SOMBRIO CAPITAL CORP - FORM 10-K

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EX-32.1 - SOMBRIO CAPITAL 10K, CERTIFICATION 906 - SOMBRIO CAPITAL CORP	sombrioexh32_1.htm
EX-31.1 - SOMBRIO CAPITAL 10K, CERTIFICATION 302 - SOMBRIO CAPITAL CORP	sombrioexh31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to________________

Commission file number 000-52667

SOMBRIO CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Nevada	98-0533822
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

311 Tawny Road, Sarnia,
Ontario, Canada	N7S 5K1
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 519-542-1229

Securities registered under Section 12(b) of the Act:

None	N/A
Title of each class	Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

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

Yes o No x

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No x

Indicate by checkmark whether the registrant has (1) 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 o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. x

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

	Large accelerated filer	o (Do not check if a smaller reporting company)	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

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

Yes x No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter: 218,749.80 based on a price of $0.10 per share, being the issue price per share of the last private placement of our company in April, 2007. The aggregate market value as determined by the average of bid and ask closing prices is inapplicable due to the fact that the common shares of our company have not traded to date.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 7,187,498 shares of common stock as of January 7, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

PART I

Forward Looking Statements.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

●	the uncertainty that we will not be able to successfully identify and evaluation a suitable business opportunity;

●	risks related to the large number of established and well-financed entities that are actively seeking suitable business opportunities;

●	risks related to the failure to successfully management or achieve growth of a new business opportunity; and

●	other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "Sombrio" mean Sombrio Capital Corp., unless the context clearly requires otherwise.

ITEM 1. BUSINESS

General

We were incorporated as Sombrio Capital Corp. under the laws of Nevada on March 31, 2006. We are an exploration stage company engaged in the acquisition and exploration of mineral properties. On January 28, 2009, we decided to abandon our Lincoln 1 mineral claim due to our unsuccessful explorations to date and our inability to attract investment capital to proceed with further exploration on the claim.

On April 20, 2010, we entered in a Mineral Lease Agreement whereby we leased from Timberwolf Minerals, LTD a total of five (5) unpatented lode mining claims in the State of Nevada which we refer to as the Enright Hill Prospect. These mineral claims are located in Sections 7 & 8, Township 46 North, Range 5 East, Mt. Diablo Meridian, Elko County, Nevada, USA, owned by Timberwolf Minerals LTD.

According to the lease Sombrio has agreed to pay Timberwolf Minerals, LTD minimum royalty payments which shall be paid in advance. Sombrio paid the sum of $5,000 upon execution of this lease, plus State and Bureau of Land Management filing fees for 2010 totaling $756.50 . Sombrio has agreed to pay $7,500 on or before the first anniversary of the lease, $10,000 on or before the second and third anniversary of the lease, $25,000 on or before the fourth anniversary of the lease and each annual payment after that shall be $25,000. Sombrio will pay Timberwolf Minerals, LTD a royalty of 1.5% of the Net Returns from all ores, minerals, concentrates, or other products mined and removed from the property and sold or processed by Sombrio, quarterly. Sombrio has the right to purchase the total 1.5% Net Smelter Return before the seventh (7th) Anniversary for a total cost of $5,000,000. If Sombrio fails to pay the purchase price before the 7th Anniversary, the lease agreement will terminate and the property will be returned to the Lessor. The term of this lease is for twenty (20) years, renewable for an additional twenty (20) years so long as conditions of the lease are met.

Our plan of operations is to conduct mineral exploration activities on the Enright Hill Prospect in order to assess whether these claims possess commercially exploitable mineral deposits. (Commercially exploitable mineral deposits are deposits which are suitably adequate or prepared for productive use of a natural accumulation of minerals or ores). Our exploration program is designed to explore for commercially viable deposits of gold, silver, copper or any other valuable minerals. (Commercially viable deposits are deposits which are suitably adequate or prepared for productive use of an economically workable natural accumulation of minerals or ores). We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims. (A reserve is an estimate within specified accuracy limits of the valuable metal or mineral content of known deposits that may be produced under current economic conditions and with present technology). We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on our mineral claims.

Upon acquiring a lease on the Enright Hill Prospect, David A. Wolfe, Professional Geologist, prepared a geologic report for us on the mineral exploration potential of the claims. Mr. Wolfe is the President of Timberwolf Minerals LTD, the company from whom we leased the property. Included in this report is a recommended exploration program which consists of mapping, sampling, staking additional claims and drilling.

At this time we are uncertain of the extent of mineral exploration we will conduct before concluding that there are, or are not, commercially viable minerals on our claims. Further phases beyond the current exploration program will be dependent upon numerous factors such as Mr. Wolfe’s recommendations based upon ongoing exploration program results and our available funds.

We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We will not generate revenues even if our exploration program indicates that a mineral deposit may exist on our mineral claims. Accordingly, we will dependent on future additional financing in order to maintain our operations and continue our exploration activities.

If we are unable to raise additional funds and we do not start generating revenue to a point where we can continue to operate, we may be forced to cease operations and close our business. We are still pursuing our business plan but to date we have not been able to raise additional funds through either debt or equity offerings, and without additional cash we will not be able to pursue our plan of operations and will not be able to begin generating revenue. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. As a result of the foregoing, we have recently begun to explore our options regarding the development of a new business plan and direction. We are currently engaged in discussions with a company regarding the possibility of a reverse merger involving our company. At this stage, no definitive terms have been agreed to and neither party is currently bound to proceed with the merger.

Competition

We are a junior mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We will also be competing with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Compliance with Government Regulation

As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program. There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We currently have budgeted $1,000 for regulatory compliance.

