UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

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

OR

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

For the fiscal year ended December 31, 2010

OR

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

For the transition period from ___________ to __________

OR

[ ]  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: ______

Commission File Number: 000-51337

RUSH METALS CORP.

 (Exact name of Registrant as specified in its charter)

Alberta, Canada

(Jurisdiction of incorporation or organization)

11215 Jasper Avenue, Suite 505, Edmonton, Alberta, Canada T5K 0L5

(Address of principal executive offices)

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

None

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

Common Stock, Fully Paid and Non-Assessable Common Shares, Without Par Value

(Title of Class)

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

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: The registrant has one class of Common Stock with 26,613,920 shares outstanding as of December 31, 2010 and June 29, 2011.  No preferred shares issued and outstanding.

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]

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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [  ] No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 ninety days.  Yes [X]  No [  ]

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

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

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

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

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

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

Item 17 [  ] Item 18 [ X ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes [  ]  No [X]

Index to Exhibits on Page 74

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

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

Yes [  ] No [x  ]

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RUSH METALS CORP.

FORM 20-F ANNUAL REPORT 2010

TABLE OF CONTENTS

Mining Glossary		4
Introduction		5
Part I
Item 1.	Identity of Directors, Senior Management and Advisors	6
Item 2.	Offer Statistics and Expected Timetable	6
Item 3.	Key Information	6
Item 4.	Information on the Company	17
Item 4A.	Unresolved Staff Comments	23
Item 5.	Operating and Financial Review and Prospects	23
Item 6.	Directors, Senior Management and Employees	29
Item 7.	Major Shareholders and Related Party Transactions	35
Item 8.	Financial Information	37
Item 9.	The Offer and Listing	38
Item 10.	Additional Information	39
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 12.	Description of Other Securities Other Than Equity Securities	43
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	44
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	44
Item 15.	Controls and Procedures	44
Item 16. A B C D E F G	Reserved Audit Committee Financial Expert Code of Ethics Principle Accountant Fees and Services Exemptions from the Listing Standards for Audit Committees Purchases of Equity Securities by the Issuer and Affiliated Purchasers Change n Registrants Certifying Accountant Corporate Governance	45
Part III
Item 17.	Financial Statements	47
Item 18.	Financial Statements	48
Item 19.	Exhibits	74
Financial Statements		49
Signature Page Certifications

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Mining Glossary

Au:	Gold
Breccia:	Rock composed of sharp-angled fragments embedded in a fine-grained matrix.
Deposit:	A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures. Such a deposit does not qualify as a commercially mineable ore body or as containing reserves of ore, unless final legal, technical, and economic factors are resolved.
Hectare:	A unit of area in the metric system equal to 100 acres, or 10,000 square meters, and the equivalent of 2.471 acres in British Imperial and U.S. Customary measure.
Mineralized material:	Tonnage and grade estimate for non-reserve materials where sampling and geologic understanding is sufficient for classification as reserves, but that may not pass the economic test.
Ore:	A natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit or from which some part may be profitably separated.
Quartz:	A common mineral, silicon dioxide, occurring in crystals and grains.
Stratigraphy:	The arrangement of rock strata, especially as to geographic position and chronological order of sequence.

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INTRODUCTION

We were formed as a corporation under the federal laws of Canada pursuant to the Canada Business Corporations Act on August 8, 2003. We are an exploration stage Company engaged principally in the acquisition, exploration, and if warranted and feasible, development of natural resource properties in North America.  On August 20, 2009 at an annual meeting of shareholders, a majority of the Company’s shareholders approved a change in name of the Company to Rush Metals Corp.

In this Annual Report, the “Company”, “Rush Metals Corp.”, “Rush”, "we", "our", and "us", refer to Rush Metals Corp. (unless the context otherwise requires).  Summary discussions of documents referred to in this Annual Report may not be complete, and we refer you to the actual documents for more complete information.  Our principal corporate offices are located at Suite 505, 11215 Jasper Avenue, Edmonton, Alberta  T5K 0L5.

BUSINESS OF RUSH METALS CORP.

Rush Metals Corp. is principally engaged in the acquisition and exploration of mineral properties. The Company currently has entered into one property option agreement relating to a property in British Columbia, Canada.

FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

Certain of the information contained in this Form 20-F Annual Report constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this Form 20-F Annual Report, including, without limitation, current expectations and projections about future events and financial trends affecting our business are forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” "should," “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or “continue” or the negative thereof or variations thereon or similar terminology.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include those discussed in the section entitled "Risk Factors".

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, prospective investors should not place undue reliance on forward-looking statements.  The forward-looking statements in this Form 20-F Annual Report speak only as to the date hereof.  We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

         --- Not applicable ---

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

         --- Not applicable ---

ITEM 3.  KEY INFORMATION.

3.A Selected Financial Data

The selected financial data of the Company for the fiscal years ended December, 31, 2010, 2009, 2008, 2007, and 2006 was derived from the financial statements of the Company that have been audited by BDO Canada LLP independent registered public accounting firm, as indicated in their audit reports, which are included elsewhere in this Annual Report.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.

Table No. 1 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). During the year ended December 31, 2008, the Company extended the life of its warrants.  Under US GAAP, such an extension resulted in a total incremental fair value of $8,051 to be recorded as a dividend which had no impact on the Company’s loss per share. During the year ended December 31, 2010, the Company extended the life of its warrants. Under US GAAP, such an extension resulted in a total incremental fair value of $Nil to be recorded as an adjustment to stock based compensation which had no impact on the Company’s loss per share. There are no other material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company except for the modification of warrants in 2008 as described above.

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Table No. 1

Selected Financial Data

(CDN$)

	Year			Year			Year			Year			Year
	Ended 12/31/10			Ended 12/31/09			Ended 12/31/08			Ended 12/31/07			Ended 12/31/06
Revenue	$Nil			$Nil			$Nil			$Nil			$Nil
Expenses	$	(28,373	)	$	(253,756	)	$	(54,979	)	$	(351,943	)	$	(1,945,540	)
Loss from operations	$	(28,373	)	$	(253,756	)	$	(54,979	)	$	(351,943	)	$	(1,945,540	)
Net Loss and Other Comprehensive Loss per Canadian GAAP	$	(28,791	)	$	(268,316	)	$	(23,415	)	$	(346,255	)	$	(1,946,089	)
Basic and diluted (Loss) Per Share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.05	)
Dividends Per Share	$Nil			$Nil			$Nil			$Nil			$Nil
Weighted Avg. Shares		40,071,454			41,823,509			41,613,920			41,613,920			40,997,133
Period-end Shares		26,613,920			42,613,920			41,613,920			41,613,920			41,613,920
Working Capital (deficiency)	$	597		$	26,021		$	152,170		$	32,679		$	355,721
Long-Term Debt	$Nil			$Nil			$Nil			$Nil			$Nil
Share Capital	$	784,442		$	784,442		$	684,442		$	684,442		$	684,442
Shareholders’ Equity (Capital Deficit)	$	597		$	29,388		$	155,537		$	53,940		$	359.088
Total Assets	$	20,226		$	53,024		$	177,823		$	84,334		$	418,249

3.A.3.  Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 2 sets forth the exchange rates for the Canadian Dollar at the end of each of the three fiscal years ended December 31, 2010, 2009, and 2008, and the average rates for the period and the range of high and low rates for the period.  The data for June 2011 and for each month during the most recent six months is also provided.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.

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Table No. 2

U.S. Dollar/Canadian Dollar

Period	Average	High	Low	Close
June 2011	0.98	0.97	0.99	0.99
May 2011	0.97	0.97	0.96	0.97
April 2011	0.96	0.97	0.95	0.95
March 2011	0.98	0.99	0.97	0.97
February 2011	0.99	1.00	0.97	0.97
January 2011	0.99	1.00	1.00	1.00
December 2010	1.01	1.00	0.99	0.99
Fiscal Year Ended December 31, 2010	1.01	1.00	0.99	0.99
Fiscal Year Ended December 31, 2009	1.14	1.03	1.30	1.05
Fiscal Year Ended December 31, 2008	1.07	0.97	1.30	1.22
Fiscal Year Ended December 31, 2007	1.07	0.91	1.19	0.98
Fiscal Year Ended December 31, 2006	1.08	0.92	1.18	1.04

3.B.  Capitalization and Indebtedness

--- Not applicable ---

3.C.  Reasons for the Offer and Use of Proceeds

--- Not applicable ---

3.D.  Risk Factors

This investment has a high degree of risk.  Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus.  If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down.  This means you could lose all or a part of your investment.

