- Amended Annual Report (Small Business Issuers) (10KSB/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/ Amendment No. 3

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

For the fiscal year ended April 30, 2008

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

For the transition period from ______________ to ______________

Commission File Number: 333-135980

NILAM RESOURCES INC.

(Name of small business issuer in its charter)

Nevada	98-0487414
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

35 Du Parc Des Erables, LaPrairie,

Quebec, Canada, J5R 5J2

(Address of principal executive offices)

1-514-449-5914

Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

Common Stock

(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act x

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act: Yes o No x

State issuer's revenues for its most recent fiscal year: None.

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of 28,788,725 shares valued at $.04, or $1,151,549.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares of the registrant's common stock outstanding as of July 28, 2008: 58,038,871 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Transitional Small Business Disclosure Format: Yes o No x

Explanatory Notes

This Form 10-KSB/Amendment No. 3 has been amended to include the following:

PART II

- ITEM 7. FINANCIAL STATEMENTS.

- ITEM 7. This amended annual report includes a revised report from the successor auditor HLB Cinnamon, Jang and Willoughby.

PART III

- EXHIBITS Section 4(d) of the attached Certifications have been edited to reflect the date as of the end of the period covered by this report.

TABLE OF CONTENTS

INDEX

PART I
		Page
Item 1.	Description of Business	1
Item 2.	Description of Property	5
Item 3.	Legal Proceedings	5
Item 4.	Submission of Matters to a Vote of Security Holders	5

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	6
Item 6.	Management's Discussion and Analysis or Plan of Operation	6
Item 7.	Financial Statements	11
Item 8.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	none
Item 8A.	Controls and Procedures	24
Item 8B.	Other Information	25

PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act	26
Item 10.	Executive Compensation	28
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 12.	Certain Relationships and Related Transactions, and Director Independence	31
Item 13.	Exhibits	31
Item 14.	Principal Accountant Fees and Services	none

Signatures		32

PART I

ITEM 1. DESCRIPTION OF BUSINESS

We are an exploration stage mining company engaged in the acquisition and exploration of mineral properties with the objective of exploiting any mineral deposits we discover. The Company owns two properties in Peru respectively named the El B aron and Llipa Projects (collectively the “Peruvian claims”). 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 either property.

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 B aron 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 is completed.

Even if we complete our proposed exploration programs on the Peruvian properties and we are successful in identifying a mineral deposit, the Company will have to spend substantial funds on further drilling and engineering studies before knowing if the deposit is commercially viable.

The Company is actively seeking additional mineral properties and is continually evaluating other opportunities in South and Central America. The Company is currently focused on attempting to locate a coal property for acquisition in Columbia, South America. The Company can make no assurances that it will be able to successfully locate any properties for acquisition or should it be able to locate a property, that it will be able to fund its acquisition.

Mining Claims – Description, Location, Access and Mineralization

Lucky Strike Property – British Columbia, Canada

In 2006, the Company acquired a 100% undivided right, title, and interest in one mineral claim located in the Similkameen Region of British Columbia, Canada for $3,000. The Company hired qualified consultants and engineers who completed two phases of exploration on the property. Test results revealed that is was unlikely that the Lucky Strike claim contained economically viable mineralization. For that reason, the Company did not renew its rights to that claim and it expired March 13, 2008.

Llipa Claim - Peru

On November 28, 2007, the Company acquired the Llipa mineral concessions at a cost of $100,000 from MRC1 Explorations, ERIL. The Company has paid $50,000 and owes $50,000 on a promissory note to Mr. DeMelt. The title to the Llipa claim was transferred to the Company’s wholly owned subsidiary, Nilam Resources Peru, SA.

Immediately prior 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.

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 Project is located in the Llipa District, Ocros Province, Ancash Department approximately 380 kilometers northeast of Lima, Peru by paved and gravel roads. The property is located within the following coordinates, UTM;

E 254,000, N 8’853,000

E 257,000, N 8’855,000

The property has access 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.

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

History of Llipa Claim

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.

Additionally, during this time of social unrest, the labor unions in the area became increasingly difficult to negotiate with. 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 terrorist activity in the country ended rather abruptly 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.

Today, the international community considers Peru a stable country with a robust economy. This is evidenced by the United States Congress ratifying 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.

A recent estimate calculated over 1,000,000 metric 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 property, or if such minerals are discovered, that it will enter into commercial production.

El B aron Claim - Peru

On or about December 10, 2007, the Company’s wholly owned subsidiary, Nilam Resources Peru, SA, acquired the El B aron property (aka “El Baron”). The El B aron claim was staked by Mr. Len DeMelt, the Chairman of the Board of Directors of the Company. Mr. DeMelt transferred the claim to the Company for no consideration.

The El B aron property 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.

Claim details are as follows;

Claim Name	Hectare	Code
El B aron	300	01-05511-07
TOTAL	300

No prior geological evaluations have been conducted on the El B aron claim. The Company intends to soon begin prospecting, geological mapping, 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.

The Company can provide no assurance that it will discover economic mineralization on the property, or if such minerals are discovered, that it will enter into commercial production.

Pativilca Claim - Peru

On January 13, 2008 the Company’s wholly owned subsidiary, Nilam Resources Peru SA, entered into a letter of intent with MRC1 Exploration EIRL to purchase the Pativilca property. Under 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.

The Pativilca property (also known as “Baco project”) is located is located in the last western reinforcement of the western of central Andes of Peru, about 235 kilometers NNW of Lima. The property consisted of 6 mining concessions that were a total of 2,100 hectares. The Baco project included a fully functioning gold production operation with cyanidation plant capable of 50 tons of ore per day. The Company was in the process of applying for the necessary water usage and explosive permits but has since stopped that process.

