Red Giant Entertainment, Inc. - FORM 10-K/A

Attached files

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EX-99.1 - MAP - Red Giant Entertainment, Inc.	casl_map.htm
EX-32.1 - CERTIFICATION - Red Giant Entertainment, Inc.	casl10k_31aug10ex321.txt
EX-31.1 - CERTIFICATION - Red Giant Entertainment, Inc.	casl10k_31aug10ex311.txt

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

FORM 10-K/A

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended August 31, 2010

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

For the transition period from ________ to ________
Commission file # 000-53310

CASTMOR RESOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

98-0471928
(I.R.S. Employer Identification number)

427 Princess Street, Suite 406
Kingston, ON K7L 5S9
(Address of principal executive offices)

Registrant's telephone number, including area code: (613) 617-5107

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

Securities to be registered under Section 12(g) of the Act:
Common stock, $0.0001 par value per share
(Title of class)

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

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

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

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

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

[ ] Large Accelerated Filer [ ] Accelerated Filer
[ ] Non-accelerated Filer [ X ] Smaller reporting company

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

As of November 26, 2010, the registrant had 12,487,000 shares of its Common
Stock outstanding.

FORWARD LOOKING STATEMENTS

Certain statements made in this Annual Report are "forward-looking statements"
(within the meaning of the Private Securities Litigation Reform Act of 1995)
regarding the plans and objectives of management for future operations. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements made in this Report are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are based,
in part, on assumptions involving the growth and expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking statements made in this
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements made in this Report, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.

As used in this annual report, the terms "we", "us", "our", "Company" and
"Castmor" means Castmor Resources Ltd., unless otherwise indicated.

PART I

ITEM 1. BUSINESS

CORPORATE HISTORY

We were incorporated in the State of Nevada on June 27, 2005, as a mineral
exploration company.

By a Transfer of Mineral Disposition dated November 7, 2005, from Thomas Mills,
we acquired a 100% interest in the White Bear Arm Property: two non-contiguous
mineral exploration licenses (license numbers 011117M and 011400M) comprising 17
claims located along south-eastern coastal Labrador, approximately 13 kilometers
northeast of the community of Charlottetown in Labrador, Canada, having a total
area of 425 hectares (1,054.8 acres).

One of the licenses (license number 011300M), comprising eight claims, was
inadvertently allowed to expire and was cancelled on January 24, 2007. We
reacquired a 100% interest in the same eight claims under a new mineral license
(license number 013632M) by a Transfer of Mineral Disposition dated July 16,
2007, from Mr. Mills.

In 2009, due to a lack of capital we allowed our mineral claims to expire and
they were subsequently cancelled.

In February 2010, our management was approached by Cage Wars Championship Ltd.,
a company organized under the laws of the United Kingdom ("Cagewars") about the
prospect of merging Cagewars with Castmor. Cagewars is engaged in the business
of organizing and promoting mixed martial-arts competitions throughout the
United Kingdom. Given our lack of capital at the time, our management determined
that it would be in the shareholders' best interests to agree to the merger. On
March 8, 2010, we entered into a material definitive agreement with Christopher
Kelly and Patrick Mooney, both of Northern Ireland, to acquire all the issued
and outstanding shares of Cagewars. The closing of the acquisition was to take
place on April 19, 2010. Prior to closing, our management determined that it
would be in the best interests of our shareholders for Castmor to continue
pursuing its mineral exploration business. On April 15, 2010, we mutually
agreed with Cagewars to cancel the merger and rescind the material definitive
agreement.

On September 20, 2010, we reacquired a 100% interest in the 17 mineral claims
originally composing the White Bear Arm Property under new mineral licenses
(license nos. 017985M and 017987M) by a Transfer of Mineral Disposition dated
September 20, 2010, from Thomas Mills. The mineral licenses underlying our
claims are registered with the Government of Newfoundland and Labrador and are
presently in good standing.

We have no subsidiaries.

Our office is located at 427 Princess Street, Suite 406, Kingston, ON K7L 5S9.
Our telephone number is 613.617.5107. Our facsimile number is 613.383.0247.

OUR BUSINESS

We are an exploration stage company in that we are engaged in the search for
mineral deposits that are not in either the development or production stage,
with a view to exploiting any mineral deposits we discover that demonstrate
economic feasibility. Since we are an exploration stage company, there is no
assurance that commercially exploitable reserves of valuable minerals exist on
our property. We need to do further exploration before a final evaluation of
the economic and legal feasibility of our future exploration is determined.

We have not commenced business operations. To date, our activities have been
limited to organizational matters, acquiring our mineral claims, researching our
claims, raising capital and the preparation of our securities filings, including
the registration statement of which this prospectus forms a part. Our assets
are limited to our mineral claims, the acquisition of which have been
capitalized in accordance with our accounting policy.

Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. We have not yet commenced the
initial phase of exploration on the White Bear Arm Property. Upon completion of
each phase of exploration, we will make a decision as to whether or not we will
proceed with each successive phase based upon the analysis of the results of
that program. Our Board of Directors will make this decision based upon the
recommendations of an independent geologist who will oversee the program and
record the results.

We presently have no known reserves of any type of mineral. We plan to conduct
appropriate exploration work on the White Bear Arm Property in order to
ascertain whether it possesses commercially exploitable reserves of valuable
minerals. There can be no assurance that commercially exploitable reserves of
valuable minerals exist on the White Bear Arm Property or that we will discover
them, if they exist. If we are unable to find reserves of valuable minerals or
we cannot remove the minerals because we either do not have the capital to do
so, or because it is not economically feasible to do so, then we may cease
operations and our shareholders may lose their investment.

Even if Phase I of our exploration program identifies high priority geological
targets suitable for a Phase II diamond drilling program, we will need to raise
additional funding to finance the Phase II drilling program and any additional
drilling and engineering studies that are required before we will know if we
have commercially exploitable reserves of valuable minerals. The proceeds from
this offering will not be sufficient to fund Phase II. We anticipate that any
additional funding that we require will be in the form of equity financing from
the sale of our common stock. There is no assurance, however, that we will be
able to raise sufficient funding from the sale of our common stock. The risky
nature of this enterprise and lack of tangible assets places debt financing
beyond the credit-worthiness required by most banks or typical investors of
corporate debt until such time as an economically viable mine can be
demonstrated. We do not have any arrangements in place for any future equity
financing. If we are unable to secure additional funding, we may cease or
suspend operations. We have no plans, arrangements or contingencies in place in
the event that we cease operations.

MINERAL CLAIMS

The White Bear Arm Property consists of two non-contiguous mineral exploration
licenses comprising a total of 17 claims having a total area of 425 hectares
(mineral rights licence numbers 017985M and 017987M), wholly owned by us. We
hold all of our mineral titles free and clear of any encumbrances or liens.

The following table sets out all the mineral exploration licenses that currently
compose the White Bear Arm Property.

---------------------------------------------------------------------------------------------------
MINERAL NATIONAL
EXPLORATION NUMBER TOPOGRAPHIC
LICENSE OF AREA SERIES MAP
NUMBER LICENSEE HOLDER CLAIMS (HECTARES) SHEET STAKING DATE
---------------------------------------------------------------------------------------------------

017985M Castmor Resources Ltd. (100%) 9 225 13A/16 September 3, 2010
017987M Castmor Resources Ltd. (100%) 8 200 13A/16, 3D13 September 3, 2010
---------------------------------------------------------------------------------------------------
TOTALS 17 425
(1,054.8 acres)
===================================================================================================

Our mineral exploration licenses entitle us to explore the claims composing the
White Bear Arm Property subject to the laws and regulations of the Province of
Newfoundland and Labrador. Title to mineral claims are issued and administered
by the Mineral Lands Division of the Ministry of Natural Resources, and title
must comply with all provisions under the Mineral Act of Newfoundland and
Labrador.

Under Newfoundland law, our mineral licenses may be held for one year after the
date of Issuance Date, and thereafter from year to year if, on or before the
anniversary date, we perform assessment work on the underlying claims having a
minimum value of not less than C$200 per claim in the first year, C$250 per
claim in the second year, and C$300 per claim in the third year. If we are
unable to complete the assessment work required to be done in any twelve month
period, we can maintain our claims in good standing by posting a cash security
deposit for the amount of the deficiency. When the deficient work is completed
and accepted the security deposit will be refunded. Otherwise, the security
deposit will be forfeited. If we do not comply with these maintenance
requirements, then we will forfeit our claims at the end of the anniversary date
for each respective claim. All of our claims are presently in good standing.

