Edgar Filing: ARES VENTURES CORP.

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

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

Commission file number 333-154455

Ares Ventures Corp.
(Exact Name of Registrant as Specified in Its Charter)

Nevada 26-3439095
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

4600 Lamont Street #4-327
San Diego, CA 92109-3535
(Address of Principal Executive Offices & Zip Code)

(858)408-2457
(Telephone Number)

Shane Ellis
Ares Ventures Corp.
4600 Lamont Street #4-327
San Diego, CA 92109-3535
Telephone & Facsimile (858)408-2457
(Name, Address and Telephone Number of Agent for Service)

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

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

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

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

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of January 5, 2010, the registrant had 6,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of January 5, 2010.

ARES VENTURES CORP.
TABLE OF CONTENTS

Page No.
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Part I

Item 1. Business 3
Item 1A. Risk Factors 11
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Securities Holders 14

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 14
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 32
Item 9A. Controls and Procedures 33

Part III

Item 10. Directors and Executive Officers 35
Item 11. Executive Compensation 37
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 38
Item 13. Certain Relationships and Related Transactions 38
Item 14. Principal Accounting Fees and Services 39

Part IV

Item 15. Exhibits 40

Signatures 40

PART I

ITEM 1. BUSINESS

We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report.

The Ray 1-4 Mineral Claims, comprising a total of 82.64 acres, is the only claim
currently owned by the company. If our claim does not contain any reserves all
funds that we spend on exploration will be lost. If we complete our current
exploration program and are successful in identifying a mineral deposit we will
need to expend substantial funds on further drilling and engineering studies
before we will know if we have a commercially viable mineral deposit or reserve.

GLOSSARY

Aeromagnetic survey - a magnetic survey conducted from the air normally
using a helicopter or fixed-wing aircraft to carry the detection instrument
and the recorder.

Alluvium - unconsolidated sediments that are carried and hence deposited by
a stream or river. In the southwest USA many in filled valleys, often
between mountain ranges were deposited with alluvium.

Andesitic to basaltic composition - a range of rock descriptions using the
chemical make-up or mineral norms of the same.

Aphanitic - fine grained crystalline texture.

Blind-basin - a basin practically closed off by enveloping rock exposures
making the central portion of unconsolidated alluvial basin isolated.

Colluvium - loose, unconsolidated material usually derived by gravitational
means, such as falling from a cliff or scarp-face and often due to a sort
of benign erosion such as heating and cooling in a desert environment.

Desert wash - out-wash in dry (desert) or arid areas of colluvium or
alluvial material accumulated on the sides of valleys or basin channels by
often irregular and violent water flow, i.e. flash floods.

Elongate basin - a longer than wide depression that could be favorable to
in-filling by material from adjacent eroding mountains.

Formation - the fundamental unit of similar rock assemblages used in
stratigraphy.

Intermontane belt - between mountains (ranges), a usually longer than wide
depression occurring between enclosing mountain ranges that supply the
erosional material to infill the basin.

Lode mineral claim (Nevada) - with a maximum area contained within 1500'
long by 600' wide = 20.66 acres.

Nuees Ardante or Ladu - an extremely hot, gaseous, somewhat horizontally
ejected lava, often from near the summit that accentuates the downward flow
or "glowing avalanche" because of its mobility.

Overburden or Drift Cover - any loose material which overlies bedrock.

Plagioclase feldspar - a specific range of chemical composition of common
or abundant rock forming silicate minerals.

Playa - the lowest part of an intermontane basin which is frequently
flooded by run-off from the adjacent highlands or by local rainfall.

Plutonic, igneous or intrusive rock - usually a medium to coarser grain
sized crystalline rock that generally is derived from a sub-surface magma
and then consolidated, such as in dykes, plugs, stocks or batholiths, from
smallest to largest.

Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a
specific rock-forming mineral, i.e. augite occurring within a matrix of
finer grained rock-forming minerals.

Quarternary - the youngest period of the Cenozoic era.

Snow equivalent - Approximately 1" of precipitation (rain) = 1' snow.

Syenite - Coarse grained, alkalic, low in quartz intrusive rock.

Trachyte - fine grained or glassy equivalent of a syenite.

Volcaniclastic - Angular to rounded particles of a wide range of size
within (a welded) finer grain-sized matrix of volcanic origin.