RISKS RELATING TO OUR COMPANY

1.   Our auditors’ opinion on our December 31, 2010 financial statements includes an explanatory paragraph in respect of there being substantial doubt about our ability to continue as a going concern.

We have incurred an accumulated net loss of $2,818,594 for the periods ending December 31, 2010, since inception.  We anticipate generating losses for at least the next 12 months.  Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described by our auditors with respect to the financial statements for the year ended December 31, 2010.  Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Our plans to deal with this uncertainty include raising additional capital or entering into a strategic arrangement with a third party. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.

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As only our Director, Messr. Coale has technical training or experience in exploring for, starting, and operating a mine, we will have to hire qualified consultants. If we cannot locate qualified consultants, we may have to suspend or cease operations which will result in the loss of your investment.

Only our Director, Messr. Coale has experience with exploring for, starting, and operating a mine. Except for this individual, our Executive Officer and Directors do not have any technical training or experience in exploring for, starting, and operating a mine. As such, we will have to hire qualified consultants to perform surveying and exploration of our properties. Our Executive Officer and other Directors have no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Their decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

3.   Not all of our properties have been examined by a professional geologist or mining engineer and we have no known mineral reserves on any of our properties. Without mineral reserves we cannot generate income, and if we cannot generate income we will have to cease operations.

The Mammoth property has not been examined by a professional geologist or mining engineer.  As such, we have no known mineral reserves on our property. Without mineral reserves, we have nothing to economically remove. If we have nothing to economically remove from our property, we cannot generate income and in such a situation, we will have to cease operations which will result in the loss of your investment.

4.   Weather interruptions in the Province of British Columbia may delay our proposed exploration operations. Such delay will extend the time when we may be able to generate revenues.

Our proposed exploration work on the Mammoth Property can only be performed approximately five to six months out of the year. This is because rain and snow cause travel to our claims to be difficult during six to seven months of the year. During the winter, we are unable to conduct exploration operations on the Mammoth Property. This could delay exploration and subsequent removal of any mineralized material, should any be discovered. As a result of the delay in removing mineralized material, no revenue will be generated by us, which will result in the loss of your investment.

5.   Since Messrs. Diakiw, Coale, and Daems, Directors of the Company, have other outside business activities and will only be devoting 20% of their time to our operations, our operations may be sporadic. This may result in periodic interruptions or suspensions of exploration which may result in the loss of your investment.

Since our Directors and Executive Officer have other outside business activities and will only be devoting 20% of their time to our operations, our operations may be sporadic and only occur at times which are convenient to Messrs. Diakiw, Coale, and Daems. As a result, exploration of our properties may be periodically interrupted or suspended.

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6.   If we are unable to obtain additional funding, our business operations will be harmed.  Even if we do obtain additional financing our then existing shareholders may suffer substantial dilution.

We will require additional funds to meet our obligations under our existing property option agreements and to acquire and develop interests in new properties that we want to explore for natural mineral resources in the future. We anticipate that we will require up to approximately $385,000 to fund our continued operations for the next twelve months. Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations.  If we are unable to obtain additional financing, we will likely be required to curtail our development plans which could cause the company to become dormant. Any additional equity financing may involve substantial dilution to our then existing shareholders.

7.   If we do not continue to make payments under our Property Option Agreement for our property, we will lose our interest in the properties as well as losing all monies incurred in connection with the properties.

Under our Property Option Agreement, we have currently secured the right to acquire a 100% interest in the Mammoth property.  Pursuant to the Option Agreement, we may continue to exercise the option only by making a series of annual cash payments and incurring net expenditures on the property.  See the Property option agreement description located in the section entitled “Section 4.D - Property Plant, and Equipment” of this 20-F for a more detailed description of the Option Agreement.

If we do not make the required payments or incur the required expenditures in accordance with the Option Agreement we will lose our option to purchase the respective property and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. As of June 29, 2011, we are in default of our property option agreement; however, the optionor of the Property Option Agreement has agreed to not revoke our option at this time. This may change if we continue to be in default. Our Property Option Agreement is separate from any other agreement and one agreement will not impact our rights under any of the other agreements.

8.   Because our business involves numerous operating hazards, we may be subject to claims of a significant size which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations, which will cause you a loss of your investment.

Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure, and craterings.  The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs and force us to cease our operations, which will cause you a loss of your investment.

9.   Damage to the environment could also result from our operations.  If our business is involved in one or more of these hazards, we may be subject to claims of a significant size which could force us to cease our operations.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies.  Failure to comply with these rules and regulations can result in substantial penalties.  Our cost of doing business may be affected by the regulatory burden on the mineral industry since the rules and regulations frequently are amended or interpreted.  We cannot predict the future cost or impact of complying with these laws.

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Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact on future mineral exploration operations.  Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the cost of which could harm our results of operations.  We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and properties are subject to extensive federal, state, provincial and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released into the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and  (v)  impose substantial  liabilities  for  pollution  resulting  from  our  proposed operations.

The exploration of mineral reserves are subject to all of the usual hazards and risks associated with mineral exploration, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. The exploration activities may be subject to prolonged disruptions due to the weather conditions surrounding the location of the Mammoth Property.  Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program.  Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could over exceed policy limits or be excluded from coverage.  We do not currently carry insurance to protect against these risks and we may not obtain such insurance in the future.  There are also risks against which we cannot, or may not elect to insure.  The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, thereby hurting our financial position, future earnings, and/or competitive positions.  We may not have enough capital to continue operations and you will lose your investment.

10.   Because of the speculative nature of exploration and development, there is a substantial risk that our business will fail.

The search for valuable natural resources on our properties is extremely risky as the exploration for natural resources is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing mines. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our properties do not contain any reserves, and any funds we spent on exploration will probably be lost. In such a case, we would be unable to complete our business plan.

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful.  To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. The risks associated with mineral exploration include:

·   the identification of potential mineralization  based on superficial analysis;

·   the quality of our management and our geological and technical expertise; and

·   the capital available for exploration and development.

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Substantial expenditures are required to determine if a project has economically mineable mineralization.  It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  In such a case, we would be unable to develop our business.

11.   We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change.  We may be unable to compete successfully with our existing competitors or with any new competitors.  We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

12.   If we lose the services of any of our management team we may not be able to continue to operate our business and may be required to cease operations.

We are presently dependent to a great extent upon the experience, abilities and continued services of Keith Diakiw, our Director, Chairman, President, Chief Executive Officer and Operating Officer. Mr. Diakiw, who currently spends approximately 1 day per week working on the Company’s business, has an extensive background in the natural resource exploration industry and the loss of his services would negatively impact our operations. If we lost the services of this individual we would be forced to find other qualified management to assist us in location and exploration of a property. This would be costly to us in terms of both time and expenses.  We do not maintain an employment agreement with Mr. Diakiw nor do we have key-man life insurance on him. Therefore, if we were unable to replace the services and experience of Mr. Diakiw, we may be forced to discontinue our operations.

13.   The prices of metals are highly volatile and a decrease in metals prices could result in us incurring losses.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities.  The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions.  Price fluctuations in the metals markets from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability of a mine.  Accordingly, we may begin to develop a mineral property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metals prices have decreased.  Adverse fluctuations of metals market price may force us to curtail or cease our business operations.

14.   Our principal stockholders, Officer and Directors own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our Officer and Directors, in the aggregate, beneficially own approximately, or have the right to vote, 52.6% of our outstanding common stock.  As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval including:

·   election  of  our  Board  of  Directors;

·   removal  of  any  of  our  Directors;

·   amendment  of  our  Articles of Incorporation  or  bylaws;  and

·   adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

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As a result of their ownership and positions, our Directors and Executive Officer collectively are able to influence all matters requiring shareholder approval, including the election of Directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our Directors and Executive Officer, or the prospect of these sales, could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the Company may decrease.  Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

15.   We are an exploration stage company and the probability that commercially viable deposits or "reserves" exists in the property is extremely remote.