GLOSSARY OF TECHNICAL TERMS

The following are the definitions of certain technical and geological terms used
in this registration statement:

AMPHIBOLE: Family of silicate minerals forming prism or needle-like crystals.
Amphibole minerals generally contain iron, magnesium, calcium and aluminum in
varying amounts, along with water.

AMPHIBOLITE: A dark-colored metamorphic rock of mafic composition consisting
mainly of the minerals hornblende and plagioclase.

ANATECTIC: Having melted from pre-existent rock.

ASSAY: A chemical analysis that determines the amount of easily extractable
elements in a sample (of rock, soil, till, silt, etc.). The concentrations of
precious metals such as gold and silver are typically reported as grams of metal
per tonne of rocks; base metal assays (copper, lead, zinc, etc.) are given in
weight percent. Assay sheets from laboratories typically give gold
concentrations in parts per billion (ppb). 1000 ppb equals 1 part per million
(ppm), equals 1 gram/tonne (there are about 34 grams in an ounce). Base metal
assays are typically measured in ppm (10,000 ppm equals one percent).

BIOTITE: common rock-forming mineral of the mica family. Biotite is a black or
dark brown silicate rich in iron, magnesium, potassium, aluminum, and, of
course, silica. Like other micas, it forms flat book-like crystals that peel
apart into individual sheets on cleavage planes.

BOREAL: Referring to the northern forests.

CO: The chemical symbol for Cobalt.

CONTACT: The surface of delimitation between a vein and its wall, or country
rock.

CU: The chemical symbol for Copper.

DERIVATIVE: A rock composed of materials derived from the weathering of older
rocks, a sedimentary rock, or a rock formed of material that has not been in a
state of fusion immediately before its accumulation.

DYKES: Tabular igneous intrusions that cut across the bedding or foliation of
the country rock.

ECOCLIMATE: Climate operating as an ecological factor. The sum of the
meteorological factors within a habitat.

ESKERS: A long, narrow ridge of coarse gravel deposited by a stream flowing in
or under a decaying glacial ice sheet.

FACIES: The overall characteristics of a rock unit that reflect its origin and
differentiate the unit from others around it. Mineralogy and sedimentary source,
fossil content, sedimentary structures and texture distinguish one facies from
another.

FELSIC: Igneous rock composed principally of feldspars and quartz.

FERROMAGNESION: Containing iron and magnesium.

FLUVIOGLACIAL: Pertaining to the meltwater streams flowing from wasting glacier
ice and esp. To the deposits and landforms produced by such streams, as kame
terraces and outwash plains; relating to the combined action of glaciers and
streams.

FOLIATED: Of a planar structure or any planar set of minerals in metamorphic
rocks that formed from direct pressure during deformation.

GABBRO: Coarse grained mafic intrusive rock composed mainly of plagioclase and
pyroxene.

GABBROIC: Having the quality of gabbro

GABBRONORITE: Gabbro containing orthopyroxene and labradorite, a plagioclasic
feldspar.

GARNET: Any of a group of hard silicate minerals having the general formula
asb2(sio4)3, occurring chiefly as well-formed crystals in metamorphic rocks.

GARNETIFEROUS: Containing garnets.

GEOPHYSICS: The study of the physical properties of the earth and the
composition and movement of its component rock. Geophysics is used extensively
in mineral exploration to detect mineralized rocks characterized by any one or
more of their physical properties.

GNEISS: A layered or banded crystalline metamorphic rock, the grains of which
are aligned or elongated into a roughly parallel arrangement.

GOSSAN: A rusty rock in which iron-bearing sulphide minerals have been oxidized
by air and water. Gossans may overlie a significant sulphide body.

GRANITE: Medium to coarse-grained felsic intrusive rock.

GRANITE: An igneous (formed from molten material) rock that solidified within
the Earth's crust and is principally composed of quartz, feldspar, and biotite.

GRANITIC: See Granitoid.

GRANITOID: Pertaining to or composed of granite.

GRANULITE: A relatively coarse, granular rock formed at high pressures and
temperatures, which may exhibit a crude gneissic structure due to the
parallelism of flat lenses of quartz or feldspar.

GRAPHITE: Native carbon mineral often with high conductance properties.

IGNEOUS: Rock or material, which solidified from molten material.

INTRUSION: A mass of rock that has been forced into or between other rocks.

INTRUSIVE: A body of igneous rock formed by the consolidation of magma intruded
into other rocks, in contrast to lavas, which are extruded upon the surface.

LITHOLOGY: The character of a rock described in terms of its structure, color,
mineral composition, grain size, and arrangement of its component parts; all
those visible features that in the aggregate impart individuality to the rock.

MAFIC: Pertaining to or composed of the ferromagnesian rock-forming silicates,
said of some igneous rocks and their constituent minerals.

MAGMA: Molten rock, formed within the inner parts of the Earth, which
crystallizes to form an igneous rock.

MAGMATIC SULPHIDE DEPOSIT: A deposit - usually of nickel, copper, cobalt or
platinum group elements - that is found in mafic or ultramafic igneous rocks.

MAGNETITE: Magnetic iron ore, being a black iron oxide containing 72.4% iron
when pure.

MASL: Metres above sea level.

MASS: A large irregular deposit of ore, which cannot be recognized as a vein or
bed.

METAMORPHIC: A rock that has been altered by physical and chemical processes
including heat, pressure, and fluids.

METASEDIMENTARY: Having the quality of a sediment or sedimentary rock that
shows evidence of having been subjected to metamorphism.

MIGMATITIC: Having the quality of a composite rock composed of igneous or
igneous-appearing and metamorphic materials that are generally distinguishable
megascopically.

MONZONITE: A granular plutonic rock containing approximately equal amounts of
orthoclase and plagioclase, and thus intermediate between syenite and diorite.

MORAINAL: Have the quality of a mass of rocks, gravel, sand, clay, etc.,
carried and deposited directly by a glacier.

NI: The chemical symbol for Nickel.

OLIVINE: A naturally occurring mineral (magnesium-iron silicate) that is
usually olive green.

PARAGNEISS: A gneiss formed by the metamorphism of a sedimentary rock.

PELITIC: A fine-grained sedimentary rock composed of more or less hydrated
aluminum silicates with which are mingled small particles of various other
minerals.

PLAGIOCLASE: Any of a series of triclinic minerals of the feldspar family,
ranging in composition from albite to anorthite and found in many rocks.

PSAMMITIC: Of or having the quality of fine-grained, clayey sandstone.

PYRITE: Iron sulphide.

QUARTZOFELDSPATHIC: Composition of a rock particularly rich in silica and
feldspar.

SULPHIDE: Minerals in which the metallic elements are chemically bound to
sulphur.

TERRACE: A raised portion of an ancient riverbed or a bank on which alluvial
deposits may be found.

TROCTOLITE: Igneous rock, found in the lunar highlands, composed of plagioclase
and olivine.

ULTRAMAFIC: An igneous rock composed chiefly of mafic minerals.

HISTORY OF THE CLAIMS

Previous exploration work in the area of the White Bear Arm Property extends
back to the 1950s, when various reconnaissance missions were performed
throughout the Province of Newfoundland and Labrador. Documented field work is
found back to the mid 1990s, when the massive Voisey's Bay nickel-copper
deposits were discovered, spurring an exploration rush throughout much of
Labrador.

In the immediate area of the White Bear Arm Property, detailed mineral
exploration work was completed by Noranda Mining and Exploration Inc. in 1995
and 1996. Geological mapping, prospecting, geochemical sampling, airborne
electromagnetics, and ground geophysics are some of the many surveys completed
over the property. Noranda explored the area for its magmatic Ni-Cu sulphide
potential.

Geological mapping and compilation was conducted by the Newfoundland and
Labrador Department of Mines and Energy. In the most recent mapping, completed
in 1988, the White Bear Arm Complex ("WBAC") is described as being composed of
gabbronorite, olivine gabbronorite and troctolite, together with lesser
monzonite and metamorphic derivatives that in the south are strongly deformed
and metamorphosed to amphibolite intercalated with metasedimentary gneiss of the
Paradise River Metasedimentary Gneiss Belt (PRMBGB). Pronounced Ni, Co and Cu
lake bottom anomalies were also noted in the eastern end of the WBAC An assay
of 0.15% Cu and 0.13% Ni was historically returned from a gossan at Mountain
Brook in the WBAC.

LOCATION AND ACCESS

The White Bear Arm Property is located approximately 13 kilometers northeast of
the community of Charlottetown, Labrador, Canada. The mineral licenses
composing the White Bear Arm Property straddle the boundary between National
Topographic Series map sheets 13A/16 and 3D/13. The property is approximately
five kilometers from tidewater.