GENERAL INFORMATION

The Ray 1-4 mineral claims comprise a total of 82.64 acres. The mineral claim
area may be located on the Esmeralda County, Rock Hill Quadrangle Area. The
claims are motor vehicle accessible from the Town of Tonopah, Nevada by
traveling 51 miles northwest along Highway 95 past the Coaldale junction to a
dirt road traveling east-northeast from the highway. This road is then taken for
2.5 miles to the Ray mineral claims. The beneficial owner of the mineral claims
is Ares Ventures Corp.

The object of our initial exploration undertaking is to assess areas that may
require more detailed investigations to assist in determining their economic
significance.

We have recently commenced exploration work on the claim. Subsequent to the
September 30, 2009 year end the $4,500 deposit to the geologist was applied to
exploration costs incurred and the remainder of the Phase 1 work was completed
and we paid the additional $4,000 to complete payment of the Phase 1 exploration
costs. The geologist recommended a Phase 1A to further investigate anomolies
identified in Phase 1 and we advised him to commence with Phase 1A and paid him
$8,000 for the costs of Phase 1A. The future cost of exploration work on the
property is disclosed in detail in the Plan of Operation section of this report.

There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators. The
Ray property lies in the west central area of the State of Nevada, 51 miles
northwest of the Town of Tonopah on Highway 95 and is accessible from Highway 95
by traveling 2.5 miles to the east-northeast to the property. The Town of
Tonopah offers much of the necessary infrastructure required to base and
carry-out an exploration program (accommodations, communications, equipment and
supplies). Larger or specialized equipment can likely be acquired in the City of
Las Vegas lying 209 miles south of Tonopah by paved road (Highway 95).

A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his geological report.
Detailed prospecting, mapping and reconnaissance MMI soil geochemical surveys of
the claim area is recommended.

The cost of the proposed program is $8,500 for the initial phase of exploration
work, $8,000 for Phase 1A, $9,500 for the contingent second phase and $25,000
for the third phase. During October 2009 the geologist completed Phase 1 of the
exploration program and recommended a followup Phase 1A program. During November
2009 he completed the fieldwork for Phase 1A and we are awaiting his results.

The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report on the
property. There is no guarantee that exploitable mineralization will be found,
nor the quantity or type of minerals if they are found and the extraction
process that will be required. We are also unable to assure you we will be able
to raise the additional funding to proceed with any subsequent work on the claim
if mineralization is found.

ACQUISITION OF THE MINERAL CLAIM

The claim is currently held in trust in the name of our president, Shane Ellis.
We paid $3,500 to Western Minerals Inc. for the staking of the claim.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

The title for the claims is in good standing until September 2010. During the
first week in August 2010 a filing is to be made by the Company to the County
and Bureau of Land Management that we intend to retain the claims and to
continue performing exploration work on them. Such work will be reported and
filed at the appropriate time.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Ray property lies in the west central area of the State of Nevada, 51 miles
northwest of the Town of Tonopah on Highway 95 and is accessible from Highway 95
by traveling 2.5 miles to the east-northeast to the property.

The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur as a snow equivalent. This amount of precipitation suggests a climatic
classification of arid to semi-arid. The summers can experience hot weather,

middle 60's to 70's F(degree) average with high spells of 100+F(degree) while
the winters are generally more severe than the dry belt to the west and can last
from December through February. Temperatures experienced during mid-winter
average, for the month of January, from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).

The Town of Tonopah offers much of the necessary infrastructure required to base
and carry-out an exploration program (accommodations, communications, equipment
and supplies). Larger or specialized equipment can likely be acquired in the
City of Las Vegas lying 209 miles south of Tonopah by paved road (Highway 95).

Infrastructure such as highways and secondary roads, communications,
accommodations and supplies that are essential to carrying-out an exploration
and development program are at hand, between Tonopah, Goldfield and Las Vegas.

The physiography of the Ray property is very low west sloping terrain toward
Highway 95. Much of this general area with many broad open valleys and
moderately high mountain ridges hosts sagebrush and other desert plants on the
low hill slopes.

Mining holds an historical and contemporary place in the development and
economic well being of the area.