We are an exploration stage company with no known commercially viable deposits, or "reserves" on our properties. Therefore, determination of the existence  of  a  reserve  will  depend  on appropriate  and  sufficient  exploration  work  and the  evaluation  of  legal, economic, and environmental  factors. If we fail to find a commercially viable deposit on any of our properties our financial condition and results of operations will suffer.  If we cannot generate income from the properties we will have to cease operation which will result in the loss of your investment.

16.   We may not have the funds to purchase all of the supplies, manpower and materials we need to begin exploration which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, manpower and certain equipment such as bulldozers and excavators that we might need to conduct exploration. If there is a shortage or scarcity, we cannot compete with larger companies in the exploration industry for supplies, manpower and equipment.  In the event that the prices for such resources rise above our affordability levels, we may have to delay or suspend operations.  In the event we are forced to limit our exploration activities, we may not find any minerals, even though our properties may contain mineralized material. Without any minerals we cannot generate revenues and you may lose your investment.

17.   Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted and feasible, developing natural resource properties.  Our current properties are in the exploration stage only and are without known reserves of natural resources.  Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term.  Any profitability in the future from our business will be dependent upon locating and developing economic reserves of natural resources, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

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18.   It is possible that there may be native or aboriginal claims to our property, which could result in us incurring additional expenses to explore our properties.

Although we believe that we have the right to explore our properties, we cannot substantiate that there are no native or aboriginal claims to the properties. Native groups have made extensive land claims to large areas of land within British Columbia and various parts of the United States.  The status of such claims is uncertain, and has not been resolved despite lengthy and expensive court proceedings.  If a native or aboriginal claim is made to any of our properties, it would negatively affect our ability to explore this property as we would have to incur significant legal fees protecting our right to explore the property. We may also have to pay third parties to settle such claims.  If it is determined that there is a legitimate claim to any of our properties then we may be forced to return this property without adequate consideration.  Even if there is no legal basis for such claim, the costs involved in resolving such matter may force us to delay or curtail our exploration completely.  When we make the application to commence our exploration activities, representatives of Native groups will have the right to participate in, or may be consulted in, review by regulatory authorities of our proposed mining operations.  If this occurs, we may have to incur additional resources and it may take longer to obtain the required permits.

RISKS RELATING TO OUR COMMON SHARES

19.   We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.  The future issuance of our unlimited authorized common shares may result in substantial dilution in the percentage of our common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis.  The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common shares.

20.   Our common shares are subject to the "Penny Stock" Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require:

·   that a broker or dealer approve a person's  account for transactions in  penny  stocks;  and

·   the broker or dealer  receive from the investor a written  agreement to the  transaction,  setting forth the identity and quantity of the penny  stock  to  be  purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

·   obtain financial information and investment experience objectives of the  person;  and

·   make a  reasonable  determination  that  the  transactions  in penny stocks are  suitable  for that person and the person has  sufficient knowledge  and  experience  in  financial  matters  to be capable of evaluating  the  risks  of  transactions  in  penny  stocks.

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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·   sets  forth  the  basis on  which  the  broker  or  dealer  made the suitability  determination;  and

·   that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules.  This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

21.   We have registered a significant number of common shares underlying our warrants and stock options that may be available for future sale.  The sale of these shares may depress the market price of our Common shares and shareholders could suffer a loss on their investment.

As of June 29, 2011, we had 26,613,920 common shares issued and warrants outstanding to purchase an aggregate of 31,163,140 common shares and stock options outstanding to purchase an aggregate of 25,000 common shares.  All of these shares and those shares underlying the warrants have been registered and may be sold without restriction.  If such warrants are exercised in full and converted to common shares, our shareholders may experience a decline in the price of our common shares as such common shares are sold into the open market.  If such decline in the price of our common shares were to materialize, shareholders could suffer a loss on their investment.

On June 24, 2005, we registered our 2005 Stock Option plan pursuant to which stock options were granted in 2005 of which 150,000 were cancelled in 2008, 425,000 were cancelled in 2009 and Nil were cancelled in 2010.  No stock options were granted in 2010, 2009, 2008 or 2007.  Such common shares underlying stock options are freely tradable upon exercise of such options.

22.   There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

We have applied for admission for quotation of our securities on the OTC Bulletin Board, and as of October 2008 have received approval to trade under the symbol AGRUF.   In October 2009 the symbol was changed to RSMTF to reflect the name change from American Goldrush Corp. to Rush Metals Corp.  There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained.    If for any reason a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common shares should they desire to do so.

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23.   State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the Company’s common shares.

Secondary trading in the Company’s common stock will not be possible in any state until the common shares are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common shares in any particular state, the common shares could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common shares, the liquidity for the common shares could be significantly impacted thus causing you to realize a loss on your investment.

24.   We are a “foreign private issuer”, and you may not have access to the information you could obtain about us if we were not a “foreign private issuer”.

We are considered a "foreign private issuer" under the Securities Act of 1933, as amended. As an issuer incorporated in Canada, we will be required to prepare our annual and interim financial statements in accordance with Canadian Generally Accepted Accounting Principles. For purpose of our annual disclosure obligations in the United States, we will annually file in the United States financial statements prepared in accordance with Canadian GAAP together with a reconciliation to US GAAP.  In addition, as a foreign private issuer we will not have to file quarterly reports with the SEC nor will our Directors, Officer and 10% stockholders be subject to Section 16(b) of the Exchange Act. As a foreign private issuer we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain information about us as you could obtain if we were not a “foreign private issuer”.

25.   Because we do not intend to pay any cash dividends on our common shares, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in the foreseeable future.  Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

26.   We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.

If we are a “passive foreign investment company” or “PFIC” as defined in Section 1297 of the Code, U.S. Holders will be subject to U.S. federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year is “passive income”, which generally includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if we elect, adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. Whether we are a PFIC in any year and the tax consequences relating to PFIC status will depend on the composition of our income and assets, including cash. U.S. Holders should be aware, however, that if we become a PFIC, it may not be able or willing to satisfy record-keeping requirements that would enable U.S. Holders to make an election to treat us as a “qualified electing fund” for purposes of one of the two alternative tax regimes applicable to a PFIC. We strongly urge U.S. holders or potential shareholders to consult their own tax advisor concerning the impact of these rules on their investment in us

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27.   Because our Company and three of our Directors are located outside the United States, it may be difficult for an investor to enforce within the United States any judgments obtained against us or our Officer and Directors.

Our Company and three of our Directors are located outside of the United States and we do not maintain a permanent place of business within the United States.  In addition, three of our Directors and Officer are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States.  As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our Officer or Directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against us or our Directors and Officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions brought in Canada against us or our Directors and Officer predicated upon the securities laws of the United States or any state thereof.

ITEM 4.  INFORMATION ON THE COMPANY

4.A. HISTORY AND CORPORATE DEVELOPMENT OF THE COMPANY

We were formed as a Corporation under the Federal laws of Canada pursuant to the Canada Business Corporations Act on August 8, 2003. We are a natural resource exploration stage Company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties.

We are a mineral exploration Company in the exploration stage, and cannot give assurance that commercially viable minerals exist on the property.  Extensive geological analysis of our properties will be required before we can make an evaluation as to the economic feasibility of developing or finding valuable resources on these grounds. We have not, as yet, identified any mineral resources on our properties.

South Vulture Property

On March 24, 2006, the Company entered into a Property Option Agreement giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the South Vulture property located in Maricopa County, Arizona.  The Company may exercise the option by making cash payments totalling CDN $27,294 (USD $25,000) and incurring net expenditures on the property of at least CDN $119,793 (USD $120,000) by March 24, 2010.  The Company paid the initial CDN $5,850 (USD $5,000) deposit as required under the Property Option Agreement and made the annual payments of CDN $5,660 (USD $5,000) and CDN $5,870 (USD $5,000) due March 24, 2008 and 2007 respectively.  On February 24, 2009, the Company terminated the Property Option Agreement.

