UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 20-F

_________________________

[ ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934.

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2007

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transaction Period from ______________ to ___________________

[ ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

Date of event requiring this shell company report ________________

Commission File Number 0-13248

LEVON RESOURCES LTD.

(Exact name of Registrant as specified in its charter)

A CORPORATION FORMED UNDER THE LAWS OF BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or Organization)

455 Granville Street, Suite 400, Vancouver, British Columbia V6C 1T1, Canada

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

______________________________________

Common Shares, no par value

(Title of Class)

____________________________________

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding Common Shares as of March 31 2007 was 40,784,483.

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

Yes o No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Yes o No x

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark which financial statement item the Company has elected to follow.

Item 17 x Item 18 [ ]

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x

If this as an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

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

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. NOT APPLICABLE

TABLE OF CONTENTS

INTRODUCTION

CURRENCY

FORWARD-LOOKING STATEMENTS

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATE OF MEASURED, INDICATED MINERALS RESOURCES AND INFERRED RESOURCES

GLOSSARY OF MINING TERMS

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

ITEM 4.

INFORMATION ON THE COMPANY

ITEM 4A.

UNRESOLVED STAFF COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 8.

FINANCIAL INFORMATION

ITEM 9.

THE OFFER AND LISTING

ITEM 10.

ADDITIONAL INFORMATION

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B.

CODE OF ETHICS

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.

PURCHSES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED

PURCHASERS

PART III

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

Introduction

Levon Resources Ltd., which we refer to as the "Company", was incorporated under the Company Act of the Province of British Columbia, Canada on April 9, 1965 under the name Alice Arm Mining Ltd. On January 13, 1975, the corporate name was changed to New Congress Resources Ltd. The present name of Levon Resources Ltd. was adopted on January 12, 1983. Our principal executive office is located at Suite 400, 455 Granville Street, Vancouver, British Columbia V6C 1T1, Canada.

In this annual report on Form 20-F, which we refer to as the "Annual Report", except as otherwise indicated or as the context otherwise requires, the "Company", "we" or "us" refers to Levon Resources Ltd.

You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.

Currency

Unless we otherwise indicate in this Annual Report, all references to "Canadian Dollars", "CDN$" or "$" are to the lawful currency of Canada and all references to "U.S. Dollars" or "US $" are to the lawful currency of the United States

Forward-looking Statements

The following discussion contains forward-looking statements within the meaning of the United States Private Securities Legislation Reform Act of 1995 concerning the Company's plans for its mineral properties which may affect the future operating results and financial position. Such statements are subject to risks and uncertainties that could cause our actual results and financial position to differ materially from those anticipated in the forward-looking statements. These factors include, but are not limited to, the factors set forth in the sections entitled "Risk Factors" in Item 3.D., and "Operating and Financial Review and Prospects" in Item 5. Statements concerning reserves and resources may also be deemed to constitute forward-looking statements to the extent that such statements reflect the conclusion that deposits may be economically exploitable. Any statements that express or involve discussions with respect to predictions, expectations, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "does not expect", "is expected", "anticipates", "does not anticipate", "plans", "estimates", or "intends", or stating that certain actions, events or results "may", "could", "would", or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements".

Cautionary Note to U.S. Investors Concerning Estimate of Measured, Indicated Mineral Resources and Inferred Resources

This Annual Report uses the term “measured resources”. We advise U.S. investors that although the term "measured resources" is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission, referred to as the "SEC", does not recognize it. U.S. investors are cautioned not to assume that all or any part of our mineral resources in these categories will ever be converted into mineral reserves.

This Annual Report uses the term "inferred resources". We advise U.S. investors that although this term is recognized and required by Canadian regulations, the SEC does not recognize it. "Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

Glossary of Mining Terms
au		The elemental symbol for gold.
anomalous		A value, or values, in which the amplitude is statistically between that of a low contrast anomaly and a high contrast anomaly in a given data set.
anomaly		Any concentration of metal noticeably above or below the average background concentration.
assay		An analysis to determine the presence, absence or quantity of one or more components.
cretaceous		The geologic period extending from 135 million to 65 million years ago.
cubic meters or m³		A metric measurement of volume, being a cube one meter in length on each side.
fault		A fracture in a rock where there has been displacement of the two sides.
grade		The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
hectare or ha		An area totaling 10,000 square meters.
highly anomalous		An anomaly which is 50 to 100 times average background, i.e. it is statistically much greater in amplitude.
laterite		A residual product of rock decay that is red in color and has a high content in the oxides of iron and hydroxide of aluminum.
mineral reserve		The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of the reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into "probable" and "proven" mineral reserves. A probable mineral reserve has a lower level of confidence than a proven mineral reserve. The term "mineral reserve" does not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.
mineral resource		The estimated quantity and grade of mineralization that is of potential economic merit. A resource estimate does not require specific mining, metallurgical, environmental, price and cost data, but the nature and continuity or mineralization must be understood. Mineral resources are sub-divided in order of increasing geological confidence into "inferred", "indicated", and "measured" categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource, but has a lower level of confidence than a measured mineral resource. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction.
mineralization		Usually implies minerals of value occurring in rocks.
net smelter or NSR		Payment of a percentage of net mining profits after deducting applicable smelter charges.
ore		A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.

outcrop		An exposure of rock at the earth’s surface.
Possible or inferred ore		Term used to describe ore where the mineralization is believed to exist on the basis of some geological information, but the size, shape, grade, and tonnage are a matter of speculation.
prefeasibility study and preliminary feasibility study		Each means a comprehensive study of the viability of a mineral project that has advanced to a stage where mining method, in the case of underground mining, or the pit configuration, in the case of open pit mining, has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating and economic factors, and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve.
probable mineral reserve		The economically mineable part of an indicated, and in some circumstances, a measured mineral resource demonstrated by at least a prefeasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
proven mineral reserve		The economically mineable part of a measured mineral resource demonstrated by at least a prefeasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect potential economic viability.
quartz		Silica or SiO₂, a common constituent of veins, especially those containing gold and silver mineralization.
ton		Imperial measurement of weight equivalent to 2,000 pounds.
tonne		Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).
veins		The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.

Part I

Item 1.

Identity of Directors, Senior Management and Advisors

Not applicable

Item 2.

Offer Statistics and Expected Timetable

Not applicable

Item 3.

Key Information

A.	Selected Financial Data

The selected historical financial information presented in the table below for each of the years ended March 31, 2007, 2006, 2005, 2004, and 2003, is derived from the audited financial statements of the Company. The audited financial statements and notes for each year in the three years ended March 31, 2007, 2006, and 2005 are included in this Annual Report. The selected historical financial information for each year ended March 31, 2004 and 2003, presented in the table below are derived from financial statements of the Company that are not included in this Annual Report. The selected financial information presented below should be read in conjunction with the Company’s financial statements and the notes thereto (Item 17) and the Operating and Financial Review and Prospects (Item 5) included elsewhere in this Annual Report.

The selected financial data has been prepared in accordance with Canadian generally accepted accounting principles, which we refer to as "Canadian GAAP". The financial statements included in Item 17 in this filing are also prepared under Canadian GAAP. Included within these financial statements in Note 15 is a reconciliation between Canadian GAAP and United States generally accepted accounting principals, which is referred to as "U.S. GAAP", which differ, among other things, in respect to the recording of the foreign exchange (gains) and losses, deferred exploration expenditures and recognition of compensation expense upon the issuance of stock options.

In this Annual Report all dollars are expressed in Canadian dollars unless otherwise stated.

	Year Ended March 31,
	2007	2006	2005	2004	2003

Summary of Operations:
Interest and miscellaneous Income	$ 14,071	$ 11,466	$ 421	$ 12,127	$ 725
Income tax recovery	183,907	-	101,475	-	-
Expenses General and administrative	(428,530)	(483,466)	(163,779)	(185,348)	(120,366)
Property investigation expensed
Write-down of mining properties	-	(3,656)	-	(6,508)	(10,363)
Write-down property and equipment	-	-	(6,700)	-	-
Write-down investments	(9,979)	-	-	-	(1,960)
Recovery of mineral property costs	3,712	45,664	6,428	-	-
Net Income (loss) for year	(236,819)	(429,992)	(62,155)	(179,729)	(131,964)
Income (loss) per share	(0.01)	(0.02)	(0.00)	(0.01)	(0.01)

	As at March 31,
	2007	2006	2005	2004	2003
Balance Sheet Data:
Total assets	$ 1,747,631	$ 1,526,119	$ 788,878	$ 393,092	$ 184,082
Cash and term deposits	532,467	732,829	23,388	156,543	109,342
Restricted cash	96,132	1,694	228,347	107,521	-
Total liabilities	163,429	315,488	297,509	232,973	285,834
Shareholders' equity	1,584,202	1,210,631	491,369	160,119	(101,752)

Number of Shares Issued	40,784,483	27,286,911	25,760,058	20,551,058	17,414,508

	As at March 31,
	2007	2006	2005	2004	2003
Summary of Operations:
Net Income (loss) per Canadian GAAP	$ (236,819)	$ (429,992)	$ (62,155)	$ (179,729)	$ (131,964)
Adjustments	(647,043)	(202,308)	(259,869)	(35,507)	353
Net Income (loss) per US GAAP	(883,862)	(632,300)	(322,024)	(215,236)	(131,611)
Income (loss) per share per US GAAP	(0.02)	(0.02)	(0.01)	(0.01)	(0.01)

	As at March 31,
	2007	2006	2005	2004	2003
Balance Sheet Data:
Total assets under Canadian GAAP	$ 1,747,631	$ 1,526,119	$ 788,878	$ 393,092	$ 184,082
Adjustments	(1,004,334)	(522,845)	(293,493)	(35,381)	(6)
Total assets under US GAAP	743,297	1,003,274	495,385	357,711	184,076

Total equity under Canadian GAAP	22,160,953	20,883,010	20,730,324	20,326,919	20,027,819
Adjustments	(1,193,628)	(1,505,235)	(1,696,550)	(1,696,550)	(1,696,550)
Total equity under US GAAP	20,967,325	19,377,775	19,033,774	18,630,369	18,331,269

Exchange Rates

The following table sets forth information as to the period end, average, the high and the low exchange rate for Canadian Dollars and U.S. Dollars for the periods indicated based on the noon buying rate in New York City for cable transfers in Canadian Dollars as certified for customs purposes by the Federal Reserve Bank of New York (Canadian dollar = US$1).

Year Ended March 31,	Average	Period End	High	Low
2003	1.5497	1.5652	1.6050	1.4584
2004	1.3531	1.3081	1.4940	1.2679
2005	1.2787	1.1866	1.4003	1.1714
2006	1.189	1.167	1.2703	1.132
2007	1.1383	1.153	1.1852	1.0989

The following table sets forth the high and low exchange rate for the past six months. As of October 5, 2007, the exchange rate was CN$0.9815 for each US$1.

Month	High	Low
April 2007	1.1583	1.1068
May 2007	1.1136	1.0701
June 2007	1.0727	1.0579
July 2007	1.0689	1.0372
August, 2007	1.0754	1.0497
September 2007	1.0546	0.9959

B.	Capitalization and Indebtedness

Not Applicable.

C.	Reasons for the Offer and Use of Proceeds

Not Applicable.

D.	Risk Factors

In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business. This Annual Report contains forward-looking statements that involve risk and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed below and elsewhere in this Annual Report.

We will be required to raise additional capital to mine our properties. The Company is currently in the exploration stage of its properties. If the Company determines based on its most recent information that it is feasible to begin operations on its properties, the Company will be required to raise additional capital in order to develop and bring the properties into production.

The commercial quantities of ore cannot be accurately predicted. Whether an ore body will be commercially viable depends on a number of factors including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.

The mining industry is highly speculative and involves substantial risks. The mining industry, from exploration, development and production is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits, which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

The Company’s properties are all at the exploration stage and have no proven reserves. All of the Company's properties are in the exploration stage only and are without a known body of ore. If the Company does not discover a body of ore in its properties, the Company will search for other properties where they can continue similar work.

The Company’s mineral exploration efforts may be unsuccessful. Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Company’s properties. In addition, the Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Company’s properties. Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration stage company with no history of pre-tax profit and no income from its operations.

Competition for mineral land. There is a limited supply of desirable mineral lands available for acquisition, claim staking or leasing in the areas where the Company contemplates expanding its operations and conducting exploration activities. Many participants are engaged in the mining business, including large, established mining companies. Accordingly, there can be no assurance that the Company will be able to compete successfully for new mining properties.

Uncertainty of exploration and development programs. The Company's profitability is significantly affected by the costs and results of its exploration and development programs. As mines have limited lives based on proven and probable mineral reserves, the Company actively seeks to expand its mineral reserves, primarily through exploration, development and strategic acquisitions. Exploration for minerals is highly speculative in nature, involves many risks and is frequently unsuccessful. Among the many uncertainties inherent in any gold and silver exploration and development program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities. Assuming the discovery of an economic deposit, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and, during such time, the economic feasibility of production may change. Accordingly, the Company's exploration and development programs may not result in any new economically viable mining operations or yield new mineral reserves to expand current mineral reserves.

Licenses and permits. The operations of the Company require licenses and permits from various governmental authorities. The Company believes that it holds all necessary licenses and permits under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

Litigation. Although the Company is not currently subject to litigation, it may become involved in disputes with other parties in the future, which may result in litigation. Any litigation could be costly and time consuming and could divert our management from our business operations. In addition, if the Company is unable to resolve any litigation favorably, it may have a material adverse impact on the Company's financial performance, cash flow and results of operations.

Acquisitions. The Company undertakes evaluations of opportunities to acquire additional mining properties. Any resultant acquisitions may be significant in size, may change the scale of the Company's business, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company's success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully. Any acquisitions would be accompanied by risks, such as a significant decline in the price of gold or silver, the ore body proving to be below expectations, the difficulty of assimilating the operations and

personnel of any acquired companies, the potential disruption of the Company's ongoing business, the inability of management to maximize the financial and strategic position of the Company through the successful integration of acquired assets and businesses, the maintenance of uniform standards, controls, procedures and policies, the impairment of relationships with customers and contractors as a result of any integration of new management personnel and the potential unknown liabilities associated with acquired mining properties. In addition, the Company may need additional capital to finance an acquisition. Historically, the Company has raised funds through equity financing and the exercise of options and warrants. However, the market prices for natural resources are highly speculative and volatile. Accordingly, instability in prices may affect interest in resource properties and the development of and production from such properties that may adversely affect the Company's ability to raise capital to acquire and explore resource properties. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Conflict of interest. Certain directors and officers of the Company are officers and/or directors of, or are associated with, other natural resource companies that acquire interests in mineral properties. Such associations may give rise to conflicts of interest from time to time. The directors are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.

Uncertainty of continuing as a going concern. The continuation of the Company depends upon its ability to attain profitable operations and generate cash flow from operations and/or to raise equity capital through the sale of its securities. As a result, there is uncertainty about the Company's ability to continue as a going concern. The Company's financial statements do not include the adjustments that would be necessary if the Company were unable to continue as a going concern.

Limited and volatile trading volume. Although the Company's common shares are listed on the TSX Venture Exchange and the Frankfurt Stock Exchange, the volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in the Company's common shares and making it difficult for investors to readily sell their shares in the open market. Without a liquid market for the Company's common shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at unfavorable prices.

Volatility of share price. In recent years, securities markets in Canada have experienced a high level of price volatility. The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. During the 2007 fiscal year, the Company's common share price fluctuated on the TSX Venture Exchange between a low of $0.08 and a high of 0.24. Subsequent to the 2007 fiscal year, the Company's common share price has fluctuated between a low of $0.17 and a high of $0.33. Significant fluctuations in the Company's common share price is likely to continue, and could potentially increase in the future.

Difficulty for U.S. investors to effect services of process against the Company. The Company is incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to affect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. The majority of the Company's directors and officers are residents of Canada. A judgment of a U.S. court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the

matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

We have incurred net losses since our inception and expect losses to continue. We have not been profitable since our inception. For the fiscal year ended March 31, 2007, we had a net loss of $236,819 and an accumulated deficit on March 31, 2007 of $20,895,766. As the Company is currently at the exploration stage and has no reserves of precious metals, management expects the Company to continue to suffer net losses for the foreseeable future.