The claim area ranges in elevation from 4,600' - 4,650' mean sea level. The
physiographic setting of the property can be described as open desert in the
broad valley within a mosaic of moderately rugged mountains on the west and east
well beyond the claim boundaries. The area has been surficially altered both by
fluvial and wind erosion and the depositional (drift cover) effects of
in-filling. Thickness of drift cover in the valleys may vary considerably, but
quite deep because of its close proximity to the Columbus Salt Marsh.

[MAP SHOWING THE PROPERTY LOCATION]

HISTORY

The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation. The Tonopah District while mainly in Nye County is
on the edge of nearly all of the gold-silver camps of Esmeralda County, if not
strictly in location then certainly as a headquarters and supply depot for the
general area. The Tonopah Camp produced mainly silver with some gold from quartz
veins in Tertiary volcanic rocks. The period 1900-1921 saw the Camp produce from
6.4 million tons of ore, 138 million ounces of silver and 1.5 million ounces of
gold or an average of 22 oz/ton silver and slightly less than 1/4 oz/ton gold,
very rich ore by current standards.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

The regional geology of Nevada is depicted as being underlain by all types of
rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. The oldest units are found to occur in the southeast
corner of the State along the Colorado River. The bedrock units exhibit a
north-south fabric of alternating east-west ranges and valleys. This feature may
suggest E-W compression that may have expression as low angle thrust faults on
walls of some canyons. Faulting plays a large part in many areas of Nevada and
an even larger part in the emplacement of mineral occurrences and ore bodies.

LOCAL GEOLOGY

The local geology about the Candalaria Hills to the west of the Ray 1-4 mineral
claims is an observed, large thrust fault. Older Ordovician aged rocks units are
faulted at a relatively low angle toward the east or southeast bringing these
older rock units over top of the younger Triassic units. The same Ordovician age
rock units are in places thrust over by older Permian age rock units. This
significant structural event was named the Monte Cristo thrust and appears to
have a possible causative effect on the mineralization in the area.

The outcrops partially surrounding or flanking the alluvial covered valley
underlying the mineral claim area suggests mineral occurrences or structurally
prepared bedrock could be sought after in those areas.

PROPERTY GEOLOGY

The geology of the Ray property area may be described as being underlain by
Quaternary age sediments comprised of desert wash, collovium, alluvium and playa
deposits. This younger covered basin within a larger surrounding area of rock
exposure and some known mineral occurrences exhibit a good geological setting
and a good target area in which to conduct mineral exploration.

PROPERTY MINERALIZATION

By far the largest production in the County comes from the vein-type of gold and
silver occurrences in quartz fissure vein replacement in either pre-Tertiary
volcanic or Tertiary volcanic host rocks.

[MAP SHOWING THE REGIONAL GEOLOGY]

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until necessary.
If we are unsuccessful in securing the products, equipment and services we need
we may have to suspend our exploration plans until we are able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.

The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).

PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.
We paid $7,000 for the geology report and staking of the claim.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employee is our sole officer, Shane Ellis. Mr. Ellis currently devotes
four to five hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
the Securities Exchange Act of 1934, including filing Form 10K annually and Form
10Q quarterly. In addition, we will file Form 8K and other proxy and information
statements from time to time as required. We do not intend to voluntarily file
the above reports in the event that our obligation to file such reports is
suspended under the Exchange Act. The public may read and copy any materials
that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.

BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST.

The probability of an individual prospect ever having reserves is extremely
remote. In all probability the property does not contain any reserves. As such,
any funds spent on exploration will probably be lost which will result in a loss
of your investment.

WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.

We were incorporated in September 2008 and we have only recently started our
proposed business activities or realized any revenues. We have no operating
history upon which an evaluation of our future success or failure can be made.
Our net loss was $31,242 from inception to September 30, 2009. Our ability to
achieve and maintain profitability and positive cash flow is dependent upon:

* our ability to locate a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues will cause us to suspend or cease
activities.

BECAUSE WE WILL HAVE TO SPEND ADDITIONAL FUNDS TO DETERMINE IF WE HAVE A
RESERVE, IF WE CAN'T RAISE THE MONEY WE WILL HAVE TO CEASE OPERATIONS AND YOU
COULD LOSE YOUR INVESTMENT.