GQ Property

On June 1, 2006, the Company entered into a Property Option Agreement with Warner Gruenwald to acquire a 100% interest in a property in the Province of British Columbia known as the GQ Property.  We may exercise our option by making cash payments totalling CDN $100,000 and incurring net expenditures of CDN $110,000 by June 1, 2010.  The Company made the $10,000 and $20,000 payment on June 1, 2007 and 2008 respectively and also met its obligations with respect to the minimum exploration expenditures for 2007 and 2008.  In 2009 the Company incurred $45,877 in exploration expenditures; however, was in default of the $30,000 cash payment due June 1, 2009.  On April 23, 2010, the Company terminated the Property Option Agreement.

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Mammoth Property

On July 15, 2009, the Company entered into a Property Option Agreement with Peak Geological Inc, (“optioner”), giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the Mammoth property located in Prince George, BC.  The property, known as the Mammoth Property, consists of 102 mineral tenure claims and covers approximately 47,000 hectares.  In addition, the Company is subject to a 2% net smelter return royalty to the optioner upon production.

The Company may exercise the option by making a cash payment of $60,000 upon signing the Agreement, plus additional cash payments of $40,000, and incurring net expenditures on the property of at least CDN$ 1,000,000 by April 1, 2013.  Minimum payments due under the Property Option Agreement are summarized as follows:

Date	Cash Payments	Expenditures
	CDN	CDN
July 15, 2009	$60,000	-
On or before April 01, 2010	$10,000	$200,000
On or before April 01, 2011	$10,000	$200,000
On or before April 01, 2012	$10,000	$200,000
On or before April 01, 2013	$10,000	$400,000

The Company paid the initial CDN $60,000 upon signing the agreement and has incurred $70,000 in exploration expenses by December 31, 2010.  At June 29, 2011 the Company had a shortfall in property expenditures of $330,000 and cash expenditures of $20,000 and is currently in default.  The Company is at risk of losing its interest in the property by not making the indicated option payments and incurring the exploration expenditures, when demanded. Subsequent to year end, the Company did not fulfill its commitments under the option agreement. However, the optioner, a related party subsequent to year end, agreed not to revoke the option agreement at this time.

No commercially viable mineral deposit may exist on our mineral claims.  Our plan of operations is to carry out geological analysis of these claims in order to ascertain whether they possess deposits of gold or silver.  We can provide no assurance to investors that our mineral claims contain a commercially viable mineral deposit until appropriate exploratory work is done and an evaluation based on that work concludes further work programs are justified.  At this time, we definitely have no known reserves on our mineral claims.

For the years ended December 31, 2010, 2009, 2008, 2007 and 2006, we did not generate any revenue.

Our principal offices are located at 11215 Jasper Avenue, Suite 505, Edmonton, Alberta T5K 0L5; our telephone number is (780) 498-2907. We do not yet maintain an Internet address.

4.B. BUSINESS OVERVIEW

We are an exploration stage Company incorporated under the Canada Business Corporations Act in British Columbia, Canada on August 8, 2003 under the name “American Goldrush Corporation”.  On August 20, 2009 at an Annual General Meeting of the Shareholders of the Corporation, a majority of the Company’s shareholders granted the Board of Directors the authority to amend the Company’s Articles of Incorporation in connection with a name change of the Company to one of the following: Goldrush Metals Corp., Rush Exploration Corp., Rush Metals Corp., or such other name as may be approved by the Board of Directors and Corporations Canada.  On August 31, 2009 the Board of Directors approved a name change of the Company to Rush Metals Corp.  Our registered office, head office and principal place of business located at 11215 Jasper Avenue, Suite 505, Edmonton, Alberta T5K 0L5.  Our telephone number is (780) 498-2907.

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We are a natural resource exploration stage Company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource properties. We may seek relationships with other mineral exploration and development companies that will allow us to exploit idle and/or undeveloped resources.

MATERIAL EFFECTS OF GOVERNMENT REGULATIONS

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, state and local agencies.  We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws.  While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out exploration program.

Failure to comply with these rules and regulations can result in substantial penalties.  Our cost of doing business may be affected by the regulatory burden on the mineral industry. We believe that compliance with the laws will not adversely affect our business operations.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact on future mineral exploration operations.  Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the cost of which could harm our results of operations.  We cannot be sure that our proposed business operations will not violate environmental laws in the future.

ANTICIPATED CHANGES TO FACILITIES AND EMPLOYEES

Management of the Company anticipates no changes to either facilities or employees in the near future.

SEASONALITY, DEPENDENCY UPON PATENTS, LICENSES, CONTRACTS, PROCESSES, SOURCES AND AVAILIBILTY OF RAW MATERIALS

Certain of the Company’s properties are in remote locations and subject to significant temperature variations and changes in working conditions.  It is not possible to actively explore the Company’s property in British Columbia throughout the year because seasonal changes in the weather.  If exploration is pursued at the wrong time of year, the Company may incur additional costs to address issues relating to the weather.

If we commence drilling, shortages or an increase in cost of drilling rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial condition and results of operations.  Drilling activity in the geographic areas in which we conduct drilling activities may increase, which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel and the services and products of other vendors to the industry. Increased drilling activity in these areas may also decrease the availability of rigs.  We do not have any contracts with providers of drilling rigs and, consequently we may not be able to obtain drilling rigs when we need them.  Therefore, our drilling and other costs may increase further and necessary equipment and services may not be available to us at economical prices.

COMPETITION

The mineral exploration industry is intensely competitive, highly fragmented and subject to rapid change.  We may be unable to compete successfully with our existing competitors or with any new competitors.  We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do.  This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

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4.C. ORGANIZATIONAL STRUCTURE

The Company is not part of a group and has no subsidiaries.

4.D. PROPERTY, PLANT AND EQUIPMENT

CORPORATE OFFICES

We do not own any real property.  We currently occupy our corporate headquarters on a month to month basis at 11215 Jasper Avenue, Suite 505, Edmonton, Alberta T5K 0L5.  We believe that our rented properties are adequate for our current and immediately foreseeable operating needs.  We do not have any policies regarding investments in real estate, securities or other forms of property.

A detailed description of the Company’s exploration properties with additional information for the properties of major significance to the Company is outlined below:

SOUTH VULTURE PROPERTY

Termination of Property Option Agreement

After further review and consideration of all findings and relevant information regarding the South Vulture Property, the Company chose to terminate the Property Option Agreement by giving Mr. Fred Brost notice of our election to terminate on February 24, 2009.  The Company does not maintain any further rights, interests, or obligations in the property.

GQ PROPERTY

Termination of Property Option Agreement

After further review and consideration of all findings and relevant information regarding the GQ Property, the Company chose to terminate the Property Option Agreement by giving Mr. Warner Gruenwald notice of our election to terminate on April 23, 2010.  The Company does not maintain any further rights, interests, or obligations in the property.

MAMMOTH PROPERTY

Acquisition of Interest

On July 15, 2009, the Company entered into a Property Option Agreement with Peak Geological Inc, (“Optioner”), giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the Mammoth property located in Prince George, BC.  The property, known as the Mammoth Property, consists of 102 mineral tenure claims and covers approximately 47,000 hectares.  In addition, the Company is subject to a 2% net smelter return royalty to the optioner upon production.

The Company paid the initial CDN $60,000 upon signing the agreement and has incurred $70,000 in exploration expenses by December 31, 2010.  At June 29, 2011 the Company had a shortfall in property expenditures of $330,000 and cash expenditures of $20,000 and is currently in default.  The Company is at risk of losing its interest in the property by not making the indicated option payments and incurring the exploration expenditures, when demanded. Subsequent to year end, the Company did not fulfill its commitments under the option agreement. However, the optioner, a related party subsequent to year end, agreed not to revoke the option agreement at this time.

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Location

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The Mammoth Property covers a large area northwest of Prince George, British Columbia, Canada. The property overlies favourable bedrock geology within the Quesnel Trough, a 1000 km long, north-northwesterly trending belt of rocks hosting many copper ± gold ± molybdenum porphyry and copper ± gold skarn deposits, including several past and presently producing mines. The belt has been described as one of the most prospective geological areas in Canada.  Access to the property is via a system of logging roads extending from provincial highways 27, 16 and 97, connecting the nearby communities of Prince George to the southeast (population 77,000), Vanderhoof to the southwest (population 4800) and Fort St. James to the west (population 1976). Prince George is serviced regularly by commercial rail and aircraft.