There are no assurances that we will discover minerals on a commercially viable basis. The Company’s ability to generate revenues and profits is expected to occur through exploration, development and production of its existing properties as well as through acquisitions of interests in new properties. Substantial expenditures will be incurred in an attempt to establish the economic feasibility of mining operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations. The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale. There is no assurance that existing or future exploration programs or acquisitions will result in the identification of deposits that can be mined profitably.

The Company's exploration activities are subject to various federal, provincial, state and local laws and regulations. Laws and regulations govern the exploration, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. In many cases, licenses and permits are required to conduct mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company. Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new operations. Under certain circumstances, the Company may be required to stop its exploration activities once it is started until a particular problem is remedied or to undertake other remedial actions.

Market price is highly speculative. The market price of metals is highly speculative and volatile. Instability in metal prices may affect the interest in mining properties and the exploration, development and production of such properties. If gold prices substantially decline, this may adversely affect the Company’s ability to raise capital to explore for existing and new mineral properties.

The Company operates in a highly competitive industry. The Company competes with other developmental resource companies, which have similar operations, and many competitors have operations, financial resources, and industry experience greater than those of the Company. The Company may encounter increasing competition from other mining companies in our efforts to acquire mineral properties and hire experienced resource industry professionals. Increased competition in our business could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Penny stock rules may make it more difficult to trade the Company’s common shares. The Securities and Exchange Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to certain exceptions. Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as institutions with assets in excess of US$5,000,000 or an individual with net worth in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 jointly with his or her spouse. For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale. Consequently, the rule may affect the ability of

broker-dealers to sell our securities and also affect the ability of our investors to sell their shares in the secondary market.

The Company is subject to foreign currency fluctuations. The Company operates in more than one country and the Company's functional currency is the Canadian Dollar. The Company's offices are located in Canada, and certain of its mining exploration properties are located in United States, and the Company’s financial results are reported in Canadian Dollars. The Company's currency fluctuation exposure is primarily to the US Dollar and the Canadian Dollar. The Company has reported a foreign exchange gain of $870 in fiscal 2007. The Company does not use derivative financial instruments for speculative trading purposes, nor does the Company hedge its foreign currency exposure to manage the Company's foreign currency fluctuation risk. Fluctuations in and among the various currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.

Item 4.

Information on the Company

Cautionary Note to U.S. Investors

We describe our properties utilizing mining terminology such as "measured resources", "indicated resources" and “inferred resources” that are recognized and required by Canadian regulations but are not recognized by the SEC. U.S. investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves.

A.	History and Development of the Company

Levon was incorporated by Memorandum of Association under the laws of the Province of British Columbia, Canada on April 9, 1965 under the name Alice Arm Mining Ltd. On January 13, 1975 we changed the name from Alice Arm Mining Ltd. to New Congress Resources, and on January 12, 1983 adopted the name Levon Resources Ltd. Our principal executive office is located at Suite 400, 455 Granville Street, Vancouver, British Columbia, Canada, V6C 1T1 and our phone number is (604) 682-3701.

We are a natural resource company, primarily engaged in the acquisition, exploration and development of natural resource properties. Our principal business activities have been the exploration of mineral properties located in British Columbia, Canada where we have certain interest in three mineral properties including the Congress, Goldbridge (also known as the “BRX claims) and Wayside claims. We also hold certain interest in two mineral properties located in Nevada, U.S. which include the Eagle Claims and the Norma Sass and Ruf Claims.

Since March 31, 2004 we made aggregate principle capital expenditures of $998,951 on our resource properties of which $754,275 was spent on the Congress, $235,588 on the Goldbridge (BRX) and $9,088 on the Wayside claims.

With funds made available through private placement financings in fiscal 2005 and fiscal 2007, an exploration program on the Congress Property has been on-going.

During fiscal year 2007, the Company did not carried out exploration work on the Eagle or Norma Sass/Ruf Claims because of the minority interest we hold in the claims.

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “LVN”. This fiscal year the Company’s common shares commenced trading on the Frankfurt Stock Exchange under the symbol “L09”. The listing on the Frankfurt Stock Exchange provides the Company with increased exposure to worldwide capital markets and enables Europeans to trade the Company's common shares in Euros.

The principal executive office of the Company is located at Suite 400 – 455 Granville Street, Vancouver, British Columbia V6C 1T1, and its telephone number is 604-682-3701.

B.	Business Overview

Operations and Principal Activities

Levon is a Canadian-based “exploration stage company” focusing on gold exploration. Our most recent activities have been conducted on the Congress Property located in the Lillooet Mining Division of British Columbia, Canada, where we hold interest in two other mineral properties, more particularly the Goldbridge (also known as the BRX) claims and the Wayside claims. We also hold certain interests in three mineral properties located in the Bullion Mining District, Lander County, Nevada, USA, known as the Ruf and Norma Sass claims and the Eagle claims.

We are an "exploration stage company", as all of our properties are currently in the exploratory stage of development. We have not yet determined whether its mineral properties contain ore reserves that are economically recoverable. There is no assurance that a commercially viable mineral deposit exists on any of our properties. In order to determine if a commercially viable mineral deposit exists further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.

Congress Claims, British Columbia, Canada

An exploration program on the Congress property which commenced in the 2005 fiscal year is currently on-going. The work resulted in new discoveries and extensions of previous gold zones and included two pits, 27 trenches totaling approximately 300 meters, six NQ diamond drill holes totaling 1,060 meters and 102 MMI geological samples in seven lines. The results of the work encouraged continued exploration which is presently on-going.

Goldbridge Property (BRX claims) British Columbia, Canada

The Company held a 100% interest in the Goldbridge Property, also known as the BRX claims, until fiscal 2002 when Mill Bay Ventures Inc., (a company related by common directors) earned a 50% interest in the property by incurring $100,000 in exploration expenditures on the property and issuing to Levon 100,000 common shares. During fiscal 2006, the option was satisfied and Levon’s interest in the property was reduced to 50%.

As at April 30, 2007, Mill Bay incurred $67,198 of deferred expenditures on the BRX claims, which were not proportionately funded by Levon. During 2007, Mill Bay waived the requirement of proportionate funding by Levon on these specific expenditures; notwithstanding this waiver, the terms of the Joint Venture Agreement were ratified by Mill Bay and Levon to remain in effect.

We have no plans to carry out an exploration program on the Goldbridge Property in the 2008 fiscal year.

Norma Sass and Ruf Property, Nevada, USA

We acquired an undivided one-third interest in a total of 54 mineral claims known as the Norma Sass and Ruf Property (Norma Sass – 37 claims and Ruf – 17 claims) located in Lander County, Nevada in the 2003 fiscal year from Coral Gold Resources Ltd. (“Coral”), a public company related by common directors, in consideration of cash payments totalling $350,292 and 300,000 common shares of the Company. The property is subject to a 3% net smelter royalty with Coral to a maximum of $1,250,000.

During the year ended March 31, 2005, Coral and Levon (collectively, the “Companies”) entered into an Agreement with Agnico-Eagle Mines Ltd. (“Agnico”) wherein the Companies granted Agnico an option to purchase 100% interest in the property subject to a 2.5% royalty to the Companies in consideration of minimum advance royalty payments (in US dollars) and minimum work commitments.

During fiscal year 2006, Agnico completed the first 13,000 feet of drilling. The program included six vertical drill holes varying in depth from 1,665 to 1,975 feet. All six holes encountered alterations, silification and sulfidation in Lower Plate rocks, and two holes intersected gold. While the results were considered positive, in February 2007, Agnico notified the Company that it would not be continuing its option on the Company’s Norma Sass property because of other corporate priorities. The Company is now evaluating options for further exploration at Norma Sass.

Significant Acquisitions and Significant Dispositions

We have no significant acquisitions or dispositions of property, other than as otherwise disclosed in this Annual Report.

Competition

The mining industry in which we are engaged is highly competitive. Competitors include well capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of Levon’s. The companies compete with other mining companies in connection with the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineral and/or which are more readily minable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower. Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable properties. As a result, Levon may eventually be unable to acquire attractive gold mining properties.

Seasonality

Currently our exploration has been focused on the Congress property in British Columbia. The property lies on the boundary between West Coast Marine and Interior climatic zones and is in the rain shadow created by the Coast Mountains. Moderate to heavy snowfall occurs in winter months, with accumulations exceeding 2 meters which can be extreme and can cause interruptions or delays in our operations. As a result, the preferable time for activities in these regions is the spring and summer when costs are more reasonable and access to the property is easier. In the summer months, however, if the weather has been unusually hot and dry, access to the Company's property may be limited as a result of access restrictions being imposed to monitor the risks of forest fires.

Governmental Regulation

The current and anticipated future operations of the Company, including development activities and commencement of production on its properties, require permits from various federal, territorial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There can be no assurance, however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.

The enactment of new laws or amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

C.	Organizational Structure

The Company had a wholly-owned subsidiary named Levon Resources Inc., which was a Montana Corporation and was dissolved on June 11, 1984.

D.	Property, Plants and Equipment

We have focused our exploration activities during the year mainly on one property; the Congress Property located in British Columbia, Canada.

Congress Property, British Columbia, Canada

Ownership. The Company owns a 50% leasehold interest in 45 claims in the Lillooet Mining Division, British Columbia. The mineral claims were purchased from a company with common directors.

The Congress claims are subject to a Joint Venture Agreement dated February 25, 1983 between the Company and Veronex Resources Ltd. (“Veronex”). In 1983 Veronex earned a 50% net interest in the claims (net of a 5% net smelter royalty) held by the Company, by expending $1,000,000 on the property. Under the terms of the Joint Venture Agreement each party is equally responsible for expenses of the joint ventures. In the event that a party is unable to pay its portion of expenses, such party’s interest in the

joint venture will be diluted. Exploration under the Joint Venture ceased in 1989. During the past three fiscal years with funding made available through equity financing, exploration activities have recommenced with Levon incurring 100% of expenditures. The Company is currently reviewing ownership of the Veronex 50% interest.

Property Description and Location. The Congress Property is located on the north side of Carpenter Lake, 90 kilometers west of the town of Lillooet, British Columbia, Canada on the north side of Carpenter Lake 4 kilometers northeast of Goldbridge in the Lillooet Mining Division, NTS 092J15W. Goldbridge, the closest town, has a population of approximately 41 with main industries including ranching, guiding, tourism and mining. Facilities include a first aid station, motel and hotel, grocery store, post office, service station, and a restaurant. More complete services are available in Lillooet, less than two hours by road, east of Goldbridge.

The property is easily accessible by automobile on the Goldbridge to Lillooet road, B. C. Highway 40, which crosses the southern part of the property. The Slim Creek forest access road, which turns off the highway on the property and crosses the property in a northwesterly direction, and numerous access trails and roads built on the property during previous exploration programs provide good access to the rest of the property.

The property consists of eight crown granted mineral claims, one reverted crown granted mineral claim, three mineral leases and 11 mineral claims totaling 109 cells covering approximately 2432 hectares. The crown granted mineral claims are treated like fee simple property similar to patented mineral claims in other jurisdictions. Surface, water and timber rights are attached to mineral rights and the property is held by paying annual taxes on these claims. The reverted crown granted mineral claim is treated the same as a mineral claim cell. These claims are kept in good standing by paying $200 per cell or carrying out and documenting $200 in work per cell in the claim block per year. The mineral leases are kept in good standing by paying rental fees totaling $2,110 per year. All claims and leases are contiguous and in good standing.

Environmental Liabilities. The Company is not aware of any environmental liabilities.

Permitting. We hold a Free Miners Certificate (“FMC”) #115631, which expires April 8, 2008. FMCs are renewable annually. Claim holdings can be renewed either by filing assessment reports or paying the fees, as described above under Property Description and Location. Certain exploration work requires a permit and in some cases posting a reclamation bond. Levon currently has $34,117 in bonds with the provincial government.

The Company believes that it holds all necessary licenses and permits under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.

History and Exploration. The mineral claims are subject to a Joint Venture Agreement dated February 25, 1983 between Levon and Veronex Resources Ltd. (“Veronex”). Exploration under the Joint Venture ceased in early 1989.

During the past three fiscal years, with funding made available through equity financing, exploration activities have recommenced with Levon incurring 100% of expenditures.

The Congress Zone was discovered in 1913 and has been explored and mined intermittently since then. Significant periods of activity occurred in 1933, when a 1,000 ton bulk sample was mined for metallurgical tests, and 1945-1950, when the vein was developed on 5 underground levels and some mineralized material stoped.

The Howard Zone was discovered in 1959 and explored by Bralorne-Pioneer Mines Ltd. who put in approximately half of the Lower Howard workings between 1960 and 1964.

Levon carried out surface and underground drilling and drifting between 1976 and 1988 when the rest of the Lower Howard and the Upper Howard workings were excavated.

The Lou Zone was discovered following up on soil geochemical anomalies and VLF-em geophysical anomalies in 1984. Extensive surface drilling was carried out from 1984 to 1988 and a 300 metre trackless decline was driven in the footwall of the zone in 1989. Significant work was suspended until 2004 because of low gold prices. A mechanized trenching program on the northern extensions of the Lou and Congress zones was carried out in the fall of 2004. A diamond drill program was carried out on the Howard Zone in December 2004 and January 2005.

During fiscal year 2007 the Company carried out a program of 16 NQ diamond drill holes totaling 2,418.8 meters on the Congress Property. The drilling included five holes on the Golden Ledge Zone in the north part of the property, nine holes explored on the Lou Zone and two holes on the Howard Zone. The drill program ran October and November 2006 under the supervision of Chris J. Sampson, P. Eng., a qualified person under NI 43-101. The principal intersections on the vein structures are shown in the following table:

Hole	Location UTM		Bearing	Dip	Length Meters	Intersection Meters	Gold g/tonne
Hole	Northings	Eastings	Bearing	Dip	Length Meters	Intersection Meters	Gold g/tonne
Golden Ledge Zone
GL-06-01	5639328	514291 E	350	45	166.37	68.0 - 69.0 (1)	3.08
						72.0 - 75.0 (3)	6.41
						91.0 - 92.0 (2)	4.17
						122.0 -124.0 (2)	4.71
GL-06-02	5639411	514285	190	50	81.40	51.0 – 53.0 (2)	5.66
GL-06-03	5639411	514285	190	60	72.24	45.0 – 46.0 (1)	5.48
GL-06-04	5639338	514267	010	45	102.72	88.0 – 89.0 (1)	3.38
GL-06-05	5639338	514267	010	60	121.01	66.44 – 67.50 (1.06)	3.80
						71.0 – 71-75 (0.75)	2.38
Lou Zone
LZ-06-01	5638871	514799	88	50	99.67	52.50 – 53.0 (0.5)	4.21
LZ-06-02	5639045	514861	90	45	117.96	NO SIGNIFICANT VALUES (NSV)
LZ-06-03	5638291	514764	90	45	203.30	150.0–152.50 (2.0)	4.40
						178.0 -180.0 (2.0)	1.71
LZ-06-04	5638227	514760	90	45	157.02	(NSV)
LZ-06-05	5638124	514759	90	55	185.01	132.0 – 134.0 (2.0)	2.55
						139.86-142.0 (2.14)	1.03
LZ-06-06	5638076	514753	96	45	194.16	151.5 - 153.5 (2.0)	2.94
LZ-06-07	5638076	514753	106	45	178.92	155.0 - 158.0 (3.0)	7.28
LZ-06-08	5638076	514750	106	60	203.30	162.0 - 163.0 (1.0)	1.59
LZ-06-09	5637426	514671	060	45	163.68	(NSV)
Howard Zone
C-06-01	5637430	514321	100	45	151.51	(NSV)
C-06-02	5637433	514321	90	55	159.39	115.0 – 116.0 (1.0)	0.67
						153.0 – 154.0 (1.0)	10.70

Samples from holes GL-06-01, 02, 03, 04, 05 and hole LZ-06-01 were assayed at EcoTech Labs, Kamloops, British Columbia, Canada. The remaining holes LZ-06-02 through LZ-06-09 and C-06-01 and 02 were assayed at Assayers Canada Limited, Vancouver, British Columbia, Canada.

In both cases the labs used Standard Fire Assay with I.C.P. Aqua Regia Leach Finish.

In each of the zones, we intersected the target mineralized structures. Drilling on the Golden Ledge Zone extended the gold bearing structure approximately 25 meters to the west and to depth. The most significant intercept was Hole GL-06-01, 3 meters of 6.41 grams of gold per tonne.

