20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

SEC File No. 001-31799

(Mark One)

[   ]   Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

or

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended January 31, 2008

or

[   ]   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________________ to _________________

[   ]   Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of event requiring this shell company report _______________________

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)
(Exact name of registrant as specified in this charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

#203-409 Granville Street, Vancouver
British Columbia, V6C 1T2, Canada
(Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act:

None	None
(Title of each class)	(Name of each exchange
	on which registered)

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

Common Shares Without Par Value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

565,171 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [   ] Yes      [X] No

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      [X] No

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

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 [   ]           Accelerated filer [   ]           Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing

U.S. GAAP [   ]      International Financial Reporting Standards as issued                           Other [X]
by the International Accounting Standards Board [   ]

If “Other” has been checked in response to previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [X]  Item 18 . [   ]   

If this is 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 [X] No

II

TABLE OF CONTENTS

			PAGE
PART I
ITEM 1.	Identity of Directors, Senior Management and Advisors
		1.1 Directors and Senior Management	1
		1.2 Advisors	1
		1.3 Auditor	1
ITEM 2.	Offer Statistics and Expected Timetable		2
ITEM 3.	Key Information
		3.1 Selected Financial Data	2
		3.2 Capitalization and Indebtedness	3
		3.3 Reasons for the Offer and Use of Proceeds	4
		3.4 Risk Factors	4
ITEM 4.	Information on the Company
		4.1 History and Development	8
		4.2 The Dotted Lake Property	10
		4.3 Competition	13
		4.4 Management & Employees	13
		4.5 Environmental Regulations	13
ITEM 5.	Operating and Financial Review and Prospects
		5.1 Results of Operations	15
		5.2 Liquidity and Capital Resources	15
ITEM 6.	Directors, Senior Management and Employees
		6.1 Directors and Senior Management	16
		6.2 Compensation of Directors	17
		6.3 Board Practices	18
		6.4 Employees	19
		6.5 Share Ownership of Directors and Officers	19
ITEM 7.	Major Shareholders and Related Party Transactions
		7.1 Beneficial Ownership	19
		7.2 Related Party Transactions	20
		7.3 Interests of Experts and Counsel	21
ITEM 8.	Financial Information
		8.1 Legal Proceedings	21
		8.2 Significant Changes	22
ITEM 9.	The Offer and Listing
		9.1 Offer and Listing Details	22
ITEM 10.	Additional Information
		10.1 Share Capital	23

III

		10.2 Memorandum and Articles of Association	23
		10.3 Material Contracts	25
		10.4 Exchange Controls and other Limitations Affecting Security Holders	25
		10.5 Canadian Federal Income Tax Consequences to U.S. Investors	25
		10.6 United States Federal Income Tax Consequences to U.S. Investors	26
		10.7 Statements by Experts	30
		10.8 Documents on Display	30
ITEM 11.	Quantitative and Qualitative Disclosures About Market Risk		31
ITEM 12.	Descriptions of Securities Other than Equity Securities
		12.1 Warrants	31
		12.2 Stock Options	31
PART II
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies		32
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		32
ITEM 15.	Controls and Procedures		32
ITEM 16A	Audit Committee Financial Expert		33
ITEM 16B	Code of Ethics		34
ITEM 16C	Public Accountant Fees and Services		35
ITEM 16D	Exemptions from the listing Standards for Audit Committees		35
ITEM 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		35
PART III
ITEM 17.	Financial Statements		35
ITEM 18.	Exhibits		36
SIGNATURE			37

IV

FORWARD-LOOKING STATEMENTS

We caution you that certain important factors (including without limitation those set forth in this Form 20-F) may affect our actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 20-F annual report, or that are otherwise made by or on our behalf. For this purpose, any statements contained in this annual report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “except,” “believe,” “anticipate,” “intend,” “could,” estimate,” or “continue,” or the negative or other variations of comparable terminology, are intended to identify forward-looking statements.

PART I

Item 1.                             Identity of Directors, Senior Management and Advisors

       1.1 Directors and Senior Management:

Linda Smith #203-409 Granville Street, Vancouver British Columbia, V0R 1X0, Canada	President, Chief Executive Officer and Director
Shannon Krell #203-409 Granville Street, Vancouver British Columbia, V0R 1X0, Canada	Director
Darcy Krell #203-409 Granville Street, Vancouver British Columbia, V0R 1X0, Canada	Secretary and Chief Financial Officer

       1.2 Advisors:

Not Applicable

       1.3 Auditor:

Morgan & Company, Chartered Accountants,
Suite 1488 – 700 West Georgia St,
Vancouver BC, V7Y 1A1 Auditor

Our auditors are members in good standing with the Institute of Chartered Accountants of British Columbia and are registered with the Canadian Public Accountability Board (CPAB) and the Public Company Accounting Oversight Board - United States (PCAOB).

Item 2.                             Offer Statistics and Expected Timetable

Not applicable

Item 3.                             Key Information

       3.1               Selected Financial Data

The following tables set forth selected financial data of the Company for the fiscal years ended January 31, 2008, 2007, 2006, 2005 and 2004. We derived all figures from our financial statements, which were audited by our independent auditor. This information should be read in conjunction with our audited financial statements for the fiscal years ended January 31, 2008 and 2007 included in this annual report. Our audited financial statements for the fiscal years ended January 31, 2006, 2005 and 2004 are not included in this annual report.

Our audited financial statements and the table below have been prepared in accordance with accounting principles generally accepted in Canada. A reconciliation to United States generally accepted accounting principles is included in Note 10 of our audited financial statements in this annual report. All amounts are expressed in Canadian dollars.

The first table below presents this financial data for five years in accordance with United States generally accepted accounting principles (“US GAAP”). The second table presents the data in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

US GAAP

	Fiscal Year ended January 31, 2008 (in Cdn$)	Fiscal Year ended January 31, 2007 (in Cdn$)	Fiscal Year ended January 31, 2006 (in Cdn$)	Fiscal Year ended January 31, 2005 (in Cdn$)	Fiscal Year ended January 31, 2004 (in Cdn$)
Net Operating Revenue	Nil	Nil	Nil	Nil	Nil
Loss from operations	($156,658)	($182,422)	($204,612)	($92,349)	($79,684)
Loss per common share	($.28)	($0.32)	($0.36)	($0.16)	($0.14)
Total assets	$23,810	$21,873	$34,856	$170,236	$4,202
Net assets	($1,364,790)	($1,219,708)	($1,025,710)	($821,098)	($877,455)
Long term debt	Nil	Nil	$39,676	Nil	Nil
Cash dividends per share	Nil	Nil	Nil	Nil	Nil
Deficit	($2,489,837)	($2,333,179)	($2,150,757)	($1,946,145)	($1,999,922)
Capital stock	$1,113,471	$1,113,471	$1,113,471	$1,113,471	$ 1,113,471
Weighted average number of common shares	565,171	565,171	565,171	565,171	565,171

2

Canadian GAAP

	Fiscal Year ended January 31, 2008 (in Cdn$)	Fiscal Year ended January 31, 2007 (in Cdn$)	Fiscal Year ended January 31, 2006 (in Cdn$)	Fiscal Year ended January 31, 2005 (in Cdn$)	Fiscal Year ended January 31, 2004 (in Cdn$)
Net Operating Revenue	Nil	Nil	Nil	Nil	Nil
Loss from operations	($156,658)	($182,422)	($138,379)	($92,349)	($79,684)
Loss per common share	($0.28)	($0.32)	($0.24)	($0.16)	($0.14)
Total assets	$90,043	$88,106	$101,089	$170,236	$167,662
Net assets	($1,256,776)	($1,141,899)	($959,477)	($821,098)	($713.995)
Long term debt	Nil	Nil	$39,676	Nil	Nil
Cash dividends per share	Nil	Nil	Nil	Nil	Nil
Deficit	($2,423,604)	($2,266,946)	($2,084,524)	($1,946,145)	($1,853,796)
Capital stock	$1,113,471	$1,113,471	$1,113,471	$1,113,471	$1,113,471
Weighted average number of common shares	565,171	565,171	565,171	565,171	565,171

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On July 21, 2008, the exchange rate in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars was $1.0019. This exchange rate is based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York. For the past five fiscal years ended January 31 and for the six-month period between August 31, 2007 and January 31, 2008, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, calculated in the same manner as mentioned above:

Time Period	Average Exchange Rate for Period
Year ended Jan 31, 2008	$1.0603
Year ended Jan 31, 2007	$1.1357
Year ended Jan 31, 2006	$1.2006
Year ended Jan 31, 2005	$1.2912
Year ended Jan 31, 2004	$1.3422
Time Period	Average Exchange Rate for Period
Month ended January 31, 2008	$1.0099
Month ended December 31, 2007	$1.0021
Month ended November 31, 2007	$0.9661
Month ended October 31, 2007	$0.9751
Month ended September 30, 2007	$1.0252
Month ended August 31, 2007	$1.0579

3

       3.2                             Capitalization and Indebtedness

The following table sets forth our indebtedness and capitalization as at January 31, 2008:

	US GAAP	Canadian GAAP
Indebtedness
Short term debt (unsecured and not guaranteed)	$1,388,600	$1,346,819
Long term debt	$Nil	$Nil
Total	$1,388,600	$1, 346,819
Shareholders’ Deficiency
Common shares and equity component of convertible note	$1,113,471	$1,155,252
APIC/ Contributed surplus	$11,576	$11,576
Accumulated deficit	($2,489,837)	($2,423,604)
Total	($1,364,790)	($1,256,776)

       3.3               Reasons for the Offer and Use of Proceeds

Not Applicable

       3.4               Risk Factors

Any investment in our common shares involves a high degree of risk. You should consider carefully the following information before you decide to buy our common shares. If any of the events discussed in the following risk factors actually occurs, our business, financial condition or results of operations would likely suffer. In this case, the market price of our common shares could decline, and you could lose all or part of your investment in our shares The following is a list of all known material risks relating to our business and an investment in our common shares:

We have a history of losses. Our inability to achieve profitability will negatively impact any investment in our shares.

We have incurred losses in our business operations since inception, and we expect that we will continue to incur losses for the foreseeable future. From March 31, 1998, the date of incorporation, to January 31, 2008, we have incurred losses totalling $2,423,604 under Canadian GAAP (C$2,489,837 under US GAAP). Very few junior resource companies ever become profitable. Failure to achieve and maintain profitability may adversely affect the market price of our common stock.

We have limited financial resources and no source of operating cash flow. If we are unable to generate revenue, our business will fail.

We have limited financial resources, no source of operating cash flow and no commitments for additional funding for further exploration of the Dotted Lake property. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and ultimately the failure of our business.

