10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended April 30, 2009

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.

(Exact name of registrant as specified in its charter)

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

35 Du Parc Des Erables, La rairie,

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: None

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

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

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

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

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

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

Large accelerated filer o     Accelerated filer o        Non-accelerated filer o     Smaller reporting company x

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

Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at December 31, 2008 (computed by reference to the latest price at which the common equity was sold $0.05: $58,038.85

Number of common shares outstanding at 1,160,777 as of April 30, 2009.

TABLE OF CONTENTS
PART I	1
Item 1. Description of Business	1
Item 1A. Risk Factors	2
Item 1B. Unresolved Staff Comments	3
Item 2. Description of Property	3
Item 3. Legal Proceedings	6
Item 4. Submission of Matters to a Vote of Security Holders	6
PART II	6
Item 5. Market for Common Equity and Related Stockholder Matters	6
Item 6. Selected Financial Data	7
Item 7. Management's Discussion and Analysis and Results of Operation	7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	7
Item 8. Financial Statements and Supplementary Data	7
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A. Controls and Procedures	22
Item 9A(T). Controls and Procedures	22
Item 9B. Other Information	23
PART III	24
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	24
Item 11. Executive Compensation	25
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13. Certain Relationships, Related Transactions and Director Independence	25
Item 14. Principal Accountant Fees and Services	25
PART IV	27
Item 15. Exhibits and Financial Statement Schedules	27
Exhibits	27

i

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 three properties in Peru respectively named the El Baron, Llipa Projects (collectively the “Peruvian claims”) and Linderos property.  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 Baron and Llipa properties, the Company has not yet commenced systematic exploration on those claims. Once an exploration phase is completed, the Company will decide as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our directors will make this decision based upon the recommendations of the geologists who oversee the exploration programs and records the results.

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

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, El Baron and Linderos properties.

Patents and Trademarks

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

1

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 1A.  Risk Factors

Inherent Risks in Our Business and the Mining Industry

The search for valuable minerals as a business involves substantial risks.  The likelihood of our success and success in the mining industry must be considered in light of the substantial risks, problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that the Company plans to undertake. These potential problems include, but are not limited to, the inherent speculative nature of exploration of mining properties, numerous hazards including pollution, cave-ins and other hazards against which 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.

Compliance with Government Regulation

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

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

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

· Water discharge will have to meet water standards;

· Dust generation may have to be minimal or otherwise re-mediated;

· Dumping of material on the surface may have to be re-contoured and re-vegetated;

· An assessment of all material to be left on the surface will need to be environmentally benign;

· Ground water will have to be monitored for any potential contaminants;

· The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

· There will likely have to be an impact report of the work on the local fauna and flora.

2

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Description of Property

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.

3

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 Baron Claim - Peru

On or about December 10, 2007, the Company’s wholly owned subsidiary, Nilam Resources Peru, SA, acquired the El Baron property (aka “El Baron”).  The El Baron 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 Baron 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.

4

Claim details are as follows;

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

No prior geological evaluations have been conducted on the El Baron 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 MC1 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 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.

Linderos Property

On February 10, 2009, the Company, through its wholly owned Peruvian subsidiary, acquired the right, title and interest in and to Linderos mining concessions, Peru.  In consideration for the property, the Company issued 20,000,000 of its common shares to purchase this property.

The property is located in the border sector of the N of the Peru in the Department of Cajamarca.

5

Item 3.  Legal Proceedings

None.

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

None.

PART II

Item 5.  Market Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is a limited public market for our common shares.  Our common shares are quoted for trading on the OTC Bulletin Board under the symbol “NILA.”  The market for our stock is highly volatile.  We cannot assure you that there will be a market in the future for our common stock.  OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Dividend Policy

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

Recent Purchases of Equity Securities by us and our Affiliated Purchases

We have not repurchased any of our common stock and have not publicly announced repurchase plans or programs as of April 30, 2009.

Reverse Split

The Board of Directors of Nilam Resources, Inc. had determined that the number of common shares in the float is far too large given the size of the Company, which caused our Common Stock being priced at pennies per share.  The low share price has hampered the Company’s ability to acquire new mineral properties, attract quality management and raise capital to develop our assets.  For that reason, the Board of Directors and majority of our shareholders approved a one for fifty (1 for 50) reverse stock split to reduce the number of shares of Common Stock outstanding to approximately 1,160,800 shares.  The Board of Directors is hopeful that the smaller number of shares outstanding will help the Company to develop an improved trading market and elevate the image of our Company.