Due 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. After the close of the fiscal year but prior to filing of this report, 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.

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 control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

	-	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.

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 we 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.

Employees

The Company has three executive employees in North America, Mr. Alain Vachon, President; Mr. Vare Grewal, Secretary, Treasurer and Director; and Mr. Larry Sostad serve as the Director of Mining.

On June 12, 2008, Mr. Vare Grewal resigned from his positions of Secretary, Treasurer and Director. Mr. Vachon is currently filing those roles until a replacement is located and hired.

In South America the Company has two executive employees, Mr. Juan Manuel Elescano, Director of Exploration, Peru and Mr. Carlos Ortiz, Director of Operations, Peru. Additionally, the Chairman of the Board of Directors, Mr. Len DeMelt lives in Lima, Peru and utilizes his staff of assistants, bookkeepers and geologists to support the Company’s operations in Peru.

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 created, 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 and El B aron properties.

Patents and Trademarks

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

Reports to Security Holders

Although we are 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.

ITEM 2. DESCRIPTION OF PROPERTY

The Company owns the mineral exploration rights on the Llipa and El B aron mineral properties located in the Peru. We do not own interest in any other mining properties.

Recently the Company moved its primary office to 35 Du Parc Des Erables, La Prairie , Quebec, Canada, J5R 5J2 which is provided to the Company at no cost. Through the duration of our fiscal year covered by this report, the Company maintained an office at Suite 503-42 Camden St., Toronto, Ontario M5V 1V1.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

The Company's Common Stock has been listed on the NASD over-the-counter Electronic Bulletin Board. Our Common Stock is traded on the OTC Bulletin Board under the trading symbol NILR. The following table below presents the closing high and low closing bid prices for our common stock for each quarter. These prices reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. We obtained the following information from Pink OTC Markets Inc.

	Closing Bid Prices
2007	High		Low
May 1 thru July 31	$	.10	$	.10

Aug. 1 thru Oct. 31	$	.10	$	.10

Nov. 1 thru Jan. 31 2008	$	1.80	$	.10

2008
Feb. 1 thru April 30	$	2.21	$	1.35

Since its inception, no dividends have been paid on the Company's Common Stock. The Company intends to retain any earnings for use in its business activities, so it is not expected that any dividends on the Common Stock will be declared and paid in the foreseeable future.

The Company did not repurchase any shares of its issued and outstanding shares of common stock during the fiscal year ended April 30, 2008.

During December 2007 and January 2008, the Company, in reliance upon Regulation S under the Securities Act of 1933, as amended, sold 538,874 units at $.50 per unit in fourteen separate transactions for gross proceeds of $269,437. Each unit consisted of one share of Common Stock and one Warrant to purchase a share of Common Stock at an exercise price of $.60 for 24 months. The stock was purchased by the officers and directors and individual investors who are associates of the officers and director of the Company.

At year ended April 30, 2008, the Company had 24 registered shareholders of record.

The stock transfer agent and registrar for the Common Stock of the Company is Empire Stock Transfer Inc., 7251 West Lake Mead Blvd. Suite 300, Las Vegas, NV 89128.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Information and Cautionary Statements

When used in this report on Form 10-KSB/ Amendment No. 2 , the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and those actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Description of Business," and "Item 6. Management's Discussion and Analysis of Financial Condition and Plan of Operation," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Plan of Operation

The Company is focused on locating and securing exceptional mineral properties to add to its present holdings. Currently, the management of the Company has been searching both for gold projects in Peru and coal properties in Columbia, South America.

The Company held two properties in Peru where it has taken surface and underground samples from the existing mineral properties but has not yet completed a full integrated exploration programs on each one. Results from these samples indicated that economic mineralization occurred on the properties but at this stage, the Company is unable to size the extent of these mineralized zones.

The plan of operation for the next twelve months is to complete a first stage exploration program on the Llipa and El B aron claims consisting of geophysical (Magnetometer and Induced Polarization) surveys coupled with detailed geological mapping and extensive trenching and sampling. The Company estimates that $200,000 is required to complete such works. The Company intends to undertake this exploration work program at the end of 2008 or beginning of 2009. Currently, it is doubtful whether the Company will have sufficient financial resources to fund the necessary exploration programs. If the Company cannot raise additional money, the proposed exploration programs will be postponed temporarily. The Company anticipates that additional funding will be in the form of equity financing from the sale of our common stock or from loans. The Company does not have any arrangements in place for any future equity financing or loans.

Additionally, should the Company identify economic mineralization after completion of the first stage exploration campaign, it will have to raise approximately an additional $500,000 to make the properties operational. These funds will be used to carry out the complementary exploration works needed to delineate probable reserves on the property, especially the implementation of a diamond drilling in order to, at least, establish a drill-indicated reserve figure prior to commencing any mining operations. Further, should the drilling indicate economically viable probable reserves, a minimum of $2,000,000 will be necessary over the twenty four months to pay for the Company’s employees, to purchase necessary vehicles and equipments and to build the mine and the processing plant. Additional funds beyond those stated could be needed for unforeseen expenses or in the event the Company is unable to develop revenue from the property. The Company is hopeful that it can raise the necessary funds, but can provide no assurances that it will be able to raise the necessary capital to complete the exploration and commence operations.

The Company can provide no assurances that there are commercially viable quantities of mineral on its Peruvian properties. At this preliminary stage, the Company makes no statement with regards that any of its two properties host indicated or proven reserves. Should the Company discover through its exploration program that the probable reserves are not commercially viable, the Company will not commence mining operations. The specific details of the exploration plan are under contemplation by the officers and technical staff of the Company.