4

Very few mineral properties are ultimately developed into producing mines. If we are unable to prove that a mineral reserve exists on our Dotted Lake property, our business may fail.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, our mineral properties have no known body of commercial ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

Substantial expenditures are required for us to establish ore reserves through drilling, to develop metallurgical processes, to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

It is unknown whether we will discover minerals in sufficient quantities to justify commercial operations or that we can obtain the funds required for development on a timely basis. The probability of an individual mineral exploration prospect such as the Dotted Lake Property ever containing reserves is extremely remote. It is unlikely that the property contains reserves, so any funds expended on the property will most likely be lost.

If we do not obtain additional financing, our business will fail.

As at January 31, 2008, we had cash in the amount of $5,999. Our ability to continue as a going concern is dependent upon the ability of management to obtain sufficient financing. Management is actively seeking additional financing, but has no specific commitments for investment. These matters raise doubt about the company’s ability to continue as a going concern. These financial statements do not include adjustments that would be necessary should the company be unable to continue as a going concern.

Because management has only limited experience in resource exploration, the business has a higher risk of failure.

Our management has only limited experience in resource exploration. None of our directors or officers has any significant technical training or experience in resource exploration for, starting and operating a mine. With no direct training or experience in this sector, our management may not be fully aware of many of the specific requirements related to working within the industry. Their business decisions may not take into account standard engineering or managerial approaches that mineral exploration companies with qualified management commonly use. As a result, our operations, earnings and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.

Mineral exploration involves a high degree of risk against which we are not currently insured. If an environmental liability was incurred, it may irreparably harm our business.

Unusual or unexpected rock formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are risks involved in the operation of mines and the conduct of exploration programs.

5

It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our common stock. We do not currently maintain insurance against environmental risks relating to the Dotted Lake property.

If title to the Dotted Lake is disputed, we may lose our sole business asset and our business may fail.

The Dotted Lake property may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. There is a risk that the property boundaries could be challenged. In such circumstances, we will incur costs defending our title to the Dotted Lake property and may lose our interest in the claims, causing our business to fail.

We may require permits and licenses that we may not be able to obtain. If we are unable to obtain such permits and licenses, our business plan will fail.

Our operations may require licenses and permits from various governmental authorities. If we are unable to obtain such licenses and permits, we will not be able to continue exploration and development of the Dotted Lake property and we may have to abandon our business plan.

We will be required to obtain work permits from the Ontario Ministry of Northern Development and Mines for the Phase II drilling program and any subsequent exploration work that results in a physical disturbance to the land if the program calls for the disturbance of more than 10,000 square meters of the property surface, or such areas that would total that amount when combined. A work permit is also required for the erection of structures on the property. There is no charge to obtain a work permit under the Mining Act.

Metal prices fluctuate widely. A decrease in metal prices may prevent us from raising the capital necessary to continue our business plan in the future. As well, low metal prices will reduce the value of any reserve we discover on the Dotted Lake property.

Factors beyond our control may affect the marketability of any minerals we discover. Metal prices have fluctuated widely, particularly in recent years. Our ability to raise capital for continuing exploration of the Dotted Lake property depends to a large degree on the market price for metals generally, as well as for gold in particular. In addition, the value of any reserve we discover on the Dotted Lake property will fluctuate depending on current metal prices. Low metal prices may make it uneconomical to commence production on the Dotted Lake property if a reserve is established, of which there is no guarantee.

6

The resource industry is very competitive. The competitive nature of the business may increase our cost of operations and prevent us from obtaining interests in additional mineral properties.

The resource industry is intensely competitive in all its phases. We compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

In conducting exploration on the Dotted Lake property, we will be subject to environmental regulations. In addition, our operations may be adversely affected by changes in environmental regulations. A significant change in such regulations may prevent us from proceeding with our business plan.

Our operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means that standards, enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for us and our directors, officers and consultants. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations. We do not maintain environmental liability insurance.

When our exploration program on the Dotted Lake property proceeds to the drilling stage, we may be required to post small bonds if the rights of a private land owner may be affected. We may also be required to file statements of work with the Ministry of Northern Development and Mines. We will also be required to undertake remediation work on any exploration that results in physical disturbance to the land. The cost of remediation work will vary according to the degree of physical disturbance.

Our listed securities are subject to penny stock regulation, which may impede an investor’s ability to purchase our common shares.

The price of our common stock is below $5.00 per share and is subject to "penny stock" regulation. "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.

7

Enforcement of legal process may be difficult.

All members of our Board of Directors and management reside in Canada. As well, our address for service is a Canadian address. Accordingly, investors will not be able to:

1.	effect legal process upon us or upon individuals related to us within the United States;
2.	enforce judgments obtained in United States courts against us based upon the civil liability provisions of the United States securities law; or
3.	enforce United States court judgments based upon the civil liability provisions of the United States federal securities law.

However, investors may commence original actions against us, our directors and officers and our experts in British Columbia courts. However, as our sole mineral property asset is located in Ontario, additional legal proceedings would need to be commenced in that province in order to satisfy any judgment.

Investors may not be able to seek judgment in British Columbia or Ontario if the court determines that it is unable to rule in a matter that involves determinations respecting United States securities laws. In such circumstances, investors would be prevented from obtaining judgment that is enforceable against us.

As we are incorporated pursuant to the laws of British Columbia, duties of our directors and officers, and the ability of shareholders to initiate a lawsuit on our behalf, are governed by the British Columbia Business Corporations Act.

Item 4                             Information on the Company

       4.1               History and Development

We were incorporated under the name “Gemstar Resources Ltd.” pursuant to the Company Act in the Province of British Columbia, Canada by registration of our Memorandum and Articles of Association and the issuance by the Registrar of Companies of a Certificate of Incorporation on March 31, 1988. In March 2006, we transitioned to the province’s Business Corporations Act. On October 23, 2007, we changed our name to Rouge Resources Ltd. and restructured our share capital by consolidating our issued and outstanding common shares on a one for ten (1:10) basis and increasing our authorized share capital from 10,000,000 common shares to an unlimited number without par value..

We continue to be engaged in the acquisition, exploration and development of mineral resource properties and beneficially own mineral claims in Ontario, Canada. There is no assurance that a commercially viable mineral deposit exists on our claims. Further exploration will be necessary before a final evaluation as to the economic and legal feasibility of our claims is determined. The deficit has accumulated during the exploration stage since we have not generated any revenue to date.

8

Our head office is located at #203 – 409 Granville Street, Vancouver British Columbia, Canada, V6C 1T2. Our telephone number is (604) 831-2739.

We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.

In 2001, we entered into an agreement to acquire 100% interest in the Dotted Lake property consisting of 76 mineral claim units located in the Thunder Bay Mining District in Ontario, Canada. In the following fiscal year ended January 31, 2002, the Company completed the acquisition of the Property by paying $200,000 in cash to the vendor LCM Equity Inc. (“LCM”), a private British Columbia company unrelated to us. We also advanced $152,000 to LCM for planned exploration of the Property. All funds, totaling $352,000, came to us from our officers and immediate family members in the form of related party loans.

From the outset, the claims have been registered in the name of 1179406 Ontario Ltd., a private Ontario company owned by Mr. R.J. Reukl holding them in trust for us. This trust arrangement is common practice due to the expense that would have to be incurred by registering as an extra-provincial claim holder in Ontario. However, we can request the claims be registered in our name at any time.

Near the end of calendar 2002, as a result of extreme weather conditions, we were having difficulty undertaking our planned work program on the Property, which included the required assessment work to keep the claims in good standing. Following discussion with our consulting geologist, Mr Andre Pauwels P. Geo, we determined it would be less expensive to allow the claims to lapse and then re-stake them early in the following year. As a result, the claims were permitted to lapse and once the weather conditions improved, our consulting geologist re-staked the claims in March 2003 at a cost to us of $4,206 with an initial expiry date of March 14, 2007. This expiry date was extended to March 14, 2008 and more recently to August 11, 2008 by the Ontario Ministry of Northern Development and Mines.

During the quarter ended April 30, 2005, we completed an airborne magnetic survey of the 76 mineral claim units at a cost of $40,000 paid in full from the funds advanced to LCM as mentioned above. Also, we commissioned and paid $4,500 to our consulting geologist as an advance against a new 43-101 evaluation report regarding the merits of the Property, required in prescribed form by the regulatory authorities.

During the quarter ended July 31, 2005, the Company undertook a ground VLF (Very Low Frequency) and magnetic survey over 100 metre spaced cut lines (15 km) at the north western side of the Property which cost $14,636. The $112,000 balance of the funds advanced to LCM per above was returned to us in the quarter ended July 31, 2005 due to our discontinued use of LCM for exploration purposes.

9

The 43-101 compliant geological report was completed effective December 6, 2005 by our consulting geologist for an additional cost of $7,097, bringing the total paid for geological consulting fees to $26,233 to date. The 43-101 report recommends a two phase exploration program on the property to determine whether it has the potential to host economic mineralization. The first phase would involve further geophysical surveys, including a TDEM (Time Domain Electromagnetic) survey, at an estimated cost of $51,500. The second phase calls for extensive diamond drilling at an estimated cost of $171,900 which will proceed only when the Phase I program has proven to be successful.

The report is available under our disclosure on www.sedar.com. We did not conduct any work on the Property during the year ended January 31, 2008 and 2007.

       4.2               The Dotted Lake Property

Location and Access

The Dotted Lake property is situated in north central Ontario, approximately 50 kilometers northeast of Lake Superior and 260 kilometers east-northeast from the city of Thunder Bay. Manitouwadge (45 kilometers north), Marathon (45 kilometers southwest) and White River (50 kilometers southeast) are the closest towns. The latter two communities are situated along Highway 17, part of the Trans-Canada Highway network, while the property itself lies approximately 20 kilometers north of Highway 17.

Currently, there is no road access directly onto the Dotted Lake property. From Highway 614, located 13 kilometres north of Highway 17, a bush road leads seven kilometers north-eastward to the southwest shore of Dead Otter Lake. From there, the property may be conveniently reached by boat in summer or by snowmobile in winter. Alternatively, another bush road that connects with Highway 614, approximately 19.2 kilometers north of Hwy 17, terminates 0.7 kilometers north of the north claim boundary.

Title and Claim Status

We currently hold a 100% interest in 1 mineral claim comprising 15 claim units totalling approximately 375 hectares on the Dotted Lake property described above. We have been granted an extension of time for the performance and reporting of assessment work to maintain our mineral claim in good standing from March 14, 2008 to August 11, 2008 by the Ontario Ministry of Northern Development and Mines. We intend to commence a soil sampling program on the Property in Spring-Summer 2008 for an estimated cost up to $15,000 before implementing any of the recommendations contained in the December 2005 report. We do not have any other third party obligations with respect to the claim. There is no assurance that a commercially viable mineral deposit exists on the Dotted Lake property. Further exploration will be required before final evaluation of the economic feasibility of the property.