Even if we complete our current exploration program and it is successful in
identifying a mineral deposit, we will have to spend substantial funds on
further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit, a reserve.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.

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

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.

Because we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In that event, an existing reserve may go
undiscovered. Without a reserve, we cannot generate revenues and you will lose
your investment.

WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES.

Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. We have not attempted to locate or negotiate with any suppliers of
products, equipment or materials. We will attempt to locate products, equipment
and materials when necessary. If we cannot find the products and equipment we
need, we will have to suspend our exploration plans until we do find the
products and equipment we need.

BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 10% OF HIS TIME OR APPROXIMATELY FOUR TO FIVE HOURS PER WEEK TO
OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.

Because our officer and director has other outside business activities and will
only be devoting 10% of his time or four to five hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to our officer and director. As a result, exploration of the property
may be periodically interrupted or suspended.

OUR STOCK IS CONSIDERED PENNY STOCK WHICH LIMITS AN INVESTORS' ABILITY TO SELL
THE STOCK.

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

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our shares are quoted on FINRA's Over the Counter Bulletin Board (OTCBB). To be
eligible for quotation, issuers must remain current in their filings with the
Securities and Exchange Commission. In order for us to remain in compliance we
will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are unable
to generate sufficient revenues to remain in compliance it may be difficult for
shareholders to resell any shares, if at all.

OUR SOLE OFFICER AND DIRECTOR, BENEFICIALLY OWNS 50% OF THE OUTSTANDING SHARES
OF OUR COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT
HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Due to the amount of Mr. Ellis' share ownership in our company, if he chooses to
sell his shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock.

ITEM 2. PROPERTIES

We do not currently own any property. Our offices are located at 4600 Lamont
Street #4-327, San Diego, CA 92109, which is the home office of our president
and are provided to us free of charge. The telephone number is (858)408-2457.
Management believes the current premises are sufficient for its needs at this
time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
year ended September 30, 2009.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are quoted on the OTC Electronic Bulletin Board (OTCBB) under the
symbol "AREV". The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
securities. Securities quoted on the OTCBB that become delinquent in their
required filings will be removed following a 30 or 60 day grace period if they
do not make their required filing during that time. There has been no active
trading of our securities, and, therefore, no high and low bid pricing. As of
the date of this report Ares Ventures had 29 shareholders of record. We have
paid no cash dividends and have no outstanding options.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on

the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

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

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

- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;

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

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

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

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

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

- the bid and offer quotations for the penny stock;

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

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

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

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

REPORTS

We are subject to certain filing requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountant, and will
furnish un-audited quarterly financial reports in our quarterly reports filed
electronically with the Securities and Exchange Commission. All reports and
information filed by us can be found at their website, www.sec.gov.

TRANSFER AGENT

The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

We are still in our exploration stage and have not generated any revenue.

We incurred operating expenses of $30,727 and $515 for the years ended September
30, 2009 and 2008, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our periodic reports. Our net loss from
inception (September 25, 2008) through September 30, 2009 was $31,242.

In September, 2008, a total of 3,000,000 shares of common stock were issued in
exchange for $15,000 US, or $.005 per share. These securities were issued to
Shane Ellis, the officer and director of the company. On May 12, 2009 the
Company completed its S-1 offering, selling 3,000,000 common shares at $.02 per
share for total proceeds of $60,000.

The following table provides selected financial data about our company for the
period ended September 30, 2009.

Balance Sheet Data: 9/30/09
------------------- -------

Cash $47,758
Total assets $47,758
Total liabilities $ 4,000
Shareholders' equity $47,758

Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at September 30, 2009 was $47,758. If we experience a shortage
of funds in the next twelve months we may utilize funds from our director, who
has agreed to advance funds for operations, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to us.

PLAN OF OPERATION

Our plan of operation for the twelve months is to complete Phases 2 and 3 of the
exploration program, if warranted by the results of Phase 1A. In addition to the
$34,500 we anticipate spending for the remainder of the exploration program as
outlined below, we anticipate spending an additional $10,000 on professional
fees, including fees payable in complying with reporting obligations, and
general administrative costs. Total expenditures over the next 12 months are
therefore expected to be approximately $44,500.

The following work program has been recommended by the consulting geologist who
prepared the geology report.