Related Stockholder Matters

None.

Item 6.  Selected Financial Data

None.

6

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

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

Results of Operations

Lack of Revenues

We have not earned any revenues and have sustained operational losses since inception from July 11, 2005 to April 30, 2009.  We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future, as we plan to undertake the exploration of our mineral properties.  We may not generate significant revenues even if our future exploration program indicates that mineral deposits may exist on our mineral claims.  We anticipate that we will incur substantial losses over the next year, and our ability to earn any revenues at this time continues to be uncertain.

Expenses

Our total expenses from operations since inception from July 11, 2005 to April 30, 2009 were $904,906. The total expenses from operations increased by $140,828 to $483,077 for the year ended April, 2009 from $342,249 for the year ended April 30, 2008. The increase in total operating expenses was mainly due to our increase in management fees and consulting fees. Our consulting fees increased $97,000 for the year ended April 30, 2009 from $23,000 for the year ended April 30, 2008. Our management fees increased $210,000 for the year ended April 30, 2009 from $0 for the year ended April 30, 2008.

Net Loss

As of April 30, 2009, we had an accumulated loss of $903,991.  In the year ended April 30, 2009, our net loss increased $140,835 from $342,249 for the year ended April 30, 2008.  The increase in loss was due to lack of revenues and increase in consulting and management fees.

Going Concern

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

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

Not Applicable.

Item 8.  Financial Statements and Supplementary Data

Our fiscal year end is April 30.  We will provide audited financial statements to our stockholders on an annual basis.  Our audited financial statements as of April 30, 2009 follow as pages 8 through 21.

7

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2009

(Stated in US Dollars)

8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of Nilam Resources Inc. as at April 30, 2009 and 2008 and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flow for the years ended April 30, 2009 and 2008. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements referred to above present fairly, in all material respects, the financial position of the company as at April 30, 2009 and 2008 and the results of its consolidated operations and its consolidated cash flows for the year then ended 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 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 a net working capital deficiency that raise 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.

/s/“Cinnamon Jang Willoughby & Company”

Chartered Accountants

Burnaby, Canada

 July 29, 2009

9

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	11	CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2009 AND APRIL 30, 2008 RESTATED (NOTE 2).
PAGE	12	CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2009.
PAGE	13	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11, 2005 RESTATED (NOTE 2) (INCEPTION) TO APRIL 30, 2009.
PAGE	14	CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2009.

PAGES 15 - 21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

(STATED IN U.S. DOLLARS)

	April 30, 2009			April 30, 2008
				(As restated – Note 2)
ASSETS
CURRENT ASSETS
Cash	$	79		$	13,329
Accounts receivable		-			1,896
Prepaid		-			25,740
		79			40,965
Mineral properties (Note 4)		300,000			100,000
TOTAL ASSETS	$	300,079		$	140,965
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	400,189		$	27,737
Due to related parties (Note 7)		14,705			1,440
Notes payable – related parties (Note 5)		60,338			60,338
TOTAL LIABILITIES		475,232			89,515
STOCKHOLDERS’ EQUITY
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, 21,160,779 shares and 1,160,779 shares issued and outstanding, respectively (Note 6)		21,161			1,161
Additional paid in capital (Note 6)		707,677			471,203
Accumulated deficit during exploration stage		(903,991	)		(420,914	)
Total stockholders’ equity		(175,153	)		51,450
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	300,079		$	140,965

Nature of Operations (Note 1)

Approved on Behalf of the Board:

Len DeMelt, Director

See accompanying notes to financial statements.