Employees

Currently our only employee is our sole director and officer. We do not expect any material changes in the number of employees over the next 12 month period. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. Our sole officer does not have an employment agreement with us.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

ITEM 1A. RISK FACTORS

Our Common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below:

RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION

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

Our current operating funds not sufficient to complete the initial phase of preliminary exploration of our mineral claims and we will need to obtain additional financing in order to complete our business plan. As of October 31, 2010, we had cash on hand of $Nil and working capital of $(37,125). Our business plan calls for significant expenses in connection with the exploration of our mineral claims. The exploration programs on our property as recommended by our consulting geologist is estimated to cost approximately $149,100. We will require additional financing in order to complete phase one through four of the recommended exploration program. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market price of gold. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Because we lease the Enright Hills Prospect, we face the risk of not being able to meet the requirements of the lease and may be forced to default on the agreement

Under the terms of the lease on the Enright Hills Prospect, Sombrio has agreed to pay minimum annual royalties on or before April of every year. If Sombrio is unable to meet these obligations, we may be forced to default on the agreement and the lease may be terminated by the owner resulting in lose of the property for Sombrio.

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

We have only begun the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully. We were incorporated on March 31, 2006, and to date have been involved primarily in organizational activities, evaluating resource projects and staking mineral claims. We have not earned any revenues and have not achieved profitability as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment in this offering.

Because we do not have any revenues, we expect to incur operating losses for the foreseeable future.

We have never earned revenues and we have never been profitable. Prior to completing exploration on the mineral property, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate financing to continue the exploration of our mineral claims, we will fail and you will lose your entire investment in this offering.

We have yet to attain profitable operations and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about the company’s ability to continue as a going concern.

We have incurred a net loss of $147,898 for the period from March 31, 2006 (inception) to October 31, 2010, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claim. These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with this prospectus have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the period ended October 31, 2010. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

If our costs of exploration are greater than anticipated, then we will not be able to complete the exploration program for our Enright Hills Prospect without additional financing, of which there is no assurance that we would be able to obtain.

We are proceeding with the initial stages of exploration on our Enright Hills Prospect. We are proceeding to carry out an exploration program that has been recommended in a geological report that we obtained on the Enright Hills Prospect. This exploration program outlines a budget for completion of the recommended exploration program. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the summer exploration season, unanticipated problems in completing the exploration program and delays experienced in completing the exploration program. Increases in exploration costs could result in us not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of gold or other valuable minerals on our mineral claims. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold or silver in our mineral claim. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. In the course of carrying out exploration of our Enright Hills Prospect, 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. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in this offering.

If we discover commercial reserves of precious metals on our mineral property, we can provide no assurance that we will be able to successfully advance the mineral claims into commercial production.

Our mineral property does not contain any known bodies of ore. If our exploration programs are successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the mineral claims into commercial production. In such an event, we may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible, and you may lose your entire investment in this offering.

Because access to our mineral claims is often restricted by inclement weather, we may be delayed in our exploration and any future mining efforts.

Access to the mineral claims is restricted to the approximate period between Easter and Thanksgiving of each year due to snow and storms in the area. As a result, any attempts to visit, test or explore the property are largely limited to the few months out of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as in mining and production in the event that commercial amounts of minerals are found. This could cause our business venture to fail and the loss of your entire investment in this offering.

As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We currently have budgeted $1,000 for regulatory compliance.

If we do not find a joint venture partner for the continued development of our mineral claims, we may not be able to advance the exploration work.

If the initial results of our mineral exploration program are successful, we may try to enter into a joint venture agreement with a partner for the further exploration and possible production of our mineral claims. We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a partner. The possible partner could have a limited ability to enter into joint venture agreements with junior exploration programs and will seek the junior exploration companies who have the properties that they deem to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our interest in the mineral claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may fail and you will lose your entire investment in this offering.

Because our executive officer has limited experience in mineral exploration and does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.

Our executive officer has limited experience in mineral exploration and does not have formal training as a geologist or in the technical aspects of management of a mineral exploration company. As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral claims. With no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working within this industry. Our decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, the lack of training and experience of our management in this industry could result in management making decisions that could result in a reduced likelihood of our being able to locate commercially exploitable reserves on our mineral claims with the result that we would not be able to achieve revenues or raise further financing to continue exploration activities. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail and you will lose your entire investment in this offering.

Because our executive officer has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Our executive officer is spending approximately eight hours per week of his business time on providing management services to us. While our executive officer presently possesses adequate time to attend to our interests, it is possible that the demands on him from his other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

Because of the fiercely competitive nature of the mining industry, we may be unable to maintain or acquire attractive mining properties on acceptable terms which will materially affect our financial condition.

The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.

Because our director is a Canadian resident, difficulty may arise in attempting to effect service or process on him in Canada.

Because our sole director is a Canadian resident, difficulty may arise in attempting to effect service or process on him in Canada or in enforcing a judgment against Sombrio’s assets located outside of the United States.

Because our president owns 69.56% of our outstanding common stock, investors may find that corporate decisions influenced by the president are inconsistent with the best interests of other stockholders.

Mr. MacAlpine is our president, chief financial officer and sole director. He owns approximately 69% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of Mr. MacAlpine may still differ from the interests of the other stockholders. Mr. MacAlpine owns 5,000,000 common shares for which he paid $0.001.

RISKS RELATING TO OUR COMMON STOCK

We have not paid any dividends and do not foresee paying dividends in the future.

Payment of dividends on our common stock is within the discretion of the board of directors and will depend upon our future earnings, our capital requirements, financial condition and other relevant factors. We have no plan to declare any dividends in the foreseeable future.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.

Our common stock is subject to the “Penny Stock” rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

The shares of the company constitute a penny stock under the Securities and Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. Our securities are subject to the “penny stock rules” adopted pursuant to Section 15(g) of the Exchange Act. The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stock” because of the requirements of the “penny stock rules” and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the “penny stock rules”, investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

ITEM 2. PROPERTIES.

Executive Offices

Our executive offices are located at 311 Tawny Road, Sarnia, Ontario N7S 5K1, Canada. Mr. Ken MacAlpine, our sole director and officer, currently provides this space to us free of charge. This space may not be available to us free of charge in the future. We do not own any real property.