Charlottetown, located 290 kilometers east-southeast of the town of Goose Bay,
has a gravel air strip for scheduled air traffic, and is serviced by chartered
float plane and scheduled coastal boat traffic during ice free months (June to
October). The town has a motel, and some supplies and services can be procured
there.

The White Bear Arm Property is accessible by helicopter for the purpose of an
initial assessment.

TOPOGRAPHIC AND PHYSICAL ENVIRONMENT

The area is moderately to heavily wooded, with some open barren areas on ridges
and hilltops, and underlain by a thick layer of muskeg and caribou moss. The
topography of the area is locally rugged, with elevations ranging from up to 230
masl, locally. The area is heavily wooded.

The White Bear Arm Property is located within the Paradise River Ecoregion,
classified as having a maritime mid-boreal ecoclimate, with its forests
dominated by closed stands of balsam fir and black spruce. The region is
dominated by northwest trending lakes and bays that mimic the structural grain
of the bedrock. Relief is locally rugged, with elevations reaching 300 meters
above sea level. The area is heavily wooded, with some open barren areas on
ridges and hilltops.

Composed of granites, gneisses, and gabbroic intrusive rocks, the area is
generally rough and undulating with deeply dissected coastal margins. Its
surface rises rapidly from the sea coast to elevations of about 300 masl, and is
covered with sandy morainal deposits of variable thickness. Fluvioglacial
deposits are sporadically distributed in the form of eskers and river terraces.

The general area is marked by cool, rainy summers and cold winters. The mean
annual temperature is approximately 1 Celsius. The mean summer temperature is
11.5 Celsius and the mean winter temperature is -9 Celsius. The mean annual
precipitation ranges 800-1100 millimeters.

REGIONAL GEOLOGY

The White Bear Arm Property lies within the eastern portion of the Grenville
lithotectonic province of Labrador, within rocks of the PRMGB. The belt
consists of sulphide-bearing pelitic, migmatitic metasedeimentary gneiss and
minor psammitic gneiss at amphibolite to granulite facies, which are
intercalated with granitoid and mafic-ultramafic intrusives. The latter are
generally interpreted by field regional geophysics to be part of the WBAC, which
has locally intruded and assimilated the PRMGB, and is interpreted to underlie
it. The juxtaposition of a possible nickel source (WRAC) with sulphidic host
material (PRMGB), and the presence of significant Ni-Cu-Co lake bottom anomalies
provide an ideal exploration environment for Ni-Cu magmatic sulphide deposits.

LOCAL GEOLOGY

Detailed geology in the vicinity of the White Bear Arm Property was extrapolated
from work completed by Noranda Mining and Exploration Inc. Underlying the area,
the principal lithology is a quartzofeldspathic, frequently garnetiferous (some
samples contain up to 50% garnet), meta-sedimentary gneiss. The gneiss is
foliated uniformly, trends towards the northwest, and is steeply dipping. The
outcrop consists of banded pink and black, fine-grained garnet-biotite gneiss.

Locally, the spectacular flake graphite is developed, and can attain 5% of the
rock over narrow widths. Additionally, disseminated pyrite, commonly 2-3%
(occasionally up to 20%) as patches, occurs as rusty staining within the gneiss.
Traces of chalcopynte was locally noted to occur in the area.

Where exposure is adequate, amphibolite is seen to occur parallel to the
foliation, as narrow (amphibole and garnet mineralogy) dykes, comprising
dominantly amphibole, garnet and magnetite.

Granite in the area occurs both as granitic gneiss with banding and anatectic
(diffuse veining) textures, as well as totally undeformed dykes and masses with
sharp contacts. These late granites are found to cross-cut both the
paragneisses and amphibolites.

PROPOSED EXPLORATION PROGRAM

Our management intends to explore the White Bear Arm Property for commercially
producible deposits of nickel, copper and industrial minerals such as garnet.
We intend to implement a two-phase exploration program to further evaluate the
property. An estimated budget for our exploration program is set out in the
following table:

--------------------------------------------------------------------------
PHASE I
--------------------------------------------------------------------------

Geologist, sampling and mapping supervision $ 2,700
Geological assistant $ 1,500
Rock, stream sediment and till sampling $ 2,500
Room and board lodging in Charlottetown $ 1,000
Transportation from Goose Bay to project area $ 13,500
Permits, fees, filings, insurance and other administrative items $ 1,000
Reports and maps $ 1,000
Overhead $ 3,480
--------------------------------------------------------------------------

TOTAL PHASE I COSTS: $ 26,680
--------------------------------------------------------------------------

PHASE II
--------------------------------------------------------------------------

Diamond Drilling and Core Sampling $170,000
Overhead $ 25,500
--------------------------------------------------------------------------

TOTAL PHASE II COSTS: $195,500
--------------------------------------------------------------------------

TOTAL PROGRAM COSTS: $222,180
==========================================================================

Actual project costs may exceed our estimates.

The Phase I field program for 2011 is intended to allow for more effective
assessment of past work, geological targets and geophysical anomalies. An
expanded geological mapping and geological sampling program will cover
previously established grid areas, as well as other prospective sites that may
be developed to delineate either base metals or industrial minerals.
Geochemical sampling would include rock, stream sediment and till sampling.
Several airborne electromagnetic anomalies will be re-verified on the ground and
mapped for size and extent.

If the results of the Phase I exploration program identify claim positions for
which there is sufficient indication of economic geological value to support
further exploration ("high priority targets"), we will implement a Phase II
diamond drilling program to follow-up such high priority targets. Phase II
would include 800 to 1,000 metres of drilling, mobilized to the nearest road by
truck, and helicopter supported from that point. Subject to financing, we
expect Phase II to be completed later in 2011, or during 2012.

We have sufficient capital to complete Phase I of our exploration program, but
we have insufficient funds to begin Phase II. The proceeds from this offering
will not be sufficient to fund Phase II. If Phase I of our exploration program
identifies high priority targets for further exploration in Phase II, then we
will be required to raise additional financing to fund Phase II.

Both Phases of our proposed exploration program will be conducted under the
supervision and direction of an independent consulting geologist, who will
determine all protocols and procedures to be followed. We do not intend to
engage the services of a geologist in respect of our exploration program until
May 2011.

We anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no assurance,
however, that we will be able to raise sufficient funding from the sale of our
common stock. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing. If we are unable to secure additional funding, we will
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.

MANAGEMENT EXPERIENCE

Our management has no professional training or technical credentials in the
exploration, development, or operation of mines. Consequently, we may not be
able to recognize or take advantage of potential acquisition and exploration
opportunities in the sector without the aid of qualified geological consultants.
Moreover, with no direct training or experience, our management may not be fully
aware of the specific requirements related to working in this industry. They
may make mistakes in their decisions and choices that could cause our operations
and ultimate financial success to suffer irreparable harm.

GEOLOGICAL AND TECHNICAL CONSULTANTS

Since our sole officer and director is inexperienced with exploration, we intend
to retain qualified persons on a contract basis to perform the surveying,
exploration, and excavating of the White Bear Arm Property as needed. We do not
presently have any verbal or written agreement regarding the retention of any
such person for the exploration program.

COMPETITIVE FACTORS

The mining industry is highly fragmented and we will be competing with many
other exploration companies looking for minerals. We are one of the smallest
exploration companies and are an infinitely small participant in the mineral
exploration business. While we will generally compete with other exploration
companies, there is no competition for the exploration of minerals from our
claims.

We are a junior mineral exploration company. We 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, mineral exploration supplies and drill rigs.

LOCATION CHALLENGES

We do not expect any major challenges in accessing the White Bear Arm Property
during the initial exploration stages.

REGULATIONS

Our mineral exploration program is subject to the regulations of the Department
of Natural Resources of the Province of Newfoundland & Labrador.

In the Province of Newfoundland and Labrador, any person who intends to conduct
an exploration program must submit prior notice with a detailed description of
the activity to the Department. An exploration program that may result in ground
disturbance or disruption to wildlife habitat must have an Exploration Approval
from the Department of Natural Resources before the activity can commence. Some
exploration activities, such as bulk sampling and road construction, or
activities in designated sensitive areas, may require registration for
environmental assessment.

We will secure all necessary permits for exploration and, if development is
warranted on the property, we will file final plans of operation before we start
any mining operations. We anticipate no discharge of water into active stream,
creek, river, lake or any other body of water regulated by environmental law or
regulation. Restoration of the disturbed land will be completed according to
law. All holes, pits and shafts will be sealed upon abandonment of the
property. It is difficult to estimate the cost of compliance with the
environmental law since the full nature and extent of our proposed activities
cannot be determined until we start our operations and know what that will
involve from an environmental standpoint.