PHASE 1 (COMPLETED)

Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive.
The timeline for accomplishing this phase of fieldwork
including the turn-around time on analyses is approximately
two months $ 8,500
(paid, $4,000
subsequent to 9/30/09)

PHASE 1A (FIELDWORK COMPLETED)

Fill-n MMI sampling to establish a more exact pattern of
Anomalies found in Phase 1. $ 8,000
(paid subsequent to
9/30/09)

PHASE 2

Magnetometer and VLF electromagnetic, grid
controlled surveys over the areas of interest
determined by the Phase 1 survey. Included in this
estimated cost is transportation, accommodation,
board, grid installation, two geophysical surveys,
maps and report 9,500

PHASE 3

Induced polarization survey over grid controlled
anomalous area of interest outlined by Phase 1&2
fieldwork. Hoe or bulldozer trenching, mapping and
sampling of bedrock anomalies. Includes assays, maps
and reports 25,000
-------

Total $51,000
=======

Each phase following phase 1 is contingent upon favorable results from the
previous phase.

We paid the geologist a deposit of $4,500 to commence Phase 1 of the exploration
program, subsequent to September 30, 2009 we applied those funds to the
exploration costs and paid him an additional $4,000 for Phase 1. He completed
Phase 1 in October 2009 and recommended a followup Phase 1 at a cost of $8,000.
He completed the field work for the followup Phase 1A in November 2009, we are
awaiting his results.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.

Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $9,500 and will take
approximately 3 weeks to complete and an additional two to three months for the
consulting geologist to receive the results from the assay lab and prepare his
report.

Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $25,000 and will take approximately one month to
complete and an additional two to three months for the consulting geologist to
receive the results from the assay lab and prepare his report.

We anticipate commencing the second phase of our exploration program in spring
2010 and phase 3 in summer 2010. We have a verbal agreement with Western
Minerals Inc., the consulting geology company who prepared the geology report on
our claim, to retain their services for our planned exploration program. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the exploration program if we
find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 8. FINANCIAL STATEMENTS

SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ares Ventures Corp.
(A Development Stage Company)

We have audited the accompanying balance sheets of Ares Ventures Corp. (A
Development Stage Company) as of September 30, 2009 and September 30, 2008
Re-stated, and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended September 30, 2009 and September
30, 2008 Re-stated and since inception on September 25, 2008 through September
30, 2009. 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 conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ares Ventures Corp. (A
Development Stage Company) as of September 30, 2009 and September 30, 2008
Re-stated, and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended September 30, 2009 and September
30, 2008 Re-stated and since inception on September 25, 2008 through September
30, 2009, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $22,742, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Seale and Beers, CPAs
----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
January 4, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888) 727-8251 Fax: (888) 782-2351

ARES VENTURES CORP.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

As of As of
September 30, September 30,
2009 2008
-------- --------
(restated)

ASSETS

CURRENT ASSETS
Cash $ 47,758 $ 2,000
-------- --------
TOTAL CURRENT ASSETS 47,758 2,000
-------- --------

TOTAL ASSETS $ 47,758 $ 2,000
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable $ 4,000 $ 515
-------- --------
TOTAL CURRENT LIABILITIES 4,000 515

TOTAL LIABILITIES 4,000 515

STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000
shares authorized; 6,000,000 and 3,000,000 shares
issued and outstanding as of September 30, 2009 and
September 30, 2008) 6,000 3,000
Additional paid-in capital 69,000 12,000
Stock Subscription Receivable -- (13,000)
Deficit accumulated during exploration stage (31,242) (515)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 43,758 1,485
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 43,758 $ 2,000
======== ========

The accompanying notes are an integral part of these Financial Statements

ARES VENTURES CORP.
(An Exploration Stage Company)
Statements of Operations
--------------------------------------------------------------------------------

September 25, 2008 September 25, 2008
(inception) (inception)
Year ended through through
September 30, September 30, September 30,
2009 2008 2009
---------- ---------- ----------
(restated)

REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --

OPERATIONG EXPENSES
Office and Administration 5,616 515 6,131
Mineral Exploration Expenses 15,611 -- 15,611
Professional Fees 9,500 -- 9,500
---------- ---------- ----------
TOTAL OPERATING EXPENSES (30,727) (515) (31,242)