10

As previously mentioned, the principal benefit of having a trustee hold the claims on our behalf is to avoid the expense that would otherwise be incurred by registering as an extra-provincial claim holder in Ontario. However, if the trustee becomes bankrupt or transfers the claims to a third party, we may incur significant legal expenses enforcing our interest in the claims in Ontario courts. The registration of the claims in the name of a trustee does not impact a third party’s ability to commence an action against us respecting the Dotted Lake property or to seize the claims after obtaining judgment.

Previous Exploration

Several companies and individuals have conducted exploration activities on various parts of the Dotted Lake property. To date, no mineral deposit has been delineated on the property, and consequently there has been no production from the property nor any reserve or resource estimated. We have not yet conducted any exploration on the Dotted Lake property other than the VLF-EM survey conducted in March 2005 using an airplane to search for changes in the magnetic field over certain areas of the Dotted Lake property. Magnetic anomalies may be the result of accumulations of certain magnetic rocks such as phrhotite, hematite and magnetite. These rock types are often found alongside base metals such as copper, zinc and nickel, or precious metals such as gold and silver.

A VLF-EM survey consists of two separate surveys: a Very Low Frequency survey and an ElectroMagnetic survey. Very low frequency surveys use radio waves to determine whether rocks on a mineral property conduct electricity. Almost all of the precious and base metals that we seek are above average conductors of electricity and will affect VLF readings. Electromagnetic surveys involve measuring the strength of the earth’s magnetic field. Variations in the magnetic readings on a property may indicate the increased likelihood of precious or base minerals in the area.

We will focus future exploration programs on specific areas of the Dotted Lake property based on the results of these surveys at an appropriate time.

Proposed Exploration

In the December 2005 report on the Dotted Lake property, our consulting professional geologist, Mr. Andre Pauwels, recommended a two phase exploration program. The first phase consists of a TDEM (time domain electromagnetic) survey and research for an estimated cost of $51,500. The TDEM survey is one of several geophysical exploration methods. In the conventional TDEM survey, an induction coil is used as the magnetometer. It allows conductivity of rock below the surface to be measured at greater depths.

The second phase consists of an extensive diamond drilling program for an estimated cost of $171,900 to determine the mineral content of rock below the surface of the Dotted Lake property. Drilling involves extracting a long cylinder of rock from the ground to determine amounts of metals at different depths. Pieces of the rock obtained, known as drill core, are analysed for mineral content.

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Our consulting geologist recommended the following exploration budgets in his report.

Phase I: TDEM Survey and Research

Planning , organization, supervision (senior geologist 9 days at $600 each):	$	5,400
Line cutting (15 kilometers at $500 each):	$	7,500
TDEM contract (12 kilometers at $1,500 each)	$	18,000
Mobilization of TDEM crew:	$	6,000
Supplemental VLF/HLEM ground surveys:	$	3,000
Research western area of the claims (senior geologist 6 days at $600 each):	$	3,600
Processing 2005 airborne VLF data:	$	2,500
Drafting, travel costs and miscellaneous:	$	3,000
Contingency 5%:	$	2,500
Total:	$	51,500

Phase II: Diamond Drilling – Six Holes

Contract price (1,000 meters at $85 per meter):	$	85,000
Drill mobilization and de-mobilization:	$	15,000
Drill site preparation:	$	7,200
Core boxes and supplemental drill supplies:	$	6,000
Assays (75 samples at $20):	$	1,500
Senior geologist supervision, organization, logging travel:	$	21,000
Field assistant for sampling and core handling (25 days at $200/day):	$	5,000
Report:	$	5,000
Drafting:	$	3,000
Domicile for geologist and field assistant:	$	5,200
Transportation (rental of trucks and snowmobiles)	$	2,000
Supplies for sampling and surveys, sample transport:	$	2,000
Permitting and reclamation:	$	6,000
Contingency 5%:	$	8,000
Total:	$	171,900

The Dotted Lake property area experiences a temperate climate with moderate to long cold winters and short warm to hot summers. Total precipitation is about 1,000 millimeters, including over three meters of snow. Break up or freeze up conditions may impinge upon exploration activities, but normally exploration and mining may be conducted year round. However, it is more economical to conduct exploration programs in spring and summer when access to and travel across the property is easier, and when snow removal for surface exploration is not required. Accordingly, we intend to commence a soil sampling program on the Property in Spring-Summer 2008 for an estimated cost up to $15,000 before implementing any of the recommendations contained in the December 2005 report.

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       4.3               Competition

The mineral property exploration business, in general, is intensively competitive and there is no assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection, etc. The exact effect of these factors cannot be accurately predicted, but in combination these factors may make it very difficult to realize an adequate return on investment.

We compete with many companies possessing greater financial resources and technical capabilities than we have regarding the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified staff.

       4.4               Management and Employees

We do not have any employees other than our directors and officers.

We are party to an agreement with Mr. Darcy Krell, our Secretary and Chief Financial Officer, who is engaged to perform certain management and administrative services on our behalf for a fee of $4,000 per month, including $2,500 as management fees. Mr. Krell is the husband of our President, Ms. Linda Smith, and the father of our director, Ms. Shannon Krell.

We retain Mr. Krell to arrange and negotiate mineral property acquisitions and exploration contracts (subject to director approval); arrange for and secure financings for the company; arrange for the collection of all receivables and the payment of all obligations; establish and maintain suitable banking relations; ensure the maintenance of proper accounting records and compliance with all statutory reporting requirements; and acknowledge corporate inquiries and correspondence as required.

       4.5               Environmental Regulations

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the Province of Ontario, specifically. Under these laws, prior to production, we have the right to explore the property, subject only to a notice of work which may entail posting a bond. To date, we have not been required to post a bond with respect to exploration on the Dotted Lake property.

In addition, production of minerals in Ontario will require prior approval of applicable governmental regulatory agencies. We can provide no assurance to investors that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known at this time.

We have budgeted for regulatory compliance costs as part of our operations. We will have to incur the cost of reclamation and environmental mediation for all exploration work undertaken. The amount of these costs is not known at this time as we do not know the extent of future exploration.

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

- Water discharge will have to meet water standards;

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

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

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

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

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

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

We do not require any authorization to proceed with the first Phase of the recommended exploration program. However, we will be required to obtain work permits from the Ontario Ministry of Northern Development and Mines for the second Phase drilling program and any subsequent exploration work that results in a physical disturbance to the land. If more than 10,000 square meters of property surface are affected, or such areas that would total that amount when combined, a work permit is required. There is no charge to obtain a work permit under the Mining Act.

When our exploration program proceeds to the drilling stage, we may be required to post small bonds if the rights of a private land owner may be affected. We may also be required to file statements of work with the Ministry of Northern Development and Mines and to undertake remediation work on any exploration that results in physical disturbance to the land. The cost of remediation work will vary according to the degree of physical disturbance.

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Item 5.                             Operating and Financial Review and Prospects

       5.1               Results of Operations

We are an exploration stage company that owns 1 claim now on the Dotted Lake property located in Ontario. To date, a majority of our operating expenses have arisen from related party transactions.

The audited financial statements for the year ended January 31, 2008 (“2008 year”) are compared below to the audited financial statements for the year ended January 31, 2007 (“2007 year”).

The Company reported a net loss of $156,658 in the 2008 year compared to $182,422 in the 2007 year. This $25,764 decrease in net loss was due to the changes in individual line items of General & Administrative expenses, the most significant of which are discussed below:

-       decrease in bad debt expense by $7,311 in the 2008 year was due to the non-recurring write-off of GST refundable in the 2007 year since the Company was only able to obtain a registration number from Canada Revenue Agency effective June 16, 2007.

-       decrease in office and sundry expenses by $14,150 and professional fees by $7,357 in the 2008 year was due to the non-recurring expenses in the 2007 year regarding reactivating the Company as a reporting issuer in British Columbia and Alberta and as a foreign issuer in the United States with the Securities and Exchange Commission.

-       increase in accounting and audit fees by $2,219 in the 2008 year was due to normal cost increases.

At January 31, 2008, we had total assets of $90,043 under Canadian GAAP consisting of: cash $5,999, GST receivable, credit card deposit $6,900, mineral properties and deferred exploration costs $70,439 and computer equipment $2,641. At the same date, we had total liabilities of $1,346,919 consisting of $106,078 in accounts payable and accrued liabilities and $1,240,741 in demand loans from related parties.

At January 31, 2008, we had accumulated approximately $921,000 of non-capital losses which are available for carry forward as deduction against future taxable incomes (if any) until expiry in various years prior to 2029.

       5.2               Liquidity and Capital Resources

Since incorporation, we have financed our operations initially through the sale of common shares to investors and, over the past five years, exclusively through loans from officers and immediate family members. We expect to fund future exploration and corporate administration in the same manner since we have no revenue from our business operations. However, there is no guarantee we will be successful in arranging future financing on acceptable terms.

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As of January 31, 2008, our cash position was $5,999 compared to $9,656 one year ago. During the 2008 year, the cash flow deficiency of $3,657 ($7,289 during the 2007 year) resulted from the following: (i) spending $180,512 on operating activities compared to $165,415 in the 2007 year; (ii) spending $2,662 on investing activities for the purchase of computer equipment compared to $nil in the 2007 year; and (iii) receiving $179,517 (net) in additional loans from related parties compared to $158,126 in the 2007 year.

As previously mentioned, we plan to invest approximately $15,000 on the Property during the Spring-Summer 2008 in order to keep its mineral claim in good standing. We also anticipate spending approximately $150,000 for on-going administration of our corporate affairs during the ensuing twelve month period to January 31, 2009. In order to meet these expenditures, we plan to complete a $200,000 private equity placement and continue borrowing from related parties, as required. There is no assurance we will be able to raise these funds.

To a significant extent, our ability to raise capital is affected by trends and uncertainties beyond our control. These include the market prices for base and precious metals and results from our exploration programs. Our ability to attain our business objectives may be significantly impaired if prices for metals such as gold, copper and platinum fall or if results from our intended exploration programs on our Dotted Lake property are unsuccessful.

Item 6.                             Directors, Senior Management and Employees

       6.1               Directors and Officers

Name	Age	Position
Linda Smith	59	President, Chief Executive Officer and Director
Shannon Krell	31	Director
Darcy Krell	60	Secretary and Chief Financial Officer

There are no arrangements or undertakings between any of our directors or executive officers, pursuant to being selected as a director or executive officer. However, there are family relationships among our directors and officers in that Ms. Linda Smith and Mr. Darcy Krell are husband and wife and Mr. Krell is the father of Ms. Shannon Krell.