Drilling on the Lou Zone successfully extended the structure by 500 meters to the north and to depth. The most significant intercept was Hole LZ-06-07, 3 meters of 7.28 grams of gold per tonne.

Two holes were drilled on the southern end of the Howard Zone on the shore of Carpenter Lake. The most significant intercept was Hole C-06-02, 1 meter of 10.70 grams of gold per tonne.

Geological Setting. The property covers Mississippian to Middle Jurassic rocks of the Bridge River Complex, mainly submarine basalt and andesite, with minor chert, argillite and mafic intrusives. These rocks are cut by northwest trending regional scale structures, some with contained Tertiary feldspar porphyry dacite dykes, sub-parallel to the Ferguson and Cadwallader Structures, which bound the historic Bralorne/Pioneer mines. The structures on the property are roughly the same distance from the Upper Cretaceous-Tertiary granitic Bendor Intrusions as the Bralorne/Pioneer mines. The Bendor Intrusions are the same age as the mineralization in the Bralorne/Pioneer mines and are a postulated source for the gold mineralization at these mines and on the Congress Property.

Deposit Types and Mineral. The deposits on the Company’s property are members of a well recognized group of deposits referred to as mesothermal, orogenic or greenstone hosted quartz-carbonate gold vein deposits. These deposits include the Mother Lode and Grass Valley districts in California and most of the greenstone hosted gold deposits in the Canadian shield, including the Timmins-Val d’Or, Red Lake and Hemlo camps. These deposits are quartzcarbonate veins in moderately to steeply dipping brittle-ductile shear zones and, locally, in shallow dipping extensional fractures.

Mineralization in the Howard Zones consists of quartz-carbonate veins or stringer zones one to 1.5 meters wide, with altered, mineralized selvages (pyrite, siderite) up to 10 meters total width hosted in basalt and gabbro. The zones strike north to a few degrees west of north and dip steeply to the west. The Howard Zones contain the largest and highest grade resource on the property, with over 100,000 ounces of gold contained in all resource categories totaling more than 300,000 tonnes greater than 10 grams per tonne gold. These resources are refractory and would require oxidation of sulphides to recover the gold.

Mineralized areas in the Lou Zone are stockwork quartz carbonate stringers and silicified zones on the flank of a feldspar porphyry dyke hosted in mafic volcanics. The zone strikes north and dips steeply west. The better mineralized zones are 1.5 to 4.0 meters wide and grade 5 to 11 grams gold/tonne and contain abundant stibnite. The Lou Zone has been oxidized for 2 to 5 meters below surface near the decline portal where an open pit resource has been outlined.

The better mineralized areas in the Congress Zone, including the 2004 trenches, are massive stibnite veins, 1.25 to 1.5 meters wide, grading 6 to 8 grams gold per tonne hosted in argillite, chert and very sheared mafic volcanic rocks and again, striking north and dipping steeply west.

Proposed Exploration. At the Congress property, prospecting samples have discovered several high grade bedrock gold showings that warrant diamond drill follow up to establish possible strike and dip extensions of gold mineralized rocks. Levon has budgeted for 5000 m of diamond drill testing, which will be drilled in stages depending on geologic and assay results in the early holes (2000m).

The final detailed drill proposal is near completion and the drill site and access permit have been approved. Once the drill proposal is final and approved by management, one core rig will be contracted. We anticipate drilling to commence in November 2007.

As at the date of this report, the Congress Property is without known Mineral Reserves, and any activities carried out on the property are exploration in nature.

Goldbridge Claims (also known as the BRX claims), British Columbia, Canada

Levon owns a 50% interest in 74 mineral claims in the Gold Bridge area, Lillooet Mining Division, British Columbia. The BRX property lies south of Gold Bridge, centered at approximately latitude 50°50' N, longitude 122° 50' W and encompasses 77 tenures of which 73 cover reverted crown grants and four modified grids claims. These claims form one contiguous parcel and cover a nominal 1 065 ha. The claims are accessible via Highway 99 North from Vancouver through Squamish and Whistler to Pemberton. From May to November access can be obtained by turning left through Pemberton, then right along the Pemberton Meadows Road for 23 km to the Hurley River Road, which passes the Outdoor School and is followed for 50 km to Highway 40, approximately 0.25 km west of Goldbridge. In winter continue on Highway 99 past Pemberton to Lillooet, then 110 km west along the Carpenter Lake Road (Highway 40) to Goldbridge.

We obtained a permit number MX-4503 dated June 27, 2003 and amended March 24, 2004 for which underground development is approved for exploration on vein for a total of 60 m. A permit issued in 1994 for trenching and drilling on the property is still extant and for which a reclamation bond of $3,500 remains with the provincial government.

Between 1984, when we acquired the property, and 1986, we carried out a re-evaluation involving line cutting, soil sampling, geological mapping, VLF-EM surveys and back-hoe trenching followed by underground sampling and mapping at the California 2 level and Why Not adits and in 1987, drilled 518 m over six short holes on the Rand zone. In addition two holes of 307 m aggregate were drilled on a quartz vein in the Hurley river bed, about 350 m south of the Arizona portal. In late 1994 trenching and drilling on targets located in 1985 found that the gold was generally low grade.

There is no underground or surface plant or equipment located on the claims, nor any known body of ore.

During the year ended March 31, 2002, the Company wrote-down the expenditures related to the claims resulting in a charge of $118,179 to operations. The claims remain in good standing until December 2008.

Proposed Exploration. The Company has no plans to carry out exploration activities on the BRX in the next fiscal year.

As at the date of this report, the Goldbridge Claims is without known Mineral Reserves, and any activities carried out on the property are exploration in nature.

Wayside Property, British Columbia, Canada

In 1997 Levon acquired a 100% interest 27 mineral claims known as the Wayside claims for for $5,000. The claims are located in the Lillooet Mining Division, British Columbia, Canada. Access to the claims from Vancouver is via Highway 99 to Lillooet, a distance of approximately 254 kilometers and then an additional 70 90 kilometers on gravel access road to the community of Gold Bridge. Access on the property is possible on a number of cat trails built by the Company and previous operators, A four-wheel drive vehicle is usually necessary to access all roads on the property.

There has been no exploration activity on the claims nor are there future plans to conduct exploration at this time. The claims are considered of merit and we will continue to maintain them in good standing for the purpose of selling them. We wrote the claims down in fiscal 2002 to by a charge to operations of $42,119.

As at the date of this report, the Wayside Property is without known Mineral Reserves, and any activities carried out on the property are exploration in nature.

Norma Sass and Ruf Claims, Nevada, USA

In fiscal year 2003 Levon acquired a 33.33% interest in 54 mineral claims known as the Norma Sass and Ruf Claims from Coral Gold Resources Ltd. (“Coral”) a public company related by common directors. The property consists of 37 mining claims (the Norma Sass claims) and 17 claims (the Ruf claims) and is located in the state of Nevada. Access to the property from Elko, Nevada, is via Highways 80 and 306, a distance of approximately 102 kilometers to the community of Crescent Valley and then 19

kilometers south on highway 306 to the Ruf and approximately 25 kilometers south on highway 306 to Norma Sass. A four-wheel drive vehicle is usually necessary to access all roads on the property.

In fiscal year 2005 Coral and Levon (the “Companies”) granted Agnico-Eagle Mines Ltd. (“Agnico”) an option to purchase 100% interest in the property, subject to a 2.5% royalty net smelter returns from production to the Companies in consideration of minimum advance royalty payments (in US dollars) and minimum work commitments..

During fiscal year 2006, Agnico completed the first 13,000 feet of drilling. While the results were considered positive, in February 2007, Agnico notified the Company that it would not be continuing its option on the Company’s Norma Sass property because of other corporate priorities. The Company is now evaluating options for further exploration at the property.

There is no underground or surface plant or equipment located on the Norma Sass or the Ruf claims, nor any known body of commercial ore.

As at the date of this report, the Norma Sass and Ruf Claims are without known Mineral Reserves, and any activities carried out on the claims are exploration in nature.

Eagle Claims, Nevada, USA

We hold a 50% interest, subject to a 3% net smelter royalty to a maximum of US$1,250,000 in the Eagle Claims. The property consists of 46 lode claims (approximately 646 acres), known as the Eagle 15 to 50 and Eagle 53 to 61 and are located in Corral Canyon, in Lander County, Nevada. Access to the property is through Elko, Nevada, a regional mining supply center, via Highways 80 and 306, a distance of approximately 90 kilometers and then an additional 13 kilometers on a gravel access road from the community of Crescent Valley. A four-wheel drive vehicle is usually necessary to access all roads on the property. There is no underground or surface plant or equipment on the property, nor any known body of commercial ore.

We have not conducted exploration on the Eagle property since 1997 when a surface geophysical exploration program was conducted. In 2002, when we decided not to conduct further work on the property, the property was written down to a nominal value of $1 by a charge to operations of $232,170. Although we have no plans to further explore the property we keep them in good standing by paying our 50% of the cost (approximately $3,500 annually) in holding fees and taxes with the intent of selling the property, if and, when the opportunity presents itself.

As at the date of this report, the Eagle Claims are without known Mineral Reserves, and any activities carried out on the property are exploration in nature.

Item 4A. Unresolved Staff Comments

None.

Item 5.

Operating and Financial Review and Prospects

This discussion and analysis of the operating results and the financial position of Levon for the years ended March 31, 2007, 2006 and 2005 should be read in conjunction with the consolidated financial statements and the related notes attached hereto.

A. Operating Results

Our principal business activities are the exploration and development of mineral properties. We are in the process of exploring and developing our mineral properties and have not yet determined whether any of our mineral properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves in the mineral properties, our ability to obtain the necessary financing to complete development, confirmation of our interest in the underlying mineral claims and leases and future profitable production or sufficient proceeds from the disposition of its mineral properties.

We continue to investigate new exploration opportunities, and we carry out mineral exploration on properties identified by management as having favorable exploration potential. Interests in such properties are acquired in various ways. In some cases, through our own efforts, by staking mineral claims or acquiring exploration permits. In other cases we acquire interests in mineral properties from third parties. An acquisition from a third party is typically made by way of an option agreement, which requires us to make specific option payments and to incur a specified amount of exploration costs on the property. Once the specified exploration expenditures have been incurred, the parties will enter into a joint venture requiring each party to contribute towards future exploration and development costs, based on its percentage interest in the property, or suffer dilution of its interest.

We advance our projects to varying degrees by prospecting, mapping, geophysics and drilling. When a property is determined to have limited exploration potential, the property is abandoned or sold. In cases where exploration work on the property reaches a stage where the expense and risk of further exploration and development are too high, we may seek a third party to earn an interest by furthering development. Optioning a property to a third party allows us to retain an interest in further exploration and development while limiting its obligation to commit a large amount of capital to any one project. The mineral exploration business is high risk and most exploration projects will not become mines.

A comprehensive exploration program is currently underway on the Company’s Congress Property near Goldbridge and Bralorne, British Columbia. This program is designed to increase the Property’s present resource. New zones discovered last year are being followed up and permits for drill sites are being applied for. The new drill programs will concentrate on the extension of the Lou and Howard Zones.

The first phase of the exploration program included two pits, 27 trenches totalling approximately 300 meters, six NQ diamond drill holes totalling 1,060 meters and 102 MMI geological samples in seven lines. This work tested a potential open pit resource. Cyanide leach tests indicated encouraging gold recoveries. The work also extended the indicated strike length of the Lou Zone by 500 meters. The trenching on the Golden Ledge exposed a 1 to 1.5-metre wide silicified fault zone over a strike length of 60 meters with gold values up to 26.4 grams Au per tonne (0.848 oz Au/ton) over 1.2 meters.

The second phase of the drilling on the Congress property in British Columbia was completed in December 2006. During the December 2006 quarter, a total of 16 holes totaling 2,257 meters were completed. Five holes targeting the Golden Ledge Zone, nine holes targeting the Lou Zone and two on the Howard Zone, were completed in December.

In each of the zones, the holes intersected the target mineralized structures. Drilling on the Golden Ledge Zone extended the gold bearing structure approximately 25 meters to the west and to depth. The most significant intercept was Hole GL-06-01, 3 meters of 6.41 grams of gold per tonne.

Drilling on the Lou Zone successfully extended the structure by 500 meters to the north and to depth. The most significant intercept was Hole LZ-06-07, 3 meters of 7.28 grams of gold per tonne.

Two holes were drilled on the southern end of the Howard Zone on the shore of Carpenter Lake. The most significant intercept was Hole C-06-02, 1 metre of 10.70 grams of gold per tonne.

Since May 15, 2007, Levon has undertaken three phases of surface exploration to locate new gold bearing structures on its Congress property situated in the Bridge River Gold Camp. The three phases include prospecting, MMI soil grids, trenching by hand and with an excavator.

Prospecting has been successful with the relocation of three previously known showings that have received little exploration work in the past and has also led to several other new discoveries. Most of the relocated zones and new discoveries are found along the south side of the Gun Creek canyon, on the north central portion of the Congress Property, and are contained in an area 100m wide by 600m long. The zones found in this area have a general east west trend as opposed to the Congress, Lou and the Howard Zones, that have a north-south trend. Detailed geological mapping will be conducted to determine where diamond drill holes should be placed to test the gold bearing structures found in this area of Gun Creek.

During the later part of June 2007, Geotronics of Vancouver was contracted to place three MMI soil grids on areas of the Congress Property, where surface exploration is made difficult due to overburden depths. A total of 14,000 meters of line was cut, using 100m line spacing with samples being collected every 20m. Results of the MMI are currently pending.

An application was made to the Ministry of Mines for mechanical trenching on the Congress Property, and the permit has now been received by Levon. A total of 10 trenches were dug in portions of the Congress Property where overburden obscured rock classification in the past. Assay results are pending. Three new mineralized zones were discovered during the course of the recent trenching with widths ranging from 1.3m to 2.5m.

We plan to continue development aimed at increasing the known resources in the Lou and Howard zones to a minimum 500,000 contained ounces of gold. Drilling would also be aimed at testing and expansion of the new Golden Ledge zone.

Agnico-Eagle (USA) Limited (“Agnico”) completed the first 13,000 feet of drilling in 2005. The program included six vertical drill holes varying in depth from 1,665 to 1,975 feet. All six holes encountered alterations, silification and sulfidation in Lower Plate rocks, and two holes intersected gold.

Agnico mobilized a reverse circulation drill supplied by Lang Exploratory Drilling of Elko, Nevada to the Norma Sass property on May 15, 2006. Agnico-Eagle drilled approximately 15,000 ft. in 12 to 15 holes on the Norma Sass and related properties. In February 2007, Agnico-Eagle Mines Ltd. notified the Company that it would not be continuing its option on the Company’s Norma Sass property because of other corporate priorities. The Company has been pleased with the work done by Agnico during the past two years. They successfully showed depths to the lower plate sequence across the Norma Sass ground.

An exploration drill program is being planned for the Company’s Norma Sass and Ruf Claims in Nevada. The claims are jointly held with Coral Gold Resources Ltd. and the properties are strategically located adjoining Barrick’s Pipeline Deposit.

In April 2006 a private placement financing was completed involving the issuance of 9,550,000 units at a price of $0.10 per unit for gross proceeds of $955,000. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase

one additional common share in the Company for $0.12 until April 12, 2007 and thereafter at $0.15 per share until August 12, 2008. Finder fees of $21,800 were paid in connection with this offering. Participants in the private placement included three U.S. investors, two of which relied on the Accredited Investor Exemption (category 13) for participation and one of which relied on the U.S. Accredited Investor Exemption (categories 13 & 14) for participation.

In November 2006 a private placement financing was completed involving the issuance of 3,000,000 units at a price of $0.10 per unit for gross proceeds of $300,000. Each unit consisted of one flow-through common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share in the Company for $0.12 until November 17, 2007 and thereafter at $0.15 per share until November 17, 2008. There were no finder fees paid in connection with this offering. No U.S. investors participated in this private placement.

In March 2007 a private placement financing was completed involving the issuance of 487,572 units at a price of $0.35 per unit for gross proceeds of $170,650. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share in the Company for $0.40 until March, 2008. There were no finder fees paid in connection with this offering. No U.S. investors participated in this private placement.

The Company’s shares were listed for trading on the Frankfurt Stock Exchange under the symbol “L09”. The Company's international ISIN number is CA 5279011020. The listing on the Frankfurt Stock Exchange provides the Company with increased exposure to worldwide capital markets and enables Europeans to trade the company's common shares in Euros.