Exploration stage companies are not required to discuss environmental matters
except as they relate to exploration activities. The only "cost and effect" of
compliance with environmental regulations in Canada is returning the surface to
its previous condition upon abandonment of the property.

EMPLOYEES

We currently have no employees other than our sole officer and director, who has
not been paid for his services and will not receive compensation from the
proceeds of this offering. We do not have any employment agreements with our
sole officer and director. We do not presently have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits
available to our officers or directors.

We do not intend to hire additional employees at this time. All of the work on
the property will be conducted by unaffiliated independent contractors that we
will hire, including a consulting geologist and a mining engineer. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The consulting geologist will evaluate the
information derived from the exploration and excavation and the engineer will
advise us on the economic feasibility of removing the mineralized material.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.

ITEM 2. PROPERTIES.

We have a 100% interest in the White Bear Arm Property, comprising 17 mineral
claims located along southeastern coastal Labrador, approximately 13 kilometers
northeast of the community of Charlottetown in Labrador, Canada, having a total
area of 425 hectares (1,054.8 acres). This interest only relates to the right to
explore for and extract minerals from the claims. We do not own any real
property interest in the claims. We do not own or lease any property other than
the White Bear Arm Property.

MAP SHOWING THE LOCATION OF THE WHITE BEAR ARM PROPERTY

[GRAPHIC OMITED]

ITEM 3. LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last ten years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.

PART II

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

Our shares trade under the symbol "CASL" on the OTC Markets' OTCQB. Very
limited trading activity has occurred during the past two years with our common
stock; therefore, only limited historical price information is available. The
following table sets forth the high and low bid prices of our common stock (USD)
for the last two fiscal years and subsequent interim period, as reported by OTC
Markets Group and represents inter dealer quotations, without retail mark-up,
mark-down or commission and may not be reflective of actual transactions:

-------------------------------
QUARTER ENDED HIGH LOW
-------------------------------
August 31, 2010 $0.05 $0.02
May 31, 2010 - -
February 28, 2010 - -
November 30, 2009 - -
August 31, 2009 - -
May 31, 2009 $0.25 $0.25
February 28, 2009 $0.25 $0.25
November 30, 2008 $0.25 $0.10
-------------------------------

DIVIDEND POLICY

Our Board of Directors may declare and pay dividends on outstanding shares of
common stock out of funds legally available there for in our sole discretion;
however, to date no dividends have been paid on common stock and we do not
anticipate the payment of dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

On September 22, 2010, we issued 10,000,000 shares of our common stock at a
price of $0.005 per share to one purchaser for total cash proceeds of $50,000.
The shares were issued without registration in reliance on an exemption provided
by Rule 903(b)(3) of Regulation S promulgated under the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.

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

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "DESCRIPTION OF
BUSINESS" AND ELSEWHERE IN THIS ANNUAL REPORT.

OVERVIEW

Our business plan is to explore the White Bear Arm Property to determine whether
it contains commercially exploitable reserves of valuable minerals. We intend
to proceed with Phase I of our proposed exploration program. Phase I will
consist of expanded geological mapping, and geochemical sampling that will cover
previously established grid areas, as well as other prospective sites that may
be developed to delineate either base metals or industrial minerals.
Geochemical sampling will include rock, stream sediment and till sampling.
Several airborne electromagnetic anomalies will be re-verified on the ground and
mapped for size and extent. If Phase I develops any high priority targets for
further exploration, then we will proceed with Phase II of the proposed
exploration program, consisting of 800 to 1000 metres of diamond drilling,
mobilized to the nearest road by truck, then helicopter-supported from that
point. We anticipate that Phase I will cost approximately $26,680 while Phase
II would cost approximately $195,500. To date, we have not commenced
exploration on the White Bear Arm Property.

We expect that Phase I of our exploration program will be concluded by July 30,
2011. During Phase I we will retain a consulting geologist to review all past
exploration data relating to the White Bear Arm Property and plot relevant
information on a map. This is known as geological mapping. Based on this
mapping, the geologist will choose property areas that are most likely to host
economic mineralization. He will then conduct a sampling program focusing on
these property areas by gathering rock and soil samples from the identified
areas that appear to contain mineralization. The samples will be sent to a
laboratory for mineral analysis. By August 31, 2011, we should receive the
results of the sample analysis and be able to determine which property areas, if
any, contain significant mineralization.

If the results of Phase I warrant further exploration, we plan to complete Phase
II of the exploration program later in 2011, or during 2012. Phase II will take
approximately three months to complete and will consist of using heavy equipment
to drill up to five holes to a depth of 200 meters. Drilling locations will be
determined by analyzing the results of the Phase I sampling program. Cylinders
of rock will be removed from the drill holes and sent to a laboratory for
mineral analysis. Results will indicate the presence of any minerals below the
property surface.

We anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no assurance,
however, that we will be able to raise sufficient funding from the sale of our
common stock. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing. If we are unable to secure additional funding, we may
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.

Our sole officer and director has other outside business activities unrelated to
our business and will only be devoting approximately six hours per week of his
time to our business. We do not foresee this limited involvement as negatively
impacting our Company over the next 12 months because all exploratory work is
being performed by an outside consultant. If, however, the demands of our
business require more time of our sole officer, such as raising additional
capital or addressing unforeseen issues with regard to our exploration efforts,
he is prepared to adjust his timetable to devote more time to our business. He
may, however, not be able to devote sufficient time to the management of our
business, as and when needed.

We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for our exploration program.

We do not have plans to purchase any significant equipment or to hire any
employees during the next 12 months, or until we have proved reserves.

We have not earned revenue since inception and we presently have no proven or
probable mineral reserves. There is no assurance that our mineral claims
contain commercially exploitable reserves of valuable minerals. Since
inception, we have suffered recurring losses and net cash outflows from
operations, and our activities have been financed from the proceeds of share
subscriptions and loans from management and non-affiliated third parties. We
expect to continue to incur substantial losses to implement our business plan.
We have not established any other source of equity or debt financing and there
can be no assurance that we will be able to obtain sufficient funds to implement
our business plan. As a result of the foregoing, our auditors have expressed
substantial doubt about our ability to continue as a going concern. If we
cannot continue as a going concern, then our investors may lose all of their
investment.

RESULTS OF OPERATIONS

Our business is in the early stage of exploration. Since inception on June 27,
2005 we have not earned any revenue and we have not identified any commercially
exploitable reserves of valuable minerals on our property. We do not anticipate
earning revenue until such time as we have entered into commercial production of
the White Bear Arm Property. We are presently in the exploration stage of our
business and we can provide no assurance that we will discover commercially
exploitable reserves of valuable minerals on the White Bear Arm Property, or
that if such resources are discovered that we will commercially produce them.

We posted an operating loss of $27,180 for the fiscal year ended August 31,
2010, due to consulting fees of $12,336, professional fees of $11,258, office
expenses of $2,780 and other expenses of $806. This was a slight decrease from
the operating loss of $28,906 for the previous fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

On August 30, 2010, we received a deposit of $50,000 from Thomas Mills with
respect to a private placement of 10,000,000 shares of our common stock to Mr.
Mills at a price of $0.005 per share (the "Private Placement"). The closing of
the Private Placement took place on September 22, 2010 with the execution of a
subscription agreement by Mr. Mills. Proceeds from the private placement were
used to repay debt and to pre-pay operating expenses.

On August 31, 2010, we received a deposit of $50,000 with respect to a debt
financing by Moneris Capital LP that closed on September 21, 2010 with the
issuance by Castmor of a promissory note (the "Loan"). The Loan is due and
payable on September 21, 2011 and accrues interest from September 21, 2010 at
the rate of 20% per annum, calculated semi-annually, payable on the due date.
We may repay the Loan in whole or in part at any time prior to the due date. As
of November 30, 2010, the Loan has accrued $2,014 in interest. We have not made
any payment in respect of the Loan. The Proceeds from the loan were used to pay
operating expenses, to acquire our mineral property and to pre-pay professional
fees.

As of August 31, 2010, we had total assets of $92,838 comprised of $29,032 in
cash and $63,806 in prepaid expenses. This reflects an increase of the value of
our total assets from $17,707 on August 31, 2009, due to the Private Placement
and the Loan.

As of August 31, 2010, our total liabilities increased to $54,934 from $2,623 as
of August 31, 2009. The increase was primarily due to the Loan received.

As a result of our recent financing activities, we have sufficient working
capital to maintain our present level of operations for the next 12 months and
to complete Phase I of our proposed exploration program, but not Phase II. We
will be required to seek additional funding in order to complete Phase II of our
exploration program.

We anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no assurance,
however, that we will be able to raise sufficient funding from the sale of our
common stock. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing. If we are unable to secure additional funding, we may
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.

ITEM 8. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

CASTMOR RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009

Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Stockholders' Equity
Statements of Operations and Comprehensive Loss
Statements of Cash Flows
Notes to Financial Statements

CHANG LEE LLP
Chartered Accountants
606-815 Hornby Street
Vancouver, B.C., V6Z 2E6
Tel: 604-687-3776
Fax: 604-688-3373

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

CASTMOR RESOURCES LTD.
(An exploration stage company)

We have audited the accompanying balance sheets of Castmor Resources Ltd. (an
exploration stage company) as at August 31, 2010 and 2009 and the related
statements of stockholders' equity, operations and comprehensive loss, and cash
flows for the years then ended and for the period from June 27, 2005 (date of
inception) to August 31, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as at August 31,
2010 and 2009 and the results of its operations and its cash flows for the years
then ended and for the period from June 27, 2005 (date of inception) to August
31, 2010, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company incurred losses from operations since inception, has not
attained profitable operations and is dependent upon obtaining adequate
financing to fulfil its exploration activities. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Vancouver, Canada "Chang Lee LLP"
November 26, 2010 Chartered Accountants

CASTMOR RESOURCES LTD.
(An exploration stage company)

Balance Sheets
August 31, 2010
(Expressed in U.S. Dollars)

-------------------------------------------------------------------------------------------
August 31 August 31
2010 2009
-------------------------------------------------------------------------------------------

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 29,032 $ 17,707
Prepaid expenses 63,806 -
-------------------------------------------------------------------------------------------

TOTAL ASSETS $ 92,838 $ 17,707
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 4,934 $ 2,623

Long-term Liabilities
PROMISSORY NOTE (NOTE 4) 50,000 -
-------------------------------------------------------------------------------------------

TOTAL LIABILITIES 54,934 2,623
-------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY

SHARE CAPITAL
Authorized:
100,000,000 preferred shares at a par value of $0.0001 per share
Issued and outstanding: Nil
900,000,000 common shares with a par value of $0.0001 per share
Issued and outstanding: 2,487,000 common shares 249 249
(August 31, 2009: 2,487,000)

ADDITIONAL PAID-IN CAPITAL 79,631 79,631
SHARE SUBSCRIPTIONS RECEIVED 50,000 -

(DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE (91,976) (64,796)
-------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY 37,904 15,084
-------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 92,838 $ 17,707
===========================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

CASTMOR RESOURCES LTD.
(An exploration stage company)

Statements of Stockholders' Equity
For the period from June 27, 2005 (inception) to August 31, 2010
(Expressed in U.S. Dollars)
------------------------------------------------------------------------------------------------------------------------------------
Deficit
accumulated Total
Additional Share during stockholders'
Preferred Stock Common Stock paid-in subscriptions exploration equity
Shares Amount Shares Amount capital received stage (deficiency)
------------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock for settlement
of debt July 16, 2005 ($0.0001 per share) - $ - 2,060,000 $ 206 $ 824 $ - $ - $ 1,030

Loss and comprehensive loss for the period - - - - - - (1,914) (1,914)
------------------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2005 - - 2,060,000 $ 206 $ 824 $ - $ (1,914) $ (884)
------------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock for cash
October 25, 2005 ($0.02 per share) - $ - 150,000 $ 15 $ 14,985 $ - $ - $ 15,000

Issuance of common stock for settlement
of debt October 31, 2005 ($0.02 per share) - $ - 36,000 $ 4 $ 3,596 $ - $ - $ 3,600

Loss and comprehensive loss for the year - - - - - - (9,537) (9,537)
------------------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2006 - $ - 2,246,000 $ 225 $ 19,405 $ - $(11,451) $ 8,179
------------------------------------------------------------------------------------------------------------------------------------

Loss and comprehensive loss for the year - - - - - - (5,404) (5,404)
------------------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2007 - $ - 2,246,000 $ 225 $ 19,405 $ - $(16,855) $ 2,775
------------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock for cash
November 30, 2007 ($0.05 per share) - $ - 241,000 $ 24 $ 60,226 $ - $ - $ 60,250

Balance, August 31, 2008 - $ - 2,487,000 $ 249 $ 79,631 $ - $(35,890) $ 43,990
------------------------------------------------------------------------------------------------------------------------------------

Loss and comprehensive loss for the year - - - - - - (28,906) (28,906)
------------------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2009 - $ - 2,487,000 $ 249 $ 79,631 $ - $(64,796) $ 15,084
------------------------------------------------------------------------------------------------------------------------------------

Share subscriptions received - $ - - $ - $ - $ 50,000 $ - $ 50,000

Loss and comprehensive loss for the year - - - - - - (27,180) (27,180)
------------------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2010 - $ - 2,487,000 $ 249 $ 79,631 $ 50,000 $(91,976) $ (37,904)
====================================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

CASTMOR RESOURCES LTD.
(A exploration stage company)

Statements of Operations and Comprehensive Loss
(Expressed in U.S. Dollars)
----------------------------------------------------------------------------------------------------------
Cumulative from
June 27, 2005
(inception) to Year ended Year ended
August 31, 2010 August 31, 2010 August 31, 2009
----------------------------------------------------------------------------------------------------------

EXPENSES

Bank charges $ 438 $ 121 $ 69
Consulting fees 13,699 12,336 965
Interest expense 2,336 - -
Office expenses 9,879 2,780 944
Professional fees 50,272 11,258 18,340
Resource property exploration costs 5,000 - -
Transfer expenses 2,283 685 519
Write-off mineral deposit 8,069 - 8,069
----------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS 91,976 27,180 28,906
----------------------------------------------------------------------------------------------------------

NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (91,976) $ (27,180) $ (28,906)
----------------------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01)
==========================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- basic and diluted 2,487,000 2,487,000
==========================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

CASTMOR RESOURCES LTD.
(An exploration stage company)

Statements of Cash Flows
(Expressed in U.S. Dollars)
------------------------------------------------------------------------------------------------------------------------
Cumulative from
June 27, 2005
(inception) to Year ended Year ended
Augusts 31, 2010 August 31, 2010 August 31, 2009
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net (Loss) for the period $ (91,976) $ (27,180) $ (28,906)

Changes in operating assets and liabilities
- (increase) decrease in prepaid expenses (63,806) (63,806) -
- (increase) decrease in security deposit - - 8,069
- increase (decrease) in accounts payable and accrued liabilities 4,934 2,311 (3,005)
------------------------------------------------------------------------------------------------------------------------

NET CASH (USED IN) OPERATING ACTIVITIES (150,848) (88,675) (23,842)
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from promissory note 50,000 50,000 -
Proceeds from share subscriptions received 50,000 50,000 -
Proceeds from issuance of common stock 79,880 - -
------------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES 179,880 100,000 -
------------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 29,032 11,325 (23,842)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 17,707 41,549
------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,032 $ 29,032 $ 17,707
========================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid $ 2,336 $ - $ -
========================================================================================================================

Income taxes paid $ - $ - $ -
========================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Castmor Resources Ltd. (hereinafter "the Company") was incorporated in the State
of Nevada, U.S.A., on June 27, 2005. The Company's fiscal year end is August
31.

The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its operations. It is primarily engaged in the
acquisition and exploration of mining properties. Upon location of a
commercially minable reserve, the Company expects to actively prepare the site
for its extraction and enter a development stage. In 2005, the Company acquired
mineral interests in two non-contiguous properties located along southeastern
coastal Labrador, approximately 13 kilometers northeast of the community of
Charlottetown, Labrador, Canada. In 2009, the Company's interest in these
mineral properties were forfeited. On September 20, 2010, the Company
reacquired its interest in the mineral properties.

Effective August 19, 2010, we effected a five (5) for one (1) share reverse
split of our authorized and issued and outstanding common stock. As a result of
the reverse split, the Company's issued and outstanding common stock was reduced
from 12,435,000 shares to 2,487,000 shares.

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America applicable to a
going concern which assume that the Company will realize its assets and
discharge its liabilities in the normal course of business. The Company has
incurred accumulated losses of $91,976 since inception and has no source of
revenue. The future of the Company is dependent upon its ability to obtain
financing and upon future acquisition. These factors create doubt as to the
ability of the Company to continue as a going concern. Realization values may
be substantially different from the carrying values as shown in these financial
statements should the Company be unable to continue as a going concern.
Management is in the process of identifying sources for additional financing to
fund the ongoing development of the Company's business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with
the generally accepted accounting principles in the United States of America.
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 that 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:

Accounting Method

The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments and short-term debt instruments with original maturities of
three months or less to be cash equivalents. As at August 31, 2010 and 2009,
there were no cash equivalents.