The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

Linda Smith

Ms. Linda Smith has acted as our president and as a director since October 27, 2000. Ms. Smith also acted as Blue Lightning Ventures Inc.’s president and director from October 1999 to July 2004. She also acted in the same capacities for Big Bar Gold Corporation from August 1999 to June 2003 and for Candorado Operating Company Ltd. from June 2000 to November 2001. All of these companies are British Columbia and Alberta reporting corporations involved in mineral property exploration. Ms. Smith also acted as treasurer and a director of Zeno Inc. from January 2003 to November 2005. Zeno Inc. was a U.S. reporting company involved in mineral property exploration. Ms. Smith was also employed part-time as a dental assistant from 1995 to 2002. At present, Ms. Smith assists Mr. Darcy Krell in providing management services to us and is currently not compensated for her services. In addition, Ms. Smith acts as a director of Algorithm Media Inc., an Alberta and British Columbia reporting company that is also pursuing mineral property acquisitions.

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Shannon Krell

Ms. Shannon Krell has acted as our director since October 27, 2000. She has been a psychology student for the past seven years and is currently attending Douglas College and the University of British Columbia in pursuit of her undergraduate degree.

Ms. Krell does not have any professional training or technical credentials in the field of mineral property exploration or development. She spends approximately 10% of her time on our affairs.

Darcy Krell

Mr. Krell has acted as a private investor in various reporting and private companies since 1996. He also acted as a director of Big Bar Gold Corporation from March 2002 to April 2004 and Blue Lightning Ventures Inc. from March 2002 to July 2004, both of which are Alberta and British Columbia reporting companies involved in mineral property exploration. In addition, Mr. Krell acts as a director of Algorithm Media Inc., an Alberta and British Columbia reporting company, that is also pursuing mineral property acquisitions.

Mr. Krell does not have any professional training or technical credentials in the field of mineral property exploration or development. He spends approximately 35% of his time on our affairs.

       6.2               Compensation of Directors

We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended January 31, 2008:

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Summary Compensation Table

NAME AND PRINCIPAL POSITION	YEAR	ANNUAL COMPENSATION			LONG-TERM COMPENSATION
		Salary	Bonus	Other Annual Compens -ation	Awards		LTIP payouts	All Other Compen- sation
					Restricted Stock Awards	Securities Underlying Options/ SAR’s
Linda Smith President, Chief Executive Officer and Director	2008	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Shannon Krell Director	2008	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Darcy Krell Secretary and Chief Financial Officer	2008	$30,000	Nil	Nil	Nil	Nil	Nil	Nil

We did not pay any compensation to our directors in the fiscal year ended January 31, 2008. However, certain management and administrative services are performed by Mr. Darcy Krell, our Secretary and Chief Financial Officer, for a fee of $4,000 per month, including $2,500 for management services disclosed in the table above.

       6.3               Board Practices

Linda Smith was appointed as our President and a director on October 27, 2000 and Shannon Krell was appointed as a director on the same date. The directors hold office until the next annual general meeting of the shareholders at which time they may stand for re-election. We are required to hold an annual general meeting once in every calendar year and not longer than thirteen months from the last annual general meeting.

Our audit committee is comprised of Linda Smith and Darcy Krell and we have not appointed a compensation committee.

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       6.4               Employees

We do not have any employees other than our directors and officers. When required, we retain geological, financial and other consultants.

       6.5               Share Ownership of Directors and Officers

Our directors and officers own beneficially the following common shares as of the date of this annual report:

		Percentage of Issued and
	Number of Shares Owned	Outstanding Shares
Linda Smith	56,783	10.05%
Shannon Krell	0	0.00%
Darcy Krell	90,000	15.92%
	146,783	25.97%

The above percentages are based on the 565,171 common shares issued and outstanding in our capital stock as of the date of this annual report following the 1:10 share consolidation on October 23, 2007.

In December 2006, we adopted an incentive stock option plan but to date no stock options have been granted to our directors and officers and no stock options are outstanding to the date of this annual report.

Item 7.                             Major Shareholders and Related Party Transactions

       7.1               Beneficial Ownership

As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities exchange Act of 1934, as amended, as consisting of: (1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership.

As of the date of this annual report, 565,171 common shares are issued and outstanding and we are authorized to issue an unlimited number of common shares without par value.

As of the date of this annual report, the following persons known to us were the beneficial owner of more than five percent of our outstanding common shares.

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	Number of Shares	Percentage of Issued and
Name of Shareholder	Owned	Outstanding Shares
Darcy Krell*	90,000	15.92%
Sherman Jen	63,750	11.28%
Linda Smith*	56,783	10.05%
Ryan Krell**	50,000	8.84%
Frank McGill	40,912	7.24%
	301,445	53.33%

*          Darcy Krell and Linda Smith are husband and wife.

**        Ryan Krell is the son of Darcy Krell who has a non-interest bearing promissory note with us in the face amount of $106,755 which is convertible at the holder’s option into 213,510 of our common shares prior to the new maturity date of January 1, 2011 (formerly January 1, 2008).

Each of our issued shares entitles the holder to one vote in our general meetings. There are no disproportionate or weighted voting privileges.

We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.

There are no arrangements which at a subsequent date may result in a change in our control.

       7.2               Related Party Transactions

During the year ended January 31, 2008, there were no transactions with any director, executive officer or beneficial holder of more than 5% of our outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, which materially affected or will materially affect us, except as follows:

a)	for the year ended January 31, 2008, we accrued $2,500 per month for management fees to Darcy Krell doing business as DK Financial Consultants. Mr. Krell is our secretary and chief financial officer and is the spouse of our president, Ms. Linda Smith.
b)	for the year ended January 31, 2008, we accrued $1,500 per month for rent and office expenses to Darcy Krell doing business as DK Financial Consultants. This is comparable to other such agreements in the industry.
c)	As at January 31, 2008, Ryan Krell, brother of Shannon Krell, our director, and son of Darcy Krell, our secretary and chief financial officer, has advanced $106,755 to us as a non-interest bearing convertible promissory note dated February 3, 2003 and

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	amended on December 31, 2005 and December 31, 2007. It is now due on January 1, 2011 and convertible into 213,510 of our common shares prior to maturity at the holder’s option on the basis of one common share for each $0.50 of principal outstanding following the 1:10 share consolidation.
	Originally, $95,179 was allocated to the debt and $11,576 to the embedded conversion feature as an equity component. The carrying value was accreted up to its face value of $106,755 over the original term to January 1, 2008 maturity. On December 31, 2007, the maturity date was extended for an additional three years to January 1, 2011 giving rise to note modification and an additional equity component of the debt was determined. Accordingly, $64,974 was allocated to the debt and $41,781 to the embedded conversion feature using an 18% risk-adjusted debt discount rate. Accretion expense of $2,331 was recorded for the year ended January 31, 2008 of which $1,356 related to the original allocation and $975 to the recent modification.
d)	as at January 31, 2008, Linda Smith, our President and a director, has advanced a total of $411,129 to us as a non-interest bearing demand loan with no fixed term and no guarantee of repayment. This amount is currently outstanding.
e)	as at January 31, 2008, Darcy Krell, our Secretary and Chief Financial Officer, has advanced a total of $481,259 to us as a non-interest bearing demand loan with no fixed term and no guarantee of repayment. This amount is currently outstanding.
f)	as at January 31, 2008, Shannon Krell, a director, has advanced a total of $282,404 to us as a non-interest bearing demand loan with no fixed term and no guarantee of repayment. This amount is currently outstanding.

The foregoing related party transactions are conducted in the normal course of business and are recorded at their exchange amount, which is the consideration paid or received by us as agreed between the parties.

       7.3               Interests of Experts and Counsel

Our experts and legal counsel have no interest in our shareholdings.

Item 8.                             Financial Information

The financial statements required by this Item 8 are attached hereto as an exhibit and are incorporated herein by reference.

       8.1               Legal Proceedings

To the best of our knowledge there are no legal or arbitration proceedings threatened, pending or in progress against us, except for a British Columbia Supreme Court action by Ellis Foster, Chartered Accountants, our former auditor, for $51,681 as at June 30, 2001, plus interest accruing thereafter at a rate of 1% per month.

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Ellis Foster commenced legal action against us, Dalian Maple Leaf International School, Sherman Investment Ltd. and Shu Liang Sherman Jen and Lan Ying Li on October 19, 2001. The claim alleges that Ellis Foster provided accounting and audit services to the defendants in connection with the preparation of financial statements relating to our proposed acquisition of Dalian Maple Leaf International School.

We have filed a Statement of Defense in the action denying that we retained Ellis Foster to provide accounting and audit services in connection with the preparation of financial statements for Dalian Maple Leaf International School. We further state that the other defendants are responsible for any fees incurred. Ellis Foster has not taken any steps to proceed with its legal claim since November 23, 2001.

       8.2               Significant Changes

There have been no significant changes since the date of the audited financial statements included herein.

Item 9.                             The Offer and Listing

       9.1               Offer and Listing Details

We are currently a reporting issuer in both British Columbia and Alberta and file as a foreign issuer with the United States Securities and Exchange Commission. After filing and receipting a registration statement on Form 20-F with the United States Securities and Exchange Commission, our common shares were posted for trading on the Over-The-Counter: Bulletin Board (OTC:BB) in the United States under the symbol GMSRF:OB on February 14, 2007. With the name change to Rouge Resources Ltd., the trading symbol was changed to ROUGF:OB effective March 26, 2008.

The following table sets forth the high and low prices of our common shares in US funds since trading commenced OTC:BB:

Period	High	Low
February 14, 2007 to April 30, 2007	No trading
May 1, 2007 to July 31, 2007	No trading
August 1, 2007 to October 30, 2007	$0.50	$0.20
November 1, 2007 to January 31, 2008	$0.70	$0.10
February 1, 2008 to April 30, 2008	$1.00	$0.12
Average price August 1, 2007 to April 30, 2008	$0.66

Previously our common shares traded on the Canadian Venture Exchange and its predecessor, the Vancouver Stock Exchange, under the symbol “GMS”. On July 12, 2001, our shares were suspended from trading on the Canadian Venture Exchange due to failure to meet the Exchange’s minimum working capital requirements. The Canadian Venture Exchange (now called the TSX Venture Exchange) requires that listed companies have a minimum of $50,000 in allocated working capital. At that time, we did not meet this requirement and trading in our shares was suspended.

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The Cease Trade Orders issued against us on November 7, 2003 by the Alberta Securities Commission (the “ASC”) and on January 14, 2004 by the British Columbia Securities Commission (the “BCSC”) were lifted on August 18, 2006 by the BCSC and on August 23, 2006 by the ASC. These reactivation and revocation orders resulted from the Company bringing its disclosure records up-to-date on SEDAR (www.sedar.com); preparing a new 43-101 report regarding the merits of the Dotted Lake property dated December 6, 2005; meeting other regulatory requirements; and paying all required fees and penalties.