11

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(STATED IN U.S. DOLLARS)

	For the Year Ended April 30, 2009			For the Year Ended April 30, 2008			For the Period From July 11, 2005 (Inception) to April 30, 2009
OPERATING EXPENSES
Accounting and auditing fees	$	41,564		$	36,660		$	92,705
Consulting fees		120,000			23,000			179,000
Exploration costs and expenses		3,397			38,505			49,102
General and administrative		10,910			20,852			32,576
Insurance		22,500			4,500			27,000
Investor relation		16,925			38,468			55,393
Listing and filing fees		4,203			2,115			11,628
Legal fees		51,749			42,933			107,458
Management fees		210,000			-			210,000
Stock-based compensation (Note 7)		-			100,977			100,977
Travel		1,829			8,609			10,437
Wages		-			20,630			20,630
Impairment of mineral property		-			5,000			8,000
Total Operating Expenses		483,077			342,249			904,906
LOSS FROM OPERATIONS		(483,077	)		(342,249	)		(904,906	)
OTHER INCOME (EXPENSE)
Foreign currency transaction gain		-			-			908
Interest income		-			7			7
Total Other (Expense)/Income		-			7			915
NET LOSS AND COMPREHENSIVE LOSS	$	(483,077	)	$	(342,242	)	$	(903,991	)
Basic and Diluted Loss per Common Share	$	(0.32	)	$	(0.30	)	$	(0.88	)
Weighted average number of shares outstanding during the period – basic and diluted		1,489,545			1,153,892			1,024,715

See accompanying notes to financial statements.

12

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2009

(STATED IN U.S. DOLLARS)

	Preferred Stock				Common Stock				Additional Paid-In Capital (As restated)		Accumulated Deficit During Exploration State (As restated-			Total (As restated-
	Shares		Amount		Shares		Amount		Note 2)		Note 2)			Note 2)
Common stock issued to founders for cash ($0.01 per share)		-	$	-		600,000	$	600	$	5,400	$	-		$	6,000
Common stock issued for cash ($0.10 per share)		-		-		550,000		550		54,450		-			55,000
Net loss for the period from July 11, 2005 (inception) to April 30, 2006		-		-		-		-		-		(10,193	)		(10,193	)
BALANCE, APRIL 30, 2006		-		-		1,150,000		1,150		59,850		(10,193	)		50,807
		-
In-kind contribution of stock to officer		-		-		-		30,000		-		30,000
Net loss for the year		-		-		-		-		-		(68,479	)		(68,479	)
BALANCE, APRIL 30, 2007		-		-		1,150,000		1,150		89,850		(78,672	)		12,328
In-kind contribution of property		-		-		-		-		5,000		-			5,000
In-kind contribution of expenses		-		-		-		-		5,950		-			5,950
Stock-base compensation		-		-		-		-		100,977		-			100,977
Common stock issued for cash ($25 per share)		-		-		10,779		11		269,426		-			269,437
Net loss for the year		-		-		-		-		-		(342,242	)		(342,242	)
BALANCE, APRIL 30, 2008		-		-		1,160,779		1,161		471,203		(420,914	)		51,450
Common stock issued on property acquisition		-		-		20,000,000		20,000		180,000		-			200,000
In-kind contribution of expenses		-		-		-		-		56,474		-			56,474
Net loss for the period		-		-		-		-		-		(483,077	)		(483,077	)
BALANCE, APRIL 30, 2009		-	$	-		21,160,779	$	21,161	$	707,677	$	(903,991	)	$	(175,153	)

See accompanying notes to financial statements.

13

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(STATED IN U.S. DOLLARS)

	For the Year Ended April 30, 2009			For the Year Ended April 30, 2008			For the Period From July 11, 2005 (Inception) to April 30, 2009
CASH FLOWS USED IN OPERATING
ACTIVITIES:
Net loss for the period	$	(483,077	)	$	(342,242	)	$	(903,295	)
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		56,474			5,950			62,425
In-kind contribution of shares		-			-			30,003
Stock-based compensation		-			100,977			100,977
Changes in operating assets and liabilities:
Prepaid		25,740			(23,515	)		2,225
Accounts receivable		1,896			(1,896	)		-
Accounts payable and accrued expenses		372,453			24,813			397,266
Due to related parties		13,264			1,440			14,704
Net Cash Used In Operating Activities		(13,250	)		(229,473	)		(290,695	)
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Purchase of mineral rights		-			(50,000	)		(50,000	)
Net Cash Used In Investing Activities		-			(50,000	)		(50,000	)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common shares		-			269,437			330,436
Notes payable – related parties		-			10,338			10,338
Net Cash Provided By Financing Activities		-			279,775			340,774
NET INCREASE (DECREASE) IN CASH		(13,250	)		302			79
CASH AT BEGINNING OF PERIOD		13,329			13,027			-
CASH AT END OF PERIOD	$	79		$	13,329		$	79

See accompanying notes to financial statements.