A further material uncertainty is the fact that the Company will have to obtain all permits required by the Peruvian Government to proceed with a commercial operation. Among these permits are the social license that has to be issued by the municipality where the property is located, the use of water, explosives and an authorized tailing pond. These permits are necessary to operate a mine. Although the Company believes that it will be able to obtain those permits within a reasonable amount of time and modest expense, it cannot provide any assurances of such. If the Company cannot obtain those permits it will have the option to subcontract with, or lease the property to, a third party which may have better successes to obtain such permits.

Results of Operations from the Period of Inception through April 30, 2008

The Company incurred operating expenses in the amount of $ 421,829 for the period from our inception on July 11, 2005 to April 30, 2008. These operating expenses were comprised primarily, stock based compensation of $100,977, professional fees (accounting, auditing and legal fees) of $79,593, investor relations of $38,468, explorations costs and expenses of $45,705, general and administrative expenses of $21,665, and a write down of value on our El Baron mineral property of $5,000. These and other expenses resulted in a net loss from inception of $421,829.

Results of Operation

Comparison of the Years Ended April 30, 2008 and 2007.

The Company anticipates incurring a loss as a result of exploration and development expenses, and expenses associated with the operations of the Company. The Company does not anticipate any revenue in the near future until its mineral interests have reached the point of economic viability. Additional expenditures are necessary to determine if any future revenues will be generated from our mining properties. The Company has incurred losses in each year since the period from inception on July 11, 2005 (date of inception), through the current fiscal year ended April 30, 2008.

For the year ended April 30, 2008 compared to the year ended April 30, 2007, the Company had a net loss of $ 342 ,249 and $68,479 respectively, an increase of 400 %.

Mining exploration costs increased from $700 during the year ended April 30, 2007 as compared to $38,505 for the comparable period ended April, 30 2008, due primarily to the completion of Phase II of our exploration program of the Lucky Strike claim and the preliminary geological work done upon the acquisition of the Llipa and El B aron claims in Peru.

General and administrative expenses increased from $678 during the year ended April 30, 2007, to $20,852 for the fiscal year ended April 30, 2008.

Professional fees and expenses increased from $26,492 during the year ended April 30, 2007, to $79,593 for the year ended 2008 for an increase of 200%.

Liquidity and Capital Resources

At April 30, 2008, the Company had current assets of $40,965 working capital of $13,329, and had used $229,473 in operating activities during the year ended April 30, 2008. The Company has an accumulated deficit of $ 420 ,914 since the inception of the Company on July 11, 2005 through April 30, 2008; and has had a net increase in cash flow of $302 since inception. As a result, the independent auditors of the Company have expressed substantial doubt about the Company’s ability to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

The Company has identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis or Plan of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the Notes to the April 30, 2008 Financial Statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the period 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 stock-based compensation.

Cash and Cash Equivalents

For purposes of 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.

Mineral Property

LLIPA Property

The Company capitalized acquisition and option costs of the Llipa mineral property rights in accordance with Emerging Issues Task Force (EITF) abstract 04-02. The amount capitalized represents the fair value at the time the mineral rights are acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the units of production method.

Impairment of Long-Lived Assets – The Company evaluates the carrying value of acquired mineral property rights in accordance with EITF – 04-03, “Mining Assets: Impairment and Business Combinations,” using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on the discounted estimated future cash flows. Future cash flows are based on estimated quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineering life-of-mine plans.

In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of future cash flows from other asset group. With the exception of other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, all assets at a particular operation are considered together for purposes of estimating future cash flows. In the of mineral interest associated with other mine-related exploration potential.

EL VARON Property

Pursuant to SFAS No. 144, the recoverability of the acquisition costs associated with the purchase of the El Baron mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed. Accordingly, the $5,000 related to acquisition of those mineral rights was impaired as of the quarter ended January 31, 2008 .

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” Basic loss per share includes no dilution and is 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) of the 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.

Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, 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 Statement 109, 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.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with SFAS No. 52, “Foreign Currency Translation”, 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. As of April 30, 2008, the Company recorded a transaction gain from the settlement of subscriptions receivable received in Canadian Dollars. The gain was determined at the exchange rates on the date of settlement.

Business Segments

The Company operates in one industry segment within two geographical areas, Canada and Peru. The mineral properties are held solely in the Peru segment.

Long-Lived Assets

The Company accounts for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 Accounting for Goodwill and Other Intangible Assets@ and Accounting for Impairment or Disposal of Long-Lived Assets@ (ASFAS No. 142 and 144@). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands the required disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. Management is assessing the impact of the adoption of SFAS No. 157.

In September 2006, the FASB issued Statement No. 158, “ Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”), an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires (a) recognition of the funded status (measured as the difference between the fair value of the plan assets and the benefit obligation) of a benefit plan as an asset or liability in the employer’s statement of financial position, (b) measurement of the funded status as of the employer’s fiscal year-end with limited exceptions, and (c) recognition of changes in the funded status in the year in which the changes occur through comprehensive income. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006. The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. SFAS No. 158 has no current applicability to the Company’s financial statements.

In September 2006, the Securities Exchange Commission issued Staff Accounting Bulletin No. 108 (“SAB No. 108”). SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. When the effect of initial adoption is material, companies will record the effect as a cumulative effect adjustment to beginning of year retained earnings and disclose the nature and amount of each individual error being corrected in the cumulative adjustment. SAB No. 108.

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), an amendment of FASB Statement No. 115. SFAS No. 159 addresses how companies should measure many financial instruments and certain other items at fair value. The objective is to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. Management is assessing the impact of the adoption of SFAS No. 159.

ITEM 7. FINANCIAL STATEMENTS

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2008

(Stated in US Dollars)

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	13	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PAGE	15	CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2008 AND 2007
PAGE	16	CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2008.