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 reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

The Company places its cash and cash equivalents with high credit quality
financial institutions. There is no deposit insurance on the Company's
accounts.

Foreign Currency Transactions

The Company is located and operating outside of the United States of America.
The Company's functional currency and reporting currency, is U.S. Dollars. At
the transaction date, each asset, liability, revenue and expense is translated
into U.S. dollars by the use of the exchange rate in effect at that date. At
the period end, monetary assets and liabilities are re-measured by using the
exchange rate in effect at that date. The resulting foreign exchange gains and
losses are included in operations.

Fair Value of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. ASC 820 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure
fair value. A financial instrument's categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. ASC 820 prioritizes the inputs into three levels that
may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are
either directly or indirectly observable; and
Level 3 - Unobservable inputs that are supported by little or no market
activity, therefore requiring an entity to develop its own assumptions about the
assumptions that market participants would use in pricing.

The Company's financial instruments include cash and cash equivalents, accounts
payable and accrued liabilities and promissory notes. Fair values were assumed
to approximate carrying value for these financial instruments, except where
noted. Management is of the opinion that the Company is not exposed to
significant interest or credit risks arising from these financial instruments.
The Company is operating outside the United States of America and has
significant exposure to foreign currency risk due to the fluctuation of currency
in which the Company operates and U.S. dollars.

Mineral Property Payments and Exploration Costs

Mineral property acquisition costs are initially capitalized as tangible assets
when purchased. The Company assesses the carrying costs for impairment when
indicators of impairment exist. If proven and probable reserves are established
for a property and it has been determined that a mineral property can be
economically developed, costs will be amortized using the units-of-production
method over the estimated life of the proven and probable reserve.

Mineral property exploration and development costs are expensed as incurred
until the establishment of economically viable reserves.

Long-lived Assets Impairment

Long-lived assets of the Company are reviewed for impairment whenever events or
circumstances indicate that the carrying amount of assets may not be
recoverable, pursuant to guidance established in ASC 360, Property, Plant and
Equipment.

Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value. Fair value is generally determined using a discounted cash
flow analysis.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Assets Retirement Obligations

The Company has adopted ASC 410, Asset Retirement and Environmental Obligations,
which requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred. ASC 410 requires
the Company to record a liability for the present value of the estimated site
restoration costs with corresponding increase to the carrying amount of the
related long-lived assets. The liability will be accreted and the asset will be
depreciated over the life of the related assets. Adjustments for changes
resulting from the passage of time and changes to either the timing or amount of
the original present value estimate underlying the obligation will be made. As
at August 31, 2010 and 2009, the Company does not have any asset retirement
obligations.

Costs associated with environmental remediation obligations will be accrued when
it is probable that such costs will be incurred and they can be reasonably
estimated.

Stock-Based Compensation

The Company adopted ASC 718, Compensation - Stock-Based Compensation, to account
for its stock options and similar equity instruments issued. Accordingly,
compensation costs attributable to stock options or similar equity instruments
granted are measured at the fair value at the grant date, and expensed over the
expected vesting period.

The Company did not grant any stock options during the period ended August 31,
2010 and 2009.

Comprehensive Income

The Company adopted ASC 220, Comprehensive Income, which establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances. The Company is disclosing this information on its
Statement of Stockholders' Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to owners. The
Company has no elements of "other comprehensive income" for the years ended
August 31, 2010 and 2009.

Income Taxes

The Company has adopted ASC 740, Income Taxes, which requires the Company to
recognize deferred tax liabilities and assets for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns using the liability method. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.

Basic and Diluted Loss Per Share

In accordance with ASC 260, Earnings Per Share, the basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would be outstanding if the potential common shares had been issued and if the
additional common shares were dilutive.

New Accounting Pronouncements

In April 2009, the FASB issued an update to ASC 820, "Fair Value Measurements
and Disclosures", relating to providing guidance on when the volume and level of
activity for the asset or liabilities have significantly decreased and
identifying transactions that are not orderly. The update clarifies the
methodology to be used to determine fair value when there is no active market or
where the price inputs being used represent distressed sales. The update also
affirms the objective of fair value measurement, as stated in ASC 820, which is
to reflect how much an asset would be sold in an orderly transaction, and the
need to use judgment to determine if a formerly active market has become
inactive, as well as to determine fair values when markets have become inactive.
The Company adopted this Statement in the current fiscal year without
significant financial impact.

In April 2009, the FASB issued an update to ASC 825, "Financial Instruments", to
require interim disclosures about the fair value of financial instruments. This
update enhances consistency in financial reporting by increasing the frequency
of fair value disclosures of those assets and liabilities falling within the
scope of ASC 825. The Company adopted this update in the current fiscal year
without significant impact to the financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

In April 2009, ASC 320, "Investments - Debt and Equity", amends current
other-than-temporary guidance for debt securities through increased consistency
in the timing of impairment recognition and enhanced disclosures related to
credit and noncredit components impaired debt securities that are not expected
to be sold. Also, the Statement increases disclosures for both debt and equity
securities regarding expected cash flows, securities with unrealized losses and
credit losses. The Company adopted this Statement in the current fiscal year
without significant impact to the financial statements.

In April 2009, the FASB issued an update to ASC 805, "Business Combinations",
that clarifies and amends ASC 805, as it applies to all assets acquired and
liabilities assumed in a business combination that arise from contingencies.
This update addresses initial recognition and measurement issues, subsequent
measurement and accounting, and disclosures regarding these assets and
liabilities arising from contingencies in a business combination. The Company
adopted this Statement in the current fiscal year without significant impact to
the financial statements.

In May 2009, the FASB issued ASC 855, "Subsequent Events". This Statement
addresses accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or available to be issued.
ASC 855 requires disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, the date issued or date available
to be issued. The Company adopted this Statement in the current fiscal year.

In June 2009, the FASB issued ASC 860, "Transfers and Servicing". This Standard
eliminates the concept of a qualifying special purpose entity ("QSPE") and
modifies the derecognition provisions in Statement of Financial Accounting
Standards No. 140. This statement is effective for financial asset transfers
occurring after the beginning of an entity's first fiscal year that begins after
November 15, 2009. Early application is prohibited. The Company does not
anticipate any significant financial impact from adoption of ASC 860.

On July 1, 2009, the FASB officially launched the FASB ASC 105, "Generally
Accepted Accounting Principles", which established the FASB Accounting Standards
Codification ("the Codification"), as the single official source of
authoritative, nongovernmental, US GAAP, in addition to guidance issued by the
Securities and Exchange Commission. The Codification is designed to simplify US
GAAP into a single, topically ordered structure. All guidance contained in the
Codification carries an equal level of authority. The Codification is effective
for interim and annual periods ending after September 15, 2009. Accordingly,
the Company refers to the Codification in respect of the appropriate accounting
standards throughout this document as "ASC". Implementation of the Codification
did not have any impact on the Company's financial statements.

In August 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-05,
"Fair Value Measurements and Disclosures (Topic 820 - Measuring Liabilities at
Fair Value)". This ASU clarifies the fair market value measurement of
liabilities. In circumstances where a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using one or more of the following techniques: a technique that uses
quoted price of the identical or a similar liability or liabilities when traded
as an asset or assets, or another valuation technique that is consistent with
the principles of Topic 820 such as an income or market approach. ASU No.
2009-05 was effective upon issuance and it did not result in any significant
financial impact on the Company upon adoption.

In September 2009, the FASB issued ASU No. 2009-12, "Fair Value Measurements and
Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net
Asset Value Per Share (or its equivalent)". This ASU permits use of a practical
expedient, with appropriate disclosures, when measuring the fair value of an
alternative investment that does not have a readily determinable fair value.
ASU No. 2009-12 is effective for interim and annual periods ending after
December 15, 2009, with early application permitted. Since the Company does not
currently have any such investments, it does not anticipate any impact on its
financial statements upon adoption.

In January 2010, the FASB issued an update to the Fair Value topic. This update
requires new disclosures for (1) transfers in and out of levels 1 and 2, and (2)
activity in level 3, by requiring the reconciliation to present separate
information about purchases, sales, issuance, and settlements. Also, this
update clarifies the disclosures related to the fair value of each class of
assets and liabilities and the input and valuation techniques for both recurring
and nonrecurring fair value measurements in levels 2 and 3. the effective date
for the disclosures and clarifications is for the interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements, which is effective for fiscal years
beginning after December 15, 2010. This update is not expected to have a
material impact on the Company's financial statements.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (continued)

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective basis.
The Company does not expect the provisions of ASU 2010-01 to have a material
effect on the financial position, results of operations or cash flows of the
Company.

