the~~and ~~option of the holder.~~2011:


	2012	2011
Income (loss) before taxes	919,720	(632,688)
Statutory tax rate	34%	34%
Expected income tax (recovery)	312,705	(215,114)
Non-deductible items	(2,207,706)	158,906
Change in prior period estimate	(3,823)	(272,311)
Financial Instrument	(318,106)	-
Change in valuation allowance	2,217,597	328,519
Foreign tax rate difference	(667)	-
Total income taxes (recovery)	-	-

OnDeferred ~~October~~income 9,taxes ~~2009,~~reflect the ~~Company~~tax ~~issued~~effects ~~a 5% convertible debenture with a principal amount~~ of ~~$4,000~~temporary ~~which~~differences isbetween ~~due on January 1, 2010. The Company has defaulted on~~ the ~~convertible~~carrying ~~debenture~~amounts ~~therefore~~of itassets ~~is due~~ and ~~payable~~liabilities onfor ~~demand~~financial ~~from~~reporting ~~the creditor~~purposes. ~~The~~Deferred ~~debt~~tax ~~carries~~assets a(liabilities) ~~beneficial~~at ~~conversion~~April ~~feature~~30, ~~which~~2012 ~~resulted~~and in2011 aare ~~debt~~comprised ~~discount~~ of ~~$4,000 which was recorded against~~ the ~~convertible debenture and offset in additional paid in capital during fiscal 2010.~~following:

On February 3, 2010, the Company issued a 10% convertible debenture with a principal amount of $10,000 which is due and payable on August 1, 2010. The principal and accrued interest on the debenture may be converted at any time, at the option of the holder, into shares of the Company’s common stock at a price that with 50% discount to the market on the day of conversion called by the holder. The debt carries a


United States:
		2012	2011
	Net operating loss carryforwards	665,732	547,062
	Investments and deposits	318,106	-
	Mineral Property	734	734
		984,573	547,796
	Valuation allowance	(984,573)	(547,796)
	Deferred tax asset	-	-

beneficial conversion feature which resulted in a debt discount of $10,000 which was recorded against the convertible debenture and offset in additional paid in capital. This discount was amortized as interest expense over the life of the debt which resulted in amortization of approximately $6,000 during fiscal 2011.


Peru:
		2012	2011
	Net operating loss carryforwards	1,779,603	25,226
	Mineral Property	35,624	9,181
		1,815,228	34,407
	Valuation allowance	(1,815,228)	(34,407)
	Deferred tax asset	-	-

On May 10, 2010, the Company issued a 5% convertible debenture with a principal amount of $1,790 which is due on October 1, 2010. The debt carries a beneficial conversion feature which resulted in a debt discount of $1,790 which was recorded against the convertible debenture and offset in additional paid in capital. This discount was amortized as interest expense over the life of the debt which resulted in amortization of approximately $1,790 during fiscal 2011.23

~~During~~The ~~fiscal~~Company ~~2011,~~has ~~all~~net ~~four~~operating ~~convertible~~loss ~~debentures~~carry ~~were~~forwards ~~settled through the issuance~~ of approximately $1,~~214~~958,~~816~~036 ~~common~~which ~~shares.~~may Asbe ~~all~~carried ~~four~~forward ~~debentures~~to ~~were~~apply ~~past~~against ~~due~~future atyear ~~the~~income ~~date~~tax offor ~~settlement,~~United ~~the~~States ~~common~~income ~~shares~~tax ~~issued on settlement of the notes were assigned a value of $60~~purposes,~~741,~~ ~~which~~subject ~~was~~to ~~calculated based on~~ the ~~trading~~final ~~value~~determination ~~of the Company’s stock on the date the settlement was approved~~ by ~~the~~taxation ~~Board~~authorities, ofexpiring ~~Directors. This resulted~~ in ~~a loss of $33,047 on~~ the ~~settlement~~following ~~of $27,694 in principal and accrued interest.~~years:

NOTE 8 DEFERRED INCOME TAXES


EXPIRY
2027	76,587
2028	165,899
2029	480,007
2030	728,476
2031	158,037
2032	349,030
TOTAL	1,958,036

The ~~following~~Company ~~table~~has ~~reconciles~~net ~~the~~operating ~~expected~~loss ~~income~~carryforwards ~~taxes~~of ~~payable~~approximately ~~(recoverable)~~$5,932,011 atwhich ~~the~~may ~~United~~be ~~States~~carried ~~federal~~forward ~~statutory~~to apply against future year income tax ~~rates~~for toPeruvian ~~the~~tax ~~amounts~~purposes. ~~recognized~~The inlosses ~~the~~have ~~consolidated~~an ~~statements~~unlimited carryforward period, but their use is restricted to 50% of ~~operations~~net ~~for~~income in the year ~~ended~~of ~~April~~use. ~~30,~~These ~~2011:~~losses are subject to final determination by the taxation authorities.

	2011			2010
Loss before income taxes	$	(632,688	)	$	(753,625	)
Statutory tax rate		34.00	%		15.00	%
Expected income tax (recovery)	$	(215,114	)	$	(113,044	)
Effect of higher tax rate in subsidiary		-			(1,278	)
Non-deductible items		158,906			1,083
Change in prior period estimate		(272,311	)
Change in valuation allowance		328,519			113,240
Total income taxes (recovery)	$	-		$	-

Effective January 1, 2009, the Company adopted the interpretation for accounting for uncertainty in income taxes which was an interpretation of the accounting standard accounting for income taxes. This interpretation created a single model to address accounting for uncertainty in tax positions. This interpretation clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

24We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. As at April 30, 2012 the operating losses noted above are based on estimates. The actual operating losses could differ from these estimates. We do not have any unrecognized tax benefits or loss contingencies. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months.

~~Deferred~~NOTE ~~income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes~~10. ~~Deferred tax assets (liabilities) at April 30, 2011 and 2010 are comprised of the following:~~CONTINGENCIES

UNITED STATES:	2011			2010
Net operating losses carry-forward	$	547,062		$	241,452
Mine exploration costs		734			11,032
Other		-			1,200
		547,796			253,684
Valuation allowance	$	(547,796	)	$	(253,684	)
Deferred tax asset		-			-

There were no contingencies as at the report date.

PERU:	2011			2010
Net operating losses carry-forward	$	25,226		$	23,807
Mine exploration costs		9,181			10,600
		34,407			34,407
Valuation allowance	$	(34,407	)	$	(34,407	)
Deferred tax asset		-			-

NOTE 11. SEGMENTED INFORMATION

The ~~company~~Company ~~has~~operates ~~net~~in ~~operating~~one ~~loss carry-forwards of approx $93~~segment,~~429~~ which ~~may~~is bethe ~~carried~~exploration ~~forward~~and todevelopment ~~applied~~of ~~against~~mineral ~~future’s year income for Peruvian income tax purposes~~properties. The ~~loss~~Company ~~have~~has ancompiled ~~unlimited~~segmented ~~carry-forward~~information ~~but~~based ~~their~~on ~~use~~the isgeographic ~~restricted~~regions ~~to 50% of net income~~ in ~~that~~which ~~subsequent~~the ~~year. These~~Company ~~losses~~has ~~are~~acquired ~~subject~~mineral toproperties ~~the~~and ~~final~~performs ~~determination~~exploration ~~by the taxation authorities~~activities.

