10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 10-Q

 (Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2009

[    ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-52944

MINE CLEARING CORP.

(Exact name of registrant as specified in its charter)

NEVADA			00-0000000
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
#640 – 801 6th Ave. SW, Calgary, Alberta, Canada				T2P 3W2
(Address of principal executive offices)				(Zip Code)
		403-681.6249
		(Registrant’s telephone number, including area code)
	N/A
	(Former name, former address and former fiscal year, if changed since last report)

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

 [ X ] Yes         [    ]  No

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

Large accelerated filer	[       ]	Accelerated Filer	[        ]
Non-accelerated filer	[       ]	Smaller reporting company	[  X   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes         [   ]  No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class	Outstanding at July 15, 2009
common stock - $0.001 par value	59,446,200

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)	3
	Item 2.	Management's Discussion and Analysis or Plan of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factors	17
	Item 2.	Unregistered Sales of Securities and Use of Proceeds	18
	Item 3.	Defaults upon Senior Securities	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	19

MINE CLEARING CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

For the period ended

May 31, 2009

Index

Balance Sheets as of May 31, 2009 (Unaudited) and August 31, 2008

F-1

Unaudited Statements of Operations for the three months and nine months ended May 31, 2009

and 2008 and from September 30, 2005 (Inception) to May 31, 2009

F-2

Unaudited Statements of Cash Flows for the nine months ended May 31, 2009 and 2008 and from

September 30, 2005 (Inception) to May 31, 2009

F-3

Unaudited Notes to the Financial Statements

F-4

Mine Clearing Corp.

(A Development Stage Company)

Balance Sheets

	May 31, 2009 $	August 31, 2008 $
	(unaudited)
ASSETS
Current Assets
Cash	5,639	269,625
Prepaid expenses	1,470	2,228
Total Current Assets	7,109	271,853
Equipment, Net	965	1,211
Total Assets	8,074	273,064
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts payable	71,463	11,581
Accrued liabilities	9,198	15,981
Due to related parties	28,398	10,397
Total Current Liabilities	109,059	37,959
Loan payable – related party	18,000	–
Total Liabilities	127,059	37,959
Stockholders’ (Deficit) Equity
Common Stock, 200,000,000 shares authorized, $0.001 par value 59,446,200 shares issued and outstanding as of May 31, 2009 and August 31, 2008	59,446	59,446
Additional Paid-in Capital	367,154	367,154
Deficit Accumulated During the Development Stage	(545,585)	(191,495)
Total Stockholders’ (Deficit) Equity	(118,985)	235,105
Total Liabilities and Stockholders’ (Deficit) Equity	8,074	273,064

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-1

Mine Clearing Corp.

(A Development Stage Company)

Statements of Operations

(Unaudited)

	Accumulated From September 30, 2005	For the Three Months	For the Three Months	For the Nine Months	For the Nine Months
	(Date of Inception)	Ended	Ended	Ended	Ended
	to May 31,	May 31,	May 31,	May 31,	May 31,
	2009	2009	2008	2009	2008
	$	$	$	$	$
Revenue	–	–	–	–	–
Expenses
General and administrative	266,066	43,123	7,527	177,983	16,202
Amortization	267	–	–	246	–
Research and development costs	98,000	–	–	98,000	–
Professional fees	160,655	12,683	6,113	77,861	23,943
Total Expenses	524,988	55,806	13,640	354,090	40,145
Net Loss Before Discontinued Operations	(524,988)	(55,806)	(13,640)	(354,090)	(40,145)
Discontinued operations	(20,597)	–	–	–	(6,068)
Net Loss	(545,585)	(55,806)	(13,640)	(354,090)	(46,213)
Net Loss Per Share – Basic and Diluted
Continuing Operations		–	–	(0.01)	–
Discontinued Operations		–	–	–	–
Weighted Average Shares Outstanding		59,446,000	58,676,000	59,446,000	58,596,000