In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership
of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASC No. 2010-09, "Amendments to Certain
Recognition and Disclosure Requirements", which eliminates the requirement for
SEC filers to disclose the date through which an entity has evaluated subsequent
events. ASC No. 2010-09 is effective for its fiscal quarter beginning after 15
December 2010. The adoption of ASC No. 2010-09 is not expected to have a
material impact on the Company's financial statements ASU No. 2010-13 was issued
in April 2010, and clarified the classification of an employee share based
payment award with an exercise price denominated in the currency of a market in
which the underlying security trades. This ASU will be effective for the first
fiscal quarter beginning after December 15, 2010, with early adoption permitted.
The adoption of ASU No. 2010-13 is not expected to have a material impact on the
Company's financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the Company's financial statements
upon adoption.

NOTE 3 - MINERAL PROPERTY INTEREST

On October 31, 2005 the Company acquired a 100% interest in two non-contiguous
mineral claims located along southeastern coastal Labrador, approximately 13
kilometers northeast of the community of Charlottetown, Labrador, Canada. The
claims were acquired from Mr. Thomas Mills for a consideration of $4,250 CAD
which covered an exploration program security deposit and staking and other
related costs of $401 (CAD$450) and $3,199 (CAD$3,800), respectively. The
Company expensed the staking and other related costs of $3,199 in connection
with the acquisition of the mineral claims.

One of the licenses comprising eight claims, was inadvertently allowed to expire
and was cancelled on January 24, 2007. The Company reacquired a 100% interest
in the same eight claims under a new mineral license by a Transfer of Mineral
Disposition dated July 16, 2007, from Mr. Thomas Mills, for $505 CAD. The
Company expensed the entire cost of reacquiring the mineral claims.

Up to August 31, 2009, the Company has paid $8,069 towards a security deposit on
its exploration program. The Company was required to incur total exploration
expenditures of CAD$13,500 for the above noted mineral claims before July 13,
2009. The Company failed to do so, or to pay any further deposit on exploration
activities with the mining division of Labrador Canada. As a result, the
Company has forfeited its mineral claims and wrote off the prepaid security
deposit in the amount of $8,069 in 2009.

On September 20, 2010, the Company reacquired a 100% interest in the same two
non-contiguous mineral claims that it originally acquired on October 31, 2005
and subsequently forfeited. These two non-contiguous mineral claims located
along southeastern coastal Labrador, approximately 13 kilometers northeast of
the community of Charlottetown, Labrador, Canada. The claims were acquired from
Mr. Thomas Mills for a cash consideration of $10,000. Mr. Mills became a
controlling shareholder of the Company on September 22, 2010.

NOTE 4 - PROMISSORY NOTE

On August 31, 2010, the Company received advances of $50,000 from a third party,
to whom the Company issued a promissory note for the same amount on September
21, 2011. The promissory note is due and payable on September 21, 2011 and
accrues interest from September 21, 2010 at the rate of 20% per annum,
calculated semi-annually, payable on the due date. The Company may redeem the
promissory note in whole or in part at any time prior to the due date. As of
August 31, 2010, the Company has made no repayment in respect of the promissory
note.

NOTE 5 - RELATED PARTY TRANSACTIONS

See Note 3 and Note 9.

Included in the prepaid expenses as of August 31, 2010, $10,100 was prepaid to
Moneris Corporate Services Ltd. ("Moneris"), a consulting firm controlled by
mother of the major shareholders (after the private placement on September 22,
2010).

Included in the accounts payable and accrued liabilities as of August 31, 2010,
$1,229 (September 30, 2009 - $1,229) was due to Moneris and $1,852 (September
30, 2009 - $280) was due to the major shareholder for the advanced operating
expenses.

NOTE 6 - PREFERRED AND COMMON STOCK

The Company has 100,000,000 shares of preferred stock authorized and none
issued.

The Company has 900,000,000 shares of common stock authorized, of which
2,487,000 shares are issued and outstanding. All shares of common stock are
non-assessable and non-cumulative, with no preemptive rights.

NOTE 7 - INCOME TAXES

At August 31, 2010, the Company had deferred tax assets of approximately $32,200
principally arising from net operating loss carryforwards for income tax
purposes. As our management cannot determine that it is more likely than not
that we will realize the benefit of the deferred tax asset, a valuation
allowance equal to the deferred tax asset has been established at August 31,
2010. A reconciliation of income taxes at statutory rates with the reported
taxes is as follows:

-------------------------------------------------------------------------------
August 31, 2010 August 31, 2009
-------------------------------------------------------------------------------
Net loss before income taxes $ 27,180 $ 28,905

Income tax recovery at statutory rates of 35% 9,513 10,117
Unrecognized benefits of non-capital losses (9,513) (10,117)
Total income tax recovery $ - $ -
-------------------------------------------------------------------------------

The significant components of the deferred tax asset at August 31, 2010 and 2009
were as follows:
-------------------------------------------------------------------------------
August 31, 2010 August 31, 2009
-------------------------------------------------------------------------------
Net operating loss carryforwards $ 32,200 $ 22,700
Valuation allowance (32,200) (22,700)
Net deferred tax asset $ - $ -
-------------------------------------------------------------------------------

At August 31, 2010, we had net operating loss carryforwards of approximately
$92,000, which expire in the year 2026 through 2030.

NOTE 8 - SEGMENT INFORMATION

The Company currently conducts all of its operations in Canada.

NOTE 9 - SUBSEQUENT EVENTS

See Note 3.

On September 22, 2010, the Company completed a private placement of 10,000,000
shares of the Company's common stock to Thomas Mills at a price of $0.005 per
share for gross proceeds of $50,000.

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

There have been no changes in or disagreements with our independent accountants
since our inception.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of August 31, 2010, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer (who are one and the same person), of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended. Based solely on the material
weaknesses described below, our Chief Executive Officer and Chief Financial
Officer concluded that, as of August 31, 2010, the Company's disclosure controls
and procedures were not effective:

1. The Company presently has only one officer and no employees. Inasmuch as
there is no segregation of duties within the Company, there is no management
oversight, no one to review control documentation and no control documentation
is being produced.

CHANGES IN DISCLOSURE CONTROLS AND PROCEDURES

Except as described below, there were no changes in disclosure controls and
procedures that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially effect, our
disclosure controls and procedures.

We will implement the following measures to address the identified material
weaknesses in our disclosure controls and procedures:

1. We will appoint accounting personnel who are able to implement applicable
accounting requirements, policies and procedures applicable to our reporting
obligations.

We will not be implementing any further changes to our disclosure controls and
procedures until there is a significant change in our operations or capital
resources.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO (who are one and the same person),
does not expect that our disclosure controls and internal controls will prevent
all errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

CEO AND CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of our CEO and CFO (who are one and the same person). The
Certifications are required in accordance with Section 302 of the Sarbanes-Oxley
Act of 2002 (the Section 302 Certifications). This Item of this report is the
information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Our internal control over financial reporting is a process designed
to provide reasonable assurance to our management and board of directors
regarding the reliability of financial reporting and the preparation of the
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting
may not prevent or detect misstatements. All internal control systems, no matter
how well designed, have inherent limitations, including the possibility of human
error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial
reporting as of August 31, 2010. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework. Based solely on the
material weaknesses described below, our management has concluded that, as of
August 31, 2010, the Company's internal control over financial reporting was not
effective. Management has identified the following deficiencies that, when
aggregated, may possibly be viewed as a material weakness in our internal
control over financial reporting as of August 31, 2010:

1. We do not have an Audit Committee - While not being legally obligated to
have an audit committee, it is our management's view that such a committee,
including a financial expert member, is an utmost important entity level control
over our financial statements. To date we have not established an audit
committee.

2. Insufficient documentation of financial statement preparation and review
procedures - We employ policies and procedures in reconciliation of the
financial statements and the financial information based on which the financial
statements are prepared. Notwithstanding, the controls and policies we employ
are not sufficiently documented.

3. We did not maintain proper segregation of duties for the preparation of
our financial statements - As of August 31, 2010 the majority of the preparation
of financial statements was carried out by one person. Additionally, we
currently only have one officer/director having oversight on all transactions.
This has resulted in several deficiencies including:

a. Significant, non-standard journal entries were prepared and approved
by the same person, without being checked or approved by any other
personnel.

b. Lack of control over preparation of financial statements, and proper
application of accounting policies.