Claim Status

The Mammoth Property consists of 102 mineral tenure claims with the Province of British Columbia, legally registered to Peak Geological Inc., covering approximately 47,000 hectares in the Caribou Mining Division.  The mining claims give the holder the right to surface rights necessary for the prospecting and exploration for minerals.

Previous Work

New discoveries in the Lac La Hache, Kwanika-Mount Milligan and North Kemess areas, and new deeper mineralization at Afton and Mount Polley mines, continue to support interest in the Quesnel Trough. Exploration and discovery within the Prince George portion of the belt, however, has historically been almost non-existent, inhibited by a thick cover of unconsolidated Quaternary gravels and related sediments.

The Mammoth property overlies a variety of bedrock geological units. Based on very limited outcrops exposures, float and rare drill holes, combined with interpretation of regional geophysical information (primarily aeromagnetic data) bedrock mappers from various organizations have extended the known bedrock units from thin drift covered areas into thick drift areas.

Mineral exploration within these thick overburden areas has been almost completely absent because conventional exploration methods were considered inadequate and extraction of any subsequently discovered ores deemed expensive due to costs of removal of waste materials. New technology, methodology and improved metal prices, together with the new geoscientific focus on this area, have advanced the economic mineral potential of the area significantly.

The existing gravity map is contoured from very sparse ground data, but formed the basis for positioning the Mammoth Property.  Earlier staking by other companies was positioned over magnetic total field anomalies. Some of these claims may relate to younger, Chilcotin volcanic cover rocks, rather than targets with economic potential. This data can be presented in alternate ways to enhance trends and contrasts, as calculated magnetic vertical gradient and shaded relief maps. New gravity The QUEST project (funded by the Province of British Columbia) will collect new geophysical and geochemical data over a large area, including the entire Mammoth property.  This survey data will greatly improve resolution of density contrasts in the area.

Data from these new surveys will provide the first “deeper” geophysical views of the Mammoth property area, offering ability to measure conductivity and density contrasts in bedrock below the overburden. The gravity patterns will be delineated with much greater resolution by the new survey. In combination with the existing regional aeromagnetic data, they will support reinterpretation of regional bedrock geology, and may locate specific anomalies associated with mineral deposits, such as those associated with Mount Milligan, Mount Polley and many other porphyry deposits throughout the Quesnel Trough.

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In late 2009 the Company acquired the services of Rob Shives from Gam-X Inc. and Warner Gruenwald from Geoquest Consulting Ltd. to assess and conducted a small grass roots exploration program.  The program consisted of geophysical interpretation, targeting, grid design for mobile metal ion (MMI) sampling, 186 MMI samples collected and analyzed, as well as 189 meters of open hole RC drilling and 73 meters of cased RC drilling completed to test the thickness of the overburden.  MMI samples were sent to SGS Minerals for analysis and drill samples were sent to Assayers Canada for analysis.  The results were inclusive.  Further exploration is warranted.

Planned Work by the Company for 2011

We anticipate that we will incur through the end of our next fiscal year in connection with our current exploration plan for 2011:

·   $330,000 in connection with exploration expenditures and $20,000 for property option payments for the Mammoth Property;

As of June 29, 2011, the Company does not have the necessary funding to participate in its exploration plan for 2011. If funding was to be obtained, the Company would move forward with an exploration budget based on the results and recommendations of the pending assessment report.

ITEM 4A.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the fiscal years ended December 31, 2010, 2009, 2008, 2007, and 2006 should be read in conjunction with the financial statements of the Company and the notes thereto.

Certain statements contained in the foregoing MD&A and elsewhere in this 20-F constitute forward-looking statements.  Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which 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.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the financial statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth in section 3.D. above.

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OVERALL PERFORMANCE

The following table sets forth the audited statement of operations data for Rush Metals Corp. for the fiscal years indicated:

Table No. 3

	2010			2009			2008			2007			2006
Revenue	$Nil			$Nil			$Nil			$Nil			$Nil
Expenses	$	28,373		$	253,756		$	54,979		$	351,943		$	1,945,540
Loss from operations	$	(28,373	)	$	(253,316	)	$	(54,979	)	$	(351,943	)	$	(1,945,540	)
Net loss and Other Comprehensive Loss	$	(28,791	)	$	(268,316	)	$	(23,415	)	$	(346,255	)	$	(1,946,089	)
Net loss per share:
Basic and diluted	$	0.00		$	0.01		$	0.00		$	0.01		$	0.05
Weighted average number of  common shares outstanding		40,071,454			41,823,509			41,613,920			41,613,920			40,997,133

Results of Operations of Fiscal 2010 vs. Fiscal 2009

We are a natural resource exploration Company in the exploration stage with an objective of acquiring, exploring, and, if warranted and feasible, developing natural resource properties.  Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we participate in the natural resource industry through the optioning of natural resource exploration and development projects.

Revenue - Cost of Revenue

We did not earn any revenues during the years ended December 31, 2010 or 2009.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

General and Administrative Expenses

The net loss in 2010 was $28,791 compared to $268,316 in 2009.  The decrease in the loss of $239,525 in 2010 compared to 2009 is primarily related to the decrease of mineral property acquisition and exploration expenditures. In 2010, the mineral property acquisition and exploration expenditures were $Nil compared to $176,895 in 2009. In addition, there was no share-based or stock-based compensation recognized in 2010, whereas in 2009, $42,167 was recognized.  General and administrative expenses decreased to $4,291 in 2010 from $6,193 in 2009.  Professional fees also decreased in 2010 to $24,004 from $28,112.  All decreases relate to the minimal activity of the Company’s operations.

Results of Operations of Fiscal 2009 vs. Fiscal 2008

We are a natural resource exploration Company in the exploration stage with an objective of acquiring, exploring, and, if warranted and feasible, developing natural resource properties.  Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we participate in the natural resource industry through the optioning of natural resource exploration and development projects.

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Revenue - Cost of Revenue

We did not earn any revenues during the years ended December 31, 2009 or 2008.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

General and Administrative Expenses

The net loss in 2009 was $268,316 compared to $23,415 in 2008.  The increase in the loss of $244,901 in 2009 compared to 2008 is primarily related to the increase of mineral property acquisition and exploration expenditures.  In 2009, there was an increase of $176,895 in mineral property acquisition and exploration expenditures compared to a recovery of $130,685 in 2008.  The recovery in 2008 was a result of an option payment received on its Margarita property of $183,640.  No receipt of options was received in 2009.  The 2009 mineral property and acquisition expenditures increase is mainly due to the property option’s cash payment and exploration expenditures of $130,000 for the Mammoth property as well as $46,895 in exploration expenditures for the GQ property.  Another factor leading to the increase in loss is the reduction of general and administrative expenses to $6,193 in 2009 from $12,802.  In addition, director’s fees decreased to $Nil in 2009 from $6,128 in 2008.  The increase in expenses was also offset by a reduction in share-based and stock-based compensation of $42,167 in 2009 from $125,012 in 2008.

5.B.  Liquidity and Capital Resources

Liquidity

The funding of our operations since inception has come from the following sources.  On October 30, 2003, we closed a private placement with six investors for the sale of 9,500,000 units, which generated gross proceeds to us of CDN $95,000. On January 28, 2004, we closed a private placement with thirty-eight Canadian investors for the sale of 57,350 Common shares, for total gross proceeds of CDN $5,735. Between March and August 2005 we received a total of $71,139 in proceeds from three separate bridge loans from three minority shareholders.   On June 16, 2006 we completed a sale of units of the Company for total proceeds of CDN $550,000 and during 2006 we received CDN $56,250 from the exercise of 225,000 stock options.

On October 9, 2009 we received $50,000 CDN in proceeds from the exercise of warrants.

On October 22, 2009 we received $50,000 CDN in proceeds from the exercise of warrants.

We are a natural resource exploration Company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties.  Our primary focus in the natural resource sector is gold.

We have members on our Board of Directors who have complimentary experience in the natural resource industry. However, exploration activities of properties without any proven reserves require a considerable amount of time and money, and the subsequent return on investment for our shareholders would be very long term indeed.  Should we make a finding of minerals on any of our properties we would consider our alternatives to such finding, including the possibility of selling any findings to a major mining company. By selling its findings to another mining company, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the company to continue operations.