Selected Annual Information

The following financial data is derived from the Company’s financial statements for the three most recently completed financial years:

Year Ended	March 31, 2007	March 31, 2006	March 31, 2005
Revenue	$ —	$ —	$ —
Loss before other items	(428,530)	(483,466)	(163,779)
Loss for the year	(236,819)	(429,992)	(62,155)
Loss per share	(0.01)	(0.02)	(0.00)
Total Assets	1,747,631	1,526,119	788,878
Total Liabilities	163,429	315,488	297,509
Working Capital	533,596	612,730	139,626

The Company’s loss before other items since fiscal year 2005 has increased primarily because of stock-based compensation that was charged in the two most recent years compared to nil in 2005. As well, the Company has become increasingly more active in exploration which results in higher administration costs. To accommodate the increase in administrative demands, the Company has changed administrative service providers and participates to a larger degree in an overhead cost sharing agreement.

Total assets have increased each year since 2005 but the reasons are different for 2006 and 2007. The Company had more cash on hand at the end of 2006 due to a private placement financing that was taking place at year end whereas 2007 had less cash but significantly more investment in resource properties. The decrease in liabilities between 2006 and 2007 is largely due to the Company settling amounts owing to related parties that had accumulated from the current and prior periods. The Company remains free of interest bearing debt and has no long-term liabilities.

Fiscal year ended March 31, 2007 compared to fiscal year ended March 31, 2006

Loss for the year ended March 31, 2007 was $236,819 compared to the loss of $429,992 for the year ended March 31, 2006, a decrease of $193,173. As was the case with the fourth quarter comparison, an income tax recovery of $183,907 recorded at fiscal 2007 year end is the reason that the loss decreased so significantly. Interest income increased from $11,466 in the 2006 fiscal year to $14,071 in the 2007 fiscal year due to more cash being held in an interest bearing bank account. There was also a recovery of $45,664 on mineral property costs in the 2006 fiscal year compared to $3,712 in the current year. The Company also had to record a write-down of $9,979 against investments in the current year due to the fair market value of some securities falling below the book cost. The balance of the loss increase before the income tax recovery is taken into account is due to higher general and administrative expenses.

General and administrative expenses totaled $428,530 for the year ended March 31, 2007 with a comparative expense of $483,466 for the year ended March 31, 2006, a decrease of $54,936. There were cost increases of $11,305 in consulting and management fees, $8,290 in compliance listings and transfer agent fees, $14,577 in general exploration, $30,388 in shareholder relations and promotion and $22,461 in travel and automotive. Compliance listings and transfer agent fees were higher due to private placements occurring in the current year but not in the 2006 fiscal year. Other administrative expenses were higher for the same reasons described in the fourth quarter comparison in addition to an adjustment to a flow-through share issuance resulting in additional legal fees and amounts paid to the Canada Revenue Agency. Cost decreases in the current year were experienced in office occupancy and miscellaneous costs of $34,775, professional fees of $2,533, salaries and benefits of $9,034 and stock-based compensation of $95,315.

During the year ended March 31, 2007, 1,525,000 (2006 – 2,305,000) stock options were granted, which resulted in a charge to operations totaling $96,000 compared to $191,315 in 2005. The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.65%, dividend yield of 0%, expected life of 3 years and a volatility factor of 72.34%.

Fiscal year ended March 31, 2006 compared to fiscal year ended March 31, 2005

General and administrative expenses increased by $319,687 from $163,779 for the fiscal year ended March 31, 2005 to $483,466 for the fiscal year ended March 31, 2006. The primary sources for the increase in costs were stock-based compensation, office occupancy and miscellaneous cost, consulting and management fees, and professional fees, which increased $191,315, $50,071, $30,000 and $25,697 respectively.

During the year ended March 31, 2006, 2,305,000 (2005 - Nil) stock options were granted, which resulted in a charge to operations totaling $191,315 compared to $Nil in 2005. The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.00%, dividend yield of 0%, expected life of 3 years and a volatility factor of 119%.

The increase in consulting, management and professional fees was due to an increase in services required by the Company in connection with financing, property option agreements, general corporate matters and meeting on-going regulatory filing requirements.

Other significant increases in the general administrative expenses were in corporate and administrative services and shareholder relations and promotion costs of $8,300 and $7,877 respectively. These expenses increased as a result of the increased financing and corporate activities including conducting a $955,000 financing, listing the Company’s shares on the Frankfurt Exchange, increased corporate and regulatory requirements and a more aggressive approach to investor awareness.

Inflation

Historically, inflation has not affected the Company’s business in the current locations where it is doing business and the Company does not expect it to affect the Company’s operations in the future.

Government Regulation

We are subject to various federal and provincial laws and regulations including environmental laws and regulations. Environmental regulations impose, among other things, restrictions, liabilities and obligations in connection with the generation, handling, use, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment. Environmental regulation also requires that facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, certain types of operations, including exploration and development projects and changes to certain existing projects, may require the submission and approval of environmental impact assessments or permit applications. Compliance with environmental regulation can require significant expenditures, including expenditures for clean up costs and damages arising out of contaminated properties and failure to comply with environmental regulations may result in the imposition of fines and penalties. We believe that we are in substantial compliance with such laws and regulations. However, such laws and regulations may change in the future in a manner, which will increase the burden and cost of compliance.

Certain laws and governmental regulations may impose liability on us for personal injuries, clean-up costs, environmental damages and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages, but do not maintain insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damage. Accordingly, we may be subject to liability or may be required to cease production from properties in the event of such damages.

B.	Liquidity and Capital Resources

At this time the Company has no operating revenues. Historically, the Company has funded its operations through equity financing and the exercise of stock options and warrants.

As at March 31, 2007 the Company had working capital of $533,596 including flow-through funds of $96,132 that still needs to be expended.

In November 2006 the Company completed a tax flow-through private placement for proceeds of $300,000 by issuing 3,000,000 units at a price of $0.10 per unit. $297,000 was restricted in use for (“CEE”) under Canadian income tax legislation and as of June 30, 2007 the balance remaining to be expended is approximately $15,000.

The Company also completed two other non-flow-through private placements during the 2007 fiscal year. The first one issued 9,550,000 units at a price of $0.10 per unit for proceeds of $955,000 less share issuance costs of $21,800. The second private placement issued 487,572 units at price of $0.35 per unit for proceeds of $170,650.

The Company believes it has sufficient working capital to meet its current obligations and operating expenses to the end of the fiscal year.

The Company is in the exploration stage. The investment in and expenditures on the mineral property comprise substantially all of the Company’s assets. The recoverability of amounts shown for its mineral property interest and related deferred costs and the Company’s ability to continue as a going concern is dependent upon the continued support from its directors, the discovery of economically recoverable reserves, and the ability of the Company to obtain the financing necessary to complete

development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.

Mineral exploration and development is capital extensive, and in order to maintain its interest the Company will be required to raise new equity capital in the future. There is no assurance that the Company will be successful in raising additional new equity capital.

C.	Research and Development, Patents and Licenses, etc.

Not Applicable.

D.	Trend Information

Not Applicable.

E.	Off-balance sheet arrangements

There are no off-balance sheet arrangements.

F.	Tabular disclosure of contractual obligations

None

G.	Safe Harbor

Certain statements in this Annual Report, including those appearing under this Item 5, constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Additionally, forward-looking statements may be made orally or in press releases, conferences, reports, on our website or otherwise, in the future, by us or on our behalf. Such statements are generally identifiable by the terminology used such as "plans", "expects", "estimates", "budgets", "intends", "anticipates", "believes", "projects", "indicates", "targets", "objective", "could", "may", or other similar words.

The forward-looking statements are subject to known and unknown risks and uncertainties and other factors that may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, among others: market prices for metals; the results of exploration and development drilling and related activities; economic conditions in the countries and provinces in which we carry on business, especially economic slowdown; actions by governmental authorities including increases in taxes, changes in environmental and other regulations, and renegotiations of contracts; political uncertainty, including actions by insurgent groups or other conflict; the negotiation and closing of material contracts; and the other factors discussed in Item 3 Key Information – "Risk Factors", and in other documents that we file with the SEC. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors; our course of action would depend upon our assessment of the future considering all information then available. In that regard, any statements as to future production levels; capital expenditures; the allocation of capital expenditures to exploration and development activities; sources of funding of our capital program; drilling; expenditures and allowances relating to environmental matters; dates by which certain areas will be developed or will come on-stream; expected finding and development costs; future production rates; ultimate recoverability of reserves; dates by which transactions are expected to close; cash flows; uses of cash flows; collectability of receivables; availability of trade credit; expected operating costs; expenditures and allowances relating to environmental matters; debt levels; and changes in any of the foregoing are forward-looking statements, and there can be no assurances that the expectations conveyed by such forward-looking statements will, in fact, be realized.

Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity, achievements or financial condition.

Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others not now anticipated. The foregoing statements are not exclusive and further information concerning us, including factors that could materially affect our financial results, may emerge from time to time. We do not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Item 6.

Directors, Senior Management and Employees

A.	Directors and Senior Management

The following is a list of our directors and senior management as at September 6, 2007. The directors were re-elected by the Shareholders on September 6, 2007 and are elected for a term of one year, which term expires at the election of the directors at the next annual meeting of shareholders.

Name and Present Position with the Company	Principal Occupation	Director/Officer Since

WILLIAM GLASIER Director	Mining executive; President of Mill Bay Ventures Inc., Director of Bralorne Gold Mines Ltd.	May 22, 1990
WILLIAM D. LOVE Director	Geological and Investment Consultant; Vice President of Business Development for Sage Gold Inc.	March 14, 2005
FLORIAN RIEDL-RIEDENSTEIN Director	Independent Financial Consultant; Director of Bralorne Gold Mines Ltd.	April 4, 1996
LOUIS WOLFIN Director, Chairman of the Board and Chief Executive Officer	Mining Executive; President and Director of Coral Gold Resources Ltd and Cresval Capital Corp.; Director of Avino Silver & Gold Mines Ltd., Bralorne Gold Mine Ltd., and Berkley Resources Inc.	September 26, 1978
GARY ROBERTSON Director and Chief Financial Officer	Certified Financial Planner; director of Bralorne Gold Mines Ltd., Coral Gold Resources Ltd, Mill Bay Ventures Inc., Avino Silver & Gold Mines Ltd. and Sage Gold Inc.	August 3, 2005 Last year
RON TREMBLAY Director and President	President of Stone’s Throw Capital Corp.	September 7, 2006
DAVID WOLFIN ⁽¹⁾ Director and V.P Finance	President and Director of Avino Silver & Gold Mines Ltd., and Gray Rock Resources Ltd., Director and V.P. Finance of Berkley Resources Ltd. and Bralorne Gold Mines; Director of Coral Gold Resources Ltd., Mill Bay Ventures Ltd, and Cresval Capital Corp.	November 23, 2006

VICTOR CHEVILLON

Director

Certified Professional Geologist, President of Chevillon Exploration Consulting

September 6, 2007⁽²⁾

VILMA (MIMY) FERNANDEZ-MALDONADO

CORPORATE SECRETARY

Corporate Secretary of Avino Silver & Gold Mines Ltd., Berkley Resources Inc., Bralorne Gold Mines Ltd., Coral Gold Resources Ltd., Gray Rock Resources Ltd. and Mill Bay Ventures Inc.

September 6, 2007⁽³⁾

(1) David Wolfin is the son of Louis Wolfin

(2) Victor Chevillon was elected at the Annual General Meeting held as an officer on September 6, 2007

(3) Mimy Fernandez-Maldonado was appointed as corporate secretary on September 6, 2007

B.	Compensation

During the fiscal year ended March 31, 2007 the Company paid $26,000 for accounting and corporate services to Dawn Pacific Management Ltd. a private company owned by Andrea Regnier, former director and former secretary of the Company; $104,697 for office, occupancy and miscellaneous costs and salaries, and administrative services paid on behalf of the Company by Oniva International Services Corp., a private company owned by the Company and five other reporting issuers having common directors; $348,403 for drilling services from ABC Drilling Services Inc., a private drilling company with common management; $29,706 for exploration service expenses from Bralorne Gold Mines Ltd., a public company with common directors and management; $13,930 for consulting services to Wear Wolfin Designs Ltd., a company controlled by Matt Wayrynen, former V.P. Corporate Communications of the Company; $12,500 for management fees to Stone’s Throw Capital Corp., a private company controlled by Ron Tremblay, Director and President of the Company; $15,000 for management fees to Intermark Capital Corp., a private company controlled by David Wolfin, Director and V.P. Finance of the Company; and $2,147 for services as an officer to Connie Lillico, Secretary of the Company until July 31, 2007.

During the fiscal year ended March 31, 2007, incentive stock options were granted to directors and other insiders of the Company and are outstanding to purchase an aggregate of 550,000 common shares at a price of $0.21 per share exercisable on or before April 25, 2011; 200,000 shares of the Company at a price of $0.10 per share exercisable on or before October 2, 2011; and 125,000 shares of the Company at a price of $0.18 per share exercisable on or before January 26, 2012, none of which have been exercised.

The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during each of the last three financial years of the Company to its Chief Executive Officer, Chief Financial Officer and to the other executive officers of the Company who received a combined salary and bonus in excess of $150,000 (the “Named Executive Officers”) during the fiscal year ended March 31, 2007.

SUMMARY COMPENSATION TABLE⁽¹⁾

NAME AND PRINCIPAL POSITION	YEAR	ANNUAL COMPENSATION			LONG TERM COMPENSATION	ALL OTHER COMPENSATION ($)
NAME AND PRINCIPAL POSITION	YEAR	SALARY⁽²⁾	BONUS	OTHER	SHARES UNDER OPTION⁽³⁾	ALL OTHER COMPENSATION ($)
LOUIS WOLFIN	2007	-	-	-	-	-
President, Chief Executive	2006	-	-	-	500,000	-
Officer and Director	2005	-	-	-	-	-

GARY ROBERTSON	2007	-	-	-	300,000	-
Chief Financial Officer	2006	-	-	-	-	-
	2005	-	-	-	-	-

ANDREA REGNIER ⁽⁴⁾	2007	-	-	-		$26,000
Former Corporate Secretary,	2006	-	-	-	150,000	$26,300
Chief Financial Officer and	2005	-	-	-	-	$18,172
Director

(1)	Certain columns are omitted because there has been no compensation awarded to, earned by or paid to any of the named executives required to be reported in this table.

(2)	No employee earned in excess of $150,000.

(3)	Represents total common shares under options as of the end of the fiscal year.

(4)	Ms. Regnier ceased to be a director and officer of the Company on November 29, 2006.

During the most recent fiscal year, stock options have been granted to the Named Executive Officers as follows:

Name of Executive Officer	Securities Under Option Granted	Percentage of Total Options Granted to Employees in Financial Year (%)	Executive or base Price ($/Security)	Market Value of Securities underlying Options on Date of Grant ($)	Expiration Date
Gary Robertson	200,000	5.82	0.21	0.20	April 25, 2011
	50,000	1.46	0.10	0.105	October 1, 2011

Long Term Incentive Plan (LTIP) Awards

The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities), was paid or distributed during the most recently completed financial year ended March 31, 2007.

Options and Stock Appreciation Rights (SARs)

The Company currently maintains a formal stock option plan, under which stock options have been granted and may be granted, up to 10% of the Company’s issued and outstanding common shares at the time of grant of stock options under the Stock Option Plan. To date, stock options to purchase a total of up to 3,340,000 shares have been granted and remain outstanding under the Plan, leaving options for 1,018,948 shares available for issuance.

Termination of Employment, Changes in Responsibilities and Employment Contracts

We have no employment contracts with our executive officers and there are no compensatory plan or arrangement with respect to our executive officers in the event of the resignation, retirement or any other termination of the executive officers' employment with us or in the event of a change of control of the Company or in the event of a change in the executive officers' responsibilities following a change in control, where in respect of the executive officers the value of such compensation exceeds $100,000.

C.	Board Practices

Term of Office

Under Levons’ Articles the office of director expires at each annual meeting of shareholders. A director holds office as such until the next annual meeting of shareholders when he/she may stand for re-election. The Board of Directors as a group determines in advance of each annual meeting of shareholders who will be put forward for re-election. See item 6.A for the period during which each director has served in that capacity.

