SB-2/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT #1 FORM SB-2-/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 File No. 333-143694
BLUE MOUNTAIN RESOURCES INC.
(Exact name of Registrant as specified in its charter)
NEVADA	1000		Pending
(State or other jurisdiction of incorporation or organization)	Standard Industrial Classification		IRS Employer Identification Number
BLUE MOUNTAIN RESOURCES INC. Melvin Woolley, President 812 D 16 Ave, S.W. Calgary, Alberta Canada		T2R 0S9
(Name and address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		(403) 802-2800
Fax:		(403) 802-6850
Approximate date of commencement of Proposed sale to the public:
as soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [  ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following.   [  ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE (1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (2)	AMOUNT OF REGISTRATION FEE (2)
Common Stock	2,900,000 shares	$0.01	$29,000	$0.89

(1) Based on the last sales price on August 1, 2006.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

SUBJECT TO COMPLETION, Dated August 2, 2007

Agent for service of process:

Empire Stock Transfer Inc.

2470 Rose Parkway, Suite 304

Henderson, NV 89075

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PROSPECTUS

BLUE MOUNTAIN RESOURCES INC.

2,900,000 SHARES

COMMON STOCK

_________

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.

_________

The purchase of the securities offered through this prospectus involves a high degree of risk.  SEE SECTION ENTITLED “RISK FACTORS ON PAGES 7 - 10.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  We determined this offering price based upon the price of the last sale of our common stock to investors.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

_____________

The Date of This Prospectus Is: August 2, 2007

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Table Of Contents

	PAGE
Summary	6
Risk Factors	7
- If we do not obtain additional financing, our business will fail	7
- Because we have not commenced business operations, we face a high risk of business failure	8
- Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail	9
- We need to continue as a going concern if our business is to succeed.  Our independent auditor has raised doubt about our ability to continue as a going concern	9
- If we do not pay an additional $695,000 to Robert Weicker and incur an additional $1,455,000 in exploration expenditures on The Silver Vista Property, we will not acquire any interest in the property and our business will fail	9
- Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business	9
- Even if we discover commercial reserves of precious metals on the Silver Vista property, we may not be able to successfully commence commercial production	9
- Because our president and secretary have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail	10
- Because our management has only limited experience in mineral exploration, our business has a higher risk of failure	10
- If a market for our common stock does not develop, shareholders may be unable to sell their shares	10
- A purchaser is purchasing penny stock which limits the sell the ability to stock	10
Forward-Looking Statements	10
Use of Proceeds	11
Determination of Offering Price	11
Dilution	11
Selling Shareholders	11
Plan of Distribution	14
Legal Proceedings	16
Directors, Executive Officers, Promoters and Control Persons	17
Biographical Information	17
Term of Office	17
Significant Employees	17
Conflicts of Interest	17
Security Ownership of Certain Beneficial Owners and Management	18
Description of Securities	18
Interest of Named Experts and Counsel	19
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	19
Organization Within Last Five Years	20
Description of Business	20
Description, Location and Access	20
Silver Vista Property Staking and Purchase Agreement	21
Exploration History	21
Geological Assessment: Report Property	22
Conclusions	23
Proposed Budget for Phase One	23
Compliance With Government Regulation	24

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Table Of Contents

- continued

Employees	25
Research and Development Expenditures	25
Subsidiaries	25
Patents and Trademarks	25
Reports to Security Holders	25
Plan of Operations	26
Results of Operations For Period Ending January 31, 2007	26
Description of Property	26
Certain Relationships and Related Transactions	27
Market for Common Equity and Related Stockholder Matters	27
No Public Market for Common Stock	27
Stock Holders of Our Common Shares	27
Rule 144 Shares	27
Registration Rights	27
Dividends	28
Executive Compensation	28
Annual Compensation Table	28
Stock Option Grants	28
Consulting Agreements	29
Financial Statements	29
Changes in and Disagreements with Accountants	49

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Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral property exploration. To date, we have not conducted any exploration on our sole mineral property, the Silver Vista property, located in British Columbia, Canada.  We do not own the Silver Vista property. We own an option to purchase (the “Option”) a 100% interest in the four mineral claims comprising the Silver Vista property.  We purchased this Option from Robert Weicker of Coquitlam, British Columbia for a cash payment of $5,000. In order to exercise this option and acquire these claims need to pay Mr. Robert Weiker further cash payments totaling $695,000 as follows:

1.  $25,000 by July 20, 2007;

2.  $70,000 by July 20, 2008;

3.  $250,000 by July 20, 2009; and

4.  $350,000 by July 20, 2010.

and incur $1,455,000 in exploration expenditures as follows:

1.  $250,000 by August 31, 2007;

2.  $250,000 by August 31, 2008;

3.  $455,000 by August 31, 2009; and

4.  $500,000 by August 31, 2010.

Our objective is to conduct mineral exploration activities on the Silver Vista property in order to assess whether it possesses economic reserves of copper and silver.  We have not yet identified any economic mineralization on the property.  Our proposed exploration program is designed to search for an economic mineral deposit.

There is currently no public market for our common stock and no certainty that a market will develop. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

We were incorporated on March 17, 2006 under the laws of the state of Nevada.  Our principal offices are located at 812 D, 16^th Avenue SW, Calgary, Alberta, Canada.  Our telephone number is 403-802-2800.

The Offering:

Securities Being Offered	Up to 2,900,000 shares of common stock.
Offering Price	The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  We determined this offering price based upon the price of the last sale of our common stock to investors.
Terms Of the Offering	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.

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Termination Of the Offering	The offering will conclude when all of the 2,900,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares.
Securities Issued and to be Issued	5,400,000 shares of our common stock are issued and outstanding as of the date of this prospectus.  All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use Of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Summary Financial Information

Balance Sheet	April 30, 2007	October 31, 2006
	(unaudited)	(audited)
Cash	$  11,246	$  21,678
Total Assets	$  11,246	$  21,678
Liabilities	$  2,072	$  0
Total Stockholders’ Equity	$  11,658	$  21,678

Statement Of Loss and Deficit

From Incorporation on March 17, 2006 to April 30, 2007 (unaudited)

Revenue	$  0
Net Loss	$  (13,326)

Risk Factors

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

As of April 30, 2007, we had cash in the amount of $11,246. We currently do not have any operations and we have no income.  As well, we will not receive any funds from this registration.