PAGE	17	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2008.

PAGE	18	CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2008.

PAGES	19	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Nilam Resources Inc.;

We have audited the accompanying balance sheet of Nilam Resources Inc. (the “Company”) as at April 30, 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. We have also audited the consolidated statements of operations, stockholders’ equity, and cash flow for the period from the date of inception on July 11, 2005 to April 30, 2008, 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 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.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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 of April 30, 2008 and 2007, and the results of its operations and cash flows for the years then ended and for the period from the date of inception on July 11, 2005 to April 30, 200 8 in conformity with generally accepted accounting principles in the United States of America.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the company has suffered recurring losses from operations and has a net working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2, the accompanying consolidated balance sheet as of April 30, 2008, and the consolidated statements of operations, stockholders’ equity and cash flows for the year ended April 30, 2008 have been restated.

Chartered Accountants

Burnaby, Canada

June 23, 2008

Except as discussed in Note 2 which is as of October 8, 2008

Webb & Company, P.A.

Certified PublicAccountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

Nilam Resources Inc.

We have audited the accompanying balance sheet of Nilam Resources Inc. as at April 30, 2007, and the related statements of operations, changes in stockholders’ equity and cash flows for the year then ended April 30, 2007 and for the period from July 11, 2005 (Inception) to April 30, 2007. 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.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Nilam Resources, Inc. as of April 30, 2007 and the results of its operations and its cash flows for the year ended April 30, 2007 and for the period from July 11, 2005 (Inception) to April 30, 2007, in conformity with accounting principles generally accpted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage with an accumulated deficit of $78,672 and a negative cash flow from operations of $42,780 for the year ended April 30, 2007. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ WEBB & COMPANY, P.A.

WEBB & COMPANY, P.A.

Certified Public Accountants

Boynton Beach, Florida

July 11, 2007

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

(STATED IN U.S. DOLLARS)

	April 30, 2008 (As restated – Note 2)			April 30, 2007
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	13,329		$	13,027
Accounts receivable		1,896			-
Prepaid		25,740			2,225

Mineral properties (Note 4)		100,000
TOTAL ASSETS	$	140,965		$	15,252


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	27,737		$	2,924
Due to related parties (Note 7)		1,440			-
Notes payable – related parties (Note 5)		60,338			-

TOTAL LIABILITIES		89,515			2,924

STOCKHOLDERS’ EQUITY (DEFICIENCY)
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, 58,038,874 shares and 57,500,000 shares issued and outstanding, respectively (Note 6)		58,038			57,500

Additional paid in capital (Note 6)		414,326			33,500

Accumulated deficit during exploration stage		(420,914	)		(78,672	)
Total stockholders’ equity (deficiency)		(51,450	)		12,328

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	140,965		$	15,252

Nature of Operations Note 1

See accompanying notes to financial statements.

Approved on Behalf of the Board

/s/ Len DeMelt , Director

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATIONS

(STATED IN U.S. DOLLARS)

	For the Year Ended April 30, 2008 (As restated – Note 2 )			For the Year Ended April 30, 2007			For the Period From July 11, 2005 (Inception) to April 30, 2008 (As restated – Note 2)
OPERATING EXPENSES
Accounting and auditing fees	$	36,660		$	13,716		$	51,141
Consulting fees		23,000			36,000			59,000
Exploration costs and expenses		38,505			700			45,705
General and administrative		20,852			678			21,665
Insurance		4,500			-			4,500
Investor relation		38,468			-			38,468
Listing and filing fees		2,115			4,610			7,425
Legal fees		42,933			12,776			55,709
Stock-based compensation (Note 6)		100,977			-			100,977
Travel		8,609			-			8,609
Wages		20,630			-			20,630
Write down on mineral properties (Note 3)		5,000			-			8,000
Total Operating Expenses		342,249			68,479			421,829
LOSS FROM OPERATIONS		(342,249	)		(68,479	)		(421,829	)

OTHER INCOME (EXPENSE)

Foreign currency transaction gain		-			-			908
Interest income		7			-			7

Total Other (Expense)/Income		7			-			915

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(342,242	)		(68,479	)		(420,914	)

Provision for Income Taxes		-			-			-

NET LOSS	$	(342,242	)	$	(68,479	)	$	(420,914	)

Net loss per share – basic and diluted	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average number of shares outstanding during the period – basic and diluted	57,736,361			57,500,000			42,958,066

See accompanying notes to financial statements.

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(STATED IN U.S. DOLLARS)

												Accumulated
												Deficit During
												Exploration
									Additional			Stage			Total
	Preferred Stock				Common Stock				Paid-In			(As restated –			(As Restated –
	Shares		Amount		Shares		Amount		Capital			Note 2)			Note 2)

Common stock issued to
founders for cash
($0.0002 per share)		-	$	-		30,000,000	$	30,000	$	(24,000	)	$	-		$	6,000

Common stock issued for
cash ($0.002 per share)		-		-		27,500,000		27,500		27,500			-			55,000

Net loss for the period from
July 11, 2005 (inception) to
April 30, 2006		-		-		-		-		-			(10,193	)		(10,193	)

BALANCE, APRIL 30, 2006		-		-		57,500,000		57,500		3,500			(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		-		-		57,500,000		57,500		33,500			(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		-		-		538,874		538		269,899			-			269,437
cash ($0.50 per share)

Net loss for the year		-		-		-		-		-			(342,242	)		(342,242	)


BALANCE, APRIL 30, 2008		-	$	-		58,038,874	$	58,038	$	414,326		$	(420,914	)	$	(51,450	)

See accompanying notes to financial statements.