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-2

Mine Clearing Corp.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	Accumulated From September 30, 2005 (Date of Inception) to May 31, 2009	For the Nine Months Ended May 31, 2009	For the Nine Months Ended May 31, 2008
	$	$	$
Operating Activities
Net loss	(545,585)	(354,090)	(46,213)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services and rent	26,250	–	6,750
Impairment of mineral property	9,957	–	5,218
Amortization	267	246	–
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	80,661	53,099	5,614
Prepaid expenses	(1,470)	758	–
Due to related party	27,988	18,001	(1,251)
Net Cash Used in Operating Activities	(401,932)	(281,986)	(29,882)
Investing Activities
Mineral property acquisition costs	(9,547)	–	(5,218)
Equipment acquisition	(1,232)	–	–
Net Cash Used by Investing Activities	(10,779)	–	(5,218)
Financing Activities
Proceeds from loan payable – related party	18,000	18,000	–
Proceeds from the issuance of common stock	400,350	–	25,000
Net Cash Provided by Financing Activities	418,350	18,000	25,000
Increase (Decrease) In Cash	5,639	(263,986)	(10,100)
Cash - Beginning of Period	–	269,625	28,857
Cash - End of Period	5,639	5,639	18,757
Supplemental Disclosures
Interest paid	–	–	–
Income tax paid	–	–	–

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-3

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

1.

Development Stage Company

Peak Resources Incorporated (the “Company”) was incorporated in the State of Nevada on September 30, 2005. On August 18, 2008, the Company changed its name to Mine Clearing Corp. The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. The Company’s former principal business was the acquisition and exploration of mineral resource properties. During the fourth quarter of 2008, the Company changed its principal business and entered into licensing agreements for the rights to certain intellectual properties in the landmine scanning, detection, mapping and removal services. Refer to Note 7.

2.

Going Concern

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 and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. 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, and the attainment of profitable operations. As of May 31, 2009, the Company has accumulated losses of $545,585 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.

3.

Summary of Significant Accounting Policies

a)

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is August 31.

b)

Interim Financial Statements

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended August 31, 2008, included in the Company’s Annual Report on Form 10-K filed on December 2, 2008 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at May 31, 2009, and the consolidated results of its operations and consolidated cash flows for the nine months ended May 31, 2009 and May 31, 2008. The results of operations for the nine months ended May 31, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year ending August 31, 2009.

c)

Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources . The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-4

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

3.

Summary of Significant Accounting Policies (continued)

d)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

e)

Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

f)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had no cash equivalents as of May 31, 2009 nor August 31, 2008.

g)

Research and Development Costs

Pursuant to FAS 2 “Accounting for Research and Development Costs” the Company expenses all research and development costs as incurred.

h)

Mineral Property Costs

The Company has been in the development stage since its inception on September 30, 2005 and has not yet realized any revenues from its planned operations. The Company was formerly engaged in the acquisition and development of mining properties. Mineral property development costs are expensed as incurred. 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” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will b e amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

i)

Property and Equipment

Property and equipment is recorded at cost and is amortized on a straight-line basis over 5 years.

j)

Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

F-5

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

3.

Summary of Significant Accounting Policies (continued)

j)

Financial Instruments (continued)

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

k)

Financial Instruments

SFAS No. 157 “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

Level 2

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

Level 3

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

Our financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts owed to related parties. Pursuant to SFAS No. 157, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada and the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

l)

Discontinued Operations

Certain amounts have been reclassified to present the Company’s discontinuance of its mineral exploration operations, as discontinued operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations. Information relating to discontinued operations is included in Note 9.

m)

Income Taxes

The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-6

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

3.

Summary of Significant Accounting Policies (continued)

n)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

o)

Recent Issued Accounting Pronouncements

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”.  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the ris k-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted.  The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 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 generally accepted accounting principles in the United States.  SFAS 162 is effective November 15, 2008. The adoption of this statement did not have a material effect on the Company’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fisca l years beginning after November 15, 2008, with early adoption encouraged.  The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

F-7

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

3.