14

NILAM RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2009

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 rights in respect of the Llippa and Linderos properties. The continuation of the Company is in the exploration stage of its mineral property development and to date has not yet established any proven mineral reserves on its existing properties. The continued operations of the Company and the recoverability of the carrying value of its assets is ultimately dependent upon the ability of the Company to achieve profitable operations.

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

NOTE 2     RESTATEMENTS

(A)           As a Result of Correcting Stock Compensation Expense

These consolidated financial statements previously showed a restatement of the previously issued financial statements for the period ended April 30, 2008. This was in relation to a transfer in November 2007 of 600,000 restricted shares from two outgoing Directors to two incoming Directors. Initially, in the years of fiscal 2008 financial year no entry was recorded for this transaction. Upon further review, it was determined that the Company would record a stock-based compensation expense in accordance with Statement of Financial Accounting Standards ("FAS") No. 123R, Share Based Payments. The Company therefore increased the Additional paid in capital and the Net loss for the period by $3,000,000, being the estimated fair value of the shares transferred. However, upon further review, it was determined that no compensation expense should have been recognized as the transfer of shares was not intended to compensate the incoming Directors for services to the Company.

(B)           As a Result of Correcting Write Off of Mineral 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 Llippa Project, Peru. Llippa 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 Llippa 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 established that there existed sufficient probable reserves that would allow for the property to be commercially developed. 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.

15

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

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

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.

(C)    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.

(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 Properties

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 Issues Task Force issued EITF 04-3, 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.

16

(F)    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 it`s computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings (loss) 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.

(G)    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.

(H)    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.

(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 February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements. The management did not elect fair value treatment for any assets or liabilities under SFAS 159 as of April 30, 2009.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which is a revision of SFAS No. 141, “Business Combinations.” SFAS No. 141R will apply to all business combinations and will require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “full fair value.” At the acquisition date, SFAS No 141R will also require transaction-related costs to be expensed in the period incurred, rather than capitalizing these costs as a component of the respective purchase price. SFAS No. 141R is effective for acquisitions completed after January 1, 2009 and early adoption is prohibited. The adoption will have a significant impact on the accounting treatment for acquisitions occurring after the effective date.

In December 2007, the Securities and Exchange Commission issued SAB 110, Certain Assumptions Used in Valuation Methods, which extends the use of the "simplified" method, under certain circumstances, in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123R. Prior to SAB 110, SAB 107 stated that the simplified method was only available for grants made up to December 31, 2007.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. SFAS 162 is not expected to have a material impact on our financial statements.

17

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting byInsurance Enterprises.” This results in inconsistencies in the recognition and measurement of claim liabilities. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the statement will improve the quality of information provided to users of financial statements. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of SFAS No. 163 is not expected to have a material impact on the Company’s financial position.

(K)    Concentration of Credit Risk

Cash includes deposits at a Canadian financial institution in US currency which is not covered by either the US FDIC limits or the Canadian CDI limits and therefore the entire cash balance of $79 is uninsured. The Company has placed its cash in a high credit quality financial institution.

(L)    Fair Value of Financial Instruments

The carrying amounts on the Company’s financial instruments including cash, accounts payable and notes payable, related parties, approximate fair value due to the relatively short period to maturity for this instrument.

1) Cash is classified as held for trading due to the liquid and short term nature of cash

2) Accounts receivable is classified as loans and receivables as this account consists of amounts owing from independent third parties.

3) Accounts payable and accrued liabilities and due to related parties are classified as other liabilities as this account is consist of trade amounts payable to vendors.

4) Notes payable are classified as other liabilities as this account is consist of non-interest bearing demand notes payable with no specified maturity date.

(M) Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at April 30, 2009, no element of comprehensive income or loss was noted.

NOTE 4 MINERAL PROPERTIES

The Company is in its early stages of exploration and unable to allocate any economic values beyond the proven and probable reserves. In the absence of proven and probable reserves, acquisition costs to date are considered to be impaired and accordingly, have been written off.

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 Davison, 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.

Llippa 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 Llippa Project, Peru, for $100,000. Llippa 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 Varon”) mineral claim from a director of the Company, who transferred the claim to the Company for no consideration. El Varon 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 to be impaired and accordingly, has been written off.