4. We lack sufficient information technology controls and procedures - As of
August 31, 2010, we lacked a proper data back up procedure, and while backup did
take place in actuality, we believe that it was not regulated by methodical and
consistent activities and monitoring.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We have also established and evaluated our internal control over financial
reporting, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent to
the date of their last evaluation. Nor have there have been any changes in our
internal control over financial reporting during the last fiscal quarter. We do
not intend to implement any changes to our internal control over financial
reporting until there is a significant change in our level of operations and
capital resources.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. We
are not required to provide an attestation report by our registered public
accounting firm pursuant to the rules of the Securities and Exchange Commission.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND OFFICERS

The following sets forth our directors, executive officers, promoters and
control persons, their ages, and all offices and positions held. Directors are
elected for a period of one year and thereafter serve until their successor is
duly elected by the shareholders. Officers and other employees serve at the
will of the Board of Directors.

--------------------------------------------------------------------------------
PERIOD SERVED AS
NAME POSITION AGE DIRECTOR/OFFICER
--------------------------------------------------------------------------------
Alfonso Quijada Chief Executive Officer, 39 2007 to present
President, Chief Financial Officer
and a director
================================================================================

Alfonso Quijada has served as a director of Castmor Resources Ltd. since 2006.
In 2010, he was appointed to the additional offices of President and Treasurer.
Mr. Quijada has raised millions of dollars for private and public companies,
including $1.8 million for Rhino Films and $2.5 million for an oil refinery in
Bulgaria. From 1994 through to 1998 he was the founder and president of New
World Artist Productions Inc., an international production company, focused
primarily on live-productions and music development in Japan. He was the VP of
Investor Relations for Tri-Gate Entertainment Inc. from 2000 to 2003. From 2002
to 2003, Mr. Quijada also headed up investor relations for TNR Gold Corp. From
2007 to 2009, he was the President, Chief Executive Officer and a director of
Pickford Minerals, Inc. Ltd, an exploration company having mineral interests in
Labrador, Canada. Since 2003, Mr. Quijada has served as a self-employed
independent consultant, assisting privately held companies with the development
and implementation of corporate development growth plans and marketing
initiatives, advising on corporate finance strategies and making recommendations
on public relations activities. Mr. Quijada was a controlling shareholder of
Castmor Resources Ltd. at the time of his appointment as a director and officer
of the company. His experience in corporate development and finance is expected
to benefit Castmor in its future capital raising activities.

The mailing address for all our officers and directors is 427 Princess Street,
Suite 406, Kingston, ON K7L 5S9.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years none of our directors, executive officers, promoters
or control persons have:

(1) had 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) been convicted in a criminal proceeding or subject to a pending criminal
proceeding;

(3) been 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

(4) been found by a court of competent jurisdiction in a civil action, the
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.

COMMITTEES OF THE BOARD

All proceedings of the board of directors for the fiscal year ended August 31,
2010 were conducted by resolutions consented to in writing by our board of
directors and filed with the minutes of the proceedings of our board of
directors. Castmor does not have nominating, compensation or audit committees
or committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our board of directors does
not believe that it is necessary to have such committees because it believes
that the functions of such committees can be adequately performed by the board
of directors.

Castmor does not have any defined policy or procedure requirements for
stockholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or stockholders, and make recommendations for election
or appointment.

A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President, Alfonso Quijada, at the
address appearing on the first page of this registration statement.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have a standing audit committee. Our directors perform the functions
usually designated to an audit committee. Our board of directors has determined
that we do not have a board member that qualifies as an "audit committee
financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have
a board member that qualifies as "independent" as the term is used in Item
7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as
amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

We believe that our board of directors is capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for
financial reporting. Our board of directors does not believe that it is
necessary to have an audit committee because management believes that the
functions of an audit committee can be adequately performed by the board of
directors. 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 stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.

As we generate revenue in the future, we intend to form a standing audit
committee and identify and appoint a financial expert to serve on our audit
committee.

INDEMNIFICATION

Under our Articles of Incorporation and bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act,
which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the SEC, indemnification is against public
policy, as expressed in the Securities Act and is, therefore, unenforceable.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers and directors, and persons who own more than 10% of a registered class
of our equity securities, to file initial reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC regulation
to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms received by us with
respect to the fiscal year ended August 31, 2010, or written representations
from certain reporting persons, we believe that our officers, directors and
beneficial owners of more than 10% of a registered class of our equity
securities have complied with all applicable filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

To date we have no employees other than our officers and directors. No
compensation has ever been awarded, earned or paid to any of our officers or
directors. We have no employment agreements with our sole officer. We do not
contemplate entering into any employment agreements until such time as we have
positive cash flows from operations.

There is no arrangement pursuant to which any of our directors has been or is
compensated for services provided as one of our directors.

There are no stock option plans, retirement, pension, or profit sharing plans
for the benefit of our officers or directors. We do not have any long-term
incentive plans that provide compensation intended to serve as incentive for
performance.

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

The following table sets forth, as of November 10, 2010, information concerning
ownership of the Company's securities by (i) each Director, (ii) each executive
officer, (iii) all directors and executive officers as a group; and (iv) each
person known to the Company to be the beneficial owner of more than five percent
of each class:

The number and percentage of shares beneficially owned includes any shares as to
which the named person has sole or shared voting power or investment power and
any shares that the named person has the right to acquire within 60 days.

----------------------------------------------------------------------------
Beneficial Ownership
Common Percentage
Name of Beneficial Owner Shares of class
----------------------------------------------------------------------------
Alfonso Quijada 1,800,000 14%
----------------------------------------------------------------------------
All directors and executive officers, as a group 1,800,000 14%
----------------------------------------------------------------------------
Thomas Mills 10,080,000 81%
----------------------------------------------------------------------------
All beneficial owners of more than 5% of
the Company's common stock, as a group 11,880,000 95%
============================================================================

The mailing address for all directors, executives officers and beneficial owners
of more than 5% of our common stock is 427 Princess Street, Suite 406, Kingston,
ON K7L 5S9.

Unless otherwise noted, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them. For purposes hereof, a person is considered to be
the beneficial owner of securities that can be acquired by such person within 60
days from the date hereof, upon the exercise of warrants or options or the
conversion of convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that any such warrants, options or
convertible securities that are held by such person (but not those held by any
other person) and which can be exercised within 60 days from the date hereof,
have been exercised.

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

No other material related party transactions between Thrust and its officers,
directors or control persons occurred during the fiscal year ended August 31,
2010.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

The aggregate fees billed by Chang Lee LLP for professional services rendered
for the audit of our annual financial statements included in this Annual Report
on Form 10-K for the fiscal year ended August 31, 2009 were $5,041.

AUDIT RELATED FEES

For the fiscal years ended August 31, 2010 and 2009, the aggregate fees billed
for assurance and related services by Chang Lee LLP relating to our quarterly
financial statements which are not reported under the caption "Audit Fees"
above, were $4,817 and $2,462, respectively.

TAX FEES

For the fiscal years ended August 31, 2010 and 2009, the aggregate fees billed
for tax compliance, by Chang Lee LLP were nil.

ALL OTHER FEES

For the fiscal years ended August 31, 2010 and 2009, the aggregate fees billed
by Chang Lee LLP for other non-audit professional services, other than those
services listed above, totaled nil.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Chang & Lee is engaged by us or our subsidiaries to render
any auditing or permitted non-audit related service, the engagement be:

* approved by our audit committee; or

* entered into pursuant to pre-approval policies and procedures established
by the audit committee, provided the policies and procedures are detailed
as to the particular service, the audit committee is informed of each
service, and such policies and procedures do not include delegation of the
audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does not have records of what percentage of the above fees were
pre-approved. However, all of the above services and fees were reviewed and
approved by the entire board of directors either before or after the respective
services were rendered.

PART IV

ITEM 13. EXHIBITS

--------------------------------------------------------------------------------
EXHIBIT TITLE
--------------------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation, Castmor Resources Ltd.
3.2 Amended and Restated Bylaws, Castmor Resources Ltd.
14.1 Code of Ethics for Senior Financial Officers, Castmor Resources Ltd.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Map showing the location of the White Bear Arm Property
--------------------------------------------------------------------------------

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

CASTMOR RESOURCES LTD.

March 24, 2011 By: /s/ Alfonso Quijada
Alfonso Quijada
President, Chief Executive Officer
Chief Financial Officer,
Principal Accounting Officer
and a director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE

/s/ Alfonso Quijada Chief Executive Officer, President, March 24, 2011
Alfonso Quijada ChiefFinancial Officer,
Principal Accounting Officer
& a directo

Red Giant Entertainment, Inc. - FORM 10-K/A - March 24, 2011

Attached files

Red Giant Entertainment, Inc. Reports