Summary of Significant Accounting Policies (continued)

o)

Recently Issued Accounting Pronouncements (continued)

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this st atement is not expected to have a material effect on the Company's financial statements.

In February 2007, the 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 did not have a material effect on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.

4.

Property and Equipment

			May 31,	August 31
			2009	2008
	Cost	Accumulated Amortization	Net Book Value	Net Book Value
	$	$	$	$
Equipment	1,232	267	965	1,211

5.

Related Party Transactions

a)

During the period ended May 31, 2009, the Company recognized a total of $nil (2008 - $4,500) for management services at $500 per month provided by the President of the Company, and $nil (2008 - $2,250) for rent at $250 per month provided by the President of the Company.  Refer to Note 7(a).

b)

At May 31, 2009, the Company is indebted to a director of the Company for $28,398 (August 31, 2008 -$10,397), representing expenditures paid on behalf of the Company and management services. This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment. Imputed interest as was considered, however, is immaterial to the financial statements at May 31, 2009.

F-8

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

6.

Loan Payable

On December 15, 2008, the Company signed a loan agreement to receive $18,000 from a shareholder of the Company to be used for general working capital.  The loan is unsecured and non-interest bearing. The loan agreement was amended on May 1, 2009, to increase the term of the loan from one year to three years. Imputed interest as was considered, however, is immaterial to the financial statements at May 31, 2009.

7.

Commitments

a)

On August 1, 2008, the Company entered into a management agreement with the President of the Company to provide management services. Under the terms of the agreement, the Company agreed to pay $5,000 per month for an initial term of 24 months.

b)

On August 1, 2008, the Company entered into a management agreement with a contractor to provide management services. Under the terms of the agreement, the Company agreed to pay $5,000 per month for an initial term of 24 months. On November 12, 2008, the Company decided to terminate the agreement effective January 13, 2009, pursuant to the termination clause.

c)

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

i.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $359,500 (£215,000). The Company will be required to deliver an initial payment of $98,000 (£53,750) (paid), followed by 3 sequential monthly payments of $157,000 (£96,750), $87,000 (£53,750) and $17,500 (£10,750).

ii.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $664,000 to $810,000 (£410,000 to £500,000).

iii.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $251,000 to $324,000 (£155,000 to £200,000).

d)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology. The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 7(c)) and thereafter a royalty of £1,000 (US$1,600) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,000) over a ten year period commencing upon completion of the Services Agreement.

e)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Fig8 technology”) in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Fig8 technology. The consideration for the license to use the Fig8 technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of the final phase of the Services Agreement and thereafter a royalty of £125 (US$200) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,000) over a ten year per iod commencing upon completion of the Services Agreement.

F-9

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2009

(Unaudited)

7.

Commitments (continued)

f)

On August 15, 2008, the Company entered into a management agreement with a contractor to provide management services. Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.

g)

On August 27, 2008, the Company entered into a contract with an investor relations firm. In consideration for investor relations services, the Company will pay the firm 3% for all venture investments. The Company will also pay EUR 2,000 (US$2,500) per month for three months commencing September 1, 2008. The agreement can be revoked by either party at any time during the three month period, however, introductions made by the investor relations firm that lead to financing will be honored for a period of one year. For all introductions, the maximum finder’s fee payable is 10% (inclusive of the 3% fee).

h)

On September 9, 2008, the Company entered into a management agreement with a consultant to provide consulting services. Under the terms of the agreement, the Company agreed to pay $3,500 per month for an initial term of 24 months.  This agreement was terminated on February 27, 2009.

i)

On October 17, 2008, the Company signed a memorandum of understanding with a bank to advise the Company in its private placement of new shares with European institutional investors.  In consideration for these services the Company has agreed to pay for all expenses, fees and any other costs incurred in connection with the Private Placement, 10% of the gross proceeds of the Private Placement, and EUR 15,000 for work provided during Due Diligence.

j)

On November 18, 2008, the Company entered into a management agreement with a consultant to provide management services.  Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.

k)

On January 1, 2009 the Company entered into a finder’s fee agreement with a finder who will provide a list of investors.  Under the terms of the agreement, the Company agreed to pay 10% of the proceeds invested in the Company by an investor within 90 days.  This agreement was terminated March 2, 2009.