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(STATED IN U.S. DOLLARS)

	For the Year Ended April 30, 2008 (As restated – Note 2 )			For the Year Ended April 30, 2007			For the Period From July 11, 2005 (Inception) to April 30, 2008 (As restated – Note 2)

CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss for the period	$	(342,242	)	$	(68,479	)	$	(420,914	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral properties		5,000			-			5,000
In-kind contribution of expenses		5,950			-			5,950
In-kind contribution of stock		-			30,000			30,000
Stock-based compensation		100,977			-			100,977
Changes in operating assets and liabilities:
Prepaid		(23,515	)		(2,225	)		(25,740	)
Accounts receivable		(1,896	)		-			(1,896	)
Accounts payable and accrued expenses		24,813			(2,076	)		27,737
Due to related party		1,440			-			1,440
Net Cash Used In Operating Activities		(229,473	)		(42,780	)		(277,446	)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		269,437			-			330,437
Notes payable – related parties		10,338			-			10,338
Net Cash Provided By Financing Activities		279,775			-			340,775

NET INCREASE (DECREASE) IN CASH		302			(42,780	)		13,329

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		13,027			55,807			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	13,329		$	13,027		$	13,329

Interest Paid	$	-		$	-		$	-
Taxes Paid	$	-		$	-		$	-

See accompanying notes to financial statements.

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2008

NOTE 1 NATURE OF OPERATIONS

These consolidated 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 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 the Company’s material asset consisting of its rights in respect of the Llipa and El Baron properties.

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. The Company has never generated revenues since inception and has never paid any dividends. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at April 30, 2008, the Company has accumulated losses of $420,914 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 RESTATEMENT AS A RESULT OF CORRECTING WRITE OFF OF MINERAL PROPERTY

On 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 Llipa Project, Peru. Llipa is a mineral claim consisting of two major mining concessions, the Prospera mine and La Prospera XXI. As of April 30, 2008, the Company recorded $100,000 relating to the acquisition of the Llipa Project. During the year ending April 30, 2008, the company was unable to allocate any economic values beyond the proven and probable reserves. However, upon further review, it was determined that there was sufficient reliable information available at April 30, 2008 that indicated over mineral rights were not impaired even though we have not established proven or probable reserves . In addition, there are significant tailings on the property that are estimated to have in excess of the $100,000 carrying value. Therefore, the $100,000 was written off in error.

The following presents the effect on the Company’s previously issued financial statements for the year ended April 30, 2008

Consolidated Balance sheet for the year ended April 30, 2008

	PREVIOUSLY		INCREASE
	REPORTED		(DECREASE )			RESTATED
	$		$	100,000		$	100,000
Mineral properties		520,914		(100,000	)		420,914
Accumulated deficit during exploration stage

Consolidated statement of operations for the Year ended April 30, 2008

	PREVIOUSLY			INCREASE
	REPORTED			(DECREASE			RESTATED
Write down on mineral properties	$	105,000		$	(100,000	)	$	5,000
Net income (loss)		(442,242	)	$	100,000		$	(342,242	)
Net income (loss) per share		(0.01	)	$	0.00		$	(0.01	)

Consolidated statement of operations for the Period from July 11, 2005 (inception) April 30, 2008

	PREVIOUSLY			INCREASE
	REPORTED			(DECREASE )			RESTATED
Write down on mineral properties	$	108,000		$	(100,000	)	$	8,000
Net income (loss)		(520,914	)		100,000			(420,914	)
Net income (loss) per share		(0.01	)		0.00			(0.01	)

Consolidated Statement of Cash Flows for the year ended April 30, 2008

	PREVIOUSLY			INCREASE
	REPORTED			(DECREASE			RESTATED
Net Cash used in investing activities	$	(100,000	)	$	50,000		$	(50,000	)

Net Cash provided by financing activiti4s		329,775		$	(50,000	)	$	279,775

Consolidated Statement of Cash Flows from July 11, 2005 (inception) to April 30, 2008

	PREVIOUSLY			INCREASE
	REPORTED			(DECREASE			RESTATED
Net Cash used in investing activities	$	(100,000	)	$	50,000		$	(50,000	)

Net Cash provided by financing activiti4s		395,775		$	(50,000	)	$	340,775

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Presentation

The accompanying financial statements 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.

(B) Basis of Consolidation

The consolidated 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.

(D) Cash and Cash Equivalents

For purposes of 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.

(E) Mineral Property

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “ Whether Mineral Rights Are Tangible or Intangible Assets.” The Company assesses the carrying costs for impairment under SFAS 144, “ Accounting for Impairment or Disposal of Long Lived Assets.” The Emerging Issued EITF 04-03, Mining Assets: Impairment and Business Combinations 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 SFAS 144.

(F) Loss Per Share

(G) Income Taxes

(H) Foreign Currency Translation

(I) Business Segments

The Company operates in one industry segment within two geographical areas, Canada and Peru. The mineral properties are held solely in the Peru segment.

(J) Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”), an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires (a) recognition of the funded status (measured as the difference between the fair value of the plan assets and the benefit obligation) of a benefit plan as an asset or liability in the employer’s statement of financial position, (b) measurement of the funded status as of the employer’s fiscal year-end with limited exceptions, and (c) recognition of changes in the funded status in the year in which the changes occur through comprehensive income. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006. The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. SFAS No. 158 has no current applicability to the Company’s financial statements.

(K) Concentration of Credit Risk

Cash includes deposits at Canadian and Peruvian financial institutions in US and Peruvian currency which is not covered by either the US FDIC limits or the Canadian CDI limits and therefore the entire cash balance of $13,329 is uninsured. The Company has placed its cash in a high credit quality financial institution.