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Our business plan calls for significant expenses in connection with the exploration of the Silver Vista property. While we have sufficient funds to conduct the initial exploration on the property, estimated to cost $5,000, we may require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the Silver Vista property are greater than anticipated. Further, in order to exercise our Option, we need to pay Robert Weicker an additional $25,000 by July 20, 2007, a further $70,000 by July 20, 2008, a further $250,000 by July 20, 2009 and a further $350,000 by July 20, 2010, and in addition we also need to incur $250,000 in exploration expenditures by August 31, 2007, an additional $250,000 in exploration expenditures by August 31, 2008, an additional $455,000 in exploration expenditures by August 31, 2009, and an additional $500,000 in exploration expenditures by August 31, 2010.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market price for copper and silver, and investor acceptance of our property and general market conditions.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the Silver Vista property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We have not yet commenced exploration on the Silver Vista property. Accordingly, we have no way to evaluate the likelihood that our business will be successful.  We were incorporated on March 17, 2006 and to date have been involved primarily in organizational activities and the acquisition of our mineral property.  We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Silver Vista property and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.  If we determine that the Silver Vista property does not contain any reserves and that we are unable to complete our business plan with respect to the claims, we may acquire an interest or interests in additional mineral claims for exploration purposes.  Additional acquisitions will depend upon our ability to raise additional funding through our sale of common stock.

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BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The likelihood of our mineral claims containing economic mineralization or reserves is extremely remote. Exploration for minerals is a speculative venture necessarily involving substantial risk.  In all probability, the Silver Vista property does not contain any reserves and funds that we spend on exploration will be lost.  As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The Independent Auditor's Report to our audited financial statements for the period ended October 31, 2006 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern.  Such factors identified in the report are that we have no source of revenue and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

IF WE DO NOT PAY AN ADDITIONAL $695,000 TO ROBERT WEICKER AND INCUR AN ADDITIONAL $1,455,000 IN EXPLORATION EXPENDITURES ON THE SILVER VISTA PROPERTY, WE WILL NOT ACQUIRE ANY INTEREST IN THE PROPERTY AND OUR BUSINESS WILL FAIL.

In order to exercise our Option relating to the Silver Vista property, we are obligated to pay Robert Weicker an additional $25,000 by July 20, 2007, a further $70,000 by July 20, 2008, a further $250,000 by July 20, 2009 and a further $350,000 by July 20, 2010, and in addition we also need to incur $250,000 in exploration expenditures by August 31, 2007, an additional $250,000 in exploration expenditures by August 31, 2008, an additional $455,000 in exploration expenditures by August 31, 2009, and an additional $500,000 in exploration expenditures by August 31, 2010. If we do not make these payments to Robert Weicker and, or meet the exploration expenditures required by the option agreement we will not obtain any interest in the Silver Vista property.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  The payment of such liabilities may have a material adverse effect on our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE SILVER VISTA PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Silver Vista property does not contain any known bodies of mineralization. If our exploration programs are successful in establishing copper and silver of commercial tonnage and grade, we will require additional funds in order to place the property into commercial production.  We may not be able to obtain such financing.

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BECAUSE OUR PRESIDENT AND SECRETARY HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Melvin Woolley, spends approximately 20% his business time providing his services to us. While Mr. Woolley presently possess adequate time to attend to our interests, it is possible that the demands on Mr. Woolley from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.

BECAUSE MANAGEMENT HAS ONLY LIMITED EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

Our sole director, Melvin Woolley does not have any technical training in the field of geology and specifically in the areas of exploring for, starting and operating a mine.  As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants.  As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry.  Their decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part.  Our shares may never trade on the bulletin board.  If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange Act.  The shares will remain penny stock for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

Please refer to the “Plan of Distribution” section for a more detailed discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

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Use Of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination Of Offering Price

The selling shareholders will sell our shares at $0.01per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  We determined this offering price, based upon the price of the last sale of our common stock to investors.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 3,000,000 shares of common stock offered through this prospectus.  These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following:

1.

1,000,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on May 30, 2006; and

2.

1,900,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on August 1, 2006.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1.  the number of shares owned by each prior to this offering;

2.  the total number of shares that are to be offered for each;

3.  the total number of shares that will be owned by each upon completion of the offering; and

4.  the percentage owned by each upon completion of the offering.

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Name of Selling Owned Stockholder Completion Offering	Shares Owned Prior To This Offering	Total Number of Shares To Be Offered For Selling Shareholders Account	Total Shares Owned Upon Completion Of This Offering	Percentage Of Shares Owned Upon Completion Of This Offering
Jessical Wilson $44 - 2678 King George Hwy Surrey, BC  V4P 1H6	100,000	100,000	Nil	Nil
Tsi Tsi White 3635 Jackson Ave. Armstrong, BC  V0E 1B2	100,000	100,000	Nil	Nil
Jokey Chingee 1147 Ahbaru St. Prince George, BC  V2M 3S2	100,000	100,000	Nil	Nil
Justin Chingee Gen. Del. McLeod LK. BC V0J 2G0	100,000	100,000	Nil	Nil
Donald Chingee 1803A 13th Ave Prince George, BC  V2M 1R7	100,000	100,000	Nil	Nil
Bernie Chingee 2917 Minohi Dr. Prince George, BC  V2L 3S6	100,000	100,000	Nil	Nil
Sheila Chingee 844 Carney St. Prince, George, BC  V2M 2K7	100,000	100,000	Nil	Nil
Jennifer Hodgert 10516 Oakfield Dr. S.W. Calgary, AB  T2W 2A9	100,000	100,000	Nil	Nil
Marika Hall 3275 W. 8th Ave. Vancouver, BC  V4K 2L6	100,000	100,000	Nil	Nil
Evan Woolley 24 N. 203 Lynnview Rd. S.E. Calgary, AB  T2C 2C6	100,000	100,000	Nil	Nil
Catherine Hilary Dunn 304 - 1316 West 14th Ave. Vancouver, BC  V6H 1R1	100,000	100,000	Nil	Nil
Joe Laiter 11732 84th Ave. Delta, BC  V4C 2M3	100,000	100,000	Nil	Nil
June Laiter 11732 84th Ave Delta, BC  V4C 2M3	100,000	100,000	Nil	Nil
Clifford Atleo 3546 Huff Dr. C-20 Port Alberni, Bc  V9Y 8B4	100,000	100,000	Nil	Nil