Provision for Income Taxes -- -- --
---------- ---------- ----------

NET INCOME (LOSS) $ (30,727) $ (515) $ (31,242)
========== ========== ==========

BASIC EARNINGS (LOSS) PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,158,904 3,000,000
========== ==========

The accompanying notes are an integral part of these Financial Statements

ARES VENTURES CORP.
(An Exploration Stage Company)
Statement of Stockholders' Equity
From September 25, 2008 (Inception) through September 30, 2009
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional Stock During
Common Stock Paid-in Subscription Development
Stock Amount Capital Receivable Stage Total
----- ------ ------- ---------- ----- -----

BALANCE, SEPTEMBER 25, 2008 -- $ -- $ -- $ -- $ -- $ --

Stock issued for cash on September 25,
2008 @ $0.005 per share 3,000,000 3,000 12,000 (13,000) 2,000

Net loss, September 30, 2008 (restated) (515) (515)
---------- ------- -------- --------- --------- --------
BALANCE, SEPTEMBER 30, 2008 (RESTATED) 3,000,000 $ 3,000 $ 12,000 $ (13,000) $ (515) $ 1,485
========== ======= ======== ========= ========= ========

Receipt of cash from stock subscription 13,000 13,000
receivable on October 6, 2008

Stock issued for cash on May 12, 2009
@ $0.02 per share 3,000,000 3,000 57,000 60,000

Net loss, September 30, 2009 (30,727) (30,727)
---------- ------- -------- --------- --------- --------

BALANCE, SEPTEMBER 30, 2009 6,000,000 $ 6,000 $ 69,000 $ -- $ (31,242) $ 43,758
========== ======= ======== ========= ========= ========

The accompanying notes are an integral part of these Financial Statements

ARES VENTURES CORP.
(An Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------

September 25, 2008 September 25, 2008
(inception) (inception)
Year ended through through
September 30, September 30, September 30,
2009 2008 2009
-------- -------- --------
(restated)

OPERATING ACTIVITIES
Net income (loss) $(30,727) $ (515) $(31,242)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable 3,485 515 4,0003
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (27,242) -- (27,242)

INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --

FINANCING ACTIVITIES
Issuance of Common Stock 60,000 15,000 75,000
Stock Subscription Receivable 13,000 (13,000) --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 73,000 2,000 75,000
-------- -------- --------

NET INCREASE (DECREASE) IN CASH 45,758 2,000 47,758

CASH AT BEGINNING OF PERIOD 2,000 -- --
-------- -------- --------

CASH AT END OF PERIOD $ 47,758 $ 2,000 $ 47,758
======== ======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========

Income Taxes $ -- $ -- $ --
======== ======== ========

Noncash Financing Activities
Stock Subscription Receivable $(13,000) $ 13,000 $ --
======== ======== ========

The accompanying notes are an integral part of these Financial Statements

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Ares Ventures Corp. (the Company) was incorporated under the laws of the State
of Nevada on September 25, 2008. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.

The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization, development of its business plan and
the first phase of its exploration plan.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30, year-end.

B. BASIC EARNINGS PER SHARE

ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. INCOME TAXES

Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. REVENUE

The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.

G. ADVERTISING

The Company will expense its advertising when incurred. There has been no
advertising since inception.

NEW ACCOUNTING PRONOUNCEMENTS:

RECENT ACCOUNTING PRONOUNCEMENTS

June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first fiscal year
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SFAS 167 is effective as of the beginning of the first fiscal year that begins
after November 15, 2009. SFAS 167 will be effective for the Company beginning in
2010. The Company does not expect the provisions of SFAS 167 to have a material
effect on the financial position, results of operations or cash flows of the
Company.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.

In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

NOTE 3. GOING CONCERN

The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from September 25, 2008
(inception) to September 30, 2009 and generated a net loss of $31,242. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $47,758
is sufficient to cover the expenses they will incur during the next twelve
months in a limited operations scenario or until they raise additional funding.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The sole
officer and director of the Company is involved in other business activities and
may, in the future, become involved in other business opportunities as they
become available.