8.

Common Stock

a)

On March 3, 2008, the Company affected a nine (9) for one (1) stock dividend of the authorized, issued and outstanding stock.  As a result, the issued and outstanding share capital increased from 5,867,620 shares of common stock to 58,676,200 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.

b)

On September 8, 2008, the Company increased the authorized capital from 75,000,000 shares of common stock with a par value of $0.001 per share to 200,000,000 shares of common stock with a par value of $0.001 per share.

9.

Discontinued Operations

On August 7, 2008, the Company discontinued all operations related to the former business of acquiring and exploring mineral resource properties.

The results of discontinued operations are summarized as follows:

	Accumulated From September 30, 2005 (Date of Inception)	For the Nine Months Ended	For the Nine Months Ended
	to May 31,	May 31,	May 31,
	2009	2009	2008
Expenses
Impairment of mineral property	9,957	–	5,217
Mineral property costs	10,640	–	851
Net Loss	(20,597)	–	(6,068)

F-10

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF MINE CLEARING CORP. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Forward-Looking Statements

Some of the information in this quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives for future operations, are forward-looking statements.  These statements express, or are based on, our expectations about future events.  Forward-looking statements give our current expectations or forecasts of future events.  Forward-looking statements generally can be identified by the use of forward looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or similar terminology.

Although any forward-looking statements contained in this Form 10-Q or otherwise expressed by or on behalf of us are, to our knowledge and judgment, believed to be reasonable, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken.  Forward-looking statements involve and can be affected by inaccurate assumptions or by known and unknown risks and uncertainties which may cause our actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. Important factors that could cause actual results to differ materially from expected results include those discussed under the caption “Risk Factors” in our annual report on Form 10-K for the year ended August 31, 2008 and filed on December 2, 2008.  Any of these factors could cause our actual results to diffe r materially from the results implied by these or any other forward-looking statements made by us or on our behalf.  We cannot assure you that our future results will meet our expectations.  When you consider these forward-looking statements, you should keep in mind these factors.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these factors.  Our forward-looking statements speak only as of the date made.  We assume no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations or otherwise.

Overview

Mine Clearing Corp. (“MCC”) is developing an advanced technology solution to locating, mapping and removing landmines. Our solution is based on two patented sensors that will be further developed by our technology provider, Roke Manor Research Ltd. (“Roke”), for our specific demining solution. The resulting technology product will be an integrated stand-alone scanning, locating and mapping system that will utilize Unmanned Aerial Vehicles, GPS mapping software and specialized training of resident personnel of client countries. MCC expects that the system will be substantially faster, more efficient and safer than existing approaches to the dangerous process of landmine detection and removal.

Roke, a subsidiary of Siemens AG, are our strategic technology providers and the sensor technology we have licensed from Roke represents the foundation of our technology solution. Roke is owned by Siemens and based in Romsey, Hampshire, UK is an innovative solutions provider and contract R&D specialist. They have pioneered developments in electronic sensors, networks and communications technology, providing products and services to Siemens businesses, government departments, and commercial customers. (Roke employs approximately 475 people. Orders for the financial year ending 30 September 2007 were £44.85m and turnover for the same period was £42.55 million.)

MCC has licensed two proprietary sensors for the exclusive use of landmine detection from Roke via two licensing agreements entered into on August 7, 2008. The sensor technology will be further developed by Roke through a Development and Consultancy Support Services Agreement (“Services Agreement”) entered into on August 7, 2008.

Plan of Operation

MCC intends to complete a number of key objectives over the course of the next 12 – 18 months that will result in achieving its goal of becoming a highly profitable technology and service company in the landmine detection and removal sector.