The Enright Hill Property

The Enright Hill Prospect is comprised of five (5) unpatented lode mining claims located in Sections 7& 8 Township 46 North, Range 55 East, Mt. Diablo Meridian, Elko County, Nevada, USA, owned by Timberwolf Minerals LTD. Details of the unpatented mining claims are as follows:

Claim Name		BLM Serial No.
EH-3		998680
EH-4		998681
EH-5		998682
EH-6		998683
EH-12		998689

Location and Access

The Enright Hill Prospect is located in the Hicks District, approx. 10 miles Northeast of Mountain City, in northern Elko County. The property is approx. 80 miles north of Elko, Centered on Sections 7 & 8, T 46 N, R 55 E, MDPM.

The property lies at elevations of 7,000 to 7,500 ft. The area is inaccessible in winter, from roughly Thanksgiving to Easter, but could be kept open without too much difficulty once production begins.

From St. Hwy NV225 at Wildhorse Reservoir, turn East onto Gold Creek Road, go approx. 8 miles, turn left(North) on well-traveled dirt road approx. 7 miles to T-intersection. Turn right (East) approx. 6 miles, turn left (North) on well-traveled dirt road, past The Mahoganies, 14 miles to turnoff on left 2 miles to property.

A map showing the location and access to the Enright Hill Prospect is provided below:

Local Resources

Water for drilling is available from a spring on the east side of the property. A larger stream is located approx. 5-6 miles south on access road. Production quantities would require water wells on the property. Contacts with basin-fill Tertiary volcanics along the eastern flank of the property typically carry large quantities of water in this type terrain. There are several locations from which to bring in electric within 5-10 miles, which is not an uncommon distance in Nevada. There are several open-pit gold mines in the area just west of Wildhorse Reservoir, now closed and inactive, which obtained local labor. Jerritt Canyon mine, located approx. 10 miles south of Wildhorse Reservoir supplements the local labor force with workers bussed in from Elko. At this time, production at Jerritt is shut down with short periods of activity, and all local labor should be available. All other services are available out of Elko.

Physiography and Climate

Historical Exploration

History

Prospectors found gold on Enright Hill in the 1870's and quickly developed small working at the Bieroth Adit, the Enright Hill Deposit, and the Never Sweat Mine.

The Enright Hill property has been the focus of a number of limited exploration efforts in recent time. In the 1970’s, Cordilleran Exploration drilled 21 holes to depths of 10-160 ft, intersecting 1-3 oz/t Ag mineralization. Presumably the holes were drilled along the altered quartz-sericite-arsenopyrite zone that trends northeast from the Bieroth Adit, where numerous un-reclaimed drill roads and trenches are cut perpendicular to the altered trend.

In 1989, Westfield Minerals announced a small gold resource of approx. 20,000 oz. on Enright Hill. It is not known if this was based solely on prior work, or if Westfield drilled any additional holes on the property. The resource is unconfirmed and should be considered a potential resource only.

In 1996, the Timberwolf Minerals identified the area while consulting for Crown Resources, and recommended the area for acquisition. Crown staked the open ground in the area, but did not contact Banner Development Corporation, who held a block of claims over the central mineralized structure. Crown’s efforts were limited to minimal mapping and geochemical sampling. Crown discontinued its exploration program in 1998, and quit- claimed the property to the author. Efforts to find another interested party at that time of depressed metal prices were unsuccessful, and the area was dropped.

Banner held their claims until approx. 2000, then re-staked a limited line of SW trending claims in 2002-2003, leaving the main mineralized drill target mostly open.

The open area on Enright Hill was re-staked by Timberwolf Minerals in September, 2008.

Present Condition and Current State of Exploration

The Enright Hills Prospect presently does not have any known mineral reserves. The property that is the subject of our mineral claims is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the property that is the subject of the mineral claim.

Geology of the Enright Hill Prospect

The Enright Hill area lies in a structurally complex area. The property lies along the northeast extension of the Midas Rift, a broad northeast-trending zone of left-lateral strike-slip faulting that extends from California across Nevada and into Wyoming. The Comstock Lode, Florida Canyon, Getchell/Twin Creeks, Midas, Jerritt Canyon, Big Springs, and Doby George deposits all occur along this major structural zone.

Geological Report on the Enright Hills Prospect

The geologic report obtained on the Enright Hills Prospect concluded that at Enright Hill, drill targets in the upper plate, in Chainman shales and altered intrusive, as well as the lower plate carbonates, are as yet untested. The overall target area, defined by alteration and anomalous gold-silver values, underlies an area at least 3,000 to 4,000 ft wide and 5,000 ft long, elongate NE-SW.

Our Planned Exploration Program

The geological report of David A. Wolfe recommended the completion a four phase preliminary exploration program which is summarized below. We have determined, based on the recommendation of the initial geological report, to proceed with this exploration program.

Phase	Description of Phase of Exploration	Estimated Cost
Phase I	Detailed mapping and geochemical sampling	$	5,200.00
Phase II	Additional geologic mapping and geochemical sampling based on preliminary sampling		10,050.00
Phase III	Drill hole planning, staking and permitting		18,850.00
Phase IV	Reverse Circulation drilling of 3 holes to 900 ft each		115,000.00
	Total Estimated Cost	$	149,100.00

Phase One of the Exploration Program

The first phase of the exploration program is the detailed mapping and geochemical sampling of the claims and target areas near the top of Enright Hill to better define the gold-silver mineralization, and further enhance the project. This will phase require approximately 6 days on the property and the collection of approximately 25 samples. The company currently does not have sufficient cash reserves to proceed with this phase of its exploration program.

Phase Two of the Exploration Program

We will base Phase Two on the recommendations of a summary report of Phase One carried out by Mr. Wolfe. We expect Phase Two to consist of follow up mapping and geochemical sampling based on any trends identified in Phase One. Phase Two is expected to require approximately 10 days in the field and the collection of approximately 50 samples. The company currently does not have sufficient cash reserves to proceed with this phase of its exploration program.