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During 2010 and 2009 our operations were funded from the proceeds of warrant exercises on October 9, 2009 for CDN $50,000 and on October 22, 2009 for CDN $50,000, as well as the assignment of the Margarita Property to Patriot Gold Corp. on January 29, 2008 for CDN $201,600 (USD $200,000).  We do not have sufficient cash to fund our minimum obligations for the next twelve months.  We expect to continue to finance operations through the sale of equity.  However, there is no guarantee that we will be successful in arranging financing on acceptable terms.

During 2010 cash used in operating activities was $26,170 compared to cash used in operating activities of $226,613 in 2009, an change of $200,443.  We had a net loss of $28,791 in 2010 compared to a loss of $268,316 in 2009 primarily due to the decrease of mineral property acquisition and exploration expenditures.  The non-cash effects of share-based and stock-based compensation decreased to $Nil in 2010 from $42,167 in 2009.  In 2010 we had a cash outflow from accounts payable and accrued liabilities of $4,007 compared to a cash inflow of $1,350 in 2009.

In 2010, we had a cash inflow of $3,367 from investing activities compared to a cash inflow of $Nil in 2009.  Investing activities in 2010 related to a return in the reclamation deposit for the South Vulture Property.

In 2010, we had a cash inflow of $Nil from financing activities compared to a cash inflow of $100,000 in 2009. These proceeds resulted from cash payments on exercise of 1,000,000 warrants in October 2009.

During 2009 cash used in operating activities was $226,613 compared to cash provided by operating activities of $95,719 in 2008, a change of $322,332.  We had a net loss of $268,316 in 2009 compared to a loss of $23,415 in 2008 primarily due to the increase of mineral property acquisition and and exploration expenditures and no receipt of option payments in 2009.  The non-cash effects of share-based and stock-based compensation decreased to $42,167 in 2009 from $125,012 in 2008.  Also, in 2009 we had a cash inflow from accounts payable and accrued liabilities of $1,350 compared to cash outflow of $8,108 in 2008.

In 2009, we had a cash inflow of $Nil from investing activities, and in 2008, we had $17,894 for investing activities.  Investing activities in 2008 related to the return in the reclamation deposits on the Margarita and South Vulture Properties.

We had cash and cash equivalents of $18,856 as of December 31, 2010.  We anticipate that we will incur through the end of our next fiscal year:

·   $330,000 in connection with exploration expenditures and $20,000 for property option payments for the Mammoth Property;

·   $35,000 for operating expenses, including working capital and general, administrative and professional legal and accounting expenses associated with being a reporting issuer under the Securities Exchange Act of 1934.

At December 31, 2010, we had working capital of $597.  The resulting increase in cash commitments related to the Mammoth Property will not allow us to fund a minimum level of operations for the next twelve months without additional funding.

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We anticipate that our cash requirements to carry out planned exploration of our property and to cover administrative costs will be approximately $385,000 through December 31, 2011. We shall require additional funding for our minimum obligations under existing property agreements, and to expand our operations.  We anticipate that such funding will be in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration programs, should we decide to proceed.  We believe that debt financing will not be an alternative for funding any further phases in our exploration program.  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.

Critical Accounting Estimates

The preparation of the Company's financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

Significant areas requiring the use of management estimates include the variables used in determining stock-based compensation and the fair value of the shares in connection with the gifting of shares, and the loss on the settlement of the bridge loans. These estimates are based on management's best judgment. Factors that could affect these estimates include option term and expected volatility.

Management has made significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees as well as determining the fair market value of the share purchase warrants issued upon the settlement of the bridge loans.  These estimates have an effect on the stock-based compensation and the loss on bridge loan conversion expenses recognized and the contributed surplus and share capital balances on the Company’s Balance Sheet.  The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award since all grants are to non-employees. Because our common stock has not yet traded yet, the expected volatility is based on comparable junior mining companies who granted similar term options.  In addition, determining the fair value of our shares requires management to consider factors that require other than share price since a public quotation of our shares is not available.  These estimates involve inherent uncertainties and the application of management judgment. An expected forfeiture rate of nil was used in the recognition of the compensation and loss expenses for those options and warrants not yet vested at December 31, 2010.

Management has estimated the fair value of the shares in connection with the gifting of the shares based on the estimated fair value of net assets at the date of the shares being transferred.

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

      --- Not applicable ---

5.D.  Trends.

      --- No Disclosure Necessary ---

5.E.  Off-Balance Sheet Arrangements.

We do not have any off balance sheet arrangements as of December 31, 2010 and December 31, 2009 or of the date of this report.

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5.F.  Contractual Obligations.

We have the following contractual obligations at December 31, 2010 as expressed in CDN dollars:

Contractual Obligations	Total		Payments Due By Period
			Less than 1 Year		1 – 3 Years		3 – 5 Years		More than 5 years
Property payments	$	40,000	$	20,000	$	20,000		-		-
Property expenditures	$	930,000	$	330,000	$	600,000		-		-
	$	970,000	$	350,000	$	620,000		-		-

At December 31, 2010, the Company also had $1,629 in trade accounts payable.  The balance is unsecured.

Recent Accounting Pronouncements Applicable to US

Recently issued United States accounting pronouncements have been outlined below.

ASU No. 2010-06

In January, 2010, the FASB issued ASU No. 2010-06 on codification, Fair value Measurements and Disclosures (Topic 820-10), improving disclosures about fair value measurements.  This update provides amendments to Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Level 1, 2, and 3.  The standard adds new disclosure and clarifies existing disclosure requirements.  The new standard requires disclosures of the fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual disclosure required at year-end.  The provisions of the new standard are effective for the interim periods ending after June 15, 2009.  The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

ASU No. 2010-09

In February, 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements.  The amendments removed the requirement for an SEC filer to disclose a date in both issued and revised financial statements.  Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP.  Additionally, the Board has clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued.  Those amendments remove potential conflicts with the SEC’s literature.  All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors.  That adoption of ASU 2010-09 has been reflected in the Company’s financial statements.

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ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A.  Directors and Senior Management

Table No. 4

Directors and Senior Management

June 29, 2011

Name	Position	Age	Date of First Election Or Appointment
Paul Noland(1)	Director, Chairman, President, Chief Executive and Operating Officer and Secretary	63	September 13, 2008
Keith Diakiw	Chairman, President, Chief Executive and Operating Officer and Secretary	38	February 12, 2011
Keith Diakiw	Director	38	September 9, 2008
Robert Coale	Director	71	September 12, 2008
Paul Uppal(2)	Director	58	June 30, 2009
Pol Brisset(3)	Director	35	June 30, 2009
Ron Daems	Director	43	February 11, 2011

(1)   Mr. Noland resigned as Director, Chairman, President, Chief Executive and Operating Officer and Secretary effective February 12, 2011.

(2)   Mr. Uppal resigned as Director effective September 7, 2010

(3)   Mr. Brisset resigned as Director effective September 3, 2010

The business address of our Officer and Directors is c/o American Goldrush Corporation, Suite 505 – 11215 Jasper Avenue, Edmonton, Alberta T5K 0L5.

Our Directors hold office until the next annual meeting of our shareholders or until their successors are duly elected and qualified.  Set forth below is a summary description of the principal occupation and business experience of each of our directors and executive officers for at least the last five years.

Paul D. Noland, age 63, was a Director and our Chairman, President, Chief Executive and Operating Officer and Secretary from September, 2008 through February 12, 2011.  Mr. Noland graduated from Lamar University with a B.S. in Geology in 1971, and has over 35 years experience as a professional geologist, primarily in the western US.   He has held senior positions at Inspiration, Noranda, Independence Mining, Placer Dome and Barrick.  His most recent corporate position was with Barrick at the Cortez, Nevada Mines, where he was involved with both the Pipeline and newly discovered Cortez Hills deposits.

 Mr. Noland has interspersed corporate positions with extended periods as a consultant, primarily focused on exploration and property evaluation.  Through his long and successful career in mining, Mr. Noland has been involved in several mineral discoveries.  His experience has spanned grass-roots exploration and evaluation of prospects to development and enhancement of multi-million ounce gold deposits. Though the majority of Mr. Noland’s expertise lies in precious metals deposits, he has also been involved with exploration and discovery of copper, molybdenum and tungsten.