Linderos property

On February 10, 2009, the Company, through its wholly owed Peruvian subsidiary, acquired the right, title and interest in and to Linderos mining concessions, Peru. In consideration for the property, the Company issued 20,000,000 of it common shares (Note 6). The property is a subject to a 1% net smelter royalty.

18

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.

On November 6, 2007, 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 for their interest in the Llippa property. The value of the transfer occurred at fair value. This promissory note is unsecured, bears no interest and is due on demand.

NOTE 6 STOCKHOLDERS’ EQUITY

On February 28, 2006, the Company issued 600,000 shares of common stock to its founders for cash of $6,000 ($0.01 per share).

On April 28, 2006, the Company issued 550,000 shares of common stock for cash of $55,000 ($0.10 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 30,000 shares each of the Company’s common stock. The shares were valued for financial statements purpose at a recent price of $0.5 per share or $30,000.

On November 2, 2007, 600,000 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 December 3, 2007, the Company sold 6,810 units for cash of $170,208 ($25 per unit). Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $30 per share exercisable for two years. Of the 6,810 units, 4,303 units were issued to a Director.

On January 16, 2008, the Company sold 3,969 units for cash of $99,229 ($25 per unit). Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $30 per share exercisable for two years. Of the 3,969 units, 394 units were issued to a Director.

During fiscal 2008, a benefit of $100,997 was assigned to 4,697 units issued to the Directors of the Company.

During fiscal 2008, the Company calculated the fair value of a Director’s fee of $5,950; and staking right contribution from another Director in the amount of $5,000, which are all reflected as an in-kind contribution of expenses.

During fiscal 2009, the Company calculated imputed interest of $4,224; fair value of a Director’s fee of $6,000; and expenses paid by a former director and offices of the Company in the amount of $46,250, which are all reflected as an in-kind contribution of expenses.

On October 10, 2008, the Board of Directors approved a 1 for 50 reverse stock split for all shareholders of the Company as of as of August 22, 2008. All share and per share amounts have been retroactively restated to reflect this stock split.

On February 10, 2009, the Company issued 20,000,000 shares of common stock on the acquisition of Linderos property.

19

Share Purchase Warrants

	Number of Warrants		Weighted Average Exercise Price
Balance, April 30, 2007		-
Granted		10,777		30
Balance, April 30, 2008 and April 30, 2009		10,777	$	30

As at April 30, 2009, the Company has the following warrants outstanding:

Shares	Exercise Price	Expiry Date
6,810	$ 30	December 3, 2009
3,969	$ 30	January 16, 2010
10,777

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).

On November 2, 2007, 600,000 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).

On December 2007 and January 2008, a total of 4,697 units (Note 6) were sold to the Directors of the Company in connection with the private placement. The benefit of $100,997 was assigned to those units, computed by taking the difference between the market price per unit and the selling price per unit and multiplying it by number of shares issued to Directors.

During the fiscal 2008, the officer loaned the Company $338. This loan 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 year ended April 30, 2009, the Company calculated imputed interest of $4,224 on the related parties’ notes.

During the year ended April 30, 2009, the officers of the Company incurred $14,705 for the expenses paid on behalf of the Company. As of April 30, 2009, $12,214 was owed to these officers.

During the year ended April 30, 2009, the Company accrued $90,000 of management fees to the officers of the Company. As of April 30, 2009, $90,000 was owed to these officers included in accounts payable.