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Name of Selling Owned Stockholder Completion Offering	Shares Owned Prior To This Offering	Total Number of Shares To Be Offered For Selling Shareholders Account	Total Shares Owned Upon Completion Of This Offering	Percentage Of Shares Owned Upon Completion Of This Offering
DG Yougman #9 - 14836 100 Ave. Surrey, BC  V3R 9M3	100,000	100,000	Nil	Nil
Lara Mussell 11455 228 St. Maple Ridge, BC  V2X 3P3	100,000	100,000	Nil	Nil
Janeen Owen 304 - 1718 Venables St. Vancouvre, BC  V5L 2H4	100,000	100,000	Nil	Nil
Fran Auckland 203 - 1095 Bute St. Vancouver, BC  V6E 1Z3	100,000	100,000	Nil	Nil
Brittany K. Manulak 33657 St. Olaf Ave. Abbotsford, BC  V4X 1T6	100,000	100,000	Nil	Nil
Mike Bonshor 1729 142nd St. Surrey, BC  V4A 6K6	100,000	100,000	Nil	Nil
Marie Grant 6329 Crown St. Vancouver, BC  V6N 2C1	100,000	100,000	Nil	Nil
Leslie Schroeder 1729 142nd St. Surrey, BC  V4A 6K6	100,000	100,000	Nil	Nil
Paulette Seymour 2211 E. 6th Ave. Vancouver, BC  V5M 1R3	100,000	100,000	Nil	Nil
Enzo Guerriero #307 - 8 Laguna Crt. New Westminster, BC V3M 6M6	100,000	100,000	Nil	Nil
Jason Manulaf 33657 St. Olaf Ave. Abbotsford, BC  V4X 1T6	100,000	100,000	Nil	Nil

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Name of Selling Owned Stockholder Completion Offering	Shares Owned Prior To This Offering	Total Number of Shares To Be Offered For Selling Shareholders Account	Total Shares Owned Upon Completion Of This Offering	Percentage Of Shares Owned Upon Completion Of This Offering
Paula Wardle 1712 Moody Ave. North Vancouver, BC  V7L 3T8	100,000	100,000	Nil	Nil
Barbara Mowat 2625A Alliance St. Abbotsford, BC  V3S 3T5	100,000	100,000	Nil	Nil
Virginia Harrison 13873 Marine Dr. White Rock, BC  V4B 1A3	100,000	100,000	Nil	Nil
Ernestine Herman 6655 Salish Dr. Vancouver, BC  V6N 4C4	100,000	100,000	Nil	Nil

The named party beneficially owns and has sole voting and investment over all shares or rights to these shares.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 5,400,000 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders:

(1)

has had a material relationship with us other than as a shareholder at any time within the past three years;

(2)

has ever been one of our officers or directors; or

(3)

has the right to acquire any shares with sixty days from options, warrants, rights, conversion privileges, or similar obligations.

Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.

The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors.  The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

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The selling shareholders may also sell their shares directly to market makers acting as principals, brokers or dealers, who may act as agent or acquire the common stock as principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so while acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders.

Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock.  These are estimated to be $10,000. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.  Not engage in any stabilization activities in connection with our common stock;

2.  Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.  Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

*  contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

*  contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

*  contains a brief, clear, narrative description of a dealer market, including "bid" and "ask"  prices for penny stocks and the significance of the spread between the bid and ask price;

*  contains a toll-free telephone number for inquiries on disciplinary actions;

*  defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

*  contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:

*  with bid and offer quotations for the penny stock;

*  details of the compensation of the broker-dealer and its salesperson in the transaction;

*  the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

*  monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 2470 St. Rose Pkwy, Suite 304, Henderson, NV 89075.

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Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:

Directors:

Name of Director	Age
Melvin Woolley	59

Executive Officers:

Name of Officer	Age	Office
Melvin Woolley	59	President, Chief Executive Officer, Secretary,  Principal Accounting Officer and Director

Biographical Information

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

Mr. Melvin Woolley has acted as our President, Chief Executive Officer, Secretary, Principal Accounting Officer and as a director since March17, 2006.  For the past five years Mr. Woolley has been employed as a consultant specializing in project management and fund raising by Land Strategies Inc., a company that is wholly owned by Mr. Woolley, and which is located in Calgary, Alberta, Canada.  

Mr. Woolley does not have any professional training or technical credentials in the exploration, development and operation of mines.

Mr. Woolley intends to devote 20% of his business time per week to our affairs.

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

We have no significant employees other than the officers and directors described above.

Conflicts of Interest

We do not have any written procedures in place to address conflicts of interest that may arise in our directors between our business and their other business activities.   

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Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and address of beneficial owner	Amount of beneficial ownership	Percent of class
Common Stock	Melvin Woolley	2,500,000	46.3%
	President, Chief Executive Officer, Secretary, Principal Accounting Officer, Treasurer and Director 875 Mount Royal Drive, Kelowna
Common Stock	All officers and directors as a group
	that consists of one person	2,500,000	46.3%

The percent of class is based on 5,400,000 shares of common stock issued and outstanding as of the date of this prospectus.

Description Of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of June 11, 2007, there were 5,400,000 shares of our common stock issued and outstanding that were held by 29 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

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Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant.  Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Moore and Associates, Chartered Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position.  The directors may also cause us to indemnify an officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the court's decision.

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Organization Within Last Five Years

We were incorporated on March 17, 2006 under the laws of the state of Nevada.  On that date, Melvin Woolley was appointed as President, Secretary, Chief Executive Officer, Principle Accounting Officer and director.

No promoter has received, or has an agreement to receive, anything of value, directly or indirectly, from us.

Description Of Business

In General

We intend to commence operations as an exploration stage company. We will be engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility.  We have the sole and exclusive option to acquire a 100% interest in four mineral claims known as the Silver Vista property. There is no assurance that a commercially viable mineral deposit exists on the property.  Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

Our plan of operation is to conduct exploration work on the Silver Vista property in order to ascertain whether it possesses economic quantities of copper and silver. There can be no assurance that economic mineral deposits or reserves exist on the Silver Vista property until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible.

Even if we complete our proposed exploration programs on the Silver Vista property and they are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

Description, Location and Access

The Silver Vista claim group is situated 57 kilometres northeast of Smithers, and 5 kilometres west of the northwest arm of Babine Lake, in west central British Columbia. Access to the property is by the Babine Lake Road to kilometre 53, and then by the Nilkitkwa Forest Service Road (F.S.R.) to kilometre 27.3. From this point the 4200 Road bears 5 kilometres westerly to the central part of the property.

Accommodations while working the property can be arranged in the towns of Smithers or Hazelton, as well as a number of fishing camps and lodges in the area, and along Babine Lake.

The area worked occupies gently rolling terrain of the Interior Plateau on the northeast margin of the Babine Range. The land is generally covered by mature stands of spruce and pine timber.

Large portions of the Silver Vista claims have been clear-cut and planted. Bedrock in the area is generally covered by a variably thick mantle of glacial till.