YEAR
2027			76,587
2028			165,899
2029			480,007
2030			728,476
2031			158,037
			1,609,006

~~The~~Income ~~company~~for ~~has~~the ~~net operating loss carry-forwards of approx $93,429 which may be carried forward to apply against future~~ year ~~income~~ended ~~tax~~April ~~for Peru income tax purposes. The losses unlimited carry-forward~~30, ~~but~~2012 ~~their use is restricted to 50% of net income in that subsequent year. These losses are subject to the final determination~~ by ~~the~~geographical ~~taxation~~segment: ~~authorities.~~

Effective January 1, 2009, the Company adopted the interpretation for accounting for uncertainty in income taxes, which was an interpretation of the accounting standard for income taxes. This interpretation created a single model to address accounting for uncertainty in tax positions and clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.


	United States / Canada	Peru	Total

Accounting and auditing fees	$ 20,177	$ 2,463	$ 22,640
Consulting fees	322,124	54,019	376,143
Exploration costs and expenses	-	-	-
General and administrative	4,708	3,972	8,680
Insurance	-	-	-
Investor relations	-	-	-
Listing and filing fees	3,840	-	3,840
Legal fees	6,200	7,372	13,572
Management fees	-	-	-
Travel	-	-	-
Wages	-	-	-
Foreign exchange	(95)		(95)
Gain on sale of mineral property		(1,444,500)	(1,444,500)
Impairment of mineral property	100,000	-	100,000
Loss on settlement of debt	-	-	-
Net income (loss)	$ (456,954)	$ 1,376,674	$ 919,720

25Loss for the year ended April 30, 2011 by geographical segment:

The Company files tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. As at April 30, 2011, the operating losses noted above are based on estimates. The actual operating losses could differ from these estimates. We do not have any unrecognized tax benefits or loss contingencies. Unrecognized benefits are not expected to increase or decrease within the next twelve months.


	United States / Canada	Peru	Total

Accounting and auditing fees	$ 25,064	$ -	$ 25,064
Consulting fees	120,000	-	120,000
Exploration costs and expenses	-	-	-
General and administrative	13,659	-	13,659
Insurance	-	-	-
Investor relations	-	-	-
Listing and filing fees	3,060	-	3,060
Legal fees	3,600		3,600
Management fees	-	-	-
Travel	4,258	-	4,258
Wages	-	-	-
Impairment of mineral property	-	-	-
Loss on settlement of debt	463,047	-	463,047
Net income (loss)	$ (632,688)	$ -	$ (632,688)

~~NOTE 9 SUBSEQUENT EVENTS~~25

OnAssets ~~June~~by ~~27,~~geographical ~~2011,~~segment: the Company entered into an agreement to sell all rights, title and interest for the Linderos 4 mining concession to Portage Resources Inc. Total consideration for the sale is 10,000,000 common shares of Portage Resources Inc.

On July 4, 2011, the Company entered into an agreement to sell all rights, title and interest for the Linderos 5 mining concession to Portage Resources Inc. Total consideration for the sale is 8,000,000 common shares of Portage Resources Inc.


	United States / Canada	Peru		Total
April 30, 2012
Mineral properties	$ Nil	$	Nil	$	Nil

April 30, 2011
Mineral properties	$ Nil	$	100,000	$	100,000

~~Both~~NOTE ~~of the concessions sold are located in the Tabaconas District, San Ignacio Province, Department of Cajamarca, Peru~~12. ~~During~~SUBSEQUENT the year ended April 30, 2010, the Company recognized an impairment loss of $200,000 related to the Linderos mining concessions. Consequently, these concessions had a carrying value of $nil at the sale agreement dates.EVENTS

~~NOTE~~Subsequent ~~10 COMPARATIVE~~to ~~FIGURES~~April 30, 2012 the Company issued 4,039,750 common shares related to its liability to issue common stock (Note 5).

~~Certain~~NOTE ~~of the comparative figures have been classified to conform to the presentation adopted in the current period~~13. RESTATEMENT

~~NOTE~~On 11November ~~SUPPLEMENTAL~~20, ~~DISCLOSURE~~2007, OFthe ~~CASH~~Company ~~FLOW~~issued ~~INFORMATION~~a promissory note in the amount of $60,000 to a related party. On June 10, 2009, this promissory note was settled with 12,000,000 common shares of the Company. The common shares issued on settlement of the notes were assigned a value of $1,680,000, which was calculated based on the trading value of the Company’s stock on the date the settlement was approved by the Board of Directors. The Company presented this transaction as a capital transaction in its financial statements for the year ended April 30, 2010; however the Company has determined that the difference between the carrying amount of the debt and the value of the common shares issued should have been recorded as a loss on extinguishment.

~~During~~On February 10, 2009, the ~~year~~Company, ~~ended~~through ~~April~~its 30wholly owned Peruvian subsidiary, ~~2011~~acquired the right, title and interest in and to Linderos mining concessions, Peru. In consideration for the property, the Company ~~settled~~issued ~~$120~~20,000,000 of its ~~debt~~common ~~through~~shares, ~~issuance~~which ofit 4valued at $200,000~~,000~~. The Company has determined that common shares issued should have been valued at their then trading price of $0.36 ~~(Note~~per 5)share, resulting in a valuation of the Linderos property of $7,200,000. Subsequent to recording the property at $7,200,000 the company wrote the property down to the fair value of $200,000.

~~During the year ended April 30, 2011, the Company issued 1,000,000 common shares at $0.01 per share for cash. (Note 5)~~26

~~During~~The ~~the year ended April 30, 2011, the~~ Company ~~converted~~has ~~$210,000~~restated ~~management fees owing to~~ the ~~officers~~financial ofstatements ~~the~~as ~~Company into 7,000,000 common shares. (Note 6)~~follows:

During the year ended April 30, 2011, the Company converted $27,694 of its convertible debentures into 1,214,816 common shares. (Note 5)



Consolidated Balance Sheet:		April 30, 2011 (Previously Reported)	April 30, 2011 (Restated)	April 30, 2010 (Previously Reported)		April 30, 2010 (Restated)
ASSETS

CURRENT ASSETS
Cash	$	1,502	1,502	-	$	-
		1,502	1,502	-		-
Mineral properties (Note 3)		100,000	100,000	100,000		100,000
TOTAL ASSETS	$	101,502	101,502	100,000	$	100,000


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	318,399	318,399	501,683	$	501,683
Due to related parties (Note 6)		16,158	16,158	16,158		16,158
Convertible debentures (Note 7)		-	-	19,382		19,382
Notes payable - related parties (Note 4)		10,338	10,338	10,338		10,338

TOTAL LIABILITIES		344,895	344,895	547,561		547,561

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-	-	-		-

Common stock, $0.001 par value, 345,000,000 shares authorized, 50,375,595 shares and 37,160,779 shares issued and outstanding, respectively (Note 5)		50,376	50,376	37,161		37,161

Additional paid in capital (Note 5)		3,616,535	10,616,535	2,792,894		9,792,894

Accumulated deficit during exploration stage		(3,910,304)	(10,910,304)	(3,277,616)		(10,277,616)
Total stockholders’ deficit		(243,393)	(243,393)	(447,561)		(447,561)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	101,502	101,502	100,000	$	100,000

~~During the year ended April 30, 2011, the Company recorded accretion interest on beneficial conversion features related to convertible debt of $7,790. (Note 7)~~27

~~NOTE~~Consolidated 12Statement ~~CONTINGENCIES~~of Operations:

There were no contingencies as at the report date.