Thus he may face a conflict in selecting between the Company and his other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 6. INCOME TAXES

As of September 30, 2009
------------------------
Deferred tax assets:
Net operating tax carryforwards $ 22,742
Other 0
--------
Gross deferred tax assets 7,732
Valuation allowance (7,732)
--------

Net deferred tax assets $ 0
========

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of September 30, 2009, the Company has a net operating loss carryforward of
approximately $31,242. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.

On September 25, 2008 the Company issued a total of 3,000,000 shares of common
stock to one director for cash at $0.005 per share for a total of $15,000.

On May 12, 2009 the Company completed its S-1 offering, selling 3,000,000 common
shares at $.02 per share for total proceeds of $60,000.

As of September 30, 2009 the Company had 6,000,000 shares of common stock issued
and outstanding.

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2009:

* Common stock, $ 0.001 par value: 75,000,000 shares authorized;
6,000,000 shares issued and outstanding.

NOTE 10. MINERAL EXPLORATION EXPENSES

The Company engaged its geologist to perform exploration work in April 2009 and
paid him a retainer of $4,500 to start. As of the end of this fiscal year the
majority of exploration work had been completed though the final balance for
work done was not invoiced till October 10, 2009. As such the entire amount of
$8,500 was expensed in this fiscal year with the balance of $4,000 accruing as
an account payable.

NOTE 11. RESTATED FINANCIAL STATEMENTS

The Company has restated its financial statements for the year ended September
30, 2008, in conjunction with the PCAOB revocation of the registration of its
prior auditor. The Company had its financial statements re-audited during which
it re-evaluated a transaction involving the sale of common shares to its
founding director in concurrence with its new audit firm. As a result, the
Company determined that funds that had previously been recorded as cash should
be recorded as a Stock Subscription Receivable. This adjustment resulted in a
decrease in cash of $13,000 and a corresponding increase in Stock

Subscription Receivable on the Balance Sheet, Statement of Stockholders' Equity,
and Statement of Cash Flows for the year ended September 30, 2008. The following
is a comparison of the summarized financial statements of the Company before and
after the restatement.

ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2009
--------------------------------------------------------------------------------

NOTE 11. RESTATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended to
September 30, 2008
---------------------------------------------
Original Restated Change
-------- -------- --------
BALANCE SHEET

Cash $ 15,000 $ 2,000 $(13,000)
-------- -------- --------
Total Current Assets 15,000 2,000 (13,000)
Total Assets 15,000 2,000 (13,000)
Stock Subscription Receivable -- (13,000) (13,000)
-------- -------- --------
Total Stockholders' Equity 14,485 1,485 (13,000)
-------- -------- --------
Total Liabilities and Stockholders' Equity $ 15,000 $ 2,000 $(13,000)
======== ======== ========

STATEMENT OF CASHFLOWS
Stock Subscription Receivable $ -- $(13,000) $(13,000)
-------- -------- --------
Net cash provided by (used in) financing activities 15,000 2,000 (13,000)
-------- -------- --------
Net increase (decrease) in cash 15,000 2,000 (13,000)
-------- -------- --------

NOTE 12. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through
December 31, 2009 and determined there are no items to disclose.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

(a) Dismissal of Moore & Associates Chartered

On August 4, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 4, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for the year or
subsequent interim period contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Registrant's audited financial statements contained
in its Form 10-K for the fiscal year ended September 30, 2008 a going concern
qualification in the registrant's audited financial statements.

During the registrant's most recent fiscal year and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.

The registrant requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agreed with the above statements. On September 2, 2009, Moore and Associates
declined our request for the letter.

On September 2, 2009 the registrant was advised by the Securities and Exchange
Commission that the Public Company Accounting Oversight Board (PCAOB) had
revoked the registration of Moore and Associates, Chartered on August 27, 2009
because of violations of PCAOB rules and auditing standards in auditing the
financial statements, PCAOB rules and quality controls standards, and Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
non-cooperation with a Board investigation.

As Moore and Associates, Chartered is no longer registered with the PCAOB; the
registrant may no longer include Moore and Associates, Chartered's audit reports
or consents in filings with the Commission made on or after August 27, 2009. We
were required to have Seale and Bears, CPA's, our new independent accoutant,
re-audit the financial statements for the year ended September 30, 2008.

b) Engagement of Seale and Beers, CPAs

On August 4, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the most recent fiscal year and the interim
periods preceding the engagement, the registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-B.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of September 30, 2009, based on the framework set forth
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.