Phase Three of the Exploration Program

Phase three of the exploration will be based on the summary reports of both Phase One and Two of the exploration program and is expected to consist of drill hole planning, staking and permitting. We expect to stake and permit approximately 20 additional claims. The company currently does not have sufficient cash reserves to proceed with this phase of its exploration program.

Phase Four of the Exploration Program

We will make a determination whether to proceed with the fourth phase of the exploration program upon completion of phase three. In completing this determination, we will make an assessment as to whether the results of the three phases of the work program are sufficiently positive to warrant us proceeding with further additional exploration. The geochemistry of the selected samples collected will have to show trace amounts of mineralization, including gold

and copper, to be considered positive. The fourth phase of the exploration program would likely be comprised of a reverse circulation drill program of three holes of approximately 900 feet each and a geological interpretation of the results of the drilling program. The drilling program would require access to the site of the mineral claims with drilling equipment, the issuance of a work permit and the posting of a bond. The estimated cost of completion of this fourth phase of the exploration program is approximately $115,000. This phase is expected to take approximately four to eight weeks to complete. Positive drilling results at this phase could indicate zones of mineralization but will not indicate, in any way, mineral reserves.

We anticipate engaging David Wolfe to conduct each phase of the exploration work on the property, based on his experience with the exploration of the property and his knowledge of the surrounding geology. The company currently does not have sufficient cash reserves to proceed with any phase of its exploration program.

We plan to continue exploration of our mineral claims for so long as the results of the geological exploration that we complete indicate the further exploration of our mineral claims is recommended.

If our exploration activities result in an indication that our mineral claims contain potentially commercial exploitable quantities of gold and/ or silver, then we would attempt to complete feasibility studies on our property to assess whether commercial exploitation of the property would be commercially feasible. There is no assurance that commercial exploitation of our mineral claims would be commercially feasible even if our initial exploration programs show evidence of gold and/ or silver mineralization. Further, additional advanced exploration of our property beyond the third phase of the exploration program which, will include comprehensive drilling of our property, will be required before any feasibility study may be completed.

If we determine not to proceed with further exploration of our mineral claims due to results from geological exploration that indicate that further exploration is not recommended or due to our lack of financing, we will attempt to acquire an interest in a new resource property. Due to our limited finances, there is no assurance that we would be able to acquire an interest in a new property that merits further exploration. If we were to acquire an interest in a new property, then our plan would be to conduct resource exploration of the new property. In any event, we anticipate that our acquisition of a new property and any exploration activities that we would undertake will be subject to our achieving additional financing, of which there is no assurance.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our common shares are quoted on the Over-The-Counter Bulletin Board under the trading symbol “SBPP.OB”. Our shares have been quoted on the Over-The-Counter Bulletin Board since September 18, 2007. There have been no trades in our shares of common stock since September 18, 2007.

Our transfer agent is Island Stock Transfer, of 100 2nd Avenue, S, Suite 104N, St. Petersburg, FL 33701; telephone number 727.289.0010; facsimile: 727.289.0069.

Holders of our Common Stock

As of January 7, 2011, there were 49 registered stockholders holding 7,112,500 shares of our issued and outstanding common stock.

Dividend Policy

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

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

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

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

Recent Sales of Unregistered Securities

We have not sold any equity securities that were not registered under the Securities Act during the fiscal year ended October 31, 2010.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal year ended October 31, 2010.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Plan of Operations

Our plan of operations for the next twelve months is to complete the following objectives:

1. We plan to complete the phase one of our recommended exploration program on our Enright Hill Prospect mineral claims. Phase one will consist of detailed mapping and geochemical sampling of the claims and target areas near the top of Enright Hill to better define the gold-silver mineralization. Phase one is estimated to cost approximately $5,200. We hope to commence this phase of our exploration program in Spring of 2011 and have results in late-spring 2011, depending on the availability of our consulting geologist. We currently do not have sufficient cash reserves to proceed with this phase of the exploration program. Our President Mr. MacAlpine has agreed to lend the company sufficient capital to cover phase one of our exploration program.

2. We plan to complete phase two of our recommended exploration program on our Enright Hill mineral claims. Phase two will consist of further detailed mapping and geochemical sampling of the claims. and is estimated to cost approximately $10,500. We hope to commence this second phase of our exploration program in Summer of 2011, depending on the availability of our consulting geologist. The company currently does not have sufficient cash reserves to proceed with this phase of its exploration program.

3. If warranted by the results of phase three, we intend to proceed with phase three of our recommended exploration program. Phase three is estimated to cost $18,850 and will be comprised of drill hole planning, staking and permitting. The company currently does not have sufficient cash reserves to proceed with this phase of its exploration program.

4. We anticipate spending approximately $2,000 in ongoing general and administrative expenses per quarter for the next twelve months, for a total anticipated expenditure of $6,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, annual lease payments and general office expenses.

As at October 31, 2010, we had cash reserves of $Nil and working capital of $(37,125). Our cash and working capital is not sufficient to enable us to complete any phases of our exploration program. Our President Mr. MacAlpine has agreed to lend the company sufficient capital to cover phase one of our exploration program and our general and administrative expenses for the next twelve months. However, our ability to complete phase two, three and four of the recommended work program will be subject to us obtaining additional financing as these expenditures will exceed our cash reserves.

business plan and direction. We are currently engaged in discussions with a company regarding the possibility of a reverse merger involving our company. At this stage, no definitive terms have been agreed to and neither party is currently bound to proceed with the merger.

Anticipated Cash Requirements

We anticipate that we will incur the following expenses over the next twelve months:

1.	$6,000 in connection with our administrative expenses;

2.	$15,700 for exploration expenses related to phase one and phase two of our plan of operations.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended October 31, 2010 which are included herein.