		As Previously Reported For the Year Ended April 30, 2010		As Restated For the Year Ended April 30, 2010	As Previously Reported For the Period from inception to April 30, 2011	As Restated For the Period from Inception to April 30, 2011
OPERATING EXPENSES
Accounting and auditing fees	$	15,350	$	15,350	133,119	133,119
Consulting fees		240,000		240,000	539,000	539,000
Exploration costs and expenses		10,453		10,453	59,555	59,555
General and administrative		15,878		15,878	62,113	62,113
Insurance		-		-	27,000	27,000
Investor relation		-		-	55,393	55,393
Listing and filing fees		1,180		1,180	15,868	15,868
Legal fees		(9,236)		(9,236)	101,822	101,822
Management fees		120,000		120,000	330,000	330,000
Stock-based compensation		-		-	100,977	100,977
Travel		-		-	14,695	14,695
Wages		-		-	20,630	20,630
Impairment of mineral property		200,000		200,000	208,000	7,208,000
Total Operating Expenses		593,625		593,625	1,668,172	8,668,172
LOSS FROM OPERATIONS		(593,625)		(593,625)	(1,668,172)	(8,668,172)

OTHER INCOME (EXPENSE)

Foreign currency transaction gain		-		-	908	908
Interest income		-		-	8	8
Loss on settlement of debt		(160,000)		(1,780,000)	(2,243,048)	(2,243,048)

Total Other (Expense)/Income		(160,000)		(1,780,000)	(2,242,132)	(2,242,132)


NET LOSS AND COMPREHENSIVE LOSS	$	(753,625)	$	(2,373,625)	(3,910,304)	(10,910,304)

Basic and Diluted Loss per Common Share	$	(0.02)	$	(0.07)	(0.29)	(0.82)

2628

~~NOTE~~Consolidated 13Statement ~~SEGMENTED~~of ~~INFORMATION~~Changes in Stockholders’ Equity:

The Company operates in one segment, which is the exploration and development of mineral properties. The Company has compiled segmented information based on the geographic regions in which the Company has acquired mineral properties and performs exploration activities.



As Previously Reported:		Common Stock				Additional Paid-In		Accumulated
		Shares		Amount		Capital		Deficit		Total
BALANCE, APRIL 30, 2008		1,160,779		1,161		471,203		(420,914)		51,450
Common stock issued on property acquisition		20,000,000		20,000		180,000		-		200,000
In-kind contribution of expenses		-		-		56,474		-		56,474
Net loss for the period		-		-		-		(483,077)		(483,077)

BALANCE, APRIL 30, 2009	$	21,160,779	$	21,161	$	707,677	$	(903,991)	$	(175,153)
In-kind contribution of expenses		-		-		7,217		-		7,217
Debt settlement		16,000,000		16,000		284,000		-		300,000
Loss on debt settlement						1,780,000		(1,620,000)		160,000
Issuance of convertible debentures						14,000		-		14,000
Net loss for the period		-		-		-		(753,625)		(753,625)

BALANCE, APRIL 30, 2010	$	37,160,779	$	37,161	$	2,792,894	$	(3,277,616)	$	(447,561)
In-kind contribution of expenses		-		-		4,324		-		4,324
Debt settlement		12,214,816		12,215		808,527		-		820,742
Issuance of convertible debentures						1,790		-		1,790
Common stock issued for cash ($0.01 per share)		1,000,000		1,000		9,000		-		10,000
Net loss for the period		-		-		-		(632,688)		(632,688)

BALANCE, APRIL 30, 2011	$	50,375,595	$	50,376	$	3,616,534	$	(3,910,304)	$	(243,393)

~~Loss for the year ended April 30, 2011 by geographical segment:~~29

	United States / Canada				Peru				Total
As Restated:			Common Stock				Additional Paid-In		Accumulated
Accounting and auditing fees	$	25,064			$	-			$	25,064
			Shares		Amount		Capital		Deficit		Total
Consulting fees		120,000				-				120,000
BALANCE, APRIL 30, 2008			1,160,779		1,161		471,203		(420,914)		51,450
Exploration costs and expenses		-				-				-
Common stock issued on property acquisition			20,000,000		20,000		7,180,000		-		7,200,000
General and administrative		13,659				-				13,659
In-kind contribution of expenses			-		-		56,474		-		56,474
Insurance		-				-				-
Net loss for the period			-		-		-		(7,483,077)		(7,483,077)
Investor relations		-				-				-
BALANCE, APRIL 30, 2009	$		21,160,779	$	21,161	$	7,707,677	$	(7,903,991)	$	(175,153)
Listing and filing fees		3,060				-				3,060
In-kind contribution of expenses			-		-		7,217		-		7,217
Legal fees		3,600								3,600
Debt settlement			16,000,000		16,000		2,064,000		-		2,080,000
Management fees		-				-				-
Issuance of convertible debentures							14,000		-		14,000
Travel		4,258				-				4,258
Net loss for the period			-		-		-		(2,373,625)		(2,373,625)
Wages		-				-				-
BALANCE, APRIL 30, 2010	$		37,160,779	$	37,161	$	9,792,894	$	(10,277,616)	$	(447,561)
Impairment of mineral property		-				-				-
In-kind contribution of expenses			-		-		4,324		-		4,324
Loss on settlement of debt		463,047				-				463,047
Debt settlement			12,214,816		12,215		808,527		-		820,742
Net loss and comprehensive loss	$	632,688			$	-			$	632,688
Issuance of convertible debentures							1,790		-		1,790
Common stock issued for cash ($0.01 per share)			1,000,000		1,000		9,000		-		10,000
Net loss for the period			-		-		-		(632,688)		(632,688)
BALANCE, APRIL 30, 2011	$		50,375,595	$	50,376	$	10,616,535	$	(10,910,304)	$	(243,393)

~~Loss for the year ended April~~ 30~~, 2010 by geographical segment:~~

	United States / Canada			Peru		Total
Accounting and auditing fees	$	15,350		$	-	$	15,350
Consulting fees		240,000			-		240,000
Exploration costs and expenses		-			10,453		10,453
General and administrative		15,878			-		15,878
Insurance		-			-		-
Investor relations		-			-		-
Listing and filing fees		1,180			-		1,180
Legal fees		(9,236	)		-		(9,236	)
Management fees		120,000			-		120,000
Travel		-			-		-
Wages		-			-		-
Impairment of mineral property		-			200,000		200,000
Loss on settlement of debt		160,000			-		160,000
Net loss and comprehensive loss	$	543,172		$	210,453	$	753,625