The most important objectives to achieve are the following:

·

In accordance with the global nature of its business, we are targeting multiple stock exchange listings including a more senior exchange listing in either Europe or the UK.

·

Complete a financing of between $3 - $5 million to meet our development and commercialization funding needs for the next 12 months. This includes approximately $1.5 million for technology product development, approximately $1.4 million for general and administration (including business development) and approximately $1.5 million in capital costs to deploy our first commercial unit

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·

Develop a working model stand alone system that will conduct high level scans and low level detection of landmines on a variety of landmine contamination terrains. A series of demonstrations to key decision makers and centers of influence will be carried out as soon as the prototype systems are available.

·

Develop and market a business model that is based on complex technology but that delivers direct and significant benefits. Our complex system will scan, detect, and map the location of buried landmines. Retired military personnel and civilians, including mine survivors, will provide the bulk of our human resource needs. Our commitment to our clients will even go as far as the establishment of product assembly sites, Centers of Excellence and regional training centers.

·

Achieve certification with the United Nations for mine removal.

·

Secure letters of intent, followed by firm contracts with both nation states and private companies seeking to de-contaminate targeted parcels of land.

·

Build a global organization that can implement an aggressive business model that will gain the confidence and business of nation states that will benefit from both a humanitarian and economic development perspective by employing MCC

The key milestones and achievement dates are outlined in the following table:

Milestone	Details	Achievement Date
Raise $3 - $5 million1	Required to fund R&D, corporate and business development.	July/Aug 2009
Roke Phase 1 completed	System analysis and design phase	Sept/Oct 2009
Letters of Understanding	Client countries secure initial position for demonstrations.	October 2009
Roke Phase 2 completed	Ground based demonstrators completed including landmine location and mapping function	Jan/Feb 2010
Letters of Intent signed with initial client countries	Countries having viewed functionality of phase 2 will be requested to sign LOIs to ensure they are positioned to be first client countries.	February 2010
Roke Phase 3 completed	UAV integration and testing. Final prototype demonstrated.	May 2010
Contracts signed and deposits (1/3) taken	We anticipate our first year of operations will generate contracts in a minimum of 2 countries.	May 2010

¹ MCC has not reached any definitive arrangements for financing as of the date of this report.

MCC’s technology is complex but our development model is not. We intend on building the best in class solution to the global demining problem. We will market our solution to nation states that will benefit from mine removal and economic development benefits inherent in adopting our system.

The management of MCC has direct experience in developing and growing technology based companies. We understand that the primary success factor in a thriving technology venture is delivering a product that meets or, better yet, exceeds the needs of the client. In our case, this means developing a landmine removal system/service that we believe is faster, less expensive and safer than existing methods. We have confidence in our team and in Roke Manor’s patented sensors to meet this objective.

We also understand that while the resulting technology is critical, building a better mousetrap isn’t the only key to success. We have to develop the contacts and relationships to ensure we can market our systems successfully. To that end we have generated solid expressions of interest. Potential clients are numerous and everyone we have communicated with is keenly interested in our proposed product offering. We have only scratched the surface in terms of business development and intend to do more over the coming year as we lead to our phased product demonstrations.

Initially our marketing efforts will demonstrate that the sensors can scan for and detect buried landmines. The next demonstrations will show potential clients an integrated system with scanning, detecting and mapping features. Finally, we will integrate it all onto an airborne delivery system that will quickly scan terrain and deliver less expensive, faster and safer land mine removal. These successive steps will lead to formal commitments and to contracts for work programs. This is the core of the market development plan.

As we work with Roke we will continue to forge new relationships that will turn into solid business relationships in the future. We have been making progress in that regard and we are convinced there is a huge unmet need for a product/service that offers the benefits we are developing.