Our operating results for the years ended October 31, 2010, 2009, 2008 and 2007 are summarized as follows:

	Years Ended
	October31,
	2010		2009		2008		2007

Revenue	$	-	$	-	$	-	$	-
Operating Expenses		27,137		11,370		50,643		57,724
Net Loss	$	27,137	$	11,370	$	54,239	$	57,724

Our operating results for the three months ended October 31, 2010, and 2009 are summarized as follows:

	Three Months Ended
	October31,
	2010		2009

Revenue	$	-	$	-
Operating Expenses		1,577		2,070
Net Loss	$	1,577	$	2,070

Revenues

We have had no operating revenues since our inception on March 31, 2006 through to the period ended October 31, 2007. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Expenses

Our expenses for the years ended October 31, 2010, 2009 and 2008 are outlined in the table below:

	Years Ended
	October 31,
	2010		2009		2008

Exploration Expenses	$	15,757	$	-	$	3,446
Filing Fees		4,146		6,198		2,373
General and Administrative		108		1,464		757
Professional Fees		7,126		3,708		32,574
Transfer Agent Fees		-		-		11,493
Total Expenses	$	27,137	$	11,370	$	50,643

Our expenses for the three months ended October 31, 2010 and 2009 are outlined in the table below:

	Three Months Ended
	October 31,
	2010		2009

Exploration Expenses	$	-	$	-
Filing Fees		872		429
General and Administrative		-		441
Professional Fees		705		1,200
Transfer Agent Fees
Total Expenses	$	1,577	$	2,070

Exploration Expenses

The increase in our exploration expenses for the year ended October 31, 2010 compared to October 31, 2009 was primarily due to the fact that we acquired the Enright Hills Property.

Professional Fees

Professional fees include our accounting and auditing expenses incurred in connection with the preparation and audit of our financial statements and professional fees that we pay to our legal counsel. Our accounting and auditing expenses were incurred in connection with the preparation of our audited financial statements and unaudited interim financial statements and our preparation and filing of a post-effective amendment to our registration statement with the SEC. Our legal expenses represent amounts paid to legal counsel in connection with our corporate organization. Legal expenses increased in fiscal 2010 as a result of the preparation and filing of the post effective amendment to our registration statement, and decreased in the last quarter of 2010 as the Company did more of the corporate organization itself.

Liquidity And Capital Resources

Working Capital

							Percentage
	As at			As at			Increase /
	October 31, 2010			October 31, 2009			(Decrease)

Current Assets	$	-		$	62			(100	%)
Liabilities	$	37,125		$	10,050			369	%
Working Capital	$	(37,125	)	$	(9,988	)		(371	%)

Cash Flows

							Percentage
	Year Ended			Year Ended			Increase /
	October 31, 2010			October 31, 2009			(Decrease)
Cash used in Operating Activities	$	(14,047	)	$	(20,047	)		(29	%)
Cash provided by Investing Activities	$	-		$	-			N/A
Cash provided by Financing Activities	$	13,985		$	10,064			38	%
Foreign Exchange Effect on Cash		-		$	940			(100	%)
Net Increase (Decrease) in Cash	$	-		$	(9,403	)		(100	%)

We anticipate that we will incur approximately $6,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our business plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of ($14,047) during the year ended October 31, 2010 and ($20,407) during the year ended October 31, 2009. Cash used in operating activities was funded by cash from financing activities, and the proceeds of loans.

Cash From Investing Activities

No cash was used or provided in investing activities during the years ended October 31, 2010 and October 31, 2009.

Cash from Financing Activities

We generated $13,985 from financing activities during the year ended October 31, 2010 compared to $10,064 from financing activities during the year ended October 31, 2009.

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at October 31, 2010, our company has accumulated losses of $162,118 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended October 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities. Ken MacAlpine has agreed to provide loans to a minimal amount to carry on our legal, accounting and reporting needs.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Application of Critical Accounting Estimates

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

The financial statements have been prepared within the framework of the significant accounting policies summarized below:

Mineral Property and Exploration Costs

We are an exploration stage mining company and have not yet realized any revenue from our operations. We are primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards 144 (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.

We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of our investments in these assets. Also, long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

Recent Accounting Pronouncements

In May, 2009, the FASB issued ASC 855, Subsequent Events, which established general standards of accounting and disclosure for events that occur after the balance sheet date, but before financial statements are issued or available to be issued. In accordance with ASC 855, the Company has evaluated subsequent events through the date the financial statements were filed.

In June, 2009, the FASB issued their final SFAS, No. 168, “FASB Accounting Standards Codification ( “ASC”) and the Hierarchy of Generally Accepted Accounting Principles”. This was reflected in the codification as FASB ASC 105, Generally Accepted Accounting Principles. “ASC” is the single source of authoritative US generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities. It is effective for financial statements issued for interim and annual periods ending after September 15, 2009. It will not have an impact on the Company’s financial position, results of operations or cash flows.

effective for financial statements issued for interim and annual periods ending after September 15, 2009. ASU No. 2010-01 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (ASC Topic 855), Amendments to Certain Recognition and Disclosure Requirements.” This Standard update requires an SEC Filer to (1) evaluate subsequent events through the date that the financial statements are issued or available to be issued, (2) defines “SEC Filer” as an entity that is required to file or furnish its financial statements with either the SEC or, with respect to an entity subject to Section 12(i) of the Securities Exchange Act of 1934, as amended, the appropriate agency under that Section, (3) not be bound to disclosing the date through which subsequent events have been evaluated, (4) note the definition of public entity is no longer defined nor necessary for Topic 855, (5) note the scope of the reissuance disclosure requirements is refined to include revised financial statements only. These Updates are effective for interim or annual periods ending after June 15, 2010. ASU No. 2010-09 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

SOMBRIO CAPITAL CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

OCTOBER 31, 2010 and 2009

(Stated in U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders

Sombrio Capital Corporation

I have audited the accompanying balance sheets of Sombrio Capital Corporation as of October 31, 2010 and 2009 and the related statements of operations, equity and cash flows for the years ended October 31, 2010 and 2009, and for the three month periods ended October 31, 2010 and 2009, and for the period since inception (March 31, 2006) to October 31, 2010. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion the financial statements referred to above present fairly, in all material respects, the financial position of Sombrio Capital Corporation as of October 31, 2010 and 2009 and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended October 31, 2010 and 2009, and for the three month periods ended October 31, 2010 and 2009, and for the period since inception (March 31, 2006) to October 31, 2010 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As discussed in Note 1 to the financial statements, the Company has incurred significant losses and has no revenue. This raises substantive doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/ s /