Consolidated Statement of Cash Flows:



		As Previously Reported For the Year Ended April 30, 2010		As Restated For the Year Ended April 30, 2010	As Previously Reported For the Period from inception to April 30, 2011	As Restated For the Period from Inception to April 30, 2011
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss for the period	$	(753,625)	$	(2,373,625)	(3,910,304)	(10,910,304)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral properties		200,000		200,000	205,000	7,205,000
In-kind contribution of expenses		7,217		7,217	73,875	73,875
In-kind contribution of shares		-		-	30,003	30,003
Accretion interest (Note 7)		8,000		8,000	15,790	15,790
Loss on debt settlement (Note 5)		160,000		1,780,000	2,243,048	2,243,048
Settlement of accounts payable (Note 12)		(14,803)		(14,803)	(14,803)	(14,803)
Stock-based compensation		-		-	100,977	100,977
Changes in operating assets and liabilities:
Prepaid		-		-	-	-
Accounts receivable		-		-	-	-
Accounts payable and accrued expenses		357,492		357,492	905,006	905,006
Due to related parties		11,453		11,453	26,158	26,158
Net Cash Used In Operating Activities		(24,266)		(24,266)	(325,250)	(325,250)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of mineral rights		-		-	(50,000)	(50,000)
Net Cash Used In Investing Activities		-		-	(50,000)	(50,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common shares					340,436	340,436
Notes payable - related parties		-		-	10,338	10,338
Proceeds from Convertible debenture		24,187		24,187	25,978	25,978
Net Cash Provided By Financing Activities		24,187		24,187	376,752	376,752

NET INCREASE (DECREASE) IN CASH		(79)		(79)	1,502	1,502

CASH AT BEGINNING OF PERIOD		79		79	-	-

CASH AT END OF PERIOD	$	-	$	-	1,502	1,502

~~Capital assets by geographical segment:~~31

	United States / Canada	Peru		Total
April 30, 2011
Mineral properties	$ Nil	$	100,000	$	100,000
April 30, 2010
Mineral properties	$ Nil	$	100,000	$	100,000

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

28We have had no changes in or disagreements with our accountants. Our audited financial statements for the period ended April 30, 2012 have been included in this form 10-K in reliance upon MNP LLP, Chartered Accountants, as experts in accounting and auditing.

Item 99A. ~~Changes~~ InControls and ~~Disagreements with Accountants on Accounting and Financial Disclosure.~~Procedures

WeNot ~~have had no changes in or disagreements with our accountants~~Applicable. ~~Our audited financial statements for the period ended April 30, 2011 have been included in this form 10-K in reliance upon MNP LLP, Chartered Accountants, as experts in accounting and auditing.~~

Item 9A (T). Controls and Procedures

~~Not~~Conclusions ~~Applicable~~of Management Regarding Effectiveness of Disclosure Controls and Procedures.

~~Item~~The 9ACompany’s Chief Executive Officer/President is also as the chief financial officer/principal accounting officer (Tthe “Certifying Officer”) of the Company, and this officer is responsible for establishing and maintaining disclosure controls and procedures for the Company. ~~Controls~~ Our management has evaluated the effectiveness of our disclosure controls and ~~Procedures~~procedures pursuant to Exchange Act Rule 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, the management has concluded that there was a material weakness affecting our internal control over financial reporting, and as a result, our disclosure controls and procedures were not effective as of April 30, 2012.

~~Conclusions of~~ Management’s ~~Regarding~~Report ~~Effectiveness~~on ofInternal ~~Disclosure~~Control ~~Controls~~over ~~and~~Financial ~~Procedures.~~Reporting

The Company’s ~~Chief~~management ~~Executive Officer/President~~ is ~~also~~responsible asfor ~~the~~establishing ~~chief~~and ~~financial~~maintaining ~~officer/principal~~adequate ~~accounting~~internal ~~officer~~control ~~(the~~over ~~“Certifying~~financial ~~Officer”)~~reporting offor the company. The Company,’s ~~and~~internal ~~this~~control ~~officer~~over financial reporting is ~~responsible~~a ~~for~~process ~~establishing~~to ~~and~~provide ~~maintaining~~reasonable ~~disclosure~~assurance ~~controls~~regarding ~~and~~the ~~procedures~~reliability of our financial reporting for ~~the~~external ~~Company. Our~~purposes ~~management~~in ~~has~~accordance ~~evaluated~~with accounting principles generally accepted in the ~~effectiveness~~United States of ~~our~~America. Internal ~~disclosure~~ controls over financial reporting includes maintaining records that in reasonable detail accurately and ~~procedures~~fairly ~~pursuant~~reflect toour ~~Exchange~~transactions; ~~Act~~providing ~~Rule~~reasonable ~~15d-15(e)~~assurance that transactions are recorded as necessary for preparation of ~~the~~our ~~end~~financial statements; providing reasonable assurance that receipts and expenditures of ~~the~~company ~~period~~assets ~~covered~~are bymade ~~this~~in ~~report. Based~~accordance onwith management authorization; and providing reasonable assurance that ~~evaluation~~unauthorized acquisition, ~~the~~use ~~management~~or ~~has~~disposition ~~concluded~~of ~~that~~company ~~there~~assets ~~was~~that acould have material ~~weakness~~effect ~~affecting~~on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting, ~~and~~is asnot aintended ~~result,~~to ~~our~~provide ~~disclosure~~absolute ~~controls~~assurance ~~and~~that ~~procedures~~a ~~were~~misstatement ~~not~~of ~~effective~~our asfinancial ofstatements ~~April~~would ~~30,~~be ~~2011~~prevented or detected.

~~Management’s~~We are required by the Sarbanes-Oxley Act to include an assessment of our internal control over financial reporting in our Annual Report on ~~Internal~~Form ~~Control~~10-KSB ~~over~~beginning ~~Financial~~with ~~Reporting~~our filing for our fiscal year ended April 30, 2009 and attestation from an independent registered public accounting firm in our Annual Report on Form 10-K.