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Silver Vista Property Staking and Purchase Agreement

On July 20, 2006, we entered into an agreement with Robert Weicker of Cocquitlam, BC, wherein he granted us the sole and exclusive option to acquire a 100% interest in the Silver Vista property which is located 57 kilometres northeast of Smithers, BC, Canada, and 5 kilometres west of the northwest arm of Babine Lake, in west central British Columbia, Canada. We purchased this Option from Robert for a cash payment of $5,000. In order to exercise this option and acquire these claims we need to pay Mr. Robert Weiker further cash payments totaling $695,000 as follows;

1.  $25,000 by July 20, 2007;

2.  $70,000 by July 20, 2008;

3.  $250,000 by July 20, 2009; and

4.  $350,000 by July 20, 2010.

and incur $1,455,000 in exploration expenditures as follows:

1.  $250,000 by August 31, 2007;

2.  $250,000 by August 31, 2008;

3.  $455,000 by August 31, 2009; and

4.  $500,000 by August 31, 2010.

If we fail to make the additional payments above-noted, or if we fail to make the required exploration expenditures, our option to acquire the 100% interest in the property will terminate and we will not own any interest in the property.

Mr. Weicker holds title to the Silver Vista claims. Our option agreement with him requires that he transfer the claims to us if we successfully exercise the option. Mr. Weicker is at arm’s length to us and has no relationship to us other than as the owner of the Silver Vista property.

Exploration History

Parts of the Silver Vista claims were previously staked as the Tork mineral claims, however there is no record of any assessment work recorded. In 1990 the area was staked by a Mr. Keefe to cover three malachite- azurite breccia showings discovered in the course of a regional exploration program funded in part by a prospecting grant from the Ministry of Energy Mines and Petroleum Resources. Keefe optioned the property to Equity Silver Mines in 1991 with a focus to discover a source of mill feed for their Equity Silver Mine.

Trenching by Equity Silver Mines Limited in 1990 partially defined a sub-economic zone of copper-silver mineralization at least 100 metres long and 17 metres wide. Equity completed a program of 14 holes comprising only 1252.5 meters to define the along strike and down dip limits of the mineralized zone indicated in the trenching. In addition a large, coincide (1,200 strike x 100-150 m width) soil geochemical anomaly were never investigated by drilling by Equity, as they choose to drill on or near the logging roads.

One hundred forty-five samples were analyzed for 31 elements by ICP. Ninety-one samples were assayed for copper, lead, zinc, silver, gold, arsenic, antimony and iron. Equity Silver Mines Limited spent $71,638.85 on the current Silver Vista (formerly the MR1 claim) mineral claims.

The property was re-staked in 1997 by Shawn Tufford who optioned the property to Hudson Bay Exploration and Development Limited of Vancouver, BC. On October 25-28, 1997 a flagged grid (2.4 km), ground electromagnetic and magnetic survey was carried over the mineralized trench area. No significant conductive units or magnetic signatures were indicated.

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Mineralization

The following terms in this section have the meanings indicated:

Andesitic:  relating to ansedite, a medium-dark, volcanic rock containing about 60% silica and moderate amounts of iron and magnesium

Early Upper Cretaceous: approximately 70 to 100 million years ago

Eocene: approximately 35 to 55 million years ago

Greywacke: an impure sandstone consisting of rock fragments and grains of quartz and feldspar in a matrix of clay-sized particles

Lower Jurassic:  approximately 180 to 205 million years old

Miocene:  approximately 5 to 24 million years old

Plug:  a small offshoot from a mass of volcanic rock

Rhyolitic: relating to rhyolite, a volcanic rock that is characteristically light in color and contains approximately 70% silica and is rich in potassium and sodium

Tuff:  rock composed of fine volcanic ash

The regional geology in the Skeena arch portion of the Stikine Terrane is comprised of an incomplete succession of volcanic and sedimentary rocks ranging in age from Lower Jurassic to Miocene.

The region is dominated by a marine and non-marine arc assemblage. Lower Jurassic strata are mainly rhyolitic to andesitic air fall tuffs and breccias with minor intercalated lava flows. Middle Jurassic rocks comprise a mainly marine sequence of tuffs, volcaniclastic sediments, shales, and greywackes. The stratigraphic interval between Upper Jurassic and Early Upper Cretaceous is occupied regionally by Bowser Lake Group and Skeena Group sediments. The Kasalka and Ootsa Lake Groups of continental volcanics rocks were deposited mainly on the southeast side of the Skeena arch in late Upper Cretaceous to Eocene time into down-drop basins typical of this portion of Stikinia. The layered succession has been intruded by Upper Jurassic to middle Miocene age plugs and stocks.

Geological Assessment Report: Silver Vista Property

We have obtained a geological summary report on the Silver Vista property that was prepared by Mr. Robert Weicker, a professional geologist, of Coquitlam, British Columbia. Mr. Weicker is a member of the Association of Professional Engineers and Geoscientists of British Columbia. He holds a Bachelor of Science degree in Earth Sciences, with Honors, from the University of Waterloo, of Waterloo, Ontario, Canada. Mr. Weicker is the owner of the Silver Vista property. The report discusses the geology of the area surrounding and particular to the Silver Vista property, and makes a recommendation for further exploration work.

In his report, Mr. Weicker indicates that claims were first located in the area by Mr. Ralph Keefe when he uncovered three exposures of copper-stained breccia in 1990 in a forestry clear-cut area, during the course of a regional prospecting program sponsored by the Ministry of Energy Mines and Petroleum Resources. Keefe optioned the property to Equity Silver Mines in 1991 with a focus to discovering a source of mill feed for their Equity Silver Mine.

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Mr. Weicker reports that between October 22, 1991 and April 27, 1992 Equity Silver Mines Limited worked the property and completed limited trenching, soil geochemistry and 14 diamond drill holes comprising 1252.5 metres of diamond drilling to test the extent and grade of the mineralized zone. According to Mr. Weicker’s report, Equity Silver Mines Limited spent $71,638.85 on the current Silver Vista (formerly the MR1 claim) mineral claims.

Mr. Weicker’s report describes the copper and silver mineralization occuring over wide intervals hosted in Upper Triassic-Middle Jurassic sediments. Disseminated chalcocite and bornite with trace amounts of native silver were found within a carbonate altered sandstone unit over a length of plus 300 metres, and a true width of up to 50 metres. Mr. Weicker reports that Equity noted that primary mineralization is so difficult to recognize that reclaimed trenches were re-opened to extend sampling. Large portions of the trenches and the drill holes were not sampled for assaying. At the time Equity found the copper-silver grades to be sub-economic although they recommended that a high grade intersection at depth required additional drilling.

Mr. Weicker’s report summarizes that the Silver Vista property has a significant known zone of mineralization with only very early phases of exploration completed. Large, coincide (1,200 strike x 100-150 m width) soil geochemical anomalies were never investigated by Equity, and additional geochemistry is required. Equity’s Hole MR 92-02 had strong mineralization to an angled depth of 213 m (vertical 171 m) with an intersection of 36.58 m returning 0.50% copper and 32.3 g/t silver (silver equivalent grade of 92.7 g/t silver), with a higher grade intersection at a depth of 192.62 m, of 2.84 m returning  3.65 % copper and 195.7 g/t (silver equivalent 640.7).