Under the Business Corporations Act (British Columbia) annual meetings of shareholders are required to be held in every calendar year and not longer than 15 months after the last annual meeting of shareholders.

Service Contacts

No directors have service contracts providing for benefits upon termination of employment.

Mandate of the Board of Directors, its Committees and Management

The role of our board is to oversee the conduct of Levon’s business, including the supervision of management, and determining strategy. Management is responsible for the day-to-day operations, including proposing its strategic direction and presenting budgets and business plans to the board of directors for consideration and approval. The strategic plan takes into account, among other things, the opportunities and risks of Levon’s business. Management provides the board with periodic assessments as to those risks and the implementation of systems to manage those risks. The board reviews the personnel needs from time to time, having particular regard to succession issues relating to senior management. Management is responsible for the training and development of personnel. The board assesses how effectively we communicate with our shareholders, but has not adopted a formal communications policy. Through the audit committee, and in conjunction with our auditors, the board assesses the adequacy of our internal control and management information systems. The board looks to management to keep it informed of all significant developments relating to or effecting operations. Major financings, acquisitions, dispositions and investments are subject to board approval. A formal mandate for the board of directors and the chief executive officer has not been considered necessary since the relative allocation of responsibility is well understood by both management and the board. The board meets as required. The board and committees may take action at these meetings or at a meeting by conference call or by written consent.

The Board has created three committees, all of which have the mandates set out below.

Committees

Corporate Governance Committee

The corporate governance committee assists the board in establishing the Company’s corporate governance policies and practices generally, identifying individuals qualified to become members of the board, reviewing the composition and functioning of the board and its committees and making recommendations to the board of directors as appropriate. When considering nominees to the board the committee’s mandate requires that it consider the current composition of the board and give consideration to candidates having experience in the industry, life experience and background. The committee is also responsible for the Company’s corporate governance guidelines. The committee may retain legal or other advisors.

The corporate governance committee currently consists of two directors (William Glasier and Ron Tremblay). Mr. Glasier is an unrelated director. It is intended that this committee will eventually be comprised solely of unrelated and independent directors.

Audit Committee

The audit committee assists the board in its oversight of our financial statements and other related public disclosures, our compliance with legal and regulatory requirements relating to financial reporting, the external auditors, qualifications and independence and the performance of the internal audit function and the external auditors. The committee has direct communications channels with the auditors. The committee reviews the financial statements and related management’s discussion and analysis of financial and operating results. The committee can retain legal, accounting or other advisors.

The audit committee currently consists of three directors William Love, Florian Riedl-Riedenstein, and William Glasier) all of whom are unrelated and all of whom are financially literate, and have accounting or related financial expertise. "Financially literate" means the ability to read and understand a balance sheet, an income statement and a cash flow statement. "Accounting or related financial expertise" means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with Canadian GAAP. We intend to maintain this committee comprised solely of unrelated directors.

The board has adopted a charter for the audit committee which is reviewed annually and sets out the role and oversight responsibilities of the audit committee with respect to:

its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;

determination of which non-audit services the external auditor is prohibited from providing;

the engagement, evaluation, remuneration, and termination of the external auditors;

appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the audit committee;

its relationship with and expectation of the internal auditor;

its oversight of internal control;

disclosure of financial and related information; and

any other matter that the audit committee feels is important to its mandate or that which the board chooses to delegate to it.

Compensation Committee

The compensation committee assists the board in monitoring, reviewing and approving compensation policies and administering the Company’s share compensation plans. The committee is responsible for reviewing and making recommendations to the board with respect to director and senior management compensation. When granting stock options, the committee determines the number of shares covered by each grant and the terms and conditions of the option, subject to the terms of the plan, and the approval of the board. The committee may consider changes to the remuneration of directors, which may be appropriate from time to time. The committee may retain legal or other advisors to assist it.

- its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;

- determination of which non-audit services the external auditor is prohibited from providing;

- the engagement, evaluation, remuneration, and termination of the external auditors;

- appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the audit committee;

- its relationship with and expectation of the internal auditor;

- its oversight of internal control;

- disclosure of financial and related information; and

- any other matter that the audit committee feels is important to its mandate or that which the board chooses to delegate to it.

The committee consists of one unrelated directors (William Love) and two related director (Louis Wolfin and Gary Robertson). It is intended that the compensation committee will eventually be comprised solely of unrelated directors.

Compensation of Directors

The directors of the Company have not been paid fees or other cash compensation in their capacity as directors. The Company has no arrangements, standard or otherwise, pursuant to which its current directors are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for committee participation, or involvement in special assignments during the most recently completed financial year, except that directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors, and certain directors

may be compensated for services as consultants or experts. Incentive stock options, however, have been granted to Directors as set out in Item 6b.

D.	Employees

We have no employees at this time.

E.	Share Ownership

The following table sets forth the share ownership of our directors and officers as of October 2, 2007.

	Common Shareholdings		Options To Purchase Common Shares
Name of Beneficial Owner	Number of Shares Held	% of all Issued Shares	Number of shares under option Held	Exercise Price per Share	Grant Date	Expiry Date
William Glasier	322,381	0.74%	150,000	$0.10	April 6, 2005	April 5, 2010
William Love		-	150,000	$0.10	April 6, 2005	April 5, 2010
David Wolfin	454,000	1.04%	150,000	$0.10	April 6, 2005	April 5, 2010
Florian Riedl-Riededstein	-	-	150,000	$0.10	April 6, 2005	April 5, 2010
Gary Robertson	350,000	0.80%	200,000 50,000	$0.21 $0.10	April 26, 2006 Oct. 2, 2006	April 25, 2011 Oct. 1, 2011
Louis Wolfin	3,132,093	7.18%	500,000	$0.10	April 6, 2005	April 5, 2010
Ron Tremblay	8,391,000	19.24%	350,000 150,000	$0.21 $0.10	April 26, 2006 Oct. 2, 2006	April 25, 2011 Oct. 1, 2011
Victor Chevillon	36,000	0.08%	100,000	$0.35	Sep. 14, 2007	Sep. 13, 2012
Mimy Fernandez-Maldonado		-	25,000	$0.35	Sep. 14, 2007	Sep. 13, 2012

Item 7.

Major Shareholders and Related Party Transactions

A.	Major Shareholders

As far as it is known to the Company, it is not directly or indirectly owned or controlled by any other corporation or by the Canadian Government, or any foreign government, or by any other natural or legal person.

To the knowledge of the Company’s directors and senior officers, the following table sets forth certain information as at October 2, 2007 concerning the ownership of the Company’s common shares as to each person known by the directors and senior officers, based solely upon public records and filings, to be the direct and/or indirect owner of more than five (5%) percent of the Company’s common shares, who owned more than five percent of the outstanding shares of each class of the Company’s voting securities.

Name	Number of Shares of Common Stock Owned	Percent of Class
Louis Wolfin	3,132,093	7.18%
Ron Tremblay	8,391,000	19.24%
All Officers and Directors as a Group (6 persons)	12,685,474	29.09%

B.	Related Party Transactions

During the fiscal year ended March 31, 2007:

(a)

$26,000 (2006 - $26,300) was paid for accounting and corporate services to a private company owned by a former director and former secretary of the Company;

(b)

$104,697 (2006 - $59,540) was charged for office, occupancy and miscellaneous costs and salaries, and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors;

(c)

$348,403 (2006 - $114,854) was charged to the Company for drilling services from ABC Drilling Services Inc. (“ABC Drilling”), a private drilling company with common management;

(d)

$29,706 (2006 - $6,524) was charged to the Company for exploration service expenses from Bralorne Gold Mines Ltd., a public company with common Directors and management;

(e)

$13,930 (2006 - $30,000) was paid for consulting services to a private company controlled by a director of a related company;

(f)

$12,500 (2006 - $Nil) was paid for management fees to a private company controlled by a Director and officer of the Company; and

(g)

$15,000 (2006 - $30,000) was paid for management fees to a private company controlled by a Director and officer of the Company.

These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties. With the exception of the disclosure above, there are no stated terms of interest or repayment on balances owing by related parties to the Company.

The Company takes part in a cost sharing arrangement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-month notice by either party.

The amount due from a related party consists of $12,391 (2006 - $94,153) owing from ABC Drilling which is the balance of an advance towards drilling services. Amounts due are without stated terms of interest or repayment.

Amounts due to related parties include $32,256 (2006 - $115,719) owed to Oniva, $68,069 (2006 - $61,317) owed to two public companies related by way of common Directors, and $3,639 (2006 - $61,250) owed to three private company’s controlled by directors of the Company. Amounts due are without stated terms of interest or repayment.

Levon has an investment in Mill Bay Ventures Inc. consisting of 348,978 common shares and a value of $27,978 and in Avino Silver & Gold Mines Ltd. consisting of 4,200 common shares and a value of $1,554. These companies are related by way of common directors and/or common management.

Levon entered into an agreement, dated August 23, 2003, to receive accounting and general corporate services at a rate of $1,500 per month and subsequently increased to $2,500 per month with Dawn Pacific Management Ltd., a private company owned by the former Secretary and a Director. The agreement was for an initial term of one year and could be renewed at the end of its term or renewal term for further successive annual terms until such time that either party has given notice of termination in writing at least 30 days prior to the end of a term. This agreement was terminated as of December 31, 2006. During the year, Levon paid $26,000 (2006: $26,300) under the agreement.

None of our directors, executive or senior officers, proposed nominees for election as directors, or associates or affiliates of any of them, is or has been indebted to Levon at any time since our last completed financial year.

C.	Interests of Experts and Counsel

Not Applicable.

Item 8.

Financial Information

A.	Statements and Other Financial Information

The following financial statements of the Company are attached to this Annual Report:

•

Auditors’ Report.

•

Balance Sheet for years ended March 31, 2007 and 2006.

•

Statement of Operations and Deficit for the years ended March 31, 2007, 2006 and 2005.

•

Statement of Cash flows for the years ended March 31, 2007, 2006 and 2005.

•

Notes to Financial Statements for the years ended March 31, 2007, 2006 and 2005.

Dividend Policy

Levon has never paid any dividends and does not intend to in the near future.

B.	Significant Changes

None.

Item 9.

The Offer and Listing

A.	Price History of Stock

The common shares of Levon are listed on the TSX Venture Exchange under the symbol "LVN", the Frankfurt Stock Exchange under the symbol “L09” and are quoted in the United States on the pink sheets, under the symbol "LVNVF".

As of October 2, 2007, there were 403 holders of record in the United States holding 2,481,837 of Levon’s common shares representing 69.60% of the total number of shareholders, and approximately 5.69 % of the total number of common shares issued. The common shares are issued in registered form and the percentage of shares reported to be held by record holders in the United States is taken from the records of the Computershare Trust Company in the City of Vancouver, the registrar and transfer agent for our common shares.

Between October 23, 2003 and February 15, 2005, in accordance with TSX Venture Policy 2.5, the Company’s listing was transferred to the NEX board (a trading system designed for companies that did not meet the minimum listing requirements for a TSX Venture Tier 2 listing. The following table sets forth the high and low prices expressed in Canadian dollars on the TSX Venture Exchange or the NEX, as the case maybe, for Levon’s common shares for the past five years, for each quarter for the last two fiscal years, and for the last six months.

	TSX Venture Exchange/NEX (Canadian Dollars)
Last Five Fiscal Years	High	Low
2007	0.240	0.090
2006	0.165	0.050
2005	0.120	0.060
2004	0.190	0.070
2003	0.205	0.050
2006-2007	High	Low
Fourth Quarter ended March 31, 2007	0.200	0.115
Third Quarter ended December 31, 2006	0.130	0.090
Second Quarter ended September 30, 2006	0.145	0.090
First Quarter ended June 30, 2006	0.240	0.110
2005-2006	High	Low
Fourth Quarter ended March 31, 2006	0.145	0.080
Third Quarter ended December 31, 2005	0.050	0.011
Second Quarter ended September 30, 2005	0.090	0.060
First Quarter ended June 30, 2005	0.115	0.070
Last Six Months	High	Low
September 2007	0.300	0.250
August 2007	0.260	0.170
July 2007	0.290	0.220
June 2007	0.250	0.205
May 2007	0.265	0.210
April 2007	0.290	0.185

B.	Plan of Distribution

Not Applicable.

C.	Markets

D.	Selling Shareholders

Not Applicable.

E.	Dilution

Not Applicable.

F.	Expenses of the Issue

Not Applicable.

Item 10. Additional Information

A.	Share Capital

Not Applicable.

B.	Memorandum and Articles of Association

Common Shares

All issued and outstanding common shares are fully paid and non-assessable. Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors. The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors. There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares. In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.

Powers and Duties of Directors

The directors shall manage or supervise the management of the affairs and business of the Company and shall have authority to exercise all such powers of the Company as are not, by the Company Act or by the Memorandum or the Articles, required to be exercised by the Company in a general meeting.

Directors will serve as such until the next annual meeting. In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director. Such director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so, his vote shall note be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken. However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.

The directors may from time to time on behalf of the Company: (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; and (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.

The directors of the Company must be persons of the full age of 18 years. There is no minimum share ownership to be a Director. No person shall be a Director of the Company who is not capable of managing their own affairs; is an undischarged bankrupt; convicted of an offense in connection with the promotion, formation or management of a corporation or involved in fraud within the last five years; or a person that has had a registration in any capacity under the "British Columbia Securities Act" or the "British Columbia Mortgage Brokers Act" canceled within the last five years.

Shareholders

An annual general meeting is held once a year at such time and place as may be determined by the directors. A quorum at an annual general meeting and special meeting shall be two shareholders or one or more proxy holders representing two shareholders, or one shareholder and a proxy holder representing another shareholder. There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act (the “Investment Act”) discussed below under “Item 10. Additional Information, D. Exchange Controls.”

In accordance with British Columbia law, directors shall be elected by an “ordinary resolution” which means: (a) a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy; or (b) a resolution that has been submitted to the shareholders of the Company who would have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented to in writing by such shareholders of the Company holding shares carrying not less than ¾ of the votes entitled to be cast on it.

Under British Columbia law certain items such as an amendment to the Company’s articles or entering into a merger requires approval by a special resolution which means: (a) a resolution passed by a majority of not less than ¾ of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company; or (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.

C.	Material Contracts

The Company entered into an agreement dated August 20, 2007 with Aspen Agency Limited (“Aspen”) of London, England, to direct a corporate investor relations program throughout Europe, with a significant focus on the German equities market pursuant to which Aspen shall be paid a fee of US$100,000, payable in full upon approval of the TSX Venture Exchange. The initial term of the agreement is sixteen weeks and may be extended upon mutual consent of the parties. The agreement may be terminated by either party upon 15 days written notice and was accepted for filing by the TSX Venture Exchange on September 4, 2007.

Except as otherwise disclosed in this annual report, the Company has not entered into any other material contracts.

D. Exchange Controls

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares other than withholding tax requirements. Any such remittances to United States residents are subject to withholding tax. See "Taxation".

There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Act. The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire the common shares.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an "entity") that is not a "Canadian" as defined in the Investment Act (a "non-Canadian"), unless after review, the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common shares by a non-Canadian other than a "WTO Investor" (as that term is defined by the Investment Act, and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when the Company was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act, equals or exceeds $5 million for direct acquisitions and over $50 million for indirect acquisitions, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada's cultural heritage or national identity, regardless of the value of the assets of the Company. An investment in the common shares by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2004 is any amount in excess of $137 million. A non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The acquisition of one third or more, but less than a majority of the common shares, would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares.

Certain transactions relating to the common shares would be exempt from the Investment Act, including: (i) an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities; (ii) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and (iii) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.

E.	Taxation

Canadian Federal Income Tax Consequences

The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a United States resident, and who holds common shares solely as capital property, referred to as a "U.S. Holder". This summary is based on the current provisions of the Income Tax Act (Canada), referred to as the "Tax Act", the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and the current provisions of the Canada-United States Income Tax Convention, 1980, as amended, referred to as the "Treaty". Except as otherwise expressly provided, this summary does not take into account any

provincial, territorial or foreign (including without limitation, any U.S.) tax law or treaty. It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in these respects.

Each U.S. Holder is advised to obtain tax and legal advice applicable to such U.S. Holder’s particular circumstances.