The ~~Company’s~~ management isconducted ~~responsible~~an ~~for~~assessment ~~establishing~~of ~~and~~the ~~maintaining~~effectiveness ~~adequate~~of ~~internal control over financial reporting for~~ the ~~company. The~~ Company’s internal control over financial reporting isas aof ~~process~~April to30, ~~provide~~2012 ~~reasonable~~based ~~assurance~~on ~~regarding~~ the ~~reliability~~criteria offor ~~our~~effective ~~financial~~internal ~~reporting~~control ~~for~~over ~~external~~financial ~~purposes~~reporting established in ~~accordance~~“Internal ~~with~~Control ~~accounting~~- ~~principles~~Integrated ~~generally~~Framework,” ~~accepted~~issued inby the ~~United~~Committee ~~States~~ of ~~America. Internal~~Sponsoring ~~controls~~Organizations ~~over~~(COSO) ~~financial~~of ~~reporting~~the ~~includes~~Treadway ~~maintaining~~Commission. In ~~records~~its ~~that~~evaluation, inManagement ~~reasonable~~evaluated ~~detail~~whether ~~accurately~~the ~~and~~Company ~~fairly~~had ~~reflect~~sufficient ~~our~~“preventative ~~transactions;~~controls” ~~providing~~which ~~reasonable~~are ~~assurance~~controls that ~~transactions~~have ~~are~~the ~~recorded~~objective asof ~~necessary~~preventing ~~for~~the ~~preparation~~occurrence of ~~our~~errors ~~financial~~or ~~statements;~~fraud ~~providing~~that ~~reasonable~~could ~~assurance~~result ~~that~~in ~~receipts~~a ~~and~~misstatement ~~expenditures~~ of ~~company~~the ~~assets~~financial ~~are~~statements. In ~~made~~its inevaluation, ~~accordance~~Management ~~with~~considered ~~management~~whether ~~authorization;~~there ~~and~~were ~~providing~~sufficient ~~reasonable~~internal ~~assurance~~controls ~~that~~over ~~unauthorized~~financial ~~acquisition~~reporting, ~~use~~in orthe ~~disposition~~context of ~~company~~the ~~assets~~Company’s ~~that~~control ~~could~~environment, ~~have material effect on our~~ financial ~~statements~~risk ~~would be prevented or detected on a timely basis. Because of its inherent limitations~~assessment, internal control ~~over~~activities, ~~financial~~monitoring, ~~reporting~~and iscommunication ~~not intended~~ to ~~provide~~determine ~~absolute~~whether ~~assurance~~sufficient ~~that~~controls aare ~~misstatement~~present ofand ~~our~~functioning ~~financial statements would be prevented or detected~~effectively.

We are required by the Sarbanes-Oxley Act to include an assessment of our internal control over financial reporting in our Annual Report on Form 10-KSB beginning with our filing for our fiscal year ended April 30, 2009 and attestation from an independent registered public accounting firm in our Annual Report on Form 10-K.32

~~The~~Based ~~management~~upon ~~conducted~~this an assessment, ofwe ~~the~~have ~~effectiveness~~determined ofthat ~~the~~there ~~Company’s~~was ~~internal~~a ~~control~~material ~~over~~weakness ~~financial~~affecting ~~reporting~~our ~~as of April 30, 2011 based on the criteria for effective~~ internal control over financial reporting ~~established in “Internal Control – Integrated Framework~~and,” ~~issued~~as bya ~~the~~result ~~Committee~~ of ~~Sponsoring Organizations (COSO) of the Treadway Commission. In its evaluation, Management evaluated whether the Company had sufficient “preventative controls” which are controls~~ that ~~have the objective of preventing the occurrence of errors or fraud that could result in a misstatement of the financial statements. In its evaluation~~weakness, ~~Management~~our ~~considered whether there were sufficient~~ internal ~~controls~~control over financial reporting, inprocedures ~~the~~was ~~context~~not ofeffective ~~the~~as ~~Company’s~~of ~~control~~April ~~environment~~30, ~~financial~~2012. The ~~risk~~material ~~assessment,~~weakness ~~internal~~which ~~control~~has ~~activities,~~been ~~monitoring,~~disclosed ~~and communication~~ to ~~determine~~and ~~whether~~reviewed ~~sufficient~~with, ~~controls~~our ~~are~~independent ~~present~~auditor, ~~and~~is ~~functioning~~as ~~effectively.~~follows:

29The Company initially filed a Form 10-K for the year ended April 30, 2009, without a disclosure of Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2009. Such failure to disclose its report on internal control over financial reporting impacted its conclusions regarding the effectiveness of internal controls and procedures as of the end of fiscal year 2009, with a resulting weakness. The failure to disclose Management’s assessment became apparent to the Company, since the Company does not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial reporting requirements. Mr. Vare Grewall, the former treasurer of the Company, had performed all financial reporting and disclosure functions, however, he resigned. The Company intends to hire a new Chief Financial Officer.

~~Based~~Management’s ~~upon~~Remediation this assessment, we have determined that there was a material weakness affecting our internal control over financial reporting and, as a result of that weakness, our internal control over financial reporting procedures was not effective as of April 30, 2011. The material weakness which has been disclosed to and reviewed with, our independent auditor, is as follows:Initiatives

The Company ~~initially~~recognizes ~~filed a Form 10-K for~~ the ~~year~~importance ~~ended~~of ~~April~~implementing ~~30,~~and ~~2009,~~maintaining ~~without a~~ disclosure ofcontrols ~~Management’s~~and ~~assessment~~procedures ofand ~~the effectiveness of the Company’s~~ internal ~~control~~controls over financial reporting asand ofis ~~April~~working ~~30, 2009. Such failure~~ to ~~disclose~~implement ~~its~~an ~~report~~effective onsystem ~~internal~~of ~~control~~controls. Management ~~over~~is ~~financial~~currently ~~reporting~~evaluating ~~impacted~~avenues ~~its~~for ~~conclusions~~mitigating ~~regarding~~our ~~the effectiveness of~~ internal controls ~~and~~weaknesses, ~~procedures~~but asmitigating ofcontrols ~~the~~that ~~end~~are ofpractical ~~fiscal~~and ~~year~~cost ~~2009,~~effective ~~with~~based aon ~~resulting~~the ~~weakness. The~~size, ~~failure~~structure, toand ~~disclose~~future ~~Management’s~~existence ~~assessment~~of ~~became~~our ~~apparent~~organization. Since to the Company, ~~since~~has ~~the Company does~~ not ~~maintain~~engaged ain ~~sufficient~~any ~~complement~~substantive ofoperations ~~personnel~~since ~~with~~the anloss ~~appropriate~~of ~~level~~the ofright ~~accounting~~to ~~knowledge,~~purchase ~~experience~~Pativlca ~~and~~Mineral ~~training~~Property in ~~the~~Peru, ~~application~~or ofgenerated ~~generally~~any ~~accepted~~significant ~~accounting~~revenues, ~~principles~~the ~~commensurate~~Company ~~with~~is ~~our~~limited ~~financial~~in ~~reporting~~its ~~requirements. Mr.~~options ~~Vare~~for ~~Grewall~~remediation efforts. Management, within the ~~former~~confines ~~treasurer~~ of ~~the~~its ~~Company~~budgetary resources, ~~had~~will ~~performed~~engage ~~all~~its ~~financial~~outside ~~reporting~~accounting ~~and~~firm ~~disclosure~~to ~~functions,~~assist ~~however,~~with hean ~~resigned. The~~assessment of the Company’s ~~intends~~internal tocontrols ~~hire~~over afinancial ~~new~~reporting ~~Chief~~on ~~Financial~~an ~~Officer~~on-going basis.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s ~~Remediation~~report ~~Initiatives~~was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