NOTE 4 MINERAL PROPERTIES

Lucky Strike Property

Pursuant to a mineral property purchase and sale agreement dated March 1, 2006, the Company acquired a 100% interest in the mineral rights at the Lucky Strike Property located in the Similkameen Mining Division, British Columbia, Canada for a purchase price of $3,000. During the year ending April 30, 2006, the company was unable to allocate any economic values beyond the proven and probable reserves. In addition, the Company has no intention of pursuing the development of these properties. Therefore, the property is considered to be impaired and accordingly, has been written off.

Llipa Property

On December 10, 2007, the Company, through its wholly owed Peruvian subsidiary, entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the Llipa Project, Peru, for $100,000. Llipa is a mineral claim consisting of two major mining concessions, the Prospera mine and La Prospera XXI. (See Note 2.)

El Baron Property

On December 10, 2007, the Company, through its wholly owed Peruvian subsidiary, acquired the El Baron (a.k.a “El Baron”) mineral claim from a director of the Company, who transferred the claim to the Company for no consideration. El Baron project consists of the Tati and San Marino No.2 mining concessions, Peru. The value of $5,000 was assigned to the property based on actual staking costs incurred by the director. During the year ending April 30, 2008, the company was unable to allocate any economic values beyond the proven and probable reserves. In addition, the Company has no intention of pursuing the development of these properties. Therefore, the property is considered impaired and accordingly, has been written off.

NOTE 5 NOTES PAYABLE – RELATED PARTY

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.

During the quarter, a shareholder loaned the Company $338 to establish a bank account in Peru. There are no terms of repayment and the amount is non-interest bearing.

On November 20, 2007, the Company issued a promissory note in the amount of $50,000 to a related party. This promissory note is unsecured, bears no interest and is due on demand.

NOTE 6 STOCKHOLDERS’ EQUITY

On February 28, 2006, the Company issued 30,000,000 shares of common stock to its founders for cash of $6,000 ($0.0002 per share).

On April 28, 2006, the Company issued 27,500,000 shares of common stock for cash of $55,000 ($0.002 per share).

On February 26, 2007, the Board of Directors approved a 5 for 1 forward stock split for all shareholders of the Company as of March 5, 2007. All share and per share amounts have been retroactively restated to reflect this stock split.

During fiscal 2007, a former officer and director gave the President and Chief Financial Officer 1,500,000 shares of the Company’s common stock. The shares were valued for financial statements purpose at a recent price of $0.02 per share or $30,000.

On December 3, 2007, the Company sold 340,416 units for cash of $170,208 ($0.50 per unit). Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $0.60 per share exercisable for two years. Of the 340,416 units, 215, 146 units were issued to a Director.

On January 16, 2008, the Company sold 198,458 units for cash of $99,229 ($0.50 per unit). Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $0.60 per share exercisable for two years. Of the 340,416 units, 19,685 units were issued to a Director.

The benefit of $100,999 was assigned to 234,831 units issued to the Directors of the Company.

During fiscal 2008, the Company calculated the fair value of a Director’s fee of $6,000; and staking right contribution from another Director in the amount of $5,000, which are all reflected as an in-kind contribution of expenses.

Share Purchase Warrants

	Number		Weighted Average
	of Warrants		Exercise Price
Balance, April 30, 2007		-	$	-
Granted		538,874		0.60

Balance, April 30, 2008		538,874	$	0.60

As at April 30, 2008, the Company has the following warrants outstanding:

Shares		Exercise Price		Expiry Date
	340,416	$	0.60	December 3, 2009
	198,458	$	0.60	January 16, 2010

	538,874

NOTE 7 RELATED PARTY TRANSACTIONS

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 (Note 5).

During the fiscal 2008, the officer loaned the Company $338. This loan is unsecured, bears no interest and is due on demand (Note 5).

On November 2, 2007, 30,000,000 restricted shares were transferred from two outgoing Directors to two incoming Directors split evenly between the two incoming Directors. No compensation expense was recognized as the transfer of shares was not intended to compensate the incoming Directors for services to the Company.

On November 20, 2007, the Company issued a promissory note in the amount of $50,000 to a related party. This promissory note is unsecured, bears no interest and is due on demand (Note 5).

During the fiscal 2008, a director of the Company transferred the title of the El Baron property to the Company’s name without consideration. The value of $5,000 was assigned to the property (Note 4).

During the fiscal 2008, the officer loaned the Company $1,440. This loan is unsecured, bears no interest and is due on demand.

During the fiscal 2008, $10,000 of consulting fees was paid to the President and Chief Financial Officer of the Company.

On December 2007 and January 2008, a total of 234,831 units (Note 6) were sold to the Directors of the Company in connection with the private placement. The benefit of $100,999 was assigned to those units, computed by taking the difference between the market share price and the selling price per unit and multiplying it by number of shares issued to Directors.

ITEM 8A. CONTROLS AND PROCEDURES

Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures.

The Company’s Chief Executive Officer/President is also as the chief financial officer/principal accounting officer (the “Certifying Officer”) of the Company, and this officer is responsible for establishing and maintaining disclosure controls and procedures for the Company. Our management has evaluated the effectiveness of our disclosure controls and 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, 2008.

Management’s Report on Internal Control over Financial Reporting

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

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, 2008 and attestation from an independent registered public accounting firm in our Annual Report on Form 10-KSB.

The management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008 based on the criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework,” issued by the 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, Management considered whether there were sufficient internal controls over financial reporting, in the context of the Company’s control environment, financial risk assessment, internal control activities, monitoring, and communication to determine whether sufficient controls are present and functioning effectively. Based upon 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, 2008. The material weakness which has been disclosed to and reviewed with, our independent auditor, is as follows:

The Company initially filed a Form 10-KSB for the year ended April 30, 2008, without a disclosure of Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008. 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 2008, 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 Grewal, the former treasurer of the Company, performed all financial reporting and disclosure functions, however, he resigned prior to the preparation and filing of the annual report.