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Keith Diakiw, age 38, has served as a Director of the Company since September, 2008 and was elected as Chairman, Chief Executive and Operating Officer, President and Secretary on February 12, 2011.  Mr. Diakiw is a professional geologist who has field experience in Canada and Brazil.  Mr. Diakiw is currently working as a Production Geologist for Canadian Natural Resources Ltd. in Fort McMurray, Alberta, Canada.  From 2005 to 2006 he was employed by Wellsite Masters Ltd. as a Well Site Geologist for an oil sands exploration drilling.  From 2003 to 2004, he worked as a Field Engineer for Schlumberger’s Measurements While Drilling division in Brazil on offshore platforms, while in 2003; he was employed by EnCana Corporation as a Contract Geologist and successfully completed his NW Alberta shallow gas play project.  Prior to 2003, Mr. Diakiw was attending the University of Alberta where he successfully earned a Bachelor of Science with Specialization (Geology) in 2003 and a Bachelor of Arts (anthropology/archaeology) in 2002.  In 2001, Mr. Diakiw joined the Canadian Navy and became an Officer by the summer of 2005.  As a naval officer, he continues to serve Canada and is currently the Public Affairs Officer for his naval reserve unit.  Furthermore, Lieutenant (Navy) Keith Diakiw was recently selected as an Aide-de-Camp for the new Lieutenant Governor of Alberta, a volunteer position until 2015.  Lastly, Mr. Diakiw began his university career at the University of Lethbridge and successfully earned a Bachelor of Science (Physical Geography) in 1996 and was U of L’s first Arts & Science CO-OP degree graduate.  Mr. Diakiw is a member of several professional organizations including the Association of Professional Engineers, Geologists, and Geophysicists of Alberta (APEGGA), the Canadian Institute of Mining, Metallurgy, and Petroleum (CIM), the Canadian Society of Petroleum Geologists (CSPG) and the Alberta Palaeontological Society (APS).

Robert Coale, age 71, has been a Director of Rush Metals Corp. since September 2008.  Currently Mr. Coale is the President and Director of Patriot Gold Corporation as well as Director of Giant Oil and Gas Inc.; both of which are publicly traded exploration companies.  He is also technical advisor to Premium Exploration, Inc. and a past Director of American Goldfields Inc. and Franciso Gold Corporation.  He is a Professional Engineer with two engineering degrees (1963 - MetE. - Colorado School of Mines, 1971 - MSc. - University of the Witwatersrand in South Africa) and an MBA from the University of Minnesota (1982) and has over 45 years of resource related business and management experience.   Mr. Coale is currently an independent consulting engineer specializing in mineral processing and natural gas fueling systems including development of projects for converting low-grade or stranded natural gas sources into liquefied natural gas.

Paul Uppal, age 58, served as a Director of the Company from June 2009 through September 7, 2010.  Mr. Uppal has been an entrepreneur since 1971.  He started in the family sawmill business, Goldwood Industries, and then branched off into the pub business for 16 years.  Subsequently, he became a licensed realtor and builder of residential real estate, which transgressed into the hotel industry as an owner/operator.   He recently built a 230 seat resto/lounge which he currently operates with his two sons.  Mr. Uppal has served as a Director/Chairman of the North Fraser Port Authority and also a Director/CEO of Power Oil & Gas Inc., a publicly traded natural gas exploration company. 

Pol Brisset, age 35 served as a Director of the Company since June 2009 through September 3, 2010.  Mr. Brisset worked as a finance & marketing professional for international corporations such as Molson-Coors and Heineken. His knowledge and experience in strategy development, business operations and team dynamics are of specific importance to Strata. Mr. Brisset is fluent in both English and French. He holds an MBA degree from the University of Calgary, and also a business degree from the University of Quebec at Montreal.

Ron Daems, age 43, brings extensive financial and resource industry experience to Rush Metals Corp.  In the span of his career, he has focused primarily on business development, strategic planning and financial analysis, while serving as project manager for numerous capital ventures.  From 2000 through 2003, Mr. Daems founded and became the CEO of Emerging Business Solutions Inc., a privately held business development company focused primarily on assisting startup companies in the resource sector to develop their land acquisition strategies and their operational and administrative systems.  Mr. Daems is currently the President and Director of Strata Oil & Gas Inc., a Director of Power Oil & Gas Inc., and Giant Oil & Gas Inc.

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We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

There are no family relationships between any two or more Directors or Senior Management.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B.  Compensation

Cash Compensation

Our Officer or Directors have not received or earned any compensation or bonus for services rendered in the 2010 or 2009.

We do not maintain key-man life insurance for our Executive Officer or Directors.

Table No. 5

Outstanding Equity Awards as at December 31, 2010

Name	Number of Options Granted	Exercise Price per Option	Grant Date	Expiration Date	Mkt. Value of Securities Underlying Options on Date of Grant	Number of Securities Underlying Unexercised Options, Exercisable	Number of Securities Underlying Unexercised Options, Unexercisable	Grant Date Fair Value of Stock Options(1)
Paul Noland Robert Coale(2) Keith Diakiw Paul Uppal Pol Brisset Ron Daems	Nil 25,000 Nil Nil Nil Nil	- $0.25 - - - -	- 11/1/05 - - - -	- 11/28/15 - - - -	- $0.10 - - - -	- 25,000 - - - -	- - - - - -	- $1,775 - - - -

(1) The figures in this column represent the grant date fair value of stock option grants as determined using the Black-Scholes model. For more information regarding the assumptions used to value stock option grants, please refer to note 7(b) of the Company’s audited financial statements for the fiscal year ended December 31, 2010 filed with this Form 20-F.

(2) Mr. Coale was granted 100,000 options November 1, 2005.  50,000 options vested immediately and 50,000 vested November 1, 2006.  On July 1, 2006 75,000 options were canceled. Mr. Coale was appointed to the Board of Directors on September 12, 2008.

(3)  On September 07, 2010, Mr. Uppal resigned as Director of the Company.

(4)  On September 03, 2010, Mr. Brisset resigned as Director of the Company.

No stock options were granted to our Officer or Directors in 2010 or 2009.  No Officer or Director has ever exercised stock options granted to them by the Company.

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Change of Control Remuneration.

The Company had no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2010 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

6.C.  Board Practices

6.C.1.  Terms of Office.

Refer to ITEM 6.A.1.

6.C.2.  Directors’ Service Contracts.

There are no Directors with service contracts.

6.C.3.  Board of Director Committees.

The Audit Committee oversees the accounting and financial reporting processes of the Company and all audits and external reviews of the financial statements of the Company on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of the Company. The Committee reviews, on a continuous basis, any reports prepared by the Company's external auditors relating to the Company's accounting policies and procedures, as well as internal control procedures and systems. The Committee is also responsible for examining all financial information, including annual financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery of the same. The Audit Committee also oversees the annual audit process, the Company's internal accounting controls, any complaints and concerns regarding accounting, internal controls or auditing matters and the resolution of issues identified by the Company's external auditors. The Audit Committee recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders and the compensation of the auditors. The Audit Committee meets on an as needed basis.

There are no current audit committee members and our Board of Directors has determined that it does not have a member of the audit committee that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-K.  See Item 16A below.

6.D.  Employees

We have no employees at this time. We utilize outside contractors where possible, and rely on the industry expertise of management and our Board of Directors. These contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material. No member of our management team is presently employed by us.  We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months, unless the growth of our business demands it.

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6.E.  Share Ownership

Table No. 6 lists, as of June 29, 2011 Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common shares and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.

Table No. 6

Shareholdings of Directors and Senior Management

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(2)
Common	Paul Uppal	-	*
Common	Pol Brisset	-	*
Common	Keith Diakiw	-	*
Common	Robert Coale	-	*
Common	Ron Daems (1)	14,000,000	52.6%
Common	Total Directors / Senior Management	14,000,000	52.6%

* Represents less than 1%.

(1)   14,000,000 of the shares owned by Mr. Daems are subject to our option to purchase all or any portion of these shares at a purchase price of CDN $0.01 per share.

(2)          Based on 26,613,920 shares outstanding as of June 29, 2011.

Stock Options.

The terms of options grantable by the Company are done at the discretion of the Option Committee of the Board of Directors, including the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto.  The Company adopted a formal written stock option plan (the "Plan") on June 24, 2005.