John Kinross-Kennedy

Certified Public Accountant

Irvine, California

December 20, 2010

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
as at October 31, 2010 and 2009
(Stated in U.S. dollars)


	2010			2009

ASSETS
Current
Cash	$	-		$	62

	$	-		$	62

LIABILITIES
Current
Accounts payable and accrued liablilities	$	13,090		$	-

Non current
Loan Payable		24,035			10,050

		37,125			10,050

STOCKHOLDERS' EQUITY
Capital Stock
Authorized:
100,000,000 common voting stock with a par value of
$0.001 per share
5,000,000 preferred stock with a par value of $0.001
per share
Issued and outstanding:
7,187,498 common shares as at October 31, 2010 and 2009		7,188			7,188

Additional Paid-In Capital		116,122			116,122

Accumulated Other Comprehensive Income		1,683			1,683

Deficit Accumulated During The Exploration Stage		(162,118	)		(134,981	)

		-			(9,988	)

	$	-		$	62

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

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Stated in U.S. Dollars)


													Cumulative
													Period from
													Inception
													March 31,
	For the three Months Ended						For the Year Ended						2006 to
	October 31,						October 31,						Oct. 31,
	2010			2009			2010			2009			2010

Revenue	$	-		$	-		$	-		$	-		$	-

Exploration Expenses		-			-			15,757						32,809
Filing Fees		872			429			4,146			6198			15,935
General and Administrative					441			108			1464			8,204
Professional Fees		705			1,200			7,126			3708			82,108
Transfer Agent fees		-			-			-			0			19,466
		1,577			2,070			11,380			11,370			142,765
														-
Operating Loss		(1,577	)		(2,070	)		(27,137	)		(11,370	)		(158,522	)
Write Down of Mineral Property														3,596
														-
Net Loss For The Period		(1,577	)		(2,070	)		(27,137	)		(11,370	)		(162,118	)

Basic and Diluted Loss Per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number
Of Common Shares Outstanding		7,187,498			7,187,498			7,187,498			7,187,498

STATEMENT OF COMPREHENSIVE LOSS
													Cumulative
													from Inception
													March 31,
	For three Months Ended						For the Year Ended						2006 to
	October 31,						October 31,						Oct. 31,
		2010			2009			2010			2009			2010
Other Comprehensive Loss
Net loss for the period	$	(1,576	)	$	(1,577	)	$	(27,137	)	$	(27,137	)	$	(162,118	)
Foreign currency translation
adjustment											940			1,683

Total Comprehensive Loss	$	(1,576	)	$	(1,577	)	$	(27,137	)	$	(26,197	)	$	(160,435	)

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

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)


							Cumulative
							Period
							from
							Inception
							March 31,
	Year Ended						2006 to
	October 31,						Oct. 31,
	2010			2009			2010

Cash flows (Used In) operating activities:
Net loss for the period	$	(27,137	)	$	(11,370	)	$	(162,118	)
Adjustments to reconcile net loss to
net cash used by operating activities:		-			-			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		13,090			(9,037	)		13,090
		(14,047	)		(20,407	)		(149,028	)

Cash flows provided by investing activities		-			-			-

Cash flows privided by financing activities:
Stock issued for cash								123,310
Proceeds of loans		13,985			10050			24,035
Other					14
		13,985			10,064			147,345

Foreign Exchange Effect on Cash					940			1,683

Net increase (decrease) in cash					(9,403	)		-

Cash, beginning of the period		62			9,465			-

Cash, end of the period	$	-		$	62		$	-

Supplemental disclosure of cash flow:
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	-		$	-

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

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from March 31, 2006 (Inception) to October 31, 2010
(Stated in U.S. Dollars)


									Accumulated			Accumulated
									Other			Deficit			Total
							Additional		Compre-			during the			Shareholders'
	Common Stock						Paid-In		hensive			Development			Equity
	Shares			Amount			Capital		Income (Loss)			Stage			(Deficit)

Inception, March 31, 2006		-		$	-		$	-	$	-		$	-		$	-
May 31, 2006 - Stock issued
for cash at $0.001		5,000,000			5,000											5,000
July 13, 2006 - Stock issued
for cash at $0.03		999,999			1,000			29,000								30,000
September 23, 2006 - Stock
issued for cash at $0.06		760,999			761			44,899								45,660
Foreign currency translation										(178	)					(178	)
Net Loss for the period													(11,648	)		(11,648	)

Balances, October 31, 2006		6,760,998		$	6,761		$	73,899	$	(178	)	$	(11,648	)	$	68,834

December 31, 2006 - Stock
issued for cash at $0.10		418,500			419			41,431								41,850
April 16, 2007 - Stock
issued for cash at $0.10		8,000			8			792								800
Foreign currency traslation										878						878
Net loss for the year													(57,724	)		(57,724	)

Balances, October 31, 2007		7,187,498		$	7,188		$	116,122	$	700		$	(69,372	)	$	54,638

Foreign currency traslation										43						43
Net loss for the year													(54,239	)		(54,239	)

Balances, October 31, 2008		7,187,498		$	7,188		$	116,122	$	743		$	(123,611	)	$	442

January 7, 2009 - Stock cancelled
returned to Treasury		(5,000,000	)		(5,000	)										(5,000	)
January 7, 2009 - Stock issued
for cash at $0.001 per share		5,000,000			5,000											5,000
Foreign currency traslation										940						940
Net loss for the year													(11,370	)		(11,370	)

Balances, October 31, 2009		7,187,498		$	7,188		$	116,122	$	1,683		$	(134,981	)	$	(9,988	)

Net loss for the year													(27,137	)		(27,137	)

Balances, October 31, 2010		7,187,498		$	7,188		$	116,122	$	1,683		$	(162,118	)	$	(37,125	)

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

SOMBRIO CAPITAL CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2010

(Stated in U.S. Dollars)

1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Organization

Sombrio Capital Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 31, 2006. The Company’s principal executive offices are in Sarnia, Ontario, Canada.