Management’s Remediation Initiatives

The 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 over financial reporting on an 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 futu5re 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 report 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.

Changes in internal control over financial reporting

There have been no changes during the quarter that ended April 30, 2008 in the Company’s internal controls over financial reporting hat have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

Audit Committee

The Company does not have an audit committee or a financial expert serving on the Board of Directors. 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.

ITEM 8B. OTHER INFORMATION

During the year ended April 30, 2008, Mrs. Sandy Sandu resigned as the Chief Executive Officer, President and director of the Company. There were no disagreements between the shareholders of the Company and Mrs. Sandu. On June 12, 2008 Mr. Vare Grewal resigned from his positions as Director, Treasurer and Secretary. He resigned to pursue other business opportunities.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Current Management of the Company

The following table sets forth the name, age, and positions with the Company for each of the present directors and officers of the Company.

Name	Age	Position

Alain Vachon	53	Chief Executive Officer and President

Vare Grewal	31	Treasurer, Secretary and Director

Len DeMelt	62	Chairman of the Board of Directors

Larry Sostad	63	Director of Mining, North America

Juan Manuel Elescano	43	Director of Exploration, Peru

Carlos Ortiz	55	Director of Operations, Peru

On December 10, 2007, the Board of Directors of the Company appointed Mr. Alain Vachon to the position of President and Chief Operating Officer.

Mr. Alain Vachon has served as the South American Exploration Manager for Paramount Gold and Silver Corp. from September 2005 to June of 2007. Paramount is traded on the AMEX under the symbol “PZG”. From May of 2004 to October 2006, Vachon served Gold Hawk Resources as their Exploration Manger. Mr. Vachon was an independent consulting Geologist for numerous mining companies in North and South America from January 2002 to April of 2004. From March of 1997 to December 2001, Mr. Vachon was the Exploration Manager for Sulliden Exploration for mining projects in Peru and Canada. Mr. Vachon was the Senior Geologist for Barrick Gold from April 2004 to February 1997. Prior to his service to Barrick Gold, Mr. Vachon was the Senior Geologist for Noranda Exploration in Quebec, Canada. Mr. Vachon has also served in executive or senior geology positions for RESS Minieres Touyn, Kiwatin Services, Noramco Exploration, Soquem, and Muschocho Exploration. Prior to 1981, Mr. Vachon worked for Serem Limitee, Shell Canada Mineral and Merq. He is fluent in French, English and Spanish languages.

Mr. Len De Melt is serving the Company as the Chairman of the Board of Directors. He has held management positions with numerous mining companies internationally and was instrumental in starting and building six mines, including Gulf Oil's Rabbit Lake mine (uranium), Syncrude mine (oil sands), Denison Mines' Quintette (coal), Homestake's Golden Bear mine (gold), BHP's Ekati mine (diamonds) and Goldust's Croiner mine (gold). He has served as a director of the mining companies Norsemont Resources Inc. and Vena Resources Inc.. Mr. DeMelt is an engineering technologist and a graduate of the Haileybury School of Mines. He also holds a Bachelor of Arts degree in business and economics and a diploma of mechanical studies from the British Columbia Institute of Technology. Mr. DeMelt is fluent in English and Spanish. He lives in Lima, Peru.

Mr. Vare Grewal served the Company as a Director and as the Treasurer and Secretary. He was also concurrently the President of Pacific Imperial Capital, Inc. which provides investment banking services for start-up and development stage public companies. He devoted approximately sixty percent of his time to his obligations to the Company. Prior to his service with Pacific Imperial Capital, Inc., Mr. Grewal was a registered broker for Leede Financial of Canada and for Canacord Capital, Canada. He has a B.S. in Economics from the University of Manitoba. He is currently a resident of Toronto, Canada.

On June 12, 2008 Mr. Grewal resigned from all of his positions within the Company.

On December 10, 2008, the Board of Directors appointed the following individuals to executive positions within the Company;

Mr. Larry Sostad was appointed to the position of Director of Mining Operations North America. Mr. Sostad has been working in the mining industry since 1965 and is experienced in geological exploration and corporate management. Mr. Sostad has worked on projects in North and South America, including positions with Cominco Ltd., Kootenay King Resources Inc., Rio Tinto, and Noranda. Mr. Sostad’s expertise is in exploratory geological operations for precious and base metals and mineral assessment.

Mr. Juan Manuel Elescano was appointed to the executive position of Director of Exploration, Peru. Mr. Elescano is a Senior Exploration Geologist with over 20 years of experience in mining operations. Juan Elescano has worked with a number of gold producers in South America, most notably Barrick Gold for which he has over a decade of collaboration as a private contractor and a consulting engineer. Mr. Elescano is a Senior Professor of Geologic Engineering at San Marcos University in Lima, Peru. He has a degree in Geological Engineering from San Marcos National University. Mr. Elescano lives in Lima, Peru.

Mr. Carlos Ortiz was appointed to the executive position of Director of Operations, Peru. Mr. Ortiz has been involved in South American mining operations for over 35 years. Carlos Ortiz will assist the Company with planning, project development, financial administration and executive management of mining operations in Peru. Mr. Ortiz has a Masters Degree in Business Administration, with honors, and a Mining Engineering Degree from University of Ingenieria. He has gained working experience with South American mining companies, most notably Mauricio Hochschild & Cía, Compañía Minera Ares, and Compañía Minera Arcata. Mr. Ortiz lives in Lima, Peru.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until 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.