Conclusions

Mr. Weicker, the author of the geological report on the Silver Vista property, believes that the area has excellent exploration potential, with multiple zones of copper and silver mineralization.  He is of the opinion, based on the results of previous works, that the mineralization should respond well to Induced Polarization Survey, and additional work geochemistry, prospecting, trenching and geological mapping is recommended. As part of the next phase of exploration a limited program of geochemical sampling (soils, silts and rock) is proposed, to confirm the current targets and define the range and variation of mineralization in other portions of the claim group.

An initial examination could be completed in about two months.  

Proposed Budget for Phase One

Approximate costs for the one phase program are as follows:

1.  Geologist and helper (4 days at $900/day)	$  3,600.00
2.  60 sample assays (60 samples at $25/sample)	$  1,500.00
3.  Accommodation/Camp Costs (4 nights)	$  800.00
Program Total	$  5,900.00

Mr. Weicker will provide and recommend a budget for a Phase Two upon completion of Phase One.

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Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the Province of British Columbia, specifically.  The governmental agencies responsible for overseeing the exploration of minerals in Canada are primarily the Ministry of Natural Resources Canada and the Ministry of the Environment..  In British Columbia, the responsible government agency is the Ministry of Energy, Mines and Petroleum Resources.

Under these laws, prior to production, we have the right to explore the property, subject only to a notice of work which may entail posting a bond.  In addition, production of minerals in the Province of British Columbia will require prior approval of applicable governmental regulatory agencies. We can provide no assurance to investors that such approvals will be obtained.  The cost and delay involved in attempting to obtain such approvals cannot be known at this time.

We have budgeted for regulatory compliance costs in the proposed work program recommended by the geological report.  Such costs will be less than $500 and will consist of having any significant soil or rock that is moved during the exploration process returned to its original location.  Soil and rock movement during proposed exploration is anticipated to be negligible.

We 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 recommended work program. However, it is anticipated that such costs will not exceed $20,000 for future exploration phases.  Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or us in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in phase one because the impact on the project area is greater.  Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

  -  Water discharge will have to meet water standards;

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

  -  Dumping of material on the surface will 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 have to be an impact report of the work on the local fauna and flora.

During the exploration phase, a bond will need to be provided covering possible land disturbance.  In the case of normal fieldwork, this should be minimal.  The costs of compliance with environmental regulations in the production phase are variable and cannot be determined at this time.

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Employees

We have no employees as of the date of this prospectus other than our two directors.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it.  We will not be a reporting issuer with the Securities & Exchange Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principa l office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street,, N.W., Washington, D.C. 20549.  Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

Management’s Discussion and Analysis

Plan Of Operations

Our plan of operation for the twelve months following the date of this prospectus is to complete the recommended exploration program on the Silver Vista property consisting of geochemical sampling. We anticipate that this program will cost approximately $5,900.00.  To date, we have not commenced exploration on the Silver Vista property. We anticipate commencing Phase One in the late summer of 2007 and completing it within two months of commencement. We have not retained a geologist to conduct this exploration work.

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Mr. Weicker will provide and recommend a budget for a Phase 2 upon completion of Phase One.

In the next 12 months, we also anticipate spending an additional $16,000 on professional fees and administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be approximately $22,000.  We will also need an additional $275,000 in order to keep our option agreement respecting the Silver Vista property in good standing for the next 12 months.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period.  As a result, we will need to seek additional funding in the near future.  We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  We may also seek to obtain short-term loans from our directors, although no such arrangement has been made.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.  We do not have any arrangements in place for any future equity financing.

We do not expect to earn any revenue from operations until we have either commenced mining operations on the Silver Vista property or have sold an interest in the property to a third party.  Before this occurs, we expect that we will have to complete current recommended exploration on the property, as well as additional exploration recommended by a geologist.  

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Results Of Operations For Period Ending April 30, 2007

We have not earned any revenues from our incorporation on March 17, 2006 to April 30, 2007.  We do not anticipate earning revenues unless we enter into commercial production on the Silver Vista property, which is doubtful.  We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $10,842 for the period from our inception on March 17, 2006 to April 30, 2007. These operating expenses were comprised of $10,000 for mineral property expenditures, $100 in organizational costs, $78 in bank charges and interest, and $664 in office and miscellaneous fees.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Description Of Property

We own an exclusive option to acquire a 100% interest in the mineral claims comprising the Silver Vista property.  We do not own or lease any property other than the Silver Vista property.

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Certain Relationships And Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

  *  Any of our directors or officers;

  *  Any person proposed as a nominee for election as a director;

  *  Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

  *  Our sole promoter, Melvin Woolley;

  *  Any member of the immediate family of any of the foregoing persons.

Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.  As well, there is no assurance that our stock may be resold at the offered price if and when an active secondary market might develop.  Even if developed, a public market for our securities may not be sustained.

We have not taken any steps to engage a market-marker to apply for quotation on the OTC Bulletin Board on our behalf.  If we are able to engage a market-maker, we anticipate that it will take approximately two months for our securities to be quoted on the OTC Bulletin Board following submission of the application.  However, there is no guarantee that our application will be approved.  Even if we obtain an OTC Bulletin Board quotation, there is no assurance that there will be a liquid market for our stock.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 29 registered shareholders.

Rule 144 Shares

A total of 2,500,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act.  In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.  1% of the number of shares of our common stock then outstanding which, in our case, will equal 29,000 shares as of the date of this prospectus; or

2.  the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

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Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of the 2,500,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.  we would not be able to pay our debts as they become due in the usual course of business; or

2.  our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period ended October 31, 2006 and subsequent to that period to the date of this prospectus.

Annual Compensation

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan  Compensation	Nonqualified Deferred Compensation on Earnings	All other Compensation	Total
Melvin Woolley President, CEO, Secretary & Director	2006	$0	$0	None	None	None	None	None	$0

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

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Consulting Agreements

We do not have any employment or consulting agreement with Mr. Woolley.  We do not pay him any amount for acting as a director.

Financial Statements

Index to Financial Statements:

1.  Report of Independent Registered Public Accounting Firm;

2.  Audited financial statements for the period ending October 31, 2006, including:

  a.  Balance Sheets;

  b.  Statements of Operations;

  c.  Statements of Cash Flows;

  d.  Statements of Stockholders’ Equity; and

  e.  Notes to the Financial Statements

1.  Report of Independent Registered Public Accounting Firm;

2.  Unaudited financial statements for the period ending April 30, 2007, including:

  a.  Balance Sheets;

  b.  Statements of Operations;

  c.  Statements of Cash Flows;

  d.  Statements of Stockholders’ Equity; and

  e.  Notes to the Financial Statements

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BLUE MOUNTAIN RESOURCES, INC.