Every U.S. Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the U.S. Holder on the U.S. Holder’s common shares. The statutory rate of withholding tax is 25% of the gross amount of the dividend paid. The Treaty reduces the statutory rate with respect to dividends paid to a U.S. Holder for the purposes of the Treaty. Where applicable, the general rate of withholding tax under the Treaty is 15% of the gross amount of the dividend, but if the U.S. Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996 to such corporate U.S. Holder. The Company is required to withhold the applicable tax from the dividend payable to the U.S. Holder, and to remit the tax to the Receiver General of Canada for the account of the U. S. Holder.

Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S. Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U.S. Holder nor persons with whom the U.S. Holder did not deal at arms length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.

United States Federal Income Tax Consequences

Passive Foreign Investment Company

The Company believes that it is a passive foreign investment company, referred to as a "PFIC" for United States federal income tax purposes with respect to a United States Investor. The Company will be a PFIC with respect to a United States Investor if, for any taxable year in which such United States Investor held the Company’s shares, either (i) at least 75 % of the gross income of the Company for the taxable year is passive income, or (ii) at least 50% of the Company’s assets are attributable to assets that produce or are held for the production of passive income. In each case, the Company must take into account a pro-rata share of the income and the assets of any company in which the Company owns, directly or indirectly, 25% or more of the stock by value (the "look-through" rules). Passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived from the active conduct of a trade or business and not derived from a related person), annuities and gains from assets that produce passive income. As a publicly traded corporation, the Company would apply the 50% asset test based on the value of the Company’s assets.

Because the Company believes it qualifies as a PFIC, unless a United States Investor who owns shares in the Company (i) elects (a section 1295 election) to have the Company treated as a "qualified electing fund" (a "QEF") (described below), or (ii) marks the stock to market (described below), the following rules apply:

1. Distributions made by the Company during a taxable year to a United States Investor who owns shares in the Company that are an "excess distribution" (defined generally as the excess of the amount received with respect to the shares in any taxable year over 125% of the average received in the shorter of either the three previous years or such United States Investor's holding period before the taxable year) must be allocated ratably to each day of such shareholder’s holding period. The amount allocated to the current taxable year and to years when the corporation was not a PFIC must be included as ordinary income in the shareholder’s gross income for the year of distribution. The remainder is not included in

gross income but the shareholder must pay a deferred tax on that portion. The deferred tax amount, in general, is the amount of tax that would have been owed if the allocated amount had been included in income in the earlier year, plus interest. The interest charge is at the rate applicable to deficiencies in income taxes.

2. The entire amount of any gain realized upon the sale or other disposition of the shares will be treated as an excess distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above.

A shareholder that makes a section 1295 election will be currently taxable on his or her pro-rata share of the Company’s ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year of the Company, regardless of whether or not distributions were received. The shareholder’s basis in his or her shares will be increased to reflect taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed again as a distribution to the shareholder.

A shareholder may make a section 1295 election with respect to a PFIC for any taxable year of the shareholder (shareholder’s election year). A section 1295 election is effective for the shareholder’s election year and all subsequent taxable years of the shareholder. Procedures exist for both retroactive elections and filing of protective statements. Once a section 1295 election is made it remains in effect, although not applicable, during those years that the Company is not a PFIC. Therefore, if the Company re-qualifies as a PFIC, the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements of that election. Once a shareholder makes a section 1295 election, the shareholder may revoke the election only with the consent of the Commissioner.

If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included in the shareholder’s holding period, the PFIC qualifies as a pedigreed QEF with respect to the shareholder. If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to both the non-QEF and QEF regimes. Certain elections are available which enable shareholders to convert an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.

A shareholder making the section 1295 election must make the election on or before the due date, as extended, for filing the shareholder’s income tax return for the first taxable year to which the election will apply. A shareholder must make a section 1295 election by completing Form 8621, attaching said Form to its federal income tax return, and reflecting in the Form the information provided in the PFIC Annual Information Statement, or if the shareholder calculated the financial information, a statement to that effect. The PFIC Annual Information Statement must include the shareholder’s pro-rata shares of the ordinary earnings and net capital gain of the PFIC for the PFIC’s taxable year or information that will enable the shareholder to calculate its pro-rata shares. In addition, the PFIC Annual Information Statement must contain information about distributions to shareholders and a statement that the PFIC will permit the shareholder to inspect and copy its permanent books of account, records, and other documents of the PFIC necessary to determine that the ordinary earnings and net capital gain of the PFIC have been calculated according to federal income tax accounting principles. A shareholder may also obtain the books, records and other documents of the foreign corporation necessary for the shareholder to determine the correct earnings and profits and net capital gain of the PFIC according to federal income tax principles and calculate the shareholder’s pro-rata shares of the PFIC’s ordinary earnings and net capital gain. In that case, the PFIC must include a statement in its PFIC Annual Information Statement that it has permitted the shareholder to examine the PFIC’s books of account, records, and other documents necessary for the shareholder to calculate the amounts of ordinary earnings and net capital gain. A shareholder that makes a Section 1295 election with respect to a PFIC held directly or indirectly for each taxable year to which the Section 1295 election applies must comply with the foregoing submissions.

Because the Company’s stock is "marketable" under section 1296(e), a U.S. Investor may elect to mark the stock to market each year. In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a PFIC includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the taxable year over the shareholder’s adjusted basis in such stock. A shareholder is also generally allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over the fair market value as of the close of the taxable year. Deductions under this rule, however, are allowable only to the extent of any net mark to market gains with respect to the stock included by the shareholder for prior taxable years. While the interest charge regime under the PFIC rules generally does not apply to distributions from and dispositions of stock of a PFIC where the U.S. Investor has marked to market, coordination rules for limited application will apply in the case of a U.S. Investor that marks to market PFIC stock later than the beginning of the shareholder's holding period for the PFIC stock.

Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess distributions by a PFIC or inclusions under a QEF.

Controlled Foreign Corporations

Sections 951 through 964 and Section 1248 of the Internal Revenue Code, referred to as the "Code", relate to controlled foreign corporations, referred to as "CFCs". A foreign corporation that qualifies as a CFC will not be treated as a PFIC with respect to a shareholder during the portion of the shareholder’s holding period after December 31, 1997, during which the shareholder is a 10% United States shareholder and the corporation is a CFC. The PFIC provisions continue to apply in the case of a PFIC that is also a CFC with respect to shareholders that are less than 10% United States shareholders.

The 10% United States shareholders of a CFC are subject to current U.S. tax on their pro-rata shares of certain income of the CFC and their pro-rata shares of the CFC’s earnings invested in certain U.S. property. The effect is that the CFC provisions may impute some portion of such a corporation’s undistributed income to certain shareholders on a current basis and convert into dividend income some portion of gains on dispositions of stock, which would otherwise qualify for capital gains treatment.

We do not believe the Company will be a CFC. It is possible that the Company could become a CFC in the future. Even if the Company were classified as a CFC in a future year, however, the CFC rules referred to above would apply only with respect to 10% shareholders.

Personal Holding Company/Foreign Personal Holding Company/Foreign Investment Company

A corporation will be classified as a personal holding company, or a "PHC", if at any time during the last half of a tax year (i) five or fewer individuals (without regard to their citizenship or residence) directly or indirectly or by attribution own more than 50% in value of the corporation’s stock and (ii) at least 60% of its ordinary gross income, as specially adjusted, consists of personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income). A PHC is subject to a United States federal income tax of 39.6% on its undistributed personal holding company income (generally limited, in the case of a foreign corporation, to United States source income).

A corporation will be classified as a foreign personal holding company, or an "FPHC", and not a PHC if at any time during a tax year (i) five or fewer individual United States citizens or residents directly or indirectly or by attribution own more than 50% of the total combined voting power or value of the corporation’s stock and (ii) at least 60% of its gross income consists of foreign personal holding company income (defined generally to include dividends, interest, royalties, rents and certain other types of passive income). Each United States shareholder in a FPHC is required to include in gross income, as a dividend, an allocable share of the FPHC’s undistributed foreign personal holding company income (generally the taxable income of the FPHC, as specially adjusted).

A corporation will be classified as a foreign investment company, or an "FIC", if for any taxable year it: (i) is registered under the Investment Company Act of 1940, as amended, as a management company or share investment trust or is engaged primarily in the business of investing or trading in securities or commodities (or any interest therein); and (ii) 50% or more of the value or the total combined voting power of all the corporation’s stock is owned directly or indirectly (including stock owned through the application of attribution rules) by United States persons. In general, unless an FIC elects to distribute 90% or more of its taxable income (determined under United States tax principles as specially adjusted) to its shareholders, gain on the sale or exchange of FIC stock is treated as ordinary income (rather than capital gain) to the extent of such shareholder’s ratable share of the corporation's earnings and profits for the period during which such stock was held.

The Company believes that it is not and will not be a PHC, FPHC or FIC. However, no assurance can be given as to the Company’s future status.

U.S. Information Reporting and Backup Withholding

Dividends are generally subject to the information reporting requirements of the Code. Dividends may be subject to backup withholding at the rate of 31% unless the holder provides a taxpayer identification number on a properly completed Form W-9 or otherwise establishes an exemption.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the United States Investor's federal income tax liability.

Filing of Information Returns

Under a number of circumstances, a United States Investor acquiring shares of the Company may be required to file an information return. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply and United States Investors should consult their own tax advisors concerning these requirements.

F.	Dividends and Paying Agents

Not Applicable.

G.	Statement by Experts

Not Applicable.

H.	Documents on Display

The Company files annual reports and furnishes other information with the SEC. You may read and copy any document that we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commission’s website (http://www.sec.gov). The Company also files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).

Copies of the Company’s material contracts are kept in the Company’s administrative headquarters.

I.	Subsidiary Information

None.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

As the Company is a small business issuer, this section is inapplicable.

Item 12. Description of Securities Other than Equity Securities

Not Applicable.

Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting, or causing them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP. The Company assessed the design of the internal controls over financial reporting as at January 31, 2007 and concluded that there are material weaknesses in internal controls over financial reporting, which are as follows:

Due to the limited number of staff resources, the Company believes there are instances where a lack of segregation of duties exist to provide effective controls; and

Due to the limited number of staff resources, the Company may not have the necessary in-house knowledge to address complex accounting and tax issues that may arise.

The weaknesses and their related risks are not uncommon in a company the size of Levon because of limitations in size and number of staff. The Company believes it has taken initial steps to mitigate these risks by consulting outside advisors and involving the Audit Committee and Board of Directors in reviews and consultations where necessary. However, these weaknesses in internal controls over financial reporting could result in a more than remote likelihood that a material misstatement would not be prevented or detected. The Company believes that it must take additional steps to further mitigate these risks by consulting outside advisors on a more regular and timely basis.

There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

The board of directors determined that William Love is qualified as an “audit committee financial expert as defined in Item 16A of Form 20-F under the exchange Act, and that Mr. Love is independent as per the applicable rules promulgated by the SEC.

Item 16B. Code of Ethics

The Company has not currently adopted a code of ethics but is evaluating its internal procedures to determine the necessity of it. In the event that it is determined that a code of ethics is necessary, an appropriate code will be implemented.

Item 16C. Principal Accountant Fees and Services

The independent auditor for the last three fiscal years was Smythe Ratcliffe, Chartered Accountants.

Audit Fees

The aggregate fees billed by the Company’s independent auditors for professional services rendered for the audit of the Company’s annual financial statements on Form 20-F for the fiscal year ended March 31, 2007 was $19,500, and March 31, 2006 was $15,000.

Audit-Related Fees

The aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended March 31, 2007 was $Nil and March 31, 2006 was $3,800.

Tax Fees

The aggregate fees billed for tax compliance, tax advice and tax planning rendered by our independent auditors for the fiscal year ended March 31, 2007 was $Nil and March 31, 2006 was $Nil. The services comprising these fees include compliance service with respect to Canadian filings and lend assistance to U.S. tax prepares.

All Other Fees

Other than referred to above, the aggregate fees billed for any other professional services rendered by our independent auditors for the fiscal year ended March 31, 2007 was $6,300 and March 31, 2006 was $Nil.

The audit committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2006. The audit committee pre-approves all non-audit services to be performed by the auditor in accordance with the audit committee Charter. There were no hours expended on the principal accountant's engagement to audit the Company's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Part III

Item 17. Financial Statements

The following Financial Statements pertaining to the Company are filed as part of this annual report:

Auditors Report.

Balance Sheets

Statements of Operations and Deficit

Statements of Cash Flows

Notes to Financial Statements

55 thru 77

Item 18. Financial Statements

See Item 17.

Item 19. Exhibits

Exhibit Number

Name

1.1

Memorandum of Levon Resources Ltd. *

1.2

Articles of Levon Resources Ltd. *

12.1

Certification of the Principal Executive Officer under the Sarbanes-Oxley Act.

12.2

Certification of the Principal Financial Officer under the Sarbanes-Oxley Act.

13.1

Certificate under section 906 Principal Executive Officer

13.2

Certificate under section 906 Principal Financial Officer

* Previously filed

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated: October 15, 2007

LEVON RESOURCES LTD.

By: /s/ Ron Tremblay

Ron Tremblay, President

(Principal Executive Officer)

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Financial Statements

March 31, 2007, 2006 and 2005

(Canadian Dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The financial statements of Levon Resources Ltd. are the responsibility of the Company’s management. The financial statements are prepared in accordance with accounting principles generally accepted in Canada and reflect management’s best current estimates.

Management has developed and maintains a system of internal control to ensure that the Company’s assets are protected from loss or improper use, transactions are authorized and properly recorded and financial records are reliable.

The Board of Directors carries out its responsibilities for these financial statements principally through its Audit Committee. The Audit Committee meets periodically with management and the auditors to review the financial statements and the results of audit examinations.

Smythe Ratcliffe LLP, Chartered Accountants, have audited the financial statements and their report outlines the scope of their examination and gives their opinion on the financial statements.

“Louis Wolfin”

.............................................

Louis Wolfin, Director

Vancouver, British Columbia

July 27, 2007

AUDITORS' REPORT

TO THE SHAREHOLDERS OF LEVON RESOURCES LTD.

We have audited the balance sheets of Levon Resources Ltd. as at March 31, 2007 and 2006 and the statements of operations and deficit and cash flows for the years ended March 31, 2007, 2006 and 2005. 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 auditing standards generally accepted in Canada and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. 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.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2007 and 2006 and the results of its operations and its cash flows for the years ended March 31, 2007, 2006 and 2005 in accordance with Canadian generally accepted accounting principles. Accounting principles generally accepted in Canada differ in certain significant respects from accounting principles generally accepted in the United States of America and are discussed in note 15 to these financial statements.