~~The~~Changes Company recognizes the importance of implementing and maintaining disclosure controls and procedures and internal controls over financial reporting and is working to implement an effective system of controls. Management is currently evaluating avenues for mitigating our internal controls weaknesses, but mitigating controls that are practical and cost effective based on the size, structure, and future existence of our organization. Since the Company has not engaged in any substantive operations since the loss of the right to purchase Pativlca Mineral Property in Peru, or generated any significant revenues, the Company is limited in its options for remediation efforts. Management, within the confines of its budgetary resources, will engage its outside accounting firm to assist with an assessment of the Company’s internal ~~controls~~control over financial reporting ~~on an on-going basis.~~

~~Because~~There of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been ~~detected. These~~no ~~inherent~~changes ~~limitations~~during ~~include~~ the ~~realities~~quarter that ~~judgments~~ended inApril decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events30, ~~and~~2012 ~~there can be no assurance that any design will succeed~~ in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. This annual report does not include an attestation report of the Company’s ~~registered public accounting firm regarding~~ internal ~~control~~controls over financial reporting~~. Management’s~~ ~~report~~hat ~~was~~have ~~not~~materially ~~subject~~affected, toor ~~attestation~~are byreasonably ~~the~~likely ~~Company’s registered public accounting firm pursuant~~ to ~~temporary~~materially ~~rules~~affect, ofinternal ~~the~~controls ~~Securities~~over ~~and~~financial ~~Exchange Commission that permit the company to provide only management’s report in this annual report~~reporting.

~~Changes~~Audit ~~in internal control over financial reporting~~Committee

~~There~~The Company does not have ~~been~~an noaudit ~~changes~~committee ~~during~~or a financial expert serving on the ~~quarter~~Board ~~that~~of ~~ended~~Directors. During ~~April~~the ~~30,~~coming ~~2011~~fiscal inyear the Company’s ~~internal~~plans ~~controls~~to ~~over~~form ~~financial~~and ~~reporting~~implement ~~hat~~an ~~have~~audit ~~materially~~committee ~~affected,~~and orhire ~~are~~a ~~reasonably~~Chief ~~likely~~Financial toOfficer ~~materially~~who ~~affect,~~also ~~internal~~may ~~controls~~serve ~~over~~on ~~financial~~the ~~reporting~~Board of Directors.

~~Audit~~Item ~~Committee~~9B. Other Information

~~The Company does not have an audit committee or a financial expert serving on the Board of Directors~~None. ~~During the coming fiscal year the Company plans to form and implement an audit committee and hire a Chief Financial Officer who also may serve on the Board of Directors.~~

3033

~~Item~~PART ~~9B. Other Information~~III

~~None~~Item 10. Directors, Executive Officers and Corporate Governance

31Directors and Officers

~~PART~~According ~~III~~to our bylaws, the authorized number of directors of the corporation shall not be less than one and may be as many as set by resolution of the Board of Directors.

~~Item 10~~Mr. Shahin Tabatabaei is serving the Company as the Chairman of the Board of Directors, Chief Executive ~~Officers~~Officer, ~~and~~Acting ~~Corporate~~Chief ~~Governance~~Financial Officer, Acting Chief Principal Accounting Officer and Director.

~~Directors~~Term ~~and~~of ~~Officers~~Office

~~According~~Our directors are appointed for a one-year term to ~~our~~hold ~~bylaws,~~office until the ~~authorized~~next ~~number~~annual ofgeneral ~~directors~~meeting of ~~the~~our ~~corporation~~shareholders ~~shall~~or ~~not~~until beremoved ~~less~~from ~~than~~office ~~one~~in ~~and~~accordance ~~may~~with beour asbylaws. Our ~~many~~officers asare ~~set~~appointed by ~~resolution~~our board of ~~the~~directors ~~Board~~and ofhold ~~Directors~~office until removed by the board.

~~Mr.~~Significant ~~Shahin Tabatabaei is serving the Company as the Chairman of the Board of Directors, Chief Executive Officer, Acting Chief Financial Officer, Acting Chief Principal Accounting Officer and Director.~~Employees

~~Term~~The ofCompany ~~Office~~has no significant employees other than the executive employee described above.

~~Our~~No ~~directors~~Audit ~~are~~Committee ~~appointed for a one-year term to hold office until the next annual general meeting of our shareholders~~ or ~~until~~Financial ~~removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.~~Expert

~~Significant~~The ~~Employees~~Company does not have an audit committee or a financial expert serving on the Board of Directors. The Company plans to form and implement an audit committee and hire a Chief Financial Officer who also may serve on the Board of Directors.

~~The~~Code ~~Company~~of ~~has no significant employees other than the executive employee described above.~~Ethics

NoThe ~~Audit~~Company ~~Committee~~does ornot ~~Financial~~have ~~Expert~~a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

~~The~~Section ~~Company does not have an audit committee or~~ 16(a) ~~financial~~Beneficial ~~expert~~Ownership ~~serving~~Reporting ~~on the Board of Directors. The Company plans to form and implement an audit committee and hire a Chief Financial Officer who also may serve on the Board of Directors.~~Compliance

~~Code~~Under Section 16(a) of ~~Ethics~~the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the Securities and Exchange Commission. The Company has not registered as a public company under Section 12 of the Securities Exchange Act of 1934, and therefore no reports have been filed under Section 16(a) there under.

~~The~~Item ~~Company does not have a code of ethics for our principal executive and financial officers~~11. ~~The~~ ~~Company's~~Executive ~~management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.~~Compensation

~~Section~~Currently, ~~16(~~the company is not paying Shahin Tabatabaei a) ~~Beneficial~~salary. The ~~Ownership~~company ~~Reporting~~is ~~Compliance~~currently negotiating a contract for executive compensation for Shahin Tabatabaei. At this time, no bonus, stock awards and option awards have been paid to Shahin Tabatabaei for the period ended April 30, 2012.

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the Securities and Exchange Commission. The Company has not registered as a public company under Section 12 of the Securities Exchange Act of 1934, and therefore no reports have been filed under Section 16(a) there under.34


		Annual Compensation			Long Term Compensation
					Awards		Payout(s)
Name and Principal Position	Year	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-equity incentive plan compensation $	Nonqualified deferred compensation earnings $	All Other Compensation $	Total $
Shahin Tabatabaei	2012	0	0	0	0	0	0	0	0

Item 1112. ~~Executive~~ ~~Compensation~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Currently,~~The following table provides the ~~company~~names isand ~~not~~addresses ~~paying~~of ~~Shahin~~each ~~Tabatabaei~~person aknown ~~salary. The~~to ~~company~~us isthat ~~currently~~owns ~~negotiating~~more athan ~~contract~~5% ~~for~~of ~~executive~~our ~~compensation~~outstanding ~~for~~Common ~~Shahin~~Stock ~~Tabatabaei. At~~as ~~this~~of ~~time~~April 30, ~~no bonus~~2009, ~~stock~~and ~~awards~~by ~~and~~the ~~option~~officers ~~awards~~and ~~have~~directors ~~been~~of ~~paid~~the toCompany, ~~Shahin~~individually ~~Tabatabaei for~~and ~~the~~as ~~period~~a ~~ended~~group. Except ~~April~~as 30otherwise indicated, ~~2011~~all shares are owned directly.