The following table sets forth the high and low closing prices in Canadian funds of our common shares during the time they traded through the facilities of the Canadian Venture Exchange, and its predecessor, the Vancouver Stock Exchange:

Period	High	Low
February 1, 1999 to January 31, 2000	1.50	$0.30
February 1, 2000 to January 31, 2001	$2.50	$0.60
February 1, 2001 to July 12, 2001	$1.00	$0.60

Item 10.                      Additional Information

       10.1               Share Capital

On October 23, 2007, the Company affected a one for ten (1:10) share consolidation of its authorized, issued and outstanding share capital resulting in all share and per share information in this annual report being presented on a retroactive basis as if the share consolidation took place at the beginning of all years presented. Accordingly, the issued and outstanding common shares were reduced from 5,651,714 to 565,171. After the share consolidation, the Company increased its authorized share capital from 10,000,000 common shares to an unlimited number without par value.

We have not issued any common shares since February 1, 2000 and no common shares were issued during the fiscal year ended January 31, 2008 and none since that date.

All shares issued and to be issued in the future have been and must be approved by an authorizing resolution consisting of a simple majority of our board of directors.

We do not hold any of our own shares. We do not have any potential obligations to increase our issued and outstanding share capital.

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       10.2        Memorandum and Articles of Association

We were incorporated pursuant to the Company Act of British Columbia by registration of our articles of incorporation and memorandum on March 31, 1988 and were subsequently transitioned to the replacement Business Corporations Act in March 2006. Pursuant to the provisions of the Business Corporations Act, a company may conduct any business that it is not restricted by the terms of its articles. Our articles contain no such restrictions.

Our directors are required to disclose to the board of directors the nature and extent of their interest in any proposed transaction or contract and must thereafter refrain from voting in respect thereof. An interested director may be counted in the quorum when a determination as to such director’s remuneration is being considered but may not vote in respect thereof. The directors have an unlimited power to borrow money, issue debt obligations and mortgage or charge our assets provided such actions are conducted bona fide and in our best interests. There are no mandatory retirement ages for directors or any required shareholdings.

All holders of common shares are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our shareholders in general meeting. There are no cumulative voting rights attached to any of our shares and, accordingly, the holders of more than half of the shares represented at a general meeting can elect all of the directors to be elected in a general meeting. All directors stand for re-election annually. Upon any liquidation, dissolution or winding up, all common shareholders are entitled to share ratably in all net assets available for distribution after payment to creditors. The common shares are not convertible or redeemable and have no preemptive, subscription or conversion rights. In the event of a merger or consolidation, all common shareholders will be entitled to receive the same per share consideration.

The rights of shareholders may only be altered by the shareholders passing a special resolution at a general meeting. A special resolution may only be passed when it has been circulated to all shareholders by way of an information circular and then must be passed by seventy-five percent of the votes cast at the general meeting.

The board of directors may call annual and extraordinary general meetings when required. One or more shareholders holding in aggregate five percent or more of our issued shares may requisition an extraordinary meeting and the directors are required to hold such meeting within four months of such requisition. Only registered shareholders or persons duly appointed by proxy may be admitted to meetings unless otherwise permitted by the chairman of the meeting.

There are no national limitations or restrictions on the right to own our common shares.

There are no provisions in our articles of association that would have the effect of delaying, deferring or preventing a change in control.

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There are no provisions in our articles of association that establish any threshold for disclosure of ownership. However, the British Columbia and Alberta Securities Commissions require that persons who are the registered owners of, and/or have voting control over 10% or more of our common shares must file insider reports disclosing securities holdings.

       10.3               Material Contracts

A contract for soil sampling on the Dotted Lake Property in the Spring-Summer 2008 amounting to $14,985 was agreed subsequent to the year end. Otherwise, we have not entered into any material contracts over the past two years.

       10.4               Exchange Controls and Other Limitations Affecting Security Holders

There is no law or 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 nonresident holder of common shares, other than withholding tax requirements. See "Item 10.5" below.

There is no limitation imposed by Canadian law or by our constituent documents on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the principal features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporation or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada". The Investment Canada Act requires that certain acquisition of control of Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act. Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control. Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition, which has been completed, the acquired Canadian business must be divested. Failure to comply with the review provisions of the Investment Canada Act could result in, amongst other things, an injunction or a court order directing disposition of assets of shares.

       10.5               Canadian Federal Income Tax Consequences to U.S. Investors

A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of certain taxes, including withholding provisions to which United States security holders are subject under existing laws and regulations of Canada and United States; the consequences, if any, of state and local taxes are not considered. The following information is general and security holders are urged to seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own individual circumstances of not only the matters referred to herein, but also any state or local taxes.

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Canadian federal tax legislation generally requires a 25% withholding from dividends paid or deemed to be paid to the Company's nonresident shareholders. However, shareholders resident in the United States will generally have this rate reduced to 15% through the tax treaty between Canada and the United States. The amount of stock dividends paid to nonresidents of Canada will be subject to withholding tax at the same rate as cash dividends. The amount of stock dividend (for tax purposes) would generally be equal to the amount by which our stated capital has increased by reason of the payment of such dividend. We will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty. Under present legislation in the United States, we are generally not subject to United States back up withholding rules, which would require withholding at a rate of 20% on dividends and interest paid to certain United States persons who have not provided us with a taxpayer identification number.

Gains derived from a disposition of shares of the company by a non-resident shareholder will be subject to tax in Canada only if not less than 25% of any class of our shares was owned by the nonresident shareholder and/or persons with whom the nonresident did not deal at arm's length at any time during the five-year period immediately preceding the disposition. In such cases gains derived by a U.S. shareholder from a disposition of our shares would likely be exempt from tax in Canada by virtue of the Canada-U.S. tax treaty.

       10.6               United States Federal Income Tax Consequences to U.S. Investors

The following general discussion sets forth a summary of the material United States federal income tax consequences that are applicable to the following persons who invest in and hold our common shares as capital assets ("U.S. Shareholders"): (i) citizens or residents (as specially defined for federal income tax purposes) of the United States, (ii) corporations or partnerships created or organized in the United States or under the laws of the United States or of any state and (iii) estates or trust the income of which is subject to United States federal income taxation regardless of its source. This discussion does not deal with (a) all aspects of federal income taxation that may be relevant to a particular U.S. Shareholder based on such U.S. Shareholder's particular circumstances (including potential application of the alternative minimum tax, (b) certain U.S. Investors subject to special treatment under federal income tax laws or foreign individuals or entities, (c) U.S. Investors owning directly or by attribution 10% or more of our common shares, or (d) any aspect of state, local or non-United States tax laws. Additionally, the following discussion assumes that the Company will not be classified as a "foreign personal holding company" under the Internal Revenue Code of 1986 as amended (the "Code").

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       Passive Foreign Investment Company

For any of our taxable years, if 75% or more of our gross income is "passive income" (as defined in the Code) or if at least 50% of our assets, by average fair market value (or adjusted income basis if the Company elects), are assets that produce or are held for the production of passive income, we will be deemed to be a Passive Foreign Investment Company ("PFIC").

A U.S. Shareholder of a PFIC is subject to special U.S. federal income tax rules in Section 1291 to 1297 of the Code. As described below, these provisions set forth two alternative tax regimes at the election of each such U.S. Shareholder, depending upon whether the U.S. Shareholder elects to treat us as a "qualified electing fund" (a QEF election").

U.S. SHAREHOLDERS ARE STRONGLY URGED TO CONSIDER MAKING A QEF ELECTION TO AVOID CERTAIN POTENTIALLY SIGNIFICANT ADVERSE U.S. TAX CONSEQUENCES

       The QEF Election Alternative

Each U.S. Shareholder is strongly urged to consider making a QEF Election because of the potential benefits of such election that are discussed below, and because we anticipate that we will not have any earnings and profits (as computed for United States federal income tax purposes) for the current taxable year and little, if any, earnings and profits for any future taxable year in which we are a PFIC. There can be no assurance, however, that this will be the case. Accordingly, the timely making of the QEF election, as discussed below, generally should, subject to the discussion below under "Other PFIC Rules", avoid any significant adverse United State federal income tax consequences resulting from any classification of us as a PFIC, although this may depend on a particular U.S. Shareholder's particular circumstances.

A U.S. Shareholder who elects in a timely manner to treat us as a QEF (an "Electing U.S. Shareholder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which we are a PFIC (or is treated as a PFIC with respect to the U.S. Shareholder) on such Electing U.S. Shareholder's pro-rata share of our (i) "net capital gain" (the excess of net long-term capital gain over short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder's taxable year in which, or with which, our taxable year ends, regardless of whether such amounts actually are distributed. An Electing U.S. Shareholder, however, would not take into account any income with respect to any of our taxable years for which we have no earnings and profits. Adjustments are provided generally to prevent double taxation at the time of later distributions on or dispositions of Common Shares.

The QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of our common shares (or deemed to be realized on the pledge of such shareholder's common shares) as capital gain; (ii) treat such shareholder's share of our net capital gain, if any, as long-term capital gain instead of ordinary income; (iii) probably (although in the absence of regulations this matter is not free from doubt) retain in the case of an individual Electing U.S. Shareholder, the "step-up" in the tax basis of Common Shares to the fair market value of such shares on the date of such Electing U.S. Shareholder's death (which would otherwise not be retained); and (iv) generally avoid interest charges resulting from PFIC status altogether.

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In the event we are deemed a PFIC, we intend to comply with the reporting requirements prescribed by Treasury regulations. In particular, we will maintain information so that our ordinary earnings and net capital gain may be determined. However, future regulations may contain reporting and record-keeping requirements that are so onerous that it would not be practicable for us to comply. If, after review of the requirements, we decide not to comply with the PFIC record-keeping requirements, we will so notify our shareholders.

A QEF Election must be made by attaching the following documents to the timely filed U.S. federal income tax return for the first taxable year of the U.S. Shareholder in which or with which our taxable year during which we were a PFIC and the U.S. Shareholder held (or was considered to have held) common shares ends: (i) a "Shareholder Section 1295 Election Statement" executed by the U.S. Shareholder, (ii) a "PFIC Annual Information Statement" received by the U.S. Shareholder from us, and (iii) a Form 8621. In addition, the Electing U.S. Shareholder must file a copy of the Shareholder Section 1295 Election Statement with the Internal Revenue Center, PO Box 21086, Philadelphia, PA 19114. In the case of common shares owned through a U.S entity, the election is made at the entity level.

The following three paragraphs apply to electing U.S. shareholders:

       Dividends Paid on Common Shares:

Dividends paid on our common shares (including any Canadian taxes withheld) to an Electing U.S. Shareholder will be treated as ordinary dividend income for United States federal income tax purposes to the extent of our current and accumulated earnings and profits (as computed for U.S. federal income tax purposes) unless paid out of earnings and profits that were taxed to the Electing U.S. Shareholder under the QEF rules. Such dividends generally will not qualify for the dividends-received deduction available to corporations. Amount in excess of such earnings and profits will be applied against the Electing U.S. Shareholder's tax basis in the common shares, and to the extent in excess of such tax basis, will be treated as gain from a sale or exchange of such common shares.