 (An Exploration Stage Company)

FINANCIAL STATEMENTS

OCTOBER 31, 2006

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MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Blue Mountain Resources Inc.

We have audited the accompanying balance sheet of Blue Mountain Resources Inc. as of October 31, 2006, and the related statements of operations, stockholders’ equity and cash flows from inception March 17, 2006, through October 31, 2006. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blue Mountain Resources Inc. as of October 31, 2006 and the results of its operations and its cash flows from inception March 17, 2006, through October 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company’s net losses of $822 as of October 31, 2006 and its lack of operations and sources of revenues raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

March 21, 2007

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702) 253-7501

F-1

31

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Balance Sheets

Assets
	October 31,
	2006
Current Assets
Cash	$  21,678
Total Assets	21,678
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$  -
Total Current Liabilities	-
Stockholders’ Equity
Capital stock
Authorized:          75,000,000 common shares with a par value of $0.001
Issued and outstanding:
5,400,000 common shares	5,400
Additional paid-in-capital	17,100
Deficit accumulated during the exploration stage	(822)
Total stockholders’ equity	21,678
Total liabilities and stockholders’ equity	$  21,678

Nature and continuance of operations (Note 1)

See Accompanying Notes

F-2

32

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Statements of Operations

	Cumulative from March 17, 2006 (Inception) to October 31, 2006
Bank charges and interest	$  58
Filing and transfer agent fees	100
Office expenses	664
Net loss	$  (822)
Loss per share - Basic and diluted	$  (0.00)
Weighted Average Number of Common Shares Outstanding	4,900,000

See Accompanying Notes

F-3

33

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Statement of Stockholders’ Equity

	Number of Common Shares	Par Value	Additional Paid-in- Capital	Total Capital Stock	Deficit accumulated During the exploration stage	Total
Balance, March 17, 2006	-	$  -	$  -	$  -	$  -	$  -
April 22, 2006
Subscribed for cash at $0.001	500,000	500	-	500	-	500
May 3, 2006					-
Subscribed for cash at $0.001	2,700,000	2,700	-	2,700	-	2,700
May 30, 2006					-
Subscribed for cash at $0.001	300,000	300	-	300		300
July 31, 2006
Subscribed for cash at $0.01	1,900,000	1,900	17,100	19,000		19,000
Net loss					(822)	(822)
Balance, October 31, 2006	5,400,000	$  5,400	$  17,100	$  22,500	$  (822)	$  21,678

See Accompanying Notes

F-4

34

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Statements of Cash Flows

	Cumulative from March 17, 2006 (Inception) to October 31, 2006
Cash flows from operating activities
Net loss	$  (822)
Adjustments to reconcile net loss to net cash
Accounts payable and accrued liabilities	-
Net cash used in operations	(822)
Cash flows from financing activities
Shares subscribed for cash	22,500
Net cash provided by financing activities	22,500
Net increase (decrease) in cash	21,678
Cash beginning	-
Cash ending	$  21,678
Supplemental cash flow information:
Cash paid for:
Interest	$  -
Taxes	$  -

See Accompanying Notes

F-5

35

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

October 31, 2006

1.  NATURE AND CONTINUANCE OF OPERATIONS

Blue Mountain Resources, Inc. (“the Company”) was incorporated under the laws of State of Nevada, U.S. on March 17, 2006, with an authorized capital of 75,000,000 common shares with a par value of $0.001.  The Company’s year end is the end of August.  The Company is in the exploration stage of its resource business.  During the year ended October 31, 2006, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of British Columbia, Canada.  The Company has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the propert y agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $822 as at October 31, 2006 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

Exploration Stage Company

The Company complies with the Financial Accounting Standards Board Statement No. 7, its characterization of the Company as an exploration stage enterprise.

Mineral Interests

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  To date the Company has not established any proven or probable reserves on its mineral properties.  The Company has adopted the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at October 31, 2006, any potential costs relating to the retirement of the Company’s mineral property interest has not yet been determined.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with 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 period.  Actual results could differ from those estimates.

F-6

36

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

October 31, 2006

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At October 31, 2006 a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

F-7

37

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

October 31, 2006

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reportin g period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.

The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the year ended October 31, 2006. The Company did not record any compensation expense for the year ended October 31, 2006 because there were no stock options outstanding prior to the adoption or at October 31, 2006.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140”, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006.  This adoption of this statement is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

F-8

38

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

October 31, 2006

3.  MINERAL INTERESTS

On July 20, 2006, the Company entered into a mineral property option Agreement.  The Company was granted the sole and exclusive right to acquire up to a 100% undivided interest in mineral claim located in the Omineca Mining Division, BC.  The Company shall pay $5,000 on the Agreement date, shall pay $25,000 on or before the first anniversary of this Agreement, shall pay $70,000 on or before the second anniversary of this Agreement, shall pay $250,000 on or before the third anniversary of this Agreement, and shall pay $350,000 on or before the fourth anniversary of this Agreement and shall incur $1,445,000 in Expenditures on the Property.

The mineral interest is held in trust for the Company by the vendor of the property. Upon request from the Company the title will be recorded in the name of the Company with the appropriate mining recorder.

4.  COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

During the year ended October 31, 2006, the Company issued 5,400,000 shares of common stock for total cash proceeds of $22,500. At October 31, 2006 there were no outstanding stock options or warrants.

5.  INCOME TAXES

As of October 31, 2006, the Company had net operating loss carry forwards of approximately $822 that may be available to reduce future years’ taxable income through 2026. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

F-9

39

BLUE MOUNTAIN RESOURCES, INC.

 (An Exploration Stage Company)

FINANCIAL STATEMENTS

APRIL 30, 2007

(UNAUDITED)

40

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Balance Sheets

Assets
	April 30,	October 31,
	2007	2006
	(unaudited)	(audited)
Current Assets
Cash	$  11,246	$  21,678
Total Assets	$  11,246	$  21,678
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$  2,072	$  -
Total Current Liabilities	2,072	-
Stockholders’ Equity
Capital stock
Authorized:          75,000,000 common shares with a par value of $0.001
Issued and outstanding:
5,400,000 common shares	5,400	5,400
Additional paid-in-capital	17,100	17,100
Deficit accumulated during the exploration stage	(13,326)	(822)
Total stockholders’ equity	9,174	21,678
Total liabilities and stockholders’ equity	$  11,246	$  21,678

Nature and continuance of operations (Note 1)