		Annual Compensation			Long Term Compensation
		Amount of
					Awards		Payout(s)
Title of Class	Name and address of beneficial owner	beneficial	Percent of
Name and Principal Position	Year	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-equity incentive plan compensation $	Nonqualified deferred compensation earnings $	All Other Compensation $	Total $
		ownership	class
Shahin Tabatabaei	2011	0	0	0	0	0	0	0	0
Common Stock	Shahin Tabatabaei, Director 1480 Benevides Stmiraflores Lima 18 R5 0000	0	0%

~~The~~As ~~following table provides the names and addresses~~ of ~~each~~April ~~person~~30, ~~known~~2012, tothe usamount ~~that owns more than 5%~~ of ~~our~~$16,158 ~~outstanding~~was ~~Common~~still ~~Stock~~owed asto offormer ~~April~~directors ~~30, 2009,~~ and ~~by the~~ officers ~~and directors~~ of the ~~Company,~~company ~~individually~~for ~~and~~expenses aspaid aon ~~group. Except~~behalf asof ~~otherwise~~the ~~indicated,~~Company ~~all~~in ~~shares~~fiscal ~~are~~2009 ~~owned~~and ~~directly~~2010.

		Amount of
Title of Class	Name and address of beneficial owner	beneficial	Percent of
		ownership	class
Common Stock	Shahin Tabatabaei, Director 1480 Benevides Stmiraflores Lima 18 R5 0000	0	0%

The Company issued an unsecured promissory note in the amount of $10,000 to a related party. This subject unsecured promissory note bears no interest and is due upon demand. This officer also loaned the company an additional $338 which is also unsecured, bears no interest and is due upon demand.

~~Item~~During ~~13. Certain~~fiscal ~~Relationships~~2012, ~~Related~~the ~~Transactions~~Company calculated imputed interest of $724 (2010 - $1,217) ~~and~~on ~~Director~~the ~~Independence~~related parties’ notes.

~~For~~During ~~the~~ fiscal ~~year ended April 30~~2012, ~~2011,~~the ~~Management~~officers ~~fees~~ of ~~$210,000~~the ~~owed~~Company toincurred a$nil ~~former~~(2010 ~~director~~- of$10,454) for the ~~Company~~expenses ~~was~~paid ~~settled~~on ~~through~~behalf ~~the issuance~~ of ~~7,000,000~~the ~~common shares~~Company.

AsDuring offiscal ~~April 30~~2012, ~~2011,~~ the ~~amount~~Company ofaccrued $~~16,158~~nil ~~was~~(2010 ~~still~~- ~~owed~~$120,000) toof ~~former~~management ~~directors~~fees ~~and~~to ~~officers of~~ the ~~company~~officers ~~for expenses paid on behalf~~ of the Company ~~in fiscal 2009 and 2010~~.

~~The~~On November 20, 2007, the Company issued ana ~~unsecured~~ promissory note in the amount of $1060,000 to a related party. ~~This~~ ~~subject~~On ~~unsecured~~June 10, 2009, this promissory note ~~bears~~was nosettled ~~interest~~with ~~and~~12,000,000 iscommon ~~due~~shares ~~upon~~of ~~demand~~the Company (Notes 4 and 5). ~~This~~ ~~officer~~The ~~also~~common ~~loaned~~shares issued on settlement of the ~~company~~notes anwere ~~additional~~assigned a value of $~~338~~1,680,000, which iswas ~~also~~calculated ~~unsecured,~~based ~~bears~~on nothe ~~interest~~trading ~~and~~value isof ~~due~~the ~~upon~~Company’s ~~demand~~stock on the date the settlement was approved by the Board of Directors. The company recorded a loss on the extinguishment of debt of $1,620,000.

3335

~~During~~Share ~~fiscal~~Transfers ~~2011, the Company calculated imputed interest of $724 (2010 - $1,217) on the related parties’ notes.~~

~~During~~On ~~fiscal~~November ~~2011~~2, ~~the~~2007, ~~officers~~Ms. ofSandy Sandhu, the Company’s ~~incurred~~Director, ~~$nil~~President, ~~(2010~~Treasurer, -and ~~$10~~Secretary,~~454)~~ ~~for~~upon ~~the~~her ~~expenses~~resignation, ~~paid~~transferred on15,000,000 ~~behalf~~shares of common stock to Mr. Len DeMelt the ~~Company~~incoming Director.

~~During~~On ~~fiscal~~November ~~2011~~8, 2007, Mr. Karmjit Gill, the ~~Company~~past ~~accrued~~president ~~$nil~~of ~~(2010~~the -Company ~~$120~~transferred 15,000),000 ofshares ~~management~~to ~~fees~~Mr. toVare Grewal, the ~~officers~~incoming ofDirector, ~~the~~Treasurer ~~Company~~and Secretary.

OnNote ~~November 20, 2007, the Company issued a promissory note in the amount of $60,000~~ to aRelated ~~related~~Party ~~party.~~for OnMineral ~~June~~Claim 10, 2009, this promissory note was settled with 12,000,000 common shares of the Company (Notes 4 and 5). The common shares issued on settlement of the notes were assigned a value of $1,680,000, which was calculated based on the trading value of the Company’s stock on the date the settlement was approved by the Board of Directors. As this transaction was with a related party, the loss on the extinguishment of debt of $1,620,000 has been recorded as a capital transaction.

~~Share~~Prior ~~Transfers~~to Mr. Len DeMelt joining the Company as a Director, Mr. DeMelt was in the process of acquiring the Llipa property for his personal portfolio of mineral interests. He had placed a $50,000 deposit toward the $100,000 sale price of the property. Once Mr. DeMelt was appointed as a director, he agreed to transfer the sale contract to the Llipa property to the Company and, as a term of that conveyance, the Company committed to invest in exploration on the property. The Company paid to the seller the remaining balance of $50,000 in cash and executed a promissory note to Mr. DeMelt for the $50,000 deposit to fully acquire the Llipa mineral property.

OnAssignment ~~November 2, 2007, Ms. Sandy Sandhu, the Company’s Director, President, Treasurer, and Secretary, upon her resignation, transferred 15,000,000 shares~~ of ~~common~~Mineral ~~stock~~Claim ~~to Mr. Len DeMelt the incoming Director.~~

OnDuring ~~November~~the 8,fiscal ~~2007~~2008, ~~Mr.~~a ~~Karmjit~~director ~~Gill,~~of the ~~past~~Company ~~president~~transferred the title of the ~~Company~~El ~~transferred~~Baron ~~15,000,000~~property ~~shares~~ to ~~Mr.~~the ~~Vare~~Company’s ~~Grewal,~~name ~~the~~without ~~incoming~~consideration. The ~~Director~~value of $5,000 ~~Treasurer~~was ~~and~~assigned ~~Secretary~~to the property.