Significant Employees

The Company has no significant employees other than the executive employees and directors described above.

No Audit Committee or Financial Expert

The 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.

Code of Ethics

The Company does not have 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.

Section 16(a) Beneficial Ownership Reporting Compliance

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) thereunder.

ITEM 10. EXECUTIVE COMPENSATION

The officers and directors of the Company have not received a salary from the Company. All executives and directors who have received any compensation for their service to the Company such compensation has been in the form issuances of restricted Common Stock of the Company. The Company has no plan, agreement, or understanding, express or implied, with any officer, director, or principal stockholder, or their affiliates or associates, regarding the additional issuances to such persons of any shares of the Company's authorized and unissued common stock other than reported below.

All executive officers, for services in all capacities to the Company, received no cash compensation during the fiscal years ended April 30, 2008 and 2007.

Summary Compensation Table

Name and Principal Position	Year	Salary	Bonus	Other Annual Compensation	Restricted Stock Awards	Securities Underlying Options	LTIP Payouts	Other

Sandy Sandhu Former President, Treasurer, Secretary, and Chairman of the Board of Directors	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

Karamjit Gill Former Chief Executive Officer, and President	2007 2006	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

Michael Sklavenitis Former Chief Executive Officer, Chief Financial Officer, and President	2007 2006	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

Alain Vachon* President, Acting Treasurer and Secretary	2008	$0	$0	$0	2,150,000 shares	$0	$0	$0*


Vare Grewal Former Treasurer and Secretary	2008	$0	$0	$0	15,000,000 shares**	$0	$0	$0

Len DeMelt Chairman of the Board of Directors	2008	$0	$0	$0	15,000,000 shares **	$0	$0	$0

Larry Sostad, Director of Mining Operations, North America	2008	$0	$0	$0	50,000 shares	$0	$0	$0

Juan Manuel Elescano Director of Exploration, Peru	2008	$0	$0	$0	30,000 shares	$0	$0	$0

Carlos Ortiz, Director of Operations, Peru	2008	$0	$0	$0	50,000 shares	$0	$0	$0

* Alain Vachon received a one time payment of $10,000 to reimburse him for expenses and to pay a consulting geologist in Peru.

** On July 21, 2008 Mr. DeMelt received 13,120,000 restricted common shares from Mr. Vare Grewal.

Personal benefits received by our executive officers are valued below the levels which would otherwise require disclosures under the rules of the U.S. Securities and Exchange Commission.

We do not currently provide any contingent or deferred forms of compensation arrangements or retirement benefits.

There are no other plans, understandings, or arrangements whereby any of the Company's officers, directors, or principal stockholders, or any of their affiliates or associates, would receive funds, stock, or other assets in connection with the Company's participation in a business. No advances have been made or contemplated by the Company to any of its officers, directors, or principal stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in the future that would provide for cash or stock based compensation for services rendered to the Company.

The Company may retain consultants from time to time to perform certain functions. During the 2008 fiscal year, the Company retained several consultants to assist the management with various projects such as web design and preparation of geological reports. The company paid those consultants a total of $23,000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides the names and addresses of each person known to us that owns more than 5% of our outstanding Common Stock as of April 30, 2008, and by the officers and directors of the Company, individually and as a group. Except as otherwise indicated, all shares are owned directly.

		Amount of
Title of Class	Name and address of beneficial owner	beneficial	Percent of
		ownership	class

Common Stock	Len DeMelt, Director 810 Malecon Cisneros St. Peru, Lima, Miraflores	13,900,146*	24%

Common Stock	Vare Grewal, Director and Officer* 42 Camden Street, Suite 503 Toronto, Ontario, M5V 1V	13,120,000*	22%

Common Stock	Alain Vachon, President 35 Rue Du Parc Des Erables Laprairie, PQ, J5R 5J2	2,150,000	4%

Common Stock	Juan Manuel Elescano, Dir. of Exploration Avenida Enrique Fermi # 37 Urb. Fiori, SM de Peru	30,000	.05%

Common Stock	Carlos Fernando Ortiz Ugarte, Dir. of Operations Av. La Floresta 369 Dpto. 101 Peru	50,000	.08%

	Officers and directors as a group (5)	29,250,146	50.40%

On June 12, 2007 Mr. Vare Grewal, who had served the Company as Director, Treasurer and Secretary, resigned from all of his positions within the Company. On or about July 21, 2008, Mr. Grewal transferred his ownership of stock and interest in the Company to Mr. Len DeMelt, thus giving Mr. DeMelt ownership of 27,020,146 restricted common shares equal to 46.55%. As a result of such transfer, Mr. Grewal now owns no common stock or any other stock or interest in the Company.

The percent of class is based on 58,038,871 shares of common stock issued and outstanding as of April 30, 2007.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Share Transfers –

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

On November 8, 2007, Mr. Karmjit Gill, the past president of the Company transferred 15,000,000 shares to Mr. Vare Grewal, the incoming Director, Treasurer and Secretary.

Note to Related Party for Mineral Claim –

Prior 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.

Assignment of Mineral Claim -

During the fiscal 2008, a director of the Company transferred the title of the El Baron property to the Company’s name without consideration. The value of $5,000 was assigned to the property.

Loans -

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.

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

During the fiscal 2008, an officer loaned the Company $1,440. This loan is unsecured, bears no interest and is due on demand.

Purchase of Common Stock by Officers and Directors –

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.

ITEM 13. EXHIBITS

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.

31.1		Certification of Len DeMelt.

32.1		Certification of Len DeMelt, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Nilam Resources Inc.

Dated: March 12, 2009

/s/ Len DeMelt

Len DeMelt, Director and acting Chief Executive Officer, and acting principal accounting officer

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