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As a new venture, we are constantly learning more about the dynamics of the market. These dynamics have convinced us that while it is important to balance our efforts, we are more convinced than ever that our focus of ensuring the technology development is of the highest priority is the correct approach. We are confident that we will continue to make progress in developing an application that will make the purchase decision easy and at the same time prepare the market for our launch.

Risk Factors

An investment in MCC’s common stock involves a number of very significant risks.  Prospective investors should refer to all the risk factors disclosed in MCC’s Form 10-K filed on December 2, 2008.

Results of Operation for the Period Ended May 31, 2009

MCC has had no operating revenues since its inception on September 30, 2005, through to May 31, 2009.  MCC’s activities have been financed from the proceeds of share subscriptions and from a shareholder loan.  From MCC’s inception on September 30, 2005 to May 31, 2009 MCC raised a total of approximately $400,000 from private placements of its common stock and $18,000 from a shareholder loan.

For the period from inception on September 30, 2005, to May 31, 2009, MCC incurred total expenses of $524,988.  These expenses included $160,655 in professional fees, $98,000 in research and development costs, $266,066 in general and administrative expenses, $267 in amortization expenses and $20,597 in expenses due to discontinued operations (mineral property costs).  MCC’s general and administrative expenses include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of legal, consulting, management fees, accounting and auditing fees.  

For the three month period ended May 31, 2009, MCC incurred total expenses of $55,806.  These expenses included $12,683 in professional fees and $43,123 in general and administrative expenses.  MCC’s general and administrative expenses mainly include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of legal, consulting, management fees, accounting and auditing fees.  

For the three month period ended May 31, 2008, MCC incurred total expenses of $13,640.  These expenses included $6,113 in professional fees and $7,527 in general and administrative expenses. Peak’s general and administrative expenses included $1,500 for donated management services and $750 for donated rent, which were provided by its President.

Liquidity and Capital Resources

As at May 31, 2009, MCC had a cash balance of $5,639 and had working capital deficit of ($101,950).  MCC’s accumulated deficit was $545,585 as at May 31, 2009.  MCC’s net loss of $545,585 from September 30, 2005 (date of inception) to May 31, 2009 was mostly funded by its equity financing.  From September 30, 2005 (date of inception) to May 31, 2009, MCC raised $400,350 in equity financing and $18,000 in debt financing.  The net increase in cash from September 30, 2005 (date of inception) to May 31, 2009 was $5,639.

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

iv.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $350,000 (£215,000 GBP). Phase 1 is expected to be completed on or before September 30, 2009. The Company delivered an initial payment of $98,000 (£53,750 GBP) in September 2008 and these are to be followed by 3 sequential monthly payments of $158,000 (£96,750 GBP), $88,000 (£53,750 GBP) and $17,500 (£10,750 GBP).

v.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $670,000 to $815,000 (£410,000 GBP to £500,000 GBP). Phase 2 is expected to be completed on or before February 28, 2010.

vi.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $253,000 to $327,000 (£155,000 GBP to £200,000 GBP). Phase 3 is expected to be completed on or before May 31, 2010.

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology.

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The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 GBP (US$243,000), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 5(c)) and thereafter a royalty of £1,000 GBP (US$1,900) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 GBP (US$486,000) over a ten year period commencing upon completion of the Services Agreement.

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Fig8 technology”) in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Fig8 technology. The consideration for the license to use the Fig8 technology is an upfront fee of £125,000 GBP (US$243,000), which shall be payable upon completion of the final phase of the Services Agreement and thereafter a royalty of £125 GBP (US$240) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 GBP (US$486,000) ove r a ten year period commencing upon completion of the Services Agreement.

Funding for the obligations to Roke Manor Research to complete the research and development program and pay the upfront licensing fees will financed through sales of MCC’s common stock. There are no assurances that MCC will be able to achieve further sales of its common stock or any other form of additional financing.  If MCC is unable to achieve the financing necessary to continue its plan of operations, then MCC will not be able to execute its business plan of developing a demining technology solution and its business will fail.