“Smythe Ratcliffe LLP” (signed)

Chartered Accountants

Vancouver, Canada

July 27, 2007

COMMENTS BY AUDITORS FOR US READERS

In the United States, reporting standards of the Public Company Accounting Oversight Board for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going-concern, such as described in note 1 to the financial statements. Our report to the shareholders dated July 27, 2007, is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

“Smythe Ratcliffe LLP” (signed)

Chartered Accountants

Vancouver, Canada

July 27, 2007

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Balance Sheets

March 31

(Canadian Dollars)

	2007	2006

ASSETS
Current
Cash	$ 628,599	$ 734,523
Accounts receivable and prepaid expenses	26,562	60,090
Investments (note 5)	29,473	39,452
Due from related party (note 11)	12,391	94,153

	697,025	928,218
Security Deposits (note 6)	34,117	45,912
Investment in and Expenditures on Resource Properties (note 7)	1,012,187	549,051
Office Equipment (note 9)	4,302	2,938

	$ 1,747,631	$ 1,526,119

LIABILITIES
Current
Accounts payable and accrued liabilities	$ 59,465	$ 77,202
Due to related parties (note 11)	103,964	238,286

	163,429	315,488


SHAREHOLDERS’ EQUITY
Capital Stock (note 10)	22,160,953	20,883,010
Subscription Receivable	-	(10,000)
Paid Share Subscriptions	-	805,253
Contributed Surplus (note 10(g))	319,015	191,315
Deficit	(20,895,766)	(20,658,947)

	1,584,202	1,210,631

	$ 1,747,631	$ 1,526,119

Nature of Operations and Basis of Presentation (note 1)

Commitment (note 14)

Approved on behalf of the Board:

“Louis Wolfin”

......................................................... Director

Louis Wolfin

“Ron Tremblay”

......................................................... Director

Ron Tremblay

See notes to financial statements.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Statements of Operations and Deficit

Years Ended March 31

(Canadian Dollars)

	2007	2006	2005

Expenses
Consulting and management fees	$ 71,305	$ 60,000	$ 30,000
Compliance listings and transfer agent fees	33,586	25,296	27,873
Corporate and administrative services	26,000	26,300	18,000
General exploration	14,577	-	-
Office occupancy and miscellaneous	44,246	79,021	28,950
Professional fees	42,915	45,448	19,751
Salaries and benefits	24,584	33,618	24,237
Shareholder relations and promotion	48,141	17,753	9,876
Stock-based compensation	96,000	191,315	-
Travel and automotive	27,176	4,715	5,092

Loss Before Other Items	(428,530)	(483,466)	(163,779)

Other Items
Recovery of mineral property costs	3,712	45,664	6,428
Interest income	14,071	11,466	421
Write-down of investments	(9,979)	-	-
Write-off of property and equipment	-	-	(6,700)
Write-down of investment in and expenditures on resource properties	-	(3,656)	-

Loss Before Income Tax Recovery	(420,726)	(429,992)	(163,630)

Income tax recovery	183,907	-	101,475

Net Loss for Year	(236,819)	(429,992)	(62,155)

Deficit, Beginning of Year, as Previously Reported	(20,629,388)	(20,228,955)	(20,166,800)

Prior period adjustment (note 4)	(29,559)	-	-

As Restated, Beginning of Year	(20,658,947)	(20,228,955)	(20,166,800)

Deficit, End of Year	$ (20,895,766)	$ (20,658,947)	$(20,228,955)

Loss Per Share	$(0.01)	$(0.02)	$(0.00)

Weighted Average Number of Common Shares Outstanding	37,710,637	25,965,033	21,838,576

See notes to financial statements.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Statements of Cash Flows

March 31

(Canadian Dollars)

	2007	2006	2005

Operating Activities
Net loss	$ (236,819)	$ (429,992)	$ (62,155)
Items not involving cash
Amortization	805	786	3,747
Write-down of investments	9,979	-	-
Write-down of investment in and expenditures on resource properties	-	3,656	-
Write-off of property and equipment	-	-	6,700
Stock-based compensation	131,300	191,315	-
Income tax recovery on flow-through share renunciations	(183,907)	-	(101,475)
Changes in non-cash working capital items
Accounts receivable and prepaid expenses	33,528	(47,642)	(2,883)
Accounts payable and accrued liabilities	(17,737)	(20,822)	26,303
Due to (from) related parties	(52,560)	78,148	(94,768)

Cash Used in Operating Activities	(315,411)	(224,551)	(224,531)

Investing Activities
Investment in and expenditures on resource properties	(463,136)	(102,598)	(284,187)
Purchase of equipment	(2,169)	(1,364)	-
Security deposits	11,795	6,048	1,509

Cash Used in Investing Activities	(453,510)	(97,914)	(282,678)

Financing Activities
Issue of capital stock for cash, net of issue costs	662,997	-	494,880
Share subscriptions received	-	805,253	-

Cash Provided by Financing Activities	662,997	805,253	494,880

Inflow (Outflow) of Cash	(105,924)	482,788	(12,329)

Cash, Beginning of Year	734,523	251,735	264,064

Cash, End of Year	$ 628,599	$ 734,523	$ 251,735

Supplemental Cash Flow Information
Shares issued as finders’ fee	$ -	$ -	$ 14,900
Shares issued for debt settlement	$ -	$ 152,686	$ -
Interest paid	$ -	$ -	$ -

See notes to financial statements.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

1.	NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Levon Resources Ltd. (the “Company”) was incorporated under the laws of British Columbia on April 9, 1965. It is an exploration stage public company whose principal business activities are the exploration for and development of natural resource properties. There have been no significant revenues generated from these activities to date.

The Company is in the process of exploring and developing its resource properties and has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves in its mineral properties, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company's interest in the underlying mineral claims and leases, and upon future profitable production or sufficient proceeds from the disposition of its mineral properties.

These financial statements have been prepared based on accounting principles applicable to a going-concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. At March 31, 2007, the Company had working capital of $533,596, which may not be sufficient to achieve its planned business objectives. The ability of the Company to fund its commitments and ongoing operations is dependent upon the ability of the Company to obtain additional equity financing to complete the exploration and development of its mineral properties and, ultimately, the attainment of profitable operations. Failure to continue as a going-concern would require restatement of assets and liabilities on a liquidation basis, which would differ materially from the going-concern basis.

Certain comparative balances have been reclassified to conform to current year accounting policies and financial statement presentation.

2.	SIGNIFICANT ACCOUNTING POLICIES

(a)

Investments

Investments are recorded at the lower of their written down value and market on an individual investment basis.

(b)

Investment in and expenditures on resource properties

The Company capitalizes the cost of acquiring, maintaining its interest, exploring and developing mineral properties until such time as the properties are placed into production, abandoned, sold or considered to be impaired in value. Costs of producing properties will be amortized on a unit-of-production basis and costs of abandoned properties are written-off. Proceeds received on the sale of interests in mineral properties are credited to the carrying value of the mineral properties with any excess included in operations. Write-downs due to impairment in value are charged to operations.

The Company is in the process of exploring and developing its mineral properties and has not yet determined the amount of reserves available. Management reviews the carrying value of mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results, the prospect of further work being carried out by the Company, the assessment of future probability of profitable revenues from the property or from the sale of the property. Amounts shown for properties represent costs incurred net of write-downs and recoveries, and are not intended to represent present or future values.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c)

Amortization

Amortization is calculated on a declining-balance basis at the following annual rate:

Furniture and equipment

- 20%

(d)

Income taxes

Income taxes are calculated using the asset and liability method of tax accounting. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax assets or liabilities. Future income tax assets or liabilities are calculated using tax rates anticipated to apply in the periods that the temporary differences are expected to reverse. A valuation allowance is provided to reduce the asset to the net amount management estimates to be reasonable to carry as a future income tax asset.

(e)

Loss per share

Loss per share computations are based on the weighted average number of common shares outstanding during the year. Diluted loss per share has not been presented separately as the outstanding stock options and warrants are anti-dilutive.

(f)

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the recoverability of mineral property interests, the assumptions used in the determination of the fair value of stock-based compensation and the determination of the valuation allowance for future income taxes. Although management believes its estimates are reasonable, actual results could differ from those estimates and would impact future results of operations and cash flows.

(g)

Stock-based compensation

The Company follows the recommendations of the Canadian Institute of Chartered Accountants’ (“CICA”) Handbook Section 3870, “Stock-Based Compensation and Other Stock-Based Payments”, for accounting for stock-based compensation expense whereby all stock-based payments to directors, employees and non-employees, including awards that are direct awards of stock, call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments, granted on or after January 1, 2004, are accounted for using the fair value based method, and are recorded as an expense over the vesting period, and a corresponding increase in contributed surplus. When stock options are exercised, the corresponding fair value is transferred to capital stock.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h)

Asset retirement obligation

Section 3110 of the CICA Handbook requires companies to recognize an estimate of the liability associated with an asset retirement obligation (“ARO”) in the financial statements at the time the liability is incurred. The estimated fair value of the ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The capitalized amount is depleted on a unit-of-production basis over the life of the proved reserves. The liability amount is increased each reporting period due to the passage of time and the amount of accretion is charged to earnings in the period. The ARO can also increase or decrease due to changes in the estimates of timing of cash flows or changes in the original estimated undiscounted cost. Actual costs incurred upon settlement of the ARO are charged against the ARO to the extent of the liability recorded. Amounts are recorded once they become known or can be readily estimated.

(i)

Flow-through shares

The resource expenditure deductions for income tax purposes related to exploratory and development activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian income tax legislation. The estimated tax benefits transferred to shareholders are recorded as a future income tax liability and a reduction to capital stock at the time of renunciation.

3.	FINANCIAL INSTRUMENTS

(a)

Fair value

The carrying values of cash, accounts receivable and prepaid expenses, security deposits, accounts payable and accrued liabilities, and amounts due to or from related parties approximate their fair values because of the short-term maturity of these financial instruments.

The fair values of investments as determined by approximate quoted market values are disclosed in note 5.

(b)

Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities.

(c)

Credit risk

The Company's financial assets that are exposed to credit risk consist primarily of cash, security deposits and accounts receivable. Cash and security deposits are placed with well capitalized, high quality financial institutions.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

4.	PRIOR PERIOD ADJUSTMENT

During the year ended March 31, 2007, the Company discovered that there were general and administrative expenses totalling $29,559 that were not recorded in prior periods. The financial statements have been retroactively adjusted to reflect this error.

5.	INVESTMENTS

	2007		2006
	Number		Number
	of shares	Amount	of shares	Amount

Mill Bay Ventures Inc.
(market $27,918, 2006 - $48,857)	348,978	$ 27,918	348,978	$ 37,897

Avino Silver & Gold Mines Ltd.
(market $9,408, 2006 - $16,800)	4,200	1,554	4,200	1,554

Omega Equities Corp.
at nominal value	57,000	1	57,000	1
	410,178	$ 29,473	410,178	$ 39,452

Avino Silver & Gold Mines Ltd. and Mill Bay Ventures Inc. (“Mill Bay”) have common directors with the Company.

As at March 31, 2007, the market value of the Mill Bay securities was less than the book value therefore a write-down of $9,979 was recorded.

6.	SECURITY DEPOSITS

The security deposits are held by the Company's banks as a condition of various reclamation permits. It is management’s opinion that ARO cannot be determined at this time and therefore no liabilities have been recorded (note 8).

7.	INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES

		Gold		Ruf and
	Congress	Bridge	Eagle	Norma Sass	Wayside	Total
	(note 7(a))	(note 7(b))	(note 7(c))	(note 7(d))	(note 7(e))

Balance, March 31, 2005	$ 87,903	$ 209,516	$ 1	$ 2	$ 1	$ 297,423
Deferred exploration costs
Administration	(2,700)	-	-	-	-	(2,700)
Assays	4,975	233	-	-	2,876	8,084
Assessment and filing fees	1,525	577	-	-	-	2,102
Consulting	10,733	491	-	-	-	11,224
Drafting and mapping	4,936	-	-	-	-	4,936
Drilling	114,853	1,739	-	-	-	116,592
Equipment rental	24,701	10,142	-	-	-	34,843
Fuel	1,325	-	-	-	-	1,325
Geological and management services	20,022	2,822	-	-	2,257	25,101
Meals and accommodation	550	-	-	-	-	550
Metallurgical testing	4,879	-	-	-	-	4,879
Mobilization and demobilization	4,087	-	-	-	-	4,087
Permits	1,085	-	-	-	-	1,085
Trenching	22,709	6,105	-	-	3,855	32,669
Wages and benefits	4,290	2,461	-	-	100	6,851

Balance, March 31, 2006	$ 305,873	$ 234,086	$ 1	$ 2	$ 9,089	$ 549,051

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

7. INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES (Continued)

		Gold		Ruf and
	Congress	Bridge	Eagle	Norma Sass	Wayside	Total
	(note 7(a))	(note 7(b))	(note 7(c))	(note 7(d))	(note 7(e))

Balance, March 31, 2006	$ 305,873	$ 234,086	$ 1	$ 2	$ 9,089	$ 549,051
Deferred exploration costs
Assays	5,118	5,582	-	-	-	10,700
Assessment, permits and filing fees	2,981	488	-	-	-	3,469
Consulting	18,469	5,894	-	-	-	24,363
Drafting and mapping	6,892	-	-	-	-	6,892
Drilling	356,481	-	-	-	-	356,481
Equipment rental	2,090	-	-	-	-	2,090
Fuel	6,543	-	-	-	-	6,543
Geological and management services	39,928	2,769	-	-	-	42,697
Metallurgical testing	3,168	-	-	-	-	3,168
Prospecting	6,733	-	-	-	-	6,733

Balance, March 31, 2007	$ 754,276	$ 248,819	$ 1	$ 2	$ 9,089	$ 1,012,187

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

7.	INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES (Continued)

(a)

Congress claims

The Company owns a 50% leasehold interest in 45 claims in the Lillooet Mining Division, British Columbia. The mineral claims were purchased from a company with common directors.

The Congress claims are subject to a Joint Venture Agreement dated February 25, 1983 between the Company and Veronex Resources Ltd. (“Veronex”). Veronex has earned a 50% net interest in the claims, net of a 5% net smelter royalty held by the Company, by expending $1,000,000 in a prior year. All subsequent expenditures are to be contributed equally by the Company and Veronex.

(b)

Gold Bridge claims (BRX Project)

The Company owns a 50% interest in 74 mineral claims in the Gold Bridge area, Lillooet Mining Division, British Columbia. In 2002, the Company wrote-down the expenditures related to the claims resulting in a charge of $118,179 to operations. The claims remain in good standing until December 2008.

On December 17, 2002, the Company entered into an option agreement whereby Mill Bay, a company related by common directors, could acquire an undivided 50% interest in the Gold Bridge claims as follows:

(i)

Incur $100,000 of expenditures on the property, and issue 100,000 common shares of Mill Bay to the Company on or before December 17, 2003 (done);

(ii)

Incur an additional $100,000 of expenditures on the property, and issue another 100,000 common shares of Mill Bay to the Company on or before December 17, 2004 (done); and

(iii)

Incur an additional $100,000 of expenditures on the property, and issue another 100,000 common shares of Mill Bay to the Company on or before December 17, 2005 (done).

On September 1, 2003, the option agreement was amended such that the $100,000 in expenditures and the 100,000 common shares due on or before December 17, 2003 was deferred until December 17, 2004. The Company received the shares during fiscal 2006 and Mill Bay incurred the required exploration on the property to earn the 50% interest in the property.

During fiscal 2006, exploration activities recommenced.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

7. INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES (Continued)

(c)

Eagle claims

The Company holds a 50% interest in 26 lode-mining claims located in Lander County, Nevada. The claims are subject to a 3% net smelter return royalty. The Company has no current plan to further explore or incur additional expenditures on this property beyond the minimum requirement to maintain the claims in good standing.

(d)

Ruf and Norma Sass properties

In 2003, the Company acquired from Coral Resource Inc. (“Coral”) an undivided one-third interest in 54 mineral claims known as the Ruf and Norma Sass properties located in Lander County, Nevada (the “Property”) in consideration of cash payments to Coral of $350,292 (paid) and 300,000 common shares (issued) of the Company. The property is subject to a 3% net smelter royalty with Coral to a maximum of $1,250,000.

During fiscal 2005, Coral and the Company (collectively, the “Companies”) entered into an Agreement with Agnico-Eagle Mines Ltd. (“AGE”) wherein the Companies granted AGE an option to purchase 100% interest in the property subject to a 2.5% royalty to the Companies in consideration of the following minimum advance royalty payments (in US dollars) and minimum work commitments:

Execution of the Agreement (October 12, 2004)

25,000

13,000 feet of drilling

First anniversary

30,000

15,000 feet of drilling

Second anniversary

50,000

17,000 feet of drilling

Third anniversary

75,000

Fourth anniversary

75,000

Fifth anniversary

150,000

Under the terms of the Agreement, 13,000 feet of exploration drilling was completed. The initial and first anniversary advance royalty payments have been received. During fiscal 2007 and prior to the second anniversary of the agreement, AGE decided not to commit to a further 15,000 feet of drilling or pay the $50,000 royalty payment, thereby terminating the agreement.

(e)

Wayside claims

The Company owns 24 mineral claims in the Lillooet Mining Division, British Columbia. In 2002, the Company wrote-down the expenditures related to the claims resulting in a charge to operations of $42,119. During fiscal 2006, with equity funding available, the Company recommenced exploration on the property.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

7. INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES (Continued)

The investment in and expenditures on resource properties comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.

Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by an undetected defect.

8.	ASSET RETIREMENT OBLIGATION

The Company is subject to various regulatory and statutory requirements relating to the protection of the environment. At March 31, 2007, the Company estimates that costs relating to future site restoration and abandonment based on work done to that date will be immaterial. The Company has currently made no provision for site restoration costs or potential environmental liabilities as all properties are still in the exploration stage. Factors such as further exploration, inflation and changes in technology may materially change the cost estimate.

The operations of the Company are complex, and regulations and legislation affecting the Company are continually changing. Although the ultimate impact of these matters on operating results cannot be determined at this time, it could be material for any one-quarter or year.