       Credit for Canadian Taxes Withheld:

Subject to the limitations set forth in Section 904 of the Code (which generally restricts the availability of foreign tax credits to a U.S. Shareholder's tax liability attributable to foreign-source income of the same type as the income with respect to which the tax was imposed, as determined under complex U.S. tax rules), the Canadian tax withheld or paid with respect to dividends on the common shares generally may be taken as a foreign tax credit against United States federal income taxes by an Electing U.S. Shareholder who chooses to claim such a credit for the taxable year. Electing U.S. Shareholders who do not choose to claim foreign tax credits for a taxable year may claim United States tax deduction for such Canadian tax in such taxable year.

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       Disposition of Common Shares:

Any gain or loss on a sale or exchange of common shares by an Electing U.S. Shareholder will be capital gain or loss, which will be long-term capital gain or loss if the common shares have been held for more than one year, and otherwise will be short-term capital or loss. The sale of common shares through certain brokers may be subject to the information reporting and back-up withholdings rules of the Code.

       The Non-QEF Election Alternative

If a U.S. Shareholder does not timely make a QEF Election for the first taxable year during which he holds (or is considered to hold) the common shares in question and we are a PFIC (a "Non-electing U.S. Shareholder"), then special rules under Section 1291 will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of common shares, and (ii) certain "excess distribution" (as defined in the Code) by us. We have never made any distributions with respect to our common shares and we do not anticipate making any such distribution in the foreseeable future.

A non-electing U.S. Shareholder generally would be required to pro-rate all gains realized on the disposition of our common shares and all excess distributions over such shareholder's entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Shareholder (provided such U.S. Shareholder's holding period and beginning after December 31, 1986 for which it was a PFIC) would be taxed at the highest tax rates for each such prior year applicable to ordinary income. Special foreign tax credit rules apply with respect to withholding taxes imposed on amounts that are treated as excess distributions. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Shareholder that is not a corporation must treat this interest charge as "personal interest" which is non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution and no interest charge will be incurred with respect to such balance.

If we are a PFIC for any taxable year during which a non-electing U.S. Shareholder holds, or is considered to hold, our common shares, then we will continue to be treated as a PFIC with respect to such common shares, even if we no longer meet the definition of a PFIC. A Non-electing U.S. Shareholder may determine this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. Certain other elections are also available to Non-Electing U.S. Shareholders.

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       Other PFIC Rules

Certain special, generally adverse, rules will apply with respect to our common shares while we are a PFIC, regardless of whether the common shares are held, or considered to be held, by an Electing or Non-electing U.S. Shareholder. For example, under Section 1297(b)(6) of the Code, a U.S. Shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock. In addition, under Section 1291(f) of the Code, the Treasury has authority to issue regulations that would treat as taxable certain transfers that are generally not so treated, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death, although it is not clear that such authority extends to transfers by Electing U.S. Shareholders.

       Future Developments

The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereafter, and current administrative rulings and court decisions, all of which are subject to change. Any such changes could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many such instances have not yet been promulgated and which may have retroactive effect. Furthermore, legislation has been proposed which would replace the PFIC provisions with a consolidated anti-deferral regime. While this legislation was vetoed, it may be reintroduced in subsequent years.

ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.

       10.7               Statement by Experts

We have placed reliance upon Morgan & Company, Chartered Accountants, of 700 West Georgia Street, Suite 1488, Vancouver, B.C., Canada V7Y 1A1, as experts in accounting and auditing matters.

       10.8               Documents on Display

You may review a copy of our filings with the SEC, including exhibits and schedules filed with it, at the SEC's public reference facilities at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a Web site (HTTP://WWW.SEC.GOV) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. We have made our filings with the SEC electronically as a reporting foreign issuer.

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Item 11.                             Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial statements due to adverse changes in financial market prices and rates, including foreign exchange and interest rates.

Foreign Exchange Rate Sensitivity

Our functional currency is the Canadian dollar with expenses predominantly incurred in Canadian dollars. A relatively small portion of expenses is in U.S. dollars creating some exposure to both currency transaction and currency translation risk. The fluctuation of the US dollar in relation to the Canadian dollar will consequently have a relatively minor financial impact on our operations and may also affect the value of our assets and the amount of our shareholders’ equity. We have not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Interest Rate Sensitivity

We currently have no significant exposure to changes in interest rates. Our long-term and short-term debt is non-interest bearing and requires no interest payments. Thus, we have not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time. Our interest earning investments are relatively small. So any reductions in interest rates will have a relatively minor effect on interest income from these investments.

Item 12.                             Descriptions of Securities Other than Equity Securities

       12.1               Warrants

We have no share purchase warrants issued and outstanding.

       12.2               Stock Options

The Company’s Stock Option Plan (the “Plan”), adopted in December 2006, is administered under the following basic terms and conditions:

       (i) the maximum available for grant is up to 10% of the Company’s issued shares outstanding at any one time;

       (ii) Company employees, directors, officers and consultants are eligible to receive a grant of stock options provided that bona fide services have been rendered and that such services are not in connection with the offer or sale of securities in a capital-raising transaction. There is a 10% limitation of options granted in any one year to one specific employee, director or officer and a 2% annual limitation to one specific consultant;

       (iii) the grant price shall not be less than the market value of the shares at the time of grant less any discount permitted by the relevant regulatory authorities;

       (iv) the exercise price shall be determined by a plan committee at the time of grant;

       (v) the option period shall not exceed five (5) years from the date of grant.

No stock options have been granted and no stock options are outstanding at January 31, 2008 and 2007.

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PART II

Item 13.                             Defaults, Dividend Arrearages and Delinquencies

Not applicable

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

Not applicable

Item 15.                             Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being January 31, 2008, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and our Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our company’s internal controls over financial reporting during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in Canada. A reconciliation of all material differences between Canadian and US GAAP has been disclosed in the notes to the financial statements.

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Management conducted an assessment of the effectiveness of our Company’s internal control over financial reporting as of May 23, 2008, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of May 23, 2008 was effective.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in Canada; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisitions, use, or disposition of our Company’s assets that could have a material affect on the our Company’s financial statements are prevented or detected on a timely basis.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 16A.                      Audit Committee Financial Expert

Audit Committee

Linda Smith and Darcy Krell act as our audit committee; undertakes a review of our company’s financial statements; and determines the adequacy of internal controls and other financial reporting matters. The members of our board of directors are Linda Smith and Shannon Krell and they have determined that no member of either the board or the audit committee is “independent” as the term is used in Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the definition of independent director as defined in section 4200 of the Marketplace Rules of the NASD.

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Audit Committee Financial Expert

Our board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Item 16B.                      Code of Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including President , Chief Financial Officer, contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

(1)        honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)        full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(3)        compliance with applicable governmental laws, rules and regulations;

(4)        the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

(5)        accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our company officers.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s President. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the President, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another.

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Item 16C.                      Principal Accountant Fees and Services

During the fiscal years ended January 31, 2008 and 2007, we incurred approximately $14,000 each year in fees to its principal independent accountant for professional services rendered in connection with the audits of our year end financial statements and its annual report filed on Form 20-F.

During fiscal years ended January 31, 2008 and 2007, we did not incur any fees for professional services rendered by our principal independent accountant for any of the following: (i) information technology services including, but not limited to, operating or supervising or managing our information or local area network or designing or implementing a hardware or software system that aggregate source data underlying the financial statements.

(ii) any other non-assurance services including, but not limited to, tax-related services, actuarial services or valuation services.

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

Not Applicable

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

Not Applicable

PART III

Item 17.                             Financial Statements

Our financial statements for the years ended January 31, 2008 and 2007 were audited by Morgan & Company, Chartered Accountants, without reservation as follows:

Audit report dated May 28, 2008
Balance sheets as at January 31, 2008 and 2007
Statements for the years ended January 31, 2008, 2007 and 2006
	Operations and deficit
	Cash flows

Notes to financial statements for the years ended January 31, 2008 and 2007

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All our financial statements are prepared in accordance with Canadian GAAP and are reconciled to US GAAP in the note disclosure. All figures are expressed in Canadian dollars.

Item 18.	Exhibits
Exhibit 1:	Financial Statements
Exhibit 2:	Certificate of Incorporation*
Exhibit 3:	Memorandum and Articles of Association*
Exhibit 3A:	Notice of Alteration of Articles of Association (Feb 25, 2008)
Exhibit 3B:	Certificate of name change ( March 6, 2008)
Exhibit 4:	Management Agreement dated November 1, 2000 between Gemstar Resources Ltd. and Darcy Krell doing business as DK Financial Consultants.*
Exhibit 5:	Consent of Geologist**
Exhibit 12.1:	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.2:	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 13.1:	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2:	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed with Form 20-F on September 16, 2003

** Previously filed with Form 20-F on December 20, 2004

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SIGNATURE

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.

	ROUGE RESOURCES LTD.
Dated: July 22, 2008
	By:	/s/ Linda Smith
		Linda Smith,
		President and Chief Executive Officer

37

EX-1

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

AUDITORS' REPORT

To the Shareholders of
Rouge Resources Ltd (formerly Gemstar Resources Ltd.)
(An Exploration Stage Company)

We have audited the balance sheets of Rouge Resources Ltd. (formerly Gemstar Resources Ltd.) as at January 31, 2008 and 2007, and the statements of operations and deficit, and cash flows for each of the years ended January 31, 2008, 2007 and 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards 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 January 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years ended January 31, 2008, 2007 and 2006, in accordance with Canadian generally accepted accounting principles.

Vancouver, Canada	“Morgan & Company”
May 28, 2008	Chartered Accountants

Comments by Auditors for U.S. Readers on Canada – U.S. Reporting Conflict

In the United States, reporting standards 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 those described in Note 1 to the financial statements. Our report to the shareholders, dated May 28, 2008 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.