Management intends to raise the balance of MCC’s cash requirements of $4.3 million for the next 12 months from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer) within the next few months.  If MCC is unsuccessful in raising enough money through future capital raising efforts, MCC may review other financing possibilities such as bank loans.  At this time MCC does not have any commitments from any broker-dealer to provide MCC with financing.

Net Cash Used in Operating Activities

For the nine month period ended May 31, 2009, net cash used in operating activities totaled $ 281,986 compared with $29,882 for the previous fiscal year.  

As at May 31, 2009, MCC had a cash balance of $5,639 and had working capital deficit of ($101,950).  During the nine month period ended May 31, 2009, MCC used $281,986 in cash for operating activities.  This was primarily a result of an operating loss of $354,090, offset by non-cash items for amortization of $246, and a net increase in accounts payable and accrued liabilities of $53,099.  During the nine month period ended May 31, 2009, MCC paid $nil towards accounts payable.  There were also changes in prepaid expenses and due to related parties resulting in a net use of cash of ($18,001).

Net Cash Used in Investing Activities

Net cash provided by investing activities was $nil for the nine month period ended May 31, 2009 as compared with $nil of cash used for the previous  year.

MCC used net cash of $0 in investing activities during the nine month period ended May 31, 2009.  

For the nine month period ended May 31, 2009, MCC’s monthly cash requirement was approximately $31,331 in operating activities and approximately $0 in investing activities.  Management anticipates that after July  2009 if MCC intends to execute its business plan its monthly expenses will increase to $233,000 for technology and product development plus general and administration (including business development). This includes an average of $43,000 for human resources and staffing, an average of $127,000 for research and development, $30,000 for business development including travel costs, and $33,000 for public company, legal, accounting, marketing and office costs.  During the last quarter of the upcoming fiscal year it will require the majority of its $1.4 million budget for capital expenditures to build and deploy its first commercial unit.  

Net Cash Used in Financing Activities

Net cash provided by financing activities was $18,000 for the nine month period ended May 31, 2009 as compared with financing of $25,000 for the previous fiscal year from the issuance of common stock.

Off-balance Sheet Arrangements

MCC has not engaged in any off-balance sheet arrangements.

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Tabular Disclosure of Contractual Obligations

MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Forward Looking Statements

The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding MCC’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports MCC files with the Securities and Exchange Commission.  These factors may cause MCC’s actual results to differ materially from any forward-looking statement.  MCC disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.  

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely de cisions regarding required disclosure.

 Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for th e periods presented.

 Changes in Internal Control over Financial Reporting

 In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended May 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

MCC is not a party to any legal proceedings and, to the best of MCC’s knowledge, none of MCC’s property or assets are the subject of any pending legal proceedings.

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Item 1A.  Risk Factors.

MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.  

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter of the fiscal year covered by this report, (i) MCC did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) MCC did not sell any unregistered equity securities.

Item 3.  Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of MCC.  Also, during this quarter, no material arrearage in the payment of dividends has occurred.

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

No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report.

Item 5.  Other Information.

During the quarter of the fiscal year covered by this report, MCC reported all information that was required to be disclosed in a report on Form 8-K.

MCC has adopted a new code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics for more information.  MCC undertakes to provide any person with a copy of its financial code of ethics free of charge.  Please contact Larry Olson at 403-681-6249 to request a copy of MCC’s code of ethics.  Management believes MCC’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

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Item 6.  Exhibits

(a)

Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to MCC’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-52944 and SEC File Number 333-135743.