Exploration Stage Activities

The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. In 2006, the Company acquired an undivided 100% interest in a mineral claim known as “Lincoln 1” located in the Province of British Columbia. The lease was abandoned in 2008. In 2010 the company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, for the period from March 31, 2006 (inception) to October 31, 2010, the Company had no revenue and incurred net operating losses aggregating $162,118. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of natural resource properties. Management has plans to seek additional capital through debt, and private and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

	a)	Organization and Start-up Costs

		Costs of start up activities, including organizational costs, are expensed as incurred.

	b)	Mineral Property Interests

		The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 360, (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.

		The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. Also, long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

		Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

		If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

		The Company’s business activities are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

		The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion if and when revenue is generated from the Company’s business activities.

	c)	Financial Instruments

		The Company’s financial instruments consist of cash, and accounts payable and accrued liabilities.

		Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

	d)	Basic and Diluted Loss Per Share

		Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company has no potentially dilutive securities outstanding as of October 31, 2010. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the years ended October 31, 2010 30, 2010 and

	2010			2009
Numerator:
Basic and diluted net loss per share:
Net Loss	$	(27,137	)	$	(11,370	)

Denominator

Basic and diluted weighted average number of shares outstanding		7,187,498			7,187,498

Basic and Diluted Net Loss Per Share	$	(0.00	)	$	(0.00	)

e)	Foreign Currency Translation

	The Company’s functional currency is the Canadian dollar. Transactions in Canadian currency are translated into U.S. dollars as follows:

	i)	monetary items at the exchange rate prevailing at the balance sheet date;
	ii)	non-monetary items at the historical exchange rate;
	iii)	revenue and expense at the average rate in effect during the applicable accounting period.

	Translation adjustments resulting from this process are recorded in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss).

	Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations.

f)	Use of Estimates

	The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates.

	g)	Impairment of Long-Lived Assets

		In accordance with FASB ASC Topic 360, (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets.

3. MINERAL PROPERTY

During 2006, the Company acquired an undivided 100% interest in a mineral claim (known as the “Lincoln 1”) located in the Province of British Columbia for $3,596.

The Company ceased work on the claim. The property was fully written down and abandoned as at the fiscal year ended October 31, 2008.

The company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010. The lease requires minimum annual lease payments, escalating according to schedule, applied to a 1.5% royalty on net smelter returns. The Company has the right to buy out the royalty for $5,000,000, which is mandatory by the 7th anniversary of the lease. The lease requires the Company to pay all regulatory mining claim maintenance or rental fees.

4. RECENT ACCOUNTING PRONOUNCEMENTS

The following Recent Accounting Pronouncements are disclosed as they may be applicable to the Company:

In January 2010, the FASB issued ASU No. 2010-01, amending SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles.” This Standard codified in ASC 105 is being modified to include the authoritative and non-authoritative levels of GAAP. This amendment is effective for financial statements issued for interim and annual periods ending after September 15, 2009. ASU No. 2010-01 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

5. CAPITAL STOCK

On May 31, 2006 the company sold 5,000,00 shares of common stock at $0.001 per share for cash.

On July 13, 2006 pursuant to a private placement, the Company sold 999,999 shares of common stock at $0.03 per share for cash.

On September 23, 2006, pursuant to a private placement, the Company sold 760,999 shares of common stock at $0.06 per share for cash.

On December 31, 2006, pursuant to a private placement, the Company sold 418,500 shares of common stock at $0.10 per share.

On April 16, 2007, pursuant to a private placement, the Company sold 8,000 shares of common stock for $0.10 per share.

On January 7, 2009, 5,000,000 shares were cancelled and returned to Treasury.

On January 7, 2009, pursuant to a private placement, the Company sold 5,000,000 shares of common stock for $0.001 per share.

As at October 31, 2010, the Company has no option plan, warrants or other dilutive securities.

As at October 31, 2010, the Company has authorized 100,000,000 shares of common stock with a par value of $0.001, of which 7,187,498 shares were issued and outstanding.

6. INCOME TAXES

a. Income Tax Provision

The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% ( 2009: 34%) to income before income taxes. The difference results from the following items for the year ended October 31, 2010 and 2009:

	2010			2009

Computed expected (benefit of) income taxes	$	(27,000	)	$	(11,000	)
Increase in valuation allowance		27,000			11,000
Income tax provision	$	0		$	0

b. Significant components of the Company’s deferred income tax assets are as follows:

	2010			2009

Deferred income tax assets	$	55,080		$	43,300
Valuation allowance		(55,080	)		(43,300	)
Net deferred income tax assets	$	0		$	0

c. The Company has incurred operating losses of approximately $162,000 which if unutilized, expire in 2030. Subject to certain restrictions, the Company has mineral property and exploration expenditures of $32,808 available to reduce future taxable income. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:

	INCOME TAX OPERATING LOSS CARRY FORWARD
	AMOUNT		EXPIRATION DATE
2010	$	27,000		2030
2009		11,000		2029
2008		54,000		2028
2007		58,000		2027
2006		12,000		2026
Total income tax operation loss carry forward	$	162,000

7. CHANGE IN CONTROL

On December 30, 2008 Derek Page voluntarily resigned as Chief Executive Officer, Chief financial Officer and Secretary of the Company. Ken MacAlpine was appointed in his place. Ken MacAlpine was appointed to the Board of Directors, whereupon Derek Page resigned as director.

On January 7, 2009 the 5,000,000 shares controlled by Derek Page through 644822 British Columbia Ltd. were cancelled and returned to Treasury. On the same date Ken MacAlpine purchased 5,000,000 shares at $0.001 per share through his owned and controlled corporation KIF Capital Corporation, representing approximately 69.5% of the total outstanding number of shares of common stock of the Company.