Vancouver, Canada	“Morgan & Company”
May 28, 2008	Chartered Accountants

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

BALANCE SHEETS
(Stated in Canadian Dollars)

		JANUARY 31
		2008			2007
ASSETS
Current
Cash	$	5,999		$	9,656
GST receivable		4,064			-
		10,063			9,656
Credit Card Deposit (Note 3)		6,900			6,900
Mineral Property Interests (Note 4)		70,439			70,439
Equipment (Note 5)		2,641			1,111
	$	90,043		$	88,106
LIABILITIES
Current
Accounts payable and accrued liabilities	$	106,078		$	129,331
Demand loans from related parties, including convertible
promissory note (Note 6)		1,240,741			1,100,674
		1,346,819			1,230,005
SHAREHOLDERS’ DEFICIENCY
Share Capital
Authorized:
Unlimited number (2007 – 10,000,000) common
shares without par value
Issued:
565,171 shares (Note 7)		1,113,471			1,113,471
Equity Component Of Convertible Note (Note 6)		41,781			11,576
Contributed Surplus		11,576			-
Deficit Accumulated During The Exploration Stage		(2,423,604	)		(2,266,946	)
		(1,256,776	)		(1,141,899	)
	$	90,043		$	88,106

Approved on behalf of the Board of Directors:

“Linda Smith”	“Shannon Krell”
Director	Director

The accompanying notes are an integral part of these financial statements.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

STATEMENTS OF OPERATIONS AND DEFICIT
(Stated in Canadian Dollars)

		YEARS ENDED JANUARY 31
		2008			2007			2006
General And Administration Expenses
Amortization	$	1,132		$	614		$	740
Accounting and audit fees		32,369			30,150			35,128
Accretion of convertible note		2,331			1,356			1,356
Bad debt expense		858			8,169			-
Management fees		30,000			30,000			30,000
Office and sundry		33,306			47,456			38,855
Professional fees		12,793			20,150			5,000
Transfer agent and filing fees		9,198			9,194			4,239
Travel and promotion		34,671			35,333			23,061
Net Loss For The Year		(156,658	)		(182,422	)		(138,379	)
Deficit, Beginning Of Year		(2,266,946	)		(2,084,524	)		(1,946,145	)
Deficit, End Of Year	$	(2,423,604	)	$	(2,266,946	)	$	(2,084,524	)
Net Loss Per Share, Basic and diluted	$	(0.28	)	$	(0.32	)	$	(0.24	)
Weighted Average Number Of Shares
Outstanding, Basic and diluted		565,171			565,171			565,171

The accompanying notes are an integral part of these financial statements.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

STATEMENTS OF CASH FLOWS
(Stated in Canadian Dollars)

		YEARS ENDED JANUARY 31
		2008			2007			2006
Cash Flows Provided By (Used In):
Operating Activities
Net loss for the year	$	(156,658	)	$	(182,422	)	$	(138,379	)
Items not requiring use of cash:
Amortization		1,132			614			740
Accretion on convertible note		2,331			1,356			1,356
		153,195			(180,452	)		(136,283	)
Changes in non-cash working capital items:
GST receivable		(4,064	)		5,080			(2,102	)
Accounts payable and accrued liabilities		(23,253	)		9,957			(29,311	)
		(180,512	)		(165,415	)		(167,696	)
Investing Activities
Refund of exploration advance		-			-			112,000
Investment in mineral properties and deferred
exploration costs		-			-			(26,233	)
Purchase of equipment		(2,662	)		-			(1,656	)
		(2,662	)		-			84,111
Financing Activities
Loans from related parties		179,517			158,126			57,511
Long-term debt		-			-			39,676
		179,517			158,126			97,187
(Decrease) Increase In Cash		(3,657	)		(7,289	)		13,602
Cash, Beginning Of Year		9,656			16,945			3,343
Cash, End Of Year	$	5,999		$	9,656		$	16,945
Supplemental Cash Flow Information
Non-cash expenditures– investing activities	$	-		$	-		$	(40,000	)
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN
	Rouge Resources Ltd. (formerly Gemstar Resources Ltd.) (the “Company”) was incorporated in British Columbia, on March 31, 1998, which was also the date of inception. On October 23, 2007, the Company restructured share capital and consolidated the issued shares on a one for ten (1:10) basis. Share and per share information in these financial statements being presented on a retroactive basis as if the share consolidation took place at the beginning of all years presented.
	The Company continues to be engaged in the acquisition, exploration and development of mineral resource properties and has not generated any revenue to date. The deficit has been accumulated during the exploration stage.
	Going Concern
	These financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to a going concern which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As at January 31, 2008, the Company had a working capital deficiency of $1,336,756 (January 31, 2007 - $1,220,349) and has incurred losses since inception of $2,423,604. Further losses are anticipated in the development of its business plan and there can be no assurance that the Company will be able to achieve or maintain profitability. Management is trying to identify sources of additional financing, including loans from related parties, to fund third party liabilities and the ongoing development of the Company’s business plan. There can be no assurance that financing will be available as necessary to meet the Company’s working capital requirements or, if available, that it will be on terms acceptable to the Company. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. Realization values may be substantially different from the carrying values shown in these financial statements should the Company be unable to continue as a going concern.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	These financial statements have been prepared in accordance with Canadian generally accepted accounting principles and reflect management’s consideration of the following significant accounting policies:
	a)	Use of Estimates and Assumptions
		The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods then ended. Actual results could differ from those estimates.
		The significant areas requiring the use of management estimates relate to the determination of impairment in the carrying values for long-lived assets, the carrying amount of accrued liabilities and loans payable, the existence of contingent assets and liabilities, values ascribed to related party transactions and balances and future income tax assets and the related valuation allowance. Management reviews significant estimates on a periodic basis and, when changes in estimates are necessary, makes adjustments prospectively.
	b)	Financial Instruments
		The Company’s financial instruments consist of cash, GST receivable, credit card deposit, accounts payable and accrued liabilities, and loans payable. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from its financial instruments. The fair value of these financial instruments approximates their carrying value due to their short term maturity or capacity of prompt liquidation.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	b)	Financial Instruments (Continued)
		Effective January 1, 2007, the Company adopted the new recommendations of the CICA Handbook Section 1530, Comprehensive Income; Section 3251, Equity; Section 3855, Financial Instruments – Recognition and Measurement; and, Section 3865, Hedges, retroactively without restatement. These new Handbook sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition and measurement of financial instruments and on the use of hedge accounting. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with GAAP. Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated. The adoption of these Handbook sections had no impact on opening deficit.
		Under Section 3855, financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured in the balance sheet at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading, financial assets are measured at fair value and changes in fair value are recognized in net income; available- for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net income.
		Upon adoption of these new standards, the Company classified GST receivable as loans and receivables and current liabilities as other financial liabilities which are measured at amortized cost.
		In accordance with Accounting Standard 3861, “Financial Instruments – Disclosure and Presentation”, the Company uses the residual valuation method to allocate the proceeds of issuance between the convertible note and the embedded conversion feature based on their relative fair values.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	b)	Financial Instruments (Continued)
		Under this method, the debt component is determined by estimating the present value of the future cash payments discounted at a rate of interest, which the Company would be charged in the market place for similar debt without the conversion option. The difference between the proceeds of the loan and the debt component is recorded as equity. The debt component is accreted to its face value at maturity by charging expense using the effective interest rate method over the term of the convertible note.
		The Company had no “other comprehensive income or loss” transactions during the year ended January 31, 2008 and no opening or closing balances for accumulated other comprehensive income or loss.
	c)	Translation of Foreign Currencies
		Currency transactions and balances are translated into the Canadian dollar reporting currency using the temporal method as follows:
		i)	Monetary items are translated at the rates prevailing at the balance sheet date;
		ii)	Non-monetary items are translated at historical rates;
		iii)	Revenues and expenses are translated at average rates in effect during the applicable accounting periods, except amortization translated at historical rates;
		iv)	Gains and losses on foreign currency translation are included in the statements of operations as incurred.
	d)	Cash and Restricted Cash
		Cash consisted of deposits with the bank and a lawyer’s trust account held for the purpose of meeting short-term cash commitments, not for investing or other purposes. The deposit held as security on the Company’s credit card is restricted and reported separately on the balance sheets.
	e)	Mineral Properties and Deferred Exploration Costs
		Costs related to the acquisition and exploration of mineral properties are capitalized by property as incurred. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, capitalized costs are written off to operations. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	e)	Mineral Properties and Deferred Exploration Costs (Continued)
		The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the following: discovery of economically recoverable reserves; the ability of the Company to obtain the necessary financing to complete the exploration and development program; and future profitable production or proceeds from the disposition thereof.
	f)	Equipment
		The Company records amortization on equipment using the declining balance method at 30% per year.
	g)	Long-Lived Assets
		Long-lived assets include interests in mineral properties. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment write downs are recorded in the event mineral properties have been considered to be abandoned.
	h)	Asset Retirement Obligations
		The Company is required to recognize a liability for an asset retirement obligation on long-lived assets when a legal liability exists and the amount of the liability is reasonably determinable. Asset retirement obligations are calculated on discounted future payment estimates and the liability is accreted over the expected term of the obligation. Subsequent adjustments are made on a prospective basis when there are changes to the underlying assumptions. Corresponding amounts and adjustments are added to the carrying value of the related long-lived asset and amortized or depleted to operations in accordance with accounting policy. The Company has determined that it has no legal obligation for asset retirement obligations.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	i)	Stock Based Compensation Plan
		The Company applies the Accounting Standard 3870, “Stock-Based Compensation and Other Stock Based Payments”, required by the Canadian Institute of Chartered Accountants. Under this standard, all stock options granted to consultants are recorded at the fair value of services and goods received. Stock options granted to directors and employees as compensation are measured at the fair value of the shares at the grant date net of the amount, if any, that recipients pay for the options when granted; and are expensed with a corresponding increase to contributed surplus. Upon exercise of the stock options, the amount previously recognized in contributed surplus is recorded as an increase to share capital together with any additional consideration paid by the option holder. As at January 31, 2008 and 2007, no stock options have been granted and no stock options were outstanding.
	j)	Earnings Per Share
		Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of shares issued and fully paid. The calculations of earnings per share on a diluted basis are calculated using the treasury stock method which considers the potential exercise of outstanding financial instruments with equity purchase or conversion features. Basic and diluted (loss) per share are equal as the assumed conversion of equity instruments would be anti-dilutive.
	k)	Income Taxes
		Income taxes are calculated using the asset and liability method of 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. The future income tax assets or liabilities are measured using tax rates and laws expected to apply in the periods that the temporary differences are expected to reverse. Valuation allowances are provided where the probability of realizing (net) future income tax assets is determined to be not more likely than not.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	l)	Variable Interest Entities
		The CICA issued Accounting Guideline 15, “Consolidation of Variable Interest Entities”, to provide accounting guidance related to variable interest entities (“VIE”). A VIE is an entity in which equity investors do not have the characteristics of a “controlling financial interest” or there is not sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has determined that it does not have a primary beneficiary interest in a VIE.
	m)	Recent accounting pronouncements
		The following is a recent accounting pronouncements summary that may affect the Company’s financial statements in future periods:
		i)	Effective January 1, 2007, the Company adopted CICA Section 1506, Accounting Changes. The new standard establishes criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and the correction of errors. The disclosure is to include, on an interim and annual basis, a description and the impact on the Company on any new primary source of GAAP that has been issued but is not yet effective. The impact that the adoption of Section 1506 will have on the Company’s results of operations and financial condition will depend on the nature of future accounting changes.
		ii)	On September 15, 2006, the CICA issued three new accounting standards: Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook Section 3863, Financial Instruments – Presentation. These three standards are applicable for the Company commencing February 1, 2008. The Company is currently evaluating the effects of adopting these standards.
			Section 1535, Capital Disclosures requires that a company disclose information that enables users of its financial statements to evaluate its objectives, policies and procedures for managing capital including disclosures of any externally imposed capital requirements and the consequences for non-compliance.
			New Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments – Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