20

NOTE 8     DEFERRED INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	Preferred Stock				Common Stock				Additional Paid-In Capital (As restated)		Accumulated Deficit During Exploration State (As restated-			Total (As restated-
	Shares		Amount		Shares		Amount		Note 2)		Note 2)			Note 2)
Common stock issued to founders for cash ($0.01 per share)		-	$	-		600,000	$	600	$	5,400	$	-		$	6,000
Common stock issued for cash ($0.10 per share)		-		-		550,000		550		54,450		-			55,000
Net loss for the period from July 11, 2005 (inception) to April 30, 2006		-		-		-		-		-		(10,193	)		(10,193	)
BALANCE, APRIL 30, 2006		-		-		1,150,000		1,150		59,850		(10,193	)		50,807
		-
In-kind contribution of stock to officer		-		-		-		30,000		-		30,000
Net loss for the year		-		-		-		-		-		(68,479	)		(68,479	)
BALANCE, APRIL 30, 2007		-		-		1,150,000		1,150		89,850		(78,672	)		12,328
In-kind contribution of property		-		-		-		-		5,000		-			5,000
In-kind contribution of expenses		-		-		-		-		5,950		-			5,950
Stock-base compensation		-		-		-		-		100,977		-			100,977
Common stock issued for cash ($25 per share)		-		-		10,779		11		269,426		-			269,437
Net loss for the year		-		-		-		-		-		(342,242	)		(342,242	)
BALANCE, APRIL 30, 2008		-		-		1,160,779		1,161		471,203		(420,914	)		51,450
Common stock issued on property acquisition		-		-		20,000,000		20,000		180,000		-			200,000
In-kind contribution of expenses		-		-		-		-		56,474		-			56,474
Net loss for the period		-		-		-		-		-		(483,077	)		(483,077	)
BALANCE, APRIL 30, 2009		-	$	-		21,160,779	$	21,161	$	707,677	$	(903,991	)	$	(175,153	)

Deferred income tax assets are not recorded due to the uncertainty of their recovery. As at April 30, 2009 the Company had $805,411 (2008 - $317,423) in non-capital taxable losses for United States income tax purposes, subject to final determination by taxation authorities and expiring as follows:

2029	487,988
2028	240,836
2027	76,587

NOTE 9 COMPARATIVE FIGURES

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

21

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

We have had no changes in or disagreements with our accountants.  Our audited financial statements for the period ended April 30, 2009 have been included in this form 10-K in reliance upon Cinnamon Jang Willoughby & Company, Chartered Accountants, as experts in accounting and auditing.

Item 9A.  Controls and Procedures

Not Applicable.

Item 9A(T).  Control 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, 2009.

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, 2009 and attestation from an independent registered public accounting firm in our Annual Report on Form 10-K.

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, 2009.  The material weakness which has been disclosed to and reviewed with, our independent auditor, is as follows:

22

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

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, 2009 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 9B.  Other Information

None.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors and Officers

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

Our current director and officer is:

Mr. Len De Melt is serving the Company as the Chairman of the Board of Directors, President, Treasurer and Secretary..  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.

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 employee 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.

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Item 11.  Executive Compensation

The Company pays Len DeMelt a salary of $10,000 per month.  At this time, no bonus, stock awards and option awards have been paid to Len DeMelt for the period ended April 30, 2009.

		Annual Compensation			Long Term Compensation
					Awards		Payout(s)
Name and Principal Position	Year	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-equity incentive plan compensation $	Nonqualified deferred compensation earnings $	All Other Compensation $	Total $
Len De Melt	2008	120,000	0	0	0	0	0	0	120,000

Item 12.  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, 2009, 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	278,002	24%

The percent of class is based on 1,160,777shares of common stock issued and outstanding as of October 23, 2008.

Item 13.  Certain Relationships, Related Transactions, and Director Independence.

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.

25

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.

Assignment of Convertible Note and Issuance of Treasury Shares

On March 1, 2009, an officer of the company assigned a $60,000 convertible note.  The assigned note is unsecured and bears no interest.

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

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. 

26

Item 14. Principal Accountant Fees and Services

Audit, Audit-Related and Non-Audit Fees

The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, Cinnamon Jang Willoughby & Company, Chartered Accountants, for the audit of our annual financial statements for the years ended June 30, 2008 and June 30, 2007 and any other fees billed for other services rendered Cinnamon Jang Willoughby & Company, Chartered Accountants during that period.

Description of Service	Fees (May 1, 2008  to April 30, 2009) ($)	Fees  (July 11, 2005  (Inception) to April 30, 2008) ($)
Audit fees	41,564	51,141
Audit-related fees	-	-
Tax fees	-	-l
All other fees	-l	-
Total	41,564	51,141

PART IV

Item 15.  Exhibits and Financial Statement Schedules

Exhibits

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

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SIGNATURES

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

	Nilam Resources, Inc.
Date: August 1, 2009	By: /s/ Len De Melt
	Len De Melt
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director

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

Signature	Title	Date
/s/ Len De Melt Len De Melt	President, Chief Executive Officer, Chief Financial Officer, Acting Principal Accounting Officer,  Secretary, Treasurer and Director	August 2, 2009

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

NILAM RESOURCES INC.