8. FINANCIAL COMMITMENT

The Company is required under the active mining lease in Elco County, Nevada to pay minimum payments for the next five years as follows:

Fiscal year ended October 31,
2010	$	5,000	Paid
2011		7,500
2012		10,000
2013		10,000
2014		25,000
	$	57,500

9. CONTINGENCIES, LITIGATION

There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.

10. SUBSEQUENT EVENTS

Events subsequent to October 31, 2010 have been evaluated through December 21, 2010, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading. Management found no matters to be disclosed.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our management carried out an evaluation, with the participation of our Chief Executive and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of October 31, 2010.This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As at January 7, 2011, our directors and executive officers, their ages, positions held, and duration of such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Ken MacAlpine	President, Secretary, Treasurer and a Director	60	December 30, 2008

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

Ken MacAlpine is our president, secretary and treasurer and our sole director. Mr. MacAlpine has been our president, secretary and treasurer and our sole director since December 30, 2008. Mr. MacAlpine has been the president and sole proprietor of KIF Capital Corp., a business consulting and Venture Capital Company located in Sarnia, Ontario, Canada. Mr. MacAlpine has been responsible for strategic development and senior consulting to clients and has participated as a Board Member with various public and private companies including the following: Leisure Canada (CDN), Vancouver, B.C., Advanced Systems International, located in Southfield, Michigan (NASDAQ Bulletin Board) and NaviSite, Inc., Andower, MA (NASDAQ) as Board Member and Member of the Audit Committee. Prior to this Mr. MacAlpine received his Ontario Real Estate broker’s license and until June of 1995, was both an associate broker with Magic Realty in Sarnia and President of MacAlpine Realty specializing in real estate development both residential and commercial in a managerial, financial and sales capacity. From April, 1975 to December, 1985, Mr. MacAlpine was employed with a Canadian-British joint venture known as Cooperheat, Canada which was formed to execute a $1 billion plus expansion to the petro-chemical industry. Mr. MacAlpine was operations manager and was responsible for personnel, operation, manufacturing and sales. From August, 1971 to April, 1975, Mr. MacAlpine was a supervisor for Cooperheat, Europe. Cooperheat operates worldwide in the industrial heat treatment of exotic metals. Mr. MacAlpine received his electrical engineering diploma in Glasgow, Scotland.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the director and officer described above.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee

The Company’s audit committee is composed of its sole director and officer, Ken MacAlpine.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee members are collectively 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.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-KSB filed on February 13, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

●	our principal executive officer;

●	our most highly compensated executive officers who were serving as executive officers at the end of the year ended October 31, 2010; and

●

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our years ended October 31, 2010, 2009, 2008 and 2007, are set out in the following summary compensation table:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (4)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa -tion ($)	Total ($)
Derek Page(1) Former President, Chief Executive Officer and Chief Financial Officer	2008 2007	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Ken MacAlpine(2) Current President, Chief Executive Officer and Chief Financial Officer	2010 2009 2008	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

(1)	Derek Page was our president, chief executive officer and chief financial officer from March 31, 2006 (Inception) to December 30, 2008.
(2)	Ken MacAlpine has been our president, chief executive officer and chief financial officer since December 30, 2008

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted

at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at October 31, 2010, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our sole executive officer.

Aggregated Options Exercised in the Year Ended October 31, 2010 and Year End Option Values

There were no stock options exercised during the year ended October 31, 2010.

Repricing of Options/SARS

We did not reprice any options previously granted during the year ended October 31, 2010.

Director Compensation

We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.

Employment Contracts

We presently do not have any employment agreements or other compensation arrangements with Mr. MacAlpine. Generally, Mr. MacAlpine provides his services on a part-time basis without compensation. Mr. MacAlpine has agreed not to charge any management fee during the current period in which we are seeking new business opportunities.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of January 7, 2011, there were 7,187,498 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

Title of Class Directors and Officers:	Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percentage of Class(2)
Common Stock	Ken MacAlpine. 311 Tawny Road Sarnia, Ontario N7S 5K1	5,000,000 (3)	69.57%
Common Stock	Directors and Officers as a group	5,000,000	69.57%

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(2)	The percentage of class is based on 7,187,498 shares of common stock issued and outstanding as of January 7, 2011.

(3)	Registered in the name of KIF Capital Corp., a private company controlled by Mr. Ken MacAlpine.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

None of the following parties has, since commencement of our fiscal year ended October 31, 2010, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our company is a participant and the amount involved exceeds the lesser of $120,00 or 1% of the average of our company’s total assets for the last three completed financial years:

	(i)	Any of our directors or officers;

	(ii)	Any person proposed as a nominee for election as a director;

	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

	(iv)	Any of our promoters; and

	(v)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed fiscal periods ended October 31, 2010 and October 31, 2009 for professional services rendered by John Kinross-Kennedy, CPA and Jorgenson & Co., for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended October 31, 2010		Year Ended October 31, 2009
Audit Fees and Audit Related Fees	$	1,500	$	1,500
Tax Fees		-		-
All Other Fees		-		-
Total	$	1,500	$	1,500

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by John Kinross-Kennedy, CPA. and believes that the provision of services for activities unrelated to the audit is compatible with maintaining John Kinross-Kennedy, CPA.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Number	Description
3.1	Articles of Incorporation (filed as an exhibit to our Form SB-2 Registration Statement, filed on May 15, 2007)
3.2	Bylaws (filed as an exhibit to our Form SB-2 Registration Statement, filed on May 15, 2007)
3.3	Amended and Restated Bylaws (filed as an exhibit to our Quarterly Report on Form 10-QSB, filed on July 16, 2007)
14.1	Code of Ethics (filed as an exhibit to our Annual Report on Form 10-KSB filed on February 13, 2008)
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOMBRIO CAPITAL CORP.

By	/s/ Ken MacAlpine
	Ken MacAlpine
	President, Secretary, Treasurer, Chief Executive Officer
	and Chief Financial Officer
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)

Date:	January 7, 2011

Attached files

SOMBRIO CAPITAL CORP Reports

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