3.	CREDIT CARD DEPOSIT
	The amount of $6,900 represented a one-year guaranteed investment certificate with interest at 3.3% maturing on October 29, 2008 held by the bank as security for the Company’s credit card usage and has been classified as a non-current asset.
4.	MINERAL PROPERTY INTERESTS
	The Company staked the Dotted Lake Property in the Thunder Mining District of the province of Ontario, Canada, in March 2003, and holds a 100% interest in the property comprising approximately 375 hectares. In order to maintain the mineral claim in good standing, the Company plans to spend approximately $15,000 in exploration on the property by August 11, 2008. As at January 31, 2008, the Company has invested the following amounts:

		2008		2007
Mineral properties
Staking	$	4,206	$	4,206
Deferred exploration costs
Geological survey		40,000		40,000
Geological consulting fees		26,233		26,233
		66,233		66,233
	$	70,439	$	70,439

The Company maintains this property for future exploration expenditures and has determined there was no asset impairment as at January 31, 2008 and 2007.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

5. EQUIPMENT

		2008			2007
Computer equipment, at cost	$	5,970		$	3,309
Accumulated amortization		(3,329	)		(2,198	)
	$	2,641		$	1,111

6.	RELATED PARTY TRANSACTIONS
	a)	As at January 31, 2008, loans payable aggregating $1,174,792 (2007 - $995,275) from the Company’s officers and immediate family members were unsecured, non-interest bearing and have no specific terms of repayment.
	b)	As at January 31, 2008, a loan from an immediate family member of an officer of the Company in the amount of $106,755 (2006 - $105,399) is secured by a convertible promissory note dated February 3, 2003 and amended on December 31, 2005 and December 31, 2007. It is non-interest bearing and now due on January 1, 2011. The note is convertible into 213,510 common shares of the Company prior to maturity at the holder’s option on the basis of one common share for each $0.50 of principal outstanding following the 1:10 share consolidation. Accordingly, $95,179 was originally allocated to the debt and $11,576 to the embedded conversion feature as an equity component. The carrying value was accreted up to its face value of $106,755 over the original term with January 1, 2008 maturity. On December 31, 2007, the maturity date was extended for an additional three years to January 1, 2011 giving rise to note modification and the additional equity component of the debt was determined. Accordingly, $64,974 was allocated to the debt and $41,781 to the embedded conversion feature using an 18% risk-adjusted debt discount rate. Accretion expense of $2,331 was recorded for the year ended January 31, 2008 of which $1,356 related to the original allocation and $975 to the most recent modification (January 31, 2007 and 2006 – $1,356).
	c)	The Company incurred related party management fees and office expenses aggregating $48,000 for each of the years ended January 31, 2008, 2007 and 2006.
		The foregoing related party transactions are conducted in the normal course of business and recorded at their exchange amounts, which is the consideration paid or received by the Company as agreed to between the related parties.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

7.	SHARE CAPITAL
	On October 23, 2007, the Company affected a one for ten (1:10) share consolidation of its authorized, issued and outstanding share capital resulting in all share and per share information in these financial statements being presented on a retroactive basis as if the share consolidation took place at the beginning of all years presented. Accordingly, the issued and outstanding share capital was reduced from 5,651,714 to 565,171 common shares. After the share consolidation, the Company increased its authorized share capital from 10,000,000 common shares to an unlimited number without par value.
	There were no other share transactions for the years ended January 31, 2008 and 2007.
	Stock Option Plan
	The Company’s Stock Option Plan (the “Plan”), adopted in December 2006, is administered under the following basic terms and conditions:
	(i)	the maximum available for grant is up to 10% of the Company’s issued shares outstanding at any one time;
	(ii)	Company employees, directors, officers and consultants are eligible to receive a grant of stock options provided that bona fide services have been rendered and that such services are not in connection with the offer or sale of securities in a capital-raising transaction. There is a 10% limitation of options granted in any one year to one specific employee, director or officer and a 2% annual limitation to one specific consultant;
	(iii)	the grant price shall not be less than the market value of the shares at the time of grant less any discount permitted by the relevant regulatory authorities;
	(iv)	the exercise price shall be determined by a plan committee at the time of grant;
	(v)	the option period shall not exceed five (5) years from the date of grant.
	No stock options have been granted and no stock options are outstanding at January 31, 2008 and 2007.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

8.	INCOME TAXES
	A reconciliation of income taxes at statutory rates to the Company’s effective income tax expense is as follows:

		2008			2007
Statutory tax rate		34%			34%
Expected income tax recovery	$	(49,000	)	$	(62,000	)
Non-deductible differences		1,000			1,000
Future income tax expense (benefit) resulting from
change in tax rate		(61,000	)		-
Unrecognized tax losses and change in valuation
allowance		109,000			61,000
Income tax provision	$	-		$	-

Future tax assets (liabilities) of the Company were as follows:

		2008			2007
Non-capital losses carried-forward	$	251,000		$	288,000
Capital assets		1,000			1,000
Mineral properties and deferred exploration		85,000			92,000
		337,000			381,000
Less: Valuation allowance		(337,000	)		(381,000	)
Future tax asset (liability) recognized	$	-		$	-

As at December 31, 2007, the Company has incurred non-capital losses carried forward totalling $921,000 which expire from 2009 to 2028 as follows:

2009	$	69,000
2010	$	62,000
2014	$	68,000
2015	$	84,000
2026	$	132,000
2027	$	354,000
2028	$	152,000

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

8.	INCOME TAXES (Continued)
	A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these future tax assets. The valuation allowance was deemed necessary as a result of the uncertainty associated with the ultimate realization of these tax assets
9.	SEGMENTED INFORMATION
	As at January 31, 2008 and 2007, the Company operated in one reportable operating segment being the exploration of mineral resources in one geographic segment being Canada.
10.	MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
	These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The material differences between Canadian and US GAAP, which affected the Company’s financial statements, are described and quantified below.
	Mineral Properties and Deferred Exploration Costs
	Under Canadian GAAP, companies have the option to capitalize exploration expenditures on prospective properties until such time as it is determined that further work is not warranted, at which point capitalized costs would be written off. Under US GAAP, mineral property acquisition costs are capitalized and exploration costs are expensed as incurred until such time as economic reserves are quantified. The Company has considered the guidance per EITF 04-2 and has determined that capitalization of mineral property acquisition costs is inappropriate at the current stage of the Company’s mineral property exploration activities under US GAAP.

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

10.	MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)
	Mineral Properties and Deferred Exploration Costs (Continued)
	At this stage, the Company has not yet identified economically recoverable reserves on any of its interests. Accordingly, under US GAAP, all exploration costs incurred are expensed.
	Equity component of convertible note
	Under Canadian GAAP, companies allocate the proceeds of issuance between the convertible debt and the embedded conversion feature based on their relative fair values. Under US GAAP, the Company has considered the guidance per FAS 133 and EITF 00-27 and has determined the entire proceeds of the convertible note should be disclosed as a liability since the embedded conversion feature has no intrinsic value and accordingly does not meet the requirements of an equity component.
	a)        Effect on Balance Sheets

		2008			2007
Mineral properties and deferred exploration costs
Per Canadian GAAP	$	70,439		$	70,439
Deferred exploration costs written off		(66,233	)		(66,233	)
Per US GAAP	$	4,206		$	4,206
Liabilities
Per Canadian GAAP	$	1,346,819			1,230,005
Reversal of equity portion of note		41,781			11,576
Per US GAAP		1,388,600			1,241,581
Shareholders’ deficiency
Per Canadian GAAP	$	(1,256,776	)	$	(1,141,899	)
Deferred exploration costs written off		(66,233	)		(66,233	)
Reversal of equity portion of note		(41,781	)		(11,576	)
Per US GAAP	$	(1,364,790	)	$	(1,219,708	)

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

10. MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

b) Effect on Statements of Operations and Deficit

		2008			2007			2006
Net loss for the year
Per Canadian GAAP	$	(156,658	)	$	(182,422	)	$	(138,379	)
Deferred exploration costs written off		-			-			(66,233	)
Per US GAAP	$	(156,658	)	$	(182,422	)	$	(204,612	)
Net loss per common share, basic and
diluted
Per Canadian GAAP	$	(0.28	)	$	(0.32	)	$	(0.24	)
Deferred exploration costs written off		-			-			(0.12	)
Per US GAAP	$	(0.28	)	$	(0.32	)	$	(0.36	)

c) Effect on Statements of Cash Flows

		2008			2007			2006
Cash flows provided by (used in):
Operating activities
Per Canadian GAAP	$	(180,512	)	$	(165,415	)	$	(167,696	)
Deferred exploration costs written off		-			-			(26,233	)
Per US GAAP	$	(180,512	)	$	(165,415	)	$	(193,929	)
Investing activities
Per Canadian GAAP	$	(2,662	)	$	-		$	84,111
Deferred exploration costs reclassified
to operating activities		-			-			26,233
Per US GAAP	$	(2,662	)	$	-		$	110,344

ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2008 AND 2007
(Stated in Canadian Dollars)

10. MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

d)	Recent United States Accounting Pronouncements
	In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the implementation of SFAS No. 108 will have any material impact on its financial position and results of operations.
	In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company does not expect the implementation of SFAS No. 160 will have any material impact on its financial position and results of operations.

EX-12.1

Exhibit 12.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Linda Smith of Rouge Resources Ltd., certify that:

1.      I have reviewed this annual report on Form 20-F of Rouge Resources Ltd.;

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

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

4.      The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant's disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the company’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reporting financial information; and

     (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 22, 2008

/s/ Linda Smith                                   
Linda Smith,
President and Chief Executive Officer
Rouge Resources Ltd.

EX-12.2

Exhibit 12.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Darcy Krell of Rouge Resources Ltd., certify that:

1.      I have reviewed this annual report on Form 20-F of Rouge Resources Ltd.;

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

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

4.      The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant's disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the company’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reporting financial information; and

     (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 22, 2008

/s/ Darcy Krell                           
Darcy Krell,
Secretary and Chief Financial Officer
Rouge Resources Ltd.

EX-13.1

Exhibit 13.1

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

In connection with the Annual Report of Rouge Resources Ltd. on Form 20-F for the fiscal year ended January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 22, 2008

/s/ Linda Smith                                     
Linda Smith,
President and Chief Executive Officer.
Rouge Resources Ltd.

EX-13.2

Exhibit 13.2

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

In connection with the Annual Report of Rouge Resources Ltd. on Form 20-F for the fiscal year ended January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 22, 2008

/s/ Darcy Krell                                    
Darcy Krell,
Secretary and Chief Financial Officer
Rouge Resources Ltd.