~~Note~~Loans ~~to Related Party for Mineral Claim~~

~~Prior~~On toAugust ~~Mr.~~28, ~~Len~~2007, ~~DeMelt joining~~ the Company asissued a ~~Director,~~promissory ~~Mr.~~note ~~DeMelt was~~ in the ~~process~~amount of ~~acquiring the Llipa property for his personal portfolio of mineral interests. He had placed a~~ $5010,000 ~~deposit toward the $100,000 sale price of the property. Once Mr. DeMelt was appointed as a director, he agreed~~ to ~~transfer the sale contract to the Llipa property to the Company and, as~~ a ~~term~~related ~~of that conveyance, the Company committed to invest in exploration on the property~~party. ~~The~~ This ~~Company paid to the seller the remaining balance of $50,000 in cash and executed a~~ promissory note tois ~~Mr. DeMelt for the $50~~unsecured,~~000~~ ~~deposit~~bears tono ~~fully~~interest ~~acquire~~and ~~the~~is ~~Llipa~~due ~~mineral~~on ~~property~~demand.

~~Assignment~~During ofthe ~~Mineral~~fiscal ~~Claim~~2008, an officer loaned the Company $338. This loan is unsecured, bears no interest and is due on demand.

During the fiscal 2008, aan ~~director~~officer ofloaned the Company ~~transferred~~$1,440. ~~the~~This ~~title~~loan ofis ~~the~~unsecured, Elbears ~~Baron~~no ~~property~~interest toand ~~the~~is ~~Company’s~~due ~~name~~on ~~without consideration~~demand. ~~The value of $5,000 was assigned to the property.~~

~~Loans~~Assignment of Convertible Note and Issuance of Treasury Shares

On ~~August~~March 281, ~~2007~~2009, ~~the~~an ~~Company~~officer ~~issued~~of ~~a promissory note in~~ the ~~amount~~company ofassigned a $1060,000 toconvertible ~~a related party~~note. ~~This~~ The ~~promissory~~assigned note is unsecured, and bears no interest ~~and is due on demand~~.

~~During~~On ~~the~~June ~~fiscal~~10, ~~2008~~2009, anthe ~~officer~~note ~~loaned~~holders converted the ~~Company~~note ~~$338.~~to ~~This~~common ~~loan~~stock, isand ~~unsecured~~the company issued 20,000,000 ~~bears~~shares noof ~~interest~~treasury ~~and~~shares isto ~~due~~eight onseparate ~~demand~~shareholders.

~~During~~Purchase ~~the~~of ~~fiscal~~Common ~~2008,~~Stock anby ~~officer~~Officers ~~loaned the Company $1,440. This loan is unsecured, bears no interest~~ and isDirectors ~~due on demand.~~

34On December 2007 and January 2008, a total of 234,831 units were sold to Officers and Directors of the Company in connection with a private placement.

~~Assignment of Convertible Note and Issuance of Treasury Shares~~36

OnItem ~~March 1, 2009, an officer of the company assigned a $60,000 convertible note~~14. ~~The~~ ~~assigned~~Principal ~~note~~Accountant isFees ~~unsecured~~ and ~~bears no interest.~~Services

~~On June 10~~Audit, ~~2009,~~Audit-Related ~~the note holders converted the note to common stock,~~ and ~~the~~Non-Audit ~~company issued 20,000,000 shares of treasury shares to eight separate shareholders.~~Fees

~~Purchase~~The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, MNP LLP, Chartered Accountants, for the audit of ~~Common~~our ~~Stock~~annual financial statements for the years ended April 30, 2012. For the year ended April 30, 2009, the table represent fees for the professional services and fees billed for other services rendered by ~~Officers~~are former auditors, Cinnamon Jang Willoughby & Company, Chartered Accountants which was acquired by MNP LLP. For the year ended April 30, 2008, the table represents fees for the professional services and ~~Directors~~fees billed by both Cinnamon Jang Willoughby & Company, Chartered Accountants and Webb & Company, P.A., Certified Public Accountants.

On December 2007 and January 2008, a total of 234,831 units were sold to Officers and Directors of the Company in connection with a private placement.


Description of Service	Fees (May 1, 2011 to April 30, 2012) ($)	Fees (July 11, 2005 (Inception) to April 30, 2012) ($)
Audit fees	22,640	155,759
Audit-related fees	-	-
Tax fees	-
All other fees		-
Total	22,640	155,759

~~Item~~PART ~~14. Principal Accountant Fees and Services~~IV

~~Audit,~~Item ~~Audit-Related~~15. Exhibits and ~~Non-Audit~~Financial ~~Fees~~Statement Schedules

The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, MNP LLP, Chartered Accountants, for the audit of our annual financial statements for the years ended April 30, 2011. For the year ended April 30, 2010, the table represent fees for the professional services and fees billed for other services rendered by are former auditors, Cinnamon Jang Willoughby & Company, Chartered Accountants which was acquired by MNP LLP,. For the year ended April 30, 2008, the table represents fees for the professional services and fees billed by both Cinnamon Jang Willoughby & Company, Chartered Accountants and Webb & Company, P.A., Certified Public Accountants.Exhibits

Description of Service		Fees (May 1, 2010 to April 30, 2011) ($)		Fees (July 11, 2005 (Inception) to April 30, 2011) ($)
Number	Description
Audit fees			25,064		133,119
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Audit-related fees			-		-
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Tax fees			-
All other fees					-
Total			25,064		133,119

3537

~~PART IV~~SIGNATURES

~~Item~~Pursuant to the requirements of Section 13 or 15~~. Exhibits~~(d) ~~and~~of ~~Financial~~the ~~Statement~~Exchange ~~Schedules~~Act, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibits


	Nilam Resources, Inc.

Date: July 30, 2012	By/s/ Shahin Tabatabaei
	Shahin Tabatabaei
	Chief Executive Officer, Acting Chief Financial Officer, Acting Principal Accounting Officer, and Director

Number	Description
3.1	Certificate (Articles) of Incorporation as filed with the Nevada Secretary of State on July 11, 2005.
3.2	Certificate of Amendment changing the number of its authorized shares of common stock from sixty-nine million (69,000,000) shares, at $0.01 par value, to three-hundred and forty-five million (345,000,000) shares of common stock at 0.001 par value and 1,000,000 shares shall be preferred stock, each share having a par value of $0.001 filed with the Nevada Secretary of State on February 26, 2007.
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Pursuant to the requirements of 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 dates indicated.

Signature

Title

Date

/s/Shahin Tabatabaei

Shahin Tabatabaei

Chief Executive Officer, Acting Chief Financial Officer, Acting Principal Accounting Officer, and Director

July 30, 2012

~~SIGNATURES~~38

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

	Nilam Resources, Inc.
Date: August 12, 2011	By /s/ Shahin Tabatabaei
	Shahin Tabatabaei
	Chief Executive Officer, Acting Chief Financial Officer, Acting Principal Accounting Officer, and Director

Pursuant to the requirements of 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 dates indicated.

Signature	Title	Date
/s/Shahin Tabatabaei Shahin Tabatabaei	Chief Executive Officer, Acting Chief Financial Officer, Acting Principal Accounting Officer, and Director	August 12, 2011

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