See Accompanying Notes

FF-2

41

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Statements of Operations

	Three Months Ended April 30, 2007	Six Months Ended April 30, 2007	Cumulative from March 17, 2006 (Inception) to April 30, 2006	Cumulative from March 17, 2006 (Inception) to April 30, 2007
Bank charges and interest	$  19	$  39	$  6	$  97
Filing and transfer agent fees	800	800	-	900
Mineral Expenses	393	10,393	-	10,393
Office expenses	-	-	-	664
Professional fees	1.272	1,272	-	1,272
			-
Net loss	$  2,484	$  12,504	$  6	$  (13,326)
Loss per share - Basic and diluted	$  (0.00)	$  (0.00)	$  (0.00)
Weighted Average Number of Common  Shares Outstanding	5,400,000	5,400,000	5,000

See Accompanying Notes

FF-3

42

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Statement of Stockholders’ Equity

	Number of Common Shares	Par Value	Additional Paid-in- Capital	Total Capital Stock	Deficit accumulated During the exploration stage	Total
Balance, March 17, 2006	-	$  -	$  -	$  -	$  -	$  -
April 22, 2006
Subscribed for cash at $0.001	500,000	500	-	500	-	500
May 3, 2006					-
Subscribed for cash at $0.001	2,700,000	2,700	-	2,700	-	2,700
May 30, 2006					-
Subscribed for cash at $0.001	300,000	300	-	300		300
July 31, 2006
Subscribed for cash at $0.01	1,900,000	1,900	17,100	19,000		19,000
Net loss					(822)	(822)
Balance, October 31, 2006  (audited)	5,400,000	$  5,400	$  17,100	$  22,500	$  (822)	$  21,678
Loss					(12,504)	(12,504)
Balance, April 30,2007 (unaudited)	5,400,000	$  5,400	$  17,100	$  22,500	$  (13,326)	$  9,174

See Accompanying Notes

FF-4

43

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Statements of Cash Flows

	Three Months Ended April 30, 2007	Six Months Ended April 30, 2007	Cumulative from March 17, 2006 (Inception) to April 30, 2006	Cumulative from March 17, 2006 (Inception) to April 30, 2007
Cash flows from operating activities
Net loss	$  (2,484)	(10,020)	$  (6)	$  (13,326)
Adjustments to reconcile net loss to net cash
Accounts payable and accrued liabilities	2,072	-	-	2,072
Net cash used in operations	(412)	(10,020)	(6)	(11,254)
Cash flows from financing activities
Shares subscribed for cash	-	-	-	22,500
Net cash provided by financing activities	-	-	-	22,500
Net increase (decrease) in cash	(412)	(10,020)	(6)	11,246
Cash beginning	11,658	21,678	-	-
Cash (overdraft) ending	$  11,246	11,658	$  (6)	$  11,246
Supplemental cash flow information:
Cash paid for:
Interest	-	-	-	-
Taxes	-	-	-	-

See Accompanying Notes

FF-5

44

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

April 30, 2007

(Unaudited)

1.  NATURE AND CONTINUANCE OF OPERATIONS

Blue Mountain Resources, Inc. (“the Company”) was incorporated under the laws of State of Nevada, U.S. on March 17, 2006, with an authorized capital of 75,000,000 common shares with a par value of $0.001.  The Company’s year end is the end of October.  The Company is in the exploration stage of its resource business.  During the year ended October 31, 2006, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of British Columbia, Canada.  The Company has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the proper ty agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $13,326 as at April 30, 2007 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by US GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the initial period ended October 31, 2006 included in the Company’s Form SB-2 filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form SB-2. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended April 30, 2007 are not necessarily indicative of the results that may be expected for the year ending October 31, 2007.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

FF-6

45

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

April 30, 2007

(Unaudited)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Exploration Stage Company

The Company complies with the Financial Accounting Standards Board Statement No. 7, its characterization of the Company as an exploration stage enterprise.

Mineral Interests

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  To date the Company has not established any proven or probable reserves on its mineral properties.  The Company has adopted the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at April 30, 2007, any potential costs relating to the retirement of the Company’s mineral property interest has not yet been determined.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with 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 period.  Actual results could differ from those estimates.

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

FF-7

46

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

April 30, 2007

(Unaudited)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At April 30, 2007, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reportin g period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.

FF-8

47

BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

April 30, 2007

(Unaudited)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the year ended October 31, 2006. The Company did not record any compensation expense for the period ended January 31, 2007 because there were no stock options outstanding prior to the adoption or at April 30, 2007.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140”, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006.  This adoption of this statement is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

FF-9

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BLUE MOUNTAIN RESOURCES, INC.

(An Exploration Stage Company)

Notes To The Financial Statements

April 30, 2007

(Unaudited)

3.  MINERAL INTERESTS

On July 20, 2006, the Company entered into a mineral property option Agreement.  The Company was granted the sole and exclusive right to acquire up to a 100% undivided interest in mineral claim located in the Omineca Mining Division, BC.  The Company shall pay $5,000 on the Agreement date (paid), shall pay $25,000 on or before the first anniversary of this Agreement, shall pay $70,000 on or before the second anniversary of this Agreement, shall pay $250,000 on or before the third anniversary of this Agreement, and shall pay $350,000 on or before the fourth anniversary of this Agreement and shall incur $1,445,000 in Expenditures on the Property ($5,000 has been paid).

The mineral interest is held in trust for the Company by the vendor of the property. Upon request from the Company the title will be recorded in the name of the Company with the appropriate mining recorder.

4.  COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

During the year ended October 31, 2006, the Company issued 5,400,000 shares of common stock for total cash proceeds of $22,500. At April 30, 2007 there were no outstanding stock options or warrants.

5.  INCOME TAXES

As of April 30, 2007, the Company had net operating loss carry forwards of approximately $13,326 that may be available to reduce future years’ taxable income through 2027. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

FF-10

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Changes In And Disagreements With Accountants

We have had no changes in or disagreements with our accountants.

Until _________________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

(1)

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

(2)

a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

(3)

a transaction from which the director derived an improper personal profit; and

(4)

willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

(1)

such indemnification is expressly required to be made by law;

(2)

the proceeding was authorized by our Board of Directors;

(3)

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

(4)

such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request.  This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

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Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$  3.01
Transfer Agent Fees	$  1000.00
Accounting and auditing fees and expenses	$  5500.00
Legal fees and expenses	$  3500.00
Edgar filing fees	$  1500.00
Total	$ 11,503.01

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Recent Sales of Unregistered Securities

We completed an offering of 2,500,000 shares of our common stock at a price of $0.001 per share on May 3, 2006 to Melvin Woolley, our President, Chief Executive Officer, Secretary, Principal Accounting Officer, Treasurer and Director. The total amount received from this offering was $2,500.  

These shares were issued pursuant to Regulation S of the Securities Act.  Appropriate legends were affixed to the stock certificates representing these shares.