Such “terms and conditions”, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.

The principal purposes of the Company’s stock option program are to (a) promote a proprietary interest in the Company among the officers, directors, employees and consultants of the Company, (b) retain and attract the qualified officers, directors, employees and consultants the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.

The Plan provides that stock options may be granted to service providers for the Company.  The term “service providers” means (a) any full or part-time employee or Officer, or insider of the Company; (b) any other person employed by a company or individual providing management services to the Company; (c) any other person or company engaged to provide ongoing consulting services for the Company (any person in (a), (b), or (c) hereinafter referred to as an “Eligible Person”); and (e) any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, children and/or grandchildren of such Eligible Person.   Subject to the foregoing, the Board of Directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.

The Plan shall be administered by the Board of Directors of the Company or a committee established by the Board of Directors for that purpose.  Subject to approval of the granting of options by the Board of Directors or Committee, as applicable, the Company shall grant options under the Plan.

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The Plan provides that the aggregate number of shares of the Company, which may be issued and sold under the Plan, will not exceed 5,000,000.  The Company shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Company’s shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Company shall determine to be necessary or advisable.  If any shares cannot be issued to any optionee for whatever reason, the obligation of the Company to issue such shares shall terminate and any option exercise price paid to the Company shall be returned to the optionee.

If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan.  The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a)           options will be non-assignable and non-transferable;

(b)           options may be exercisable for a maximum of ten years from grant date;

(c) options to acquire no more than 5% of the issued shares of the Company under the Plan together with any other options for services may be granted to any one individual in any 12-month period;

(d)           options to acquire no more than 10% of the issued shares of the Company may be granted to anyinsiders in any 12-month period;

(e) the issuance of shares to insiders of the Company may not exceed 10% of the issued and outstanding shares within a one year period

(f) the issuance of shares to an insider of the Company and his or her associates under the Plan and all other compensation arrangements, within a one year period, may not exceed 5% of the issued and outstanding shares.

(g) unless otherwise determined by the Option Committee, all vested options expire 30 days following the date of resignation or termination of the option holder;

(h) in the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for a period of one year following the option holder’s death, with the consent of the board of directors.

The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate.  Stock options granted to directors, senior officers, employees or consultants will vest over a three-year period unless otherwise determined by the Board on a case by case basis.

The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the market price of the Company’s common shares as of the date of the grant of the stock option (the “Award Date”).  The market price of the Company’s common shares for a particular Award Date will typically be the closing trading price of the Company’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan.  Where there is no such closing price or trade on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of the Company on any stock exchange on which the shares are listed or dealing network on which the shares of the Company trade.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder.

The names and titles of the Directors/Executive Officer of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 5 as of December 31, 2010.

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ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.  Major Shareholders.

7.A.1.a.  Holdings By Major Shareholders.

The table below indicates as of June 29, 2011 the share ownership of any persons or entity that is the beneficial owner of more than 5% of our outstanding common stock.

Major Shareholders	Number of Shares	Beneficial Ownership (%)
Joseph Abbinante	1,750,000	6.6%
Mary Coombes	2,000,000	7.5%
Ron Daems	14,000,000	52.6%
Igman Consulting	1,606,960	6.0%
Kelly McEwan	1,900,000	7.1%

7.A.1.b.  Significant Changes in Major Shareholders’ Holdings.

On January 23, 2006, 15,000,000 shares of the common stock of the Company held by Ronald C. Blomkamp were gifted by Mr. Blomkamp to Scott Praill, pursuant to an assignment, dated January 23, 2006, among Mr. Blomkamp, Mr. Praill, and the Company.  No consideration was paid by Mr. Praill for the gifting of such shares. Such assignment was made subsequent to Mr. Blomkamp resigning as President and terminating his relationship with the Company.

On September 12, 2008, 16,000,000 shares of the common stock of the Company held by Scott Praill were gifted by Mr. Praill to Robert Coale, pursuant to an assignment, dated September 12, 2008, among, Mr. Praill, Mr. Coale and the Company.  No consideration was paid by Mr. Coale for the gifting of such shares. Such assignment was made subsequent to Mr. Praill resigning as Director and terminating his relationship with the Company.

On September 12, 2008, 14,000,000 shares of the common stock of the Company held by Scott Praill were gifted by Mr. Praill to Paul D. Noland, pursuant to an assignment, dated September 12, 2008, among, Mr. Praill, Mr. Noland and the Company.  No consideration was paid by Mr. Noland for the gifting of such shares. Such assignment was made subsequent to Mr. Praill resigning as Director and terminating his relationship with the Company.

On June 30, 2009, 16,000,000 shares of the common stock of the Company held by Robert Coale were gifted by Mr. Coale to Paul Uppal, pursuant to an assignment, dated June 30, 2009, among, Mr. Coale, Mr. Uppal and the Company.  No consideration was paid by Mr. Uppal for the gifting of such shares.

On November 03, 2010, 16,000,000 shares of the common stock of the Company held by Paul Uppal were cancelled subsequent to Mr. Uppal resigning as Director and terminating his relationship with the Company.

In November 2010 Joseph Abbinante was identified as a major shareholder with a beneficial ownership of the common stock of the company of 6.6%.

In November 2010 Mary Coombes was identified as a major shareholder with a beneficial ownership of the common stock of the company of 7.5%.

In November 2010 Igman Consulting was identified as a major shareholder with a beneficial ownership of the common stock of the company of 6.0%.

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In November 2010 Kelly McEwan was identified as a major shareholder with a beneficial ownership of the common stock of the company of 7.1%.

On February 11, 2011, 14,000,000 shares of the common stock of the Company held by Paul Noland were gifted by Mr. Noland to Ron Daems pursuant to an assignment among Mr. Noland, Mr. Daems and the Company.  No consideration was paid by Mr. Daems for the gifting of such shares.  Such assignment was made subsequent to Mr. Noland resigning as President and terminating his relationship with the Company.

7.A.1.c.  Different Voting Rights.

The Company’s major shareholders do not have different voting rights.

7.A.2.  Canadian Share Ownership.

As of the record date of June 29, 2011, the Company’s shareholders’ list showed 26,613,920 common shares outstanding and 56 shareholders.  The Company’s shares are listed on a public exchange but have not yet traded.  Of the 26,613,920 common shares outstanding, there were 23,163,920 registered shares held by individuals with Canadian addresses, equivalent to 87.0% of the total and outstanding common shares of the Company.

7.A.4.  Change of Control of Company Arrangements.

There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.

7.B.  Related Party Transactions

On June 30, 2009, 16,000,000 shares of the common stock of the Company held by Robert Coale were gifted by Mr. Coale to Paul Uppal, pursuant to an assignment, dated June 30, 2009, among, Mr. Coale, Mr. Uppal and the Company.  No consideration was paid by Mr. Uppal for the gifting of such shares.

On November 3, 2010, 16,000,000 shares of the common stock of the Company held by Paul Uppal were surrendered by Mr. Uppal as a gift, for cancellation, pursuant to a Share Surrender Certificate effective November 3, 2010.  No consideration was paid by the Company for the gifting of such shares. Such assignment was made subsequent to Mr. Uppal resigning as Director and terminating his relationship with the Company.

On February 11, 2011, 14,000,000 shares of the common stock of the Company held by Paul Noland were gifted by Mr. Noland to Ron Daems, pursuant to an assignment, among, Mr. Noland, Mr. Daems and the Company.  No consideration was paid by Mr. Daems for the gifting of such shares.  Such assignment was made subsequent to Mr. Noland resigning as President and terminating his relationship with the Company.

The common shares beneficially owned by Ron Daems are subject to our right, exercisable at any time, to purchase any or all of these shares from Mr. Daems and at a purchase price of CDN$0.01 per share.  We have this right until we, in our sole discretion, decide to terminate the agreement.

36

On July 15, 2009, the Company entered into a Property Option Agreement with Peak Geological Inc, giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the Mammoth property located in Prince George, BC.  The Company paid the initial CDN $60,000 upon signing the agreement and has incurred $70,000 in exploration expenses by December 31, 2010.  At June 29, 2011 the Company had a shortfall in property expenditures of $330,000 and cash expenditures of $20,000