Exhibit	Description	Status
3.1	Articles of Incorporation filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
3.2	By-Laws filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
3.3	Certificate of Amendment dated September 8, 2008, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on September 11, 2008, and incorporated herein by reference.	Filed
10.1	Kalamalka property agreement dated September 18, 2006 between Peak Resources Incorporated and Bearclaw Capital Corp., filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.2	Kalamalka property option agreement addendum #1 dated December 30, 2006 between Bearclaw Capital Corp. and Peak Resources Incorporated, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.4	Kalamalka property trust agreement dated September 19, 2006, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.5	Kalamalka property option agreement addendum #2 dated March 29, 2007 between Bearclaw Capital Corp. and Peak Resources Incorporated, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.6	Development and Consultancy Support Services Agreement dated July 29, 2008 (effective August 7, 2008) between Roke Manor Research Limited and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 14, 2008, and incorporated herein by reference.	Filed
10.7	Technology Exploitation Agreement (Cold Sky) dated July 29, 2008 (effective August 7, 2008), 2008 between Roke Manor Research Limited and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 14, 2008, and incorporated herein by reference.	Filed
10.8	Technology Exploitation Agreement (Fig8) dated July 29, 2008 (effective August 7, 2008), 2008 between Roke Manor Research Limited and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 14, 2008, and incorporated herein by reference.	Filed
10.9	Management Agreement dated August 1, 2008 between Peak Resources Incorporated and Larry J. Olson, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 25, 2008, and incorporated herein by reference.	Filed
10.10	Management Agreement dated August 1, 2008 between Peak Resources Incorporated and Robert Williams, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 25, 2008, and incorporated herein by reference.	Filed
10.11	Management Agreement dated August 1, 2008 between Peak Resources Incorporated and Pierre Zakarauskas, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 25, 2008, and incorporated herein by reference.	Filed
10.12	Management Agreement dated September 9, 2008 between Mine Clearing Corp. and Dr. Faysal Abdelgadir Mohamed, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on September 16, 2008, and incorporated herein by reference.	Filed

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10.13	Management Agreement dated November 18, 2008 between Mine Clearing Corp. and Mr. Al Carruthers, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on November 24, 2008, and incorporated herein by reference.	Filed
4.01	Notice of Changes in Registrant’s Certifying Accountant dated February 12, 2009 whereby Manning Elliott Chartered Accountants were terminated and M&K CPAS, PLLC of Houston, Texas were appointed – filed on February 13, 2009.
16.1	Letter of Manning Elliott Chartered Accountants to the Securities and Exchange Commission dated February 20, 2009 (the former accountants). Filed February 23, 2009.
99.1	Press release announcing MCC accepting the immediate resignation of Dr. Faysal Mohamed in the position of Executive Director – International Business Development. Filed March 3, 2009.
14	Financial Code of Ethics filed as an exhibit to MCC’s Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Mine Clearing Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.

MINE CLEARING CORP.

Dated:

July 15, 2009

By:  /s/ Larry Olson

Name:  Larry Olson

Title:

 Director, President, CEO, and CFO

(Principal Executive Officer and

Principal Financial Officer)

EX-31

Exhibit 31

MINE CLEARING CORP.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Larry Olson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ending May 31, 2009 of Mine Clearing Corp.;

2.  Based on my knowledge, this quarterly 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 report;

3.  Based on my knowledge, the financial statements, and other financial information included in this 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. The registrant’s other certifying officers and I are 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 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and

(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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our 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) All significant 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:  July 15, 2009

/s/ Larry Olson

Larry Olson
Chief Executive Officer

MINE CLEARING CORP.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Larry Olson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ending May 31, 2009 of Mine Clearing Corp.;

2.  Based on my knowledge, this quarterly 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 report;

3.  Based on my knowledge, the financial statements, and other financial information included in this 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. The registrant’s other certifying officers and I are 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 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and

(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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our 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) All significant 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:  July 15, 2009

/s/ Larry Olson

Larry Olson
Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mine Clearing Corp. (the “Company”) on Form 10-Q for the period ending May 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Olson, President, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §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 the Company.

/s/Larry Olson

Larry Olson
Chief Executive Officer
July 15, 2009

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mine Clearing Corp. (the “Company”) on Form 10-Q for the period ending May 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Olson, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §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 represents, the financial condition and results of operations of the Company.

/s/ Larry Olson

Larry Olson
Chief Financial Officer
July 15, 2009