We completed an offering of 1,000,000 shares of our common stock at a price of $0.001 per share to a total of ten purchasers on May 30, 2006.  The total amount received from this offering was $1,000.  We completed this offering pursuant to Regulation S of the Securities Act.  The purchasers were as follows:

Name of Shareholder	Number of Shares
Jessical Wilson	100,000
Tsi Tsi White	100,000
Jokey Chingee	100,000
Justin Chingee	100,000
Donald Chingee	100,000
Bernie Chingee	100,000
Sheila Chingee	100,000
Jennifer Hodgert	100,000
Marika Hall	100,000
Evan Woolley	100,000

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We completed an offering of 1,900,000 shares of our common stock at a price of $0.01 per share to a total of nineteen purchasers on August 1, 2006.  The total amount received from this offering was $19,000.  We completed this offering pursuant to Regulation S of the Securities Act.  The purchasers were as follows:

Name of Shareholder	Number of Shares
Catherine H. Dunn	100,000
Joe Laiter	100,000
June Laiter	100,000
Clifford Atleo	100,000
DG Youngman	100,000
Lara Mussell	100,000
Janeen Owen	100,000
Fran Auckland	100,000
Brittany K. Maulak	100,000
Mike Bonshor	100,000
Marie Grant	100,000
Leslie Shroeder	100,000
Paulette Seymour	100,000
Enzo Guerriero	100,00
Jason Manulaf	100,000
Paula Wardle	100,000
Babara Mowat	100,000
Virginia Harrison	100,000
Ernestine Herman	100,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates, nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and

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We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

Exhibits

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Bylaws
5.1	Legal opinion, with consent to use
10.1*	Property Option Agreement dated July 20, 2006
23.1	Consent of Moore and Associates, Chartered Accountants
23.2*	Consent of Geological Consultant
99.1*	Claims Location Map

* filed as an exhibit to our registration statement on Form SB-2 dated June 11, 2007

The undersigned registrant hereby undertakes:

1.  To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

  a.)  include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

  b.)  reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration Statement; and

  c.)  include any additional or changed material information on the plan of distribution.

2.  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.  To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.  

4.  That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i)  any preliminary prospectus or prospectus that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);

52

    (ii)  any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us;

   (iii) the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and

   (iv) any other communication that is an offer in the offering made by us to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

53

Signatures

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on August 2, 2007.

Blue Mountain Resources Inc.

By: /s/ Melvin Woolley

Melvin Woolley, President, Chief

Executive Officer, Secretary, Principal

Accounting Officer, Treasurer and Director

Power of Attorney

ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melvin Woolley, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue here of.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.     

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ Melvin Woolley	President, Chief Executive	August 2, 2007
Melvin Woolley	Officer, Secretary, Principal Accounting Officer, Treasurer and Director

54

EX-5

LAW OFFICES OF

DANIEL C. MASTERS

4490 Philbrook Squre, San Diego, CA  92130

Tel: (858) 523-1177 *** Fax: (858) 523-1102

Email:  masters@lawyer.com

July 10, 2007

U.S. Securities and Exchange Commission

450 Fifth Avenue, N.W.

Washington, D.C.  20549

Re:

Registration Statement on Form SB-2 Under the Securities Act of 1933 (the "Registration Statement"), of Blue Mountain Resources, Inc., a Nevada corporation (the "Company”)

Gentlemen:

We have acted as special counsel for the Company for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of  2,900,000 shares (the "Shares") of the common stock, par value $0.001 per share, of the Company.  We were not engaged to prepare or review, and we have not prepared or reviewed, any portion of the Registration Statement.  We express no opinions as to the accuracy or adequacy of the disclosure contained in the Registration Statement, and we hereby disclaim any responsibility for the content of the Registration Statement.

In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents:

1.

Certificate of Incorporation of the Company, as amended to date;

2.

By-laws of the Company, as amended to date;

3.

The records of corporate proceedings relating to the issuance of the Shares, and;

4.

Such other instruments and documents as we have believed necessary for the purpose of rendering the following opinion.

In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to us as originals, the conformity to the original instruments of all documents, certificated and records submitted to us as copies, and the authenticity and completeness of the originals of such instruments.  

Based on the foregoing, and having due regard for such legal considerations as we believe relevant, we are of the opinion that, under applicable law of the State of Nevada (including statutory, regulatory and case law), the Shares were duly authorized by all necessary corporate action on the part of the Company, currently validly issued fully-paid and nonassesable when sold after the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.  

Very truly yours,

Dennis H. Johnson, Esq.

/s/ Dennis H. Johnston

Dennis H. Johnston

DJ:BMRI

cc: Client

EX-23

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

I consent to the use in the Registration Statement of Blue Mountain Resources Inc. on Form SB-2 of our audit report dated March 21, 2007, on the balance sheet of Blue Mountain Resources Inc. as at October 31, 2006, and the related statements of operations, stockholders' equity, and cash flows for the period from March 17, 2006 (date of inception) to October 31, 2006.

In addition, I consent to the reference to me under the heading “Experts” in the Registration Statement.

Moore & Associates, Chartered Accountants

Las Vegas, Nevada

August 2, 2007

/s/ Moore & Associated, Chartered

CORRESP

 

Blue Mountain Resources Inc.

812 D 16 Ave, S. W.

Calgary, Alberta, T2R 0S9

August 2, 2007

U.S. Securities  & Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Mail Stop 7010

Attention: John Madison

Re:

Blue Mountain Resources Inc.---Form SB-2 (File No. 333-143694)

Dear Sirs:

We are in receipt of your comment letter dated July 6, 2007 concerning our registration statement on Form SB-2 filed June 13, 2007. We respond to your comments as follows and provide an amended registration statement for your review:

Registration Statement on Form SB -2

Financial Statements

1.

Please update your registration statement to include financial statements as required by Item 310 (g) of Regulation S-B

We have amended our registration statement with financial statements as required by Item 310 (g) of Regulation S-B.

Legal Opinion , Exhibit 5.1

2.

Please provide a legal opinion as required under Item 601 (b) (5) of Regulation S-B. We will need sufficient time to review the opinion upon its filing. Please also ensure that your counsel provides the proper consents.

We have amended the registration statement with the addition of the required legal opinion, and such opinion contains the required consents.

Note 1 to the Financial Statements

3.

Explain to us why Note 1 to your financial statements identifies the company as “Dunn Mining Inc.” According to our records Dunn Mining Inc. is a separate public issuer. Please verify and confirm that these are in fact you financial statements and revise the notes to the financial statements.

The reference in Note 1 to the financial statements was a typographical error and has been corrected. We confirm that the financials statements in the registration statement are in fact our financial statements.

Regards,

/s/ Melvin Woolley

Melvin Woolley

President