FIRST. The name of the corporation is Nilam Resources Inc.

SECOND.  The registered office of the corporation in the State of Nevada is located at 7251 West Lake Mead Blvd., Suite 300, Las Vegas, NV  89128.    The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or by By-Laws of the corporation.  The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.

THIRD.  The objects for which rhis corporation is formed are to engage in any lawful activity.

FOURTH.  The total number of common stock authorized that may be issued by the Corporation is sixty nine million (69,000,000) shares of Class “A” common stock with a par value of one tenth of one cent ($0.001) per share and one million (1,000,000) shares of preferred stock with a par value of one tenbch of one cent ($0.001) per share and no other class of stock shall be authorized.  The corporation may from time to time issue said shares for such consideration as the Board of Directors may fix.

FIFTH.  The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1).  The first Board of Directors shall be one (1) in number and the name and post office address of this Director is:

Name:	Leah Finke
Address:	7251 West Lake Mead Blvd., Suite 300 Las Vegas, NV  89128

SIXTH.  The capital stock of the corporation, after the amount of the subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

SEVENTH.  The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

Name:	Leah Finke
Address:	7251 West Lake Mead Blvd., Suite 300 Las Vegas, NV  89128

EIGHTH.  The Resident Agent for this corporation shall be Empire Stock Transfer Inc.  The address of the Resident Agent and the registered or statutory address of this corporation in the State of Nevada shall be:  7251 West Lake Mead Blvd., Suite 300, Law Vegas, NV  89128.

NINTH.  The corporation is to have perpetual existence.

TENTH.  The Board of Directors shall adopt the initial By-laws of the corporation.  The Board of Directors shall also have the power to alter, amend or repeal the By-laws, or to adopt new By-laws, escept as otherwise may be specifically provided in the By-laws.

ELEVENTH.  The Board of Directos shall have the authority to open bank accounts and adopt banking resolutions on behalf of the corporation.

TWELVETH.  No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends inviolation of Section 78.300 of the Nevada Revised Statutes.  Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shll not adversely affect any limitations on the personal liability of a Director or Offivcer of the corporation for acts or omissions prior to such or modification.

THIRTEENTH.  The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned, being the Incorporator hereinbefore named for the purpose of formiong a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this July 11, 2005.

/s/ Leah Finke

Leah Finke

Incorporator

EX-3.2

Exhibit 3.2

AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

NILAM RESOURCES INC.

TO THE SECRETARY OF STATE OF NEVADA:

 Pursuant to the provisions of the Nevada business corporation law [Title 7, Chapters 78.207(1) and 78.320(2)], Nilam Resources Inc., a Nevada corporation adopts the following Amendment to its Articles of Incorporation by the repeal of the Fourth Article thereof in its entirety.  The new Fourth articles is as follows:

"FOURTH.  The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 345,000,000 shares of common stock, each share having a par value of $.001 (the "Common Stock"), and 1,000,000 shares shall be preferred stock, each share having a par value of $.001 (the "Preferred Stock").  No other class of shares shall be authorized.  The Company may from time to time issue said shares for such consideration as the Board of Directors may fix."

 This Amendment to the Articles of Incorporation was approved by the board of directors of the corporation February 26, 2007.

Nilam Resources Inc.

By:  /s/ Michael Sklavenitis    

Michael Sklavenitis

Chairman of the Board of Directors, Secretary and Treasurer

EX-31.1

Exhibit 31.1

Certification

I, Len DeMelt, certify that:

1. I have reviewed this Form 10-K annual report for the period ended April 30, 2009, of Nilam Resources, Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such internal control over financial reporting to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	Any deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2009	/s/ Len DeMelt
	Len DeMelt, Director, Chief Executive Officer, Treasurer, Secretary, and Acting Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C., ss.1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Nilam Resources Inc. (the “Company”) for the year ended April 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer, acting President, acting Treasurer, and the acting principal financial officer of the Company, hereby certifies pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents in all material respects the financial condition and results of operations of Nilam Resources Inc.

Date: August 2, 2009	/s/ Len DeMelt
	Len DeMelt, Director, Chief Executive Officer, Treasurer, Secretary, and Acting Principal Accounting Officer