9.	OFFICE EQUIPMENT

	2007			2006
		Accumulated			Accumulated
	Cost	Amortization	Net	Cost	Amortization	Net

Furniture and equipment	$ 31,337	$ 27,035	$ 4,302	$ 29,168	$ 26,230	$ 2,938

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

10.

CAPITAL STOCK

(a)

Authorized: 100,000,000 common shares without par value

(b)

Issued

	Shares	Amount

Balance, March 31, 2005	25,760,058	$ 20,730,324
Share issuances
For debt at $0.10	1,526,853	152,686

Balance, March 31, 2006	27,286,911	20,883,010
Share issuance
For cash at $0.10 (note 10 (c)(i))	9,550,000	955,000
For cash at $0.10 (note 10 (c)(ii))	3,000,000	300,000
For cash at $0.35 (note 10 (c)(iii))	487,572	170,650
Exercise of warrants	420,000	50,400
Exercise of options	40,000	4,000
Transferred from contributed surplus on exercise of stock options	-	3,600
Share issues costs	-	(21,800)
Income tax recovery on flow-through shares	-	(183,907)

Balance, March 31, 2007	40,784,483	$ 22,160,953

(c)

During 2007, the following private placements occurred:

(i)

The Company issued 9,550,000 units at a price of $0.10 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at a price of $0.12 per share until April 12, 2007 and at $0.15 per share until April 12, 2008. The Company paid finders’ fees of $21,800 in connection with this financing.

(ii)

The Company issued 3,000,000 units at a price of $0.10 per unit. Each unit consists of one flow-through common share and one share purchase warrant entitling the holder to purchase an additional common share at a price of $0.12 per share until November 17, 2007 and at $0.15 per share until November 17, 2008. The renunciation of expenditures related to flow-through shares resulted in an income tax recovery of $183,907 charged to capital stock and a reduction of the tax loss carry-forward benefit, which is reduced to nil by a valuation allowance. The Company paid no finders’ fees in connection with this financing.

(iii)

The Company issued 487,572 units at a price of $0.35 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at a price of $0.40 per share until March 30, 2008. The Company paid no finders’ fees in connection with this financing.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

10. CAPITAL STOCK (Continued)

(d)

Shares for debt

During the year ended March 31, 2006, the Company entered into shares for debt agreements with two related parties. The Agreements provided for the issuance of 1,526,851 common shares (issued) at a deemed value of $0.10 per share in settlement of $152,685 of debts.

(e)

Stock options

The Company established a stock option plan in 2004, under which it may grant stock options totaling in aggregate up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to regular employees and persons providing investor-relation or consulting services up to a limit of 5% and 2%, respectively, of the Company’s total number of issued and outstanding shares per year. The stock options are fully vestable on the date of grant, except those issued to persons providing investor-relation services, which vest over a period of one year. The option price must be greater or equal to the discounted market price on the grant date and the option expiry date cannot exceed five years after the grant date.

Details of the status of the Company's stock options as at March 31, 2007 and 2006 and changes during the years then ended are as follows:

	2007		2006
		Weighted		Weighted
		Average		Average
	Number	Exercise	Number	Exercise
	of Shares	Price	of Shares	Price

Options, beginning of year	2,305,000	$ 0.10	-	-
Granted	1,525,000	$ 0.19	2,305,000	$ 0.10
Exercised	(40,000)	$ 0.10	-	-
Cancelled	(355,000)	$ 0.12	-	-

Options outstanding and exercisable,
end of year	3,435,000	$ 0.14	2,305,000	$ 0.10

The Company applies the fair value method using the Black-Scholes option pricing model in accounting for options. During the year ended March 31, 2007, 1,525,000 (2006 - 2,305,000) options were granted, which resulted in a charge to operations totaling $96,000 (2006 - $191,315).

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

10.

CAPITAL STOCK (Continued)

(e)

Stock options (Continued)

The fair value of each option granted is calculated using the following weighted average assumptions:

	2007	2006

Expected life (years)	3	3
Interest rate	3.65%	3.00%
Volatility	72.34%	119.00%
Dividend yield	0.00%	0.00%

As at March 31, 2007 and 2006, the following share purchase options were outstanding:

	Exercise	Number of Options
Expiry Date	Price	2007	2006

April 5, 2010	$0.10	1,985,000	2,305,000
April 25, 2011	$0.21	925,000	-
October 2, 2011	$0.10	275,000	-
January 26, 2012	$0.18	250,000	-

		3,435,000	2,305,000

(f)

Share purchase warrants

A summary of the status of share purchase warrants as of March 31, 2007 and 2006 and changes during the years ended on those dates is presented below:

	2007		2006
		Weighted		Weighted
		Average		Average
	Number	Exercise	Number	Exercise
	of Shares	Price	of Shares	Price

Warrants outstanding and exercisable, beginning of year	5,200,000	$0.42	5,200,000	$0.15
Issued	13,037,572	$0.13	-	-
Exercised	(420,000)	$0.12	-	-
Expired	(5,200,000)	$0.15	-	-

Warrants outstanding and exercisable, end of year	12,617,572	$0.13	5,200,000	$0.42

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

10. CAPITAL STOCK (Continued)

(f)

Share purchase warrants (Continued)

As at March 31, 2007 and 2006, the following share purchase warrants were outstanding:

	Exercise	Number of Warrants
Expiry Date	Price	2007	2006

December 31, 2006	$0.15	-	5,200,000
April 12, 2007/2008	$0.12/$0.15	9,130,000	-
November 17, 2007/2008	$0.12/$0.15	3,000,000	-
March 30, 2008	$0.40	487,572	-

		12,617,572	5,200,000

(g)

Contributed surplus

Contributed surplus increased in connection with the recognition of compensation cost relating to stock options. Contributed surplus is decreased when those stock options are exercised:

	2007	2006

Contributed surplus, beginning of year	$ 191,315	$ -
Value of stock options granted during the year	96,000	191,315
Value of stock options issued for services	35,300	-
Value of stock options exercised	(3,600)	-

Contributed surplus, end of year	$ 319,015	$ 191,315

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

11.

RELATED PARTY TRANSACTIONS

During the fiscal year ended March 31, 2007:

(a)

$26,000 (2006 - $26,300; 2005 - $18,172) was paid for accounting and corporate services to a private company owned by a former director and former secretary of the Company;

(b)

$104,697 (2006 - $59,540; 2005 - $65,988) was charged for office, occupancy and miscellaneous costs and salaries, and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors;

(c)

$348,403 (2006 - $114,854; 2005 - $Nil) was charged to the Company for drilling services from ABC Drilling Services Inc. (“ABC Drilling”), a private drilling company with common management;

(d)

$29,706 (2006 - $6,524; 2005 - $1,520) was charged to the Company for exploration services from Bralorne Gold Mines Ltd., a public company with common directors and management;

(e)

$13,930 (2006 - $30,000; 2005 - $15,000) was paid for consulting services to a private company controlled by a director of a related company;

(f)

$12,500 (2006 - $Nil; 2005 - $Nil) was paid for management fees to a private company controlled by a director and officer of the Company; and

(g)

$15,000 (2006 - $30,000; 2005 - $15,000) was paid for management fees to a private company controlled by a director and officer of the Company.

The Company takes part in a cost-sharing arrangement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses. The agreement may be terminated with one-month’s notice by either party.

The amount due from a related party consists of $12,391 (2006 - $94,153) owing from ABC Drilling, which is the balance of an advance towards drilling services to be provided. Amounts due are without stated terms of interest or repayment.

Amounts due to related parties include $32,256 (2006 - $115,719) owed to Oniva, $68,069 (2006 - $61,317) owed to two public companies related by way of common directors, and $3,639 (2006 - $61,250) owed to three private companies controlled by directors of the Company. Amounts due are without stated terms of interest or repayment.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

12.

INCOME TAXES

The components of income taxes are as follows:

	2007	2006

Future income taxes
Non-capital loss carry-forwards for Canadian income tax purposes	$ 7,991,000	$ 8,060,000
Excess of undepreciated capital cost over net book value of fixed assets	478,000	354,000
Exploration expenditures for Canadian purposes
Unused earned depletion base	675,000	675,000
Unused cumulative Canadian exploration expenses	2,901,000	2,976,000
Unused cumulative Canadian development expenses	2,127,000	2,127,000
Unused cumulative foreign exploration and development expenses	707,000	707,000

	14,879,000	14,899,000
Approximate Canadian tax rate	34.12%	34.12%

	5,076,715	5,083,539
Valuation allowance	(5,076,715)	(5,083,539)

	$ -	$ -

The valuation allowance reflects the Company's estimate that the tax assets, more likely than not, will not be realized.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

12. INCOME TAXES (Continued)

The non-capital losses that may be carried forward to apply against future years' income for Canadian income tax purposes will expire as follows:

Available to	Amount

2008	$ 122,000
2009	129,000
2010	111,000
2011	118,000
2015	174,000
2016	6,926,000
2027	257,000
2028	154,000

	$ 7,991,000

The reconciliation of income tax provision computed at statutory rates to the reported income tax provision is as follows:

	2007	2006

	34.12%	34.12%

Income tax benefit computed at Canadian statutory rates	$ (80,803)	$ (136,628)
Permanent differences	32,983	64,458
Temporary differences not recognized in year	(3,394)	(5,824)
Unrecognized tax losses	(132,693)	77,994

Income tax provision (recovery)	$ (183,907)	$ -

Cash, exploration funds

Flow-through shares are issued by a company that incurs certain resource expenditures and renounces them for tax purposes allowing the expenditures to flow-through to the subscriber who purchased the shares. Subscribers may in turn claim expenditures as a deduction on their personal or corporate tax returns.

The total amount of funds raised through the issuance of flow-through shares must be spent on qualified mineral exploration and are restricted to Canadian Exploration Expenditures (“CEE”) under Canadian income tax legislation.

During fiscal 2007, the Company raised $297,000 from the issue of flow-through shares and has renounced this amount to the purchasers. As at March 31, 2007, the amount of flow-through proceeds remaining to be expended by the Company on CEE is approximately $96,132.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

13.

SEGMENTED INFORMATION

The Company’s operations are limited to one industry segment, being the acquisition, exploration and development of mineral properties. Specific information pertaining to the Company’s mineral properties is disclosed in note 7.

14.

COMMITMENT

On November 9, 2006, the Company entered into a corporate communications services agreement with Investor Relations Group Inc., a European communications firm, to provide investor communication services in Europe. The Company has agreed to pay $2,000 per month plus expenses for an initial term of 12 months, which may be extended for a further period.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

15.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)

(a)

Recent US accounting pronouncements

(i)

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end balance sheet, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

(ii)

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

(iii)

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified balance sheet as well as on derecognition, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

15.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)
(Continued)

(a)

Recent US accounting pronouncements (Continued)

(iv)

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. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

(v)

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. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

15.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)
(Continued)

(b)

Resource properties

The acquisition in prior years of certain mining claims located in the Lillooet Mining Division, British Columbia, acquired from a director and the acquisition of the Congress 5% net smelter return from companies with common directors are accounted for at cost, being the market value of the shares issued as consideration. Under US GAAP, these acquisitions would have been recorded at the directors’ and related companies’ original cost. If these financial statements were prepared in accordance with US GAAP, capital stock would be reduced by $1,696,550.

Under Canadian GAAP, exploration and development expenditures are capitalized (note 2(b)). Under US GAAP all exploration and development expenditures are charged to expenses when incurred.

Under Canadian tax legislation, the Company can renounce resource expenditures and flow-though expenditures to the shareholders. Under Canadian GAAP, the tax effect on renounced reserve expenditures on flow-through share issuances are treated as share issue costs whereas for US GAAP, this treatment is not allowed.

(c)

Marketable securities

Under Canadian GAAP, marketable securities are stated at the lower of their written down value and market value. . For US GAAP purposes, the Company elected to treat its marketable securities as available for sale securities, unrealized gains and losses are included as part of the comprehensive income, realized gains and losses are recognized in earnings in the period they occur.

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

15.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)
(Continued)

(d)

Reconciliation of total assets, liabilities and shareholders' equity at March 31:

	2007	2006

Total assets for Canadian GAAP	$ 1,747,631	$ 1,526,119
Adjustments to US GAAP
Marketable securities	7,853	26,206
Capitalized mineral expenditures	(1,012,187)	(549,051)
Total assets for US GAAP	$ 743,297	$ 1,003,274

Total liabilities for Canadian GAAP	$ 163,429	$ 315,488
Adjustments to US GAAP	-	-
Total liabilities for US GAAP	$ 163,429	$ 315,488

Total capital stock for Canadian GAAP (note 10(b))	$ 22,160,953	$ 20,883,010
Adjustments to US GAAP
Contributed surplus	319,015	191,315
Congress adjustment (note 15(b))	(1,696,550)	(1,696,550)
Flow-through shares	183,907	-
Total capital stock for US GAAP	$ 20,967,325	$ 19,377,775

Total deficit for Canadian GAAP	$(20,895,766)	$(20,658,947)
Adjustments to US GAAP
Exploration adjustments	(1,012,187)	(549,051)
Congress adjustment (note 15(b))	1,696,550	1,696,550
Flow-through shares	(183,907)	-
Total deficit for US GAAP	$(20,395,310)	$ (19,511,448)

Subscriptions receivable for Canadian and US GAAP	$ -	$ (10,000)

Share subscriptions for Canadian and US GAAP	$ -	$ 805,253

Other comprehensive income per Canadian GAAP	$ -	$ -
Adjustments to US GAAP
Marketable securities adjustments	7,853	26,206
Other comprehensive income per US GAAP	$ 7,853	$ 26,206

Total liabilities, capital stock and shareholders’ deficit for US GAAP	$ 743,297	$ 1,003,274

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

15.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP) (Continued)

(e)

Reconciliation of loss reported in accordance with Canadian GAAP and US GAAP for the years ended March 31:

	2007	2006	2005

Net loss per Canadian GAAP	$ (236,819)	$ (429,992)	$ (62,155)
Adjustments decreasing (increasing) net loss
Flow-through shares	(183,907)	-	-
Exploration and development expenditures for year	(463,136)	(202,308)	(284,187)

Net loss per US GAAP	$ (883,862)	$ (632,300)	$ (346,342)

Net loss per common share Canadian GAAP - Basic	$(0.01)	$(0.02)	$(0.01)

Net loss per common share for US GAAP	$(0.02)	$(0.02)	$(0.01)

Weighted average number of common shares outstanding (Canadian and US GAAP)	37,710,637	25,965,033	21,838,576

(f)

Comprehensive loss for the years ended March 31:

	2007	2006	2005

Net loss per US GAAP	$ (883,862)	$ (632,300)	$ (346,342)
Differences in fair value of marketable securities	(28,331)	22,273	24,318

Comprehensive loss per US GAAP	$ (912,193)	$ (610,027)	$ (322,024)

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended March 31, 2007, 2006 and 2005

(Canadian Dollars)

15.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)
(Continued)

(g)

Statement of cash flows for the years ended March 31:

	2007	2006	2005

Net cash used in operating activities of continuing operations in accordance with Canadian GAAP	$ (315,411)	$ (71,865)	$ (224,531)

Adjustments to net loss involving use of cash
Write-off expenditures on mineral interests	(463,136)	(255,284)	(284,187)

Net cash used in operating activities of continuing operations in accordance with US GAAP	(778,547)	(327,149)	(508,718)

Net cash used in investing activities of continuing operations in accordance with Canadian GAAP	(453,510)	(250,600)	(282,678)

Reclassification of expenditures on mineral property interests	463,136	255,284	284,187

Net cash provided by investing activities of continuing operations in accordance with US GAAP	9,626	4,684	1,509

Net cash flows provided by financing activities of continuing operations in accordance with Canadian and US GAAP	662,997	805,253	494,880

Net increase (decrease) in cash in accordance with Canadian and US GAAP	(105,924)	482,788	(12,329)

Cash, beginning of year in accordance with Canadian and US GAAP	734,523	251,735	264,064

Cash, end of year in accordance with Canadian and US GAAP	$ 628,599	$ 734,523	$ 251,735

16.

SUBSEQUENT EVENTS

(a)

Subsequent to March 31, 2007, there have been 2,485,000 warrants exercised for proceeds of $298,500 and 195,000 stock options exercised for proceeds of $19,500.

(b)

On June 14, 2007, 200,000 stock options were granted to employees and consultants of the Company at a price of $0.35 per share expiring June 14, 2012.