We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2010.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended September 30,
2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The officer and director of Ares Ventures, whose one year terms will expire
9/30/10, or at such a time as their successor(s) shall be elected and qualified
are as follows:

Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------

Shane Ellis 39 President, 9/25/08 9/30/10
4600 Lamont St. #4-327 Secretary,
San Diego, CA 92109 Treasurer,
CFO, CEO &
Director

The foregoing person is a promoter of Ares Ventures Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Directors are elected to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of the board of
directors following the next annual meeting of stockholders and until their
successors have been elected and qualified.

Shane Ellis currently devotes four to five hours per week to company matters, in
the future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

BACKGROUND INFORMATION

SHANE ELLIS has been the President, Secretary, Treasurer and a Director of Ares
Ventures since September 25, 2008 (inception).

Mr. Ellis, 38, worked for Arthur Andersen LLP from 1994 to 1997 as an auditor
for a diverse client base. He assisted with preparation, review and filing of
Forms S-1 and SB-2 with the SEC in conjunction with clients' Initial Public
Offerings. He then joined Reality Check Studios from 1997 to 1999 as CFO. From
November, 1999 to October, 2002 he was CFO of Presto Studios, Inc. From June,
2000 to February, 2005 he worked for the County of San Diego as an Internal
Finance Auditor where he performed a variety of professional auditing duties and
advisory services. In February, 2005 he joined the San Diego County Regional
Airport Authority as a Senior Internal Auditor leading highly complex auditing
projects and currently still holds this position.

Mr. Ellis holds a Certified Governmental Auditing Professional certificate and
is also a member of the Institute of Internal Auditors. He graduated from the
University of Southern California in 1993 with a B.S. Degree in Business
Administration.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

CONFLICT OF INTEREST

Our Officer and Director does not currently devote all of his business time to
our operations.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and only one officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Our current officer receives no compensation. The current Board of Directors is
comprised of Shane Ellis.

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------

Shane Ellis, 2009 0 0 0 0 0 0 0 0
President, 2008 0 0 0 0 0 0 0 0
CFO & CEO

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------

Shane 0 0 0 0 0 0 0 0 0
Ellis
CEO & CFO

DIRECTOR COMPENSATION

Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----

Shane Ellis 0 0 0 0 0 0 0
Director

There are no current employment agreements between the company and its executive
officer.

In September 2008 Shane Ellis purchased 3,000,000 shares of our common stock at
$0.005 per share. The terms of the stock issuance was as fair to the company, in
the opinion of the board of directors, as could have been made with an
unaffiliated third party.

Mr. Ellis currently devotes approximately four to five hours per week to manage
the affairs of the company. He has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Ares Ventures
Corp. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock:

Name of No. of Percentage
Beneficial Owner (1) Shares of Ownership:
-------------------- ------ -------------

Shane Ellis 3,000,000 50%

All Officers and
Directors as a Group 3,000,000 50%

----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 2008 Shane Ellis purchased 3,000,000 shares of our common stock at
$0.005 per share. All of such shares are "restricted" securities, as that term
is defined by the Securities Act of 1933, as amended, and are held by the
officer and director of the Company. (See "Principal Stockholders".)

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $8,000 for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended September 30, 2009.

For the year ended September 30, 2008, the total fees charged to the company for
audit services were $Nil, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.

PART IV

ITEM 15. EXHIBITS

Exhibit No. Exhibit Incorporated by Reference or Filed Herewith
----------- ------- -------------------------------------------

3.1 Articles of Incorporation Incorporated by reference to the Registration
Statement on Form S-1 filed with the SEC on
October 20, 2008, File No. 333-154455

3.2 Bylaws Incorporated by reference to the Registration
Statement on Form S-1 filed with the SEC on
October 20, 2008, File No. 333-154455

31 Section 302 Certification of Filed herewith
Chief Executive Officer &
Chief Financial Officer

32 Section 906 Certification of Filed herewith
Chief Executive Officer and
Chief Financial Officer

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of San Diego, state
of California, on January 5, 2010.

Ares Ventures Corp., Registrant

/s/ Shane Ellis January 5, 2010
------------------------------------- ---------------
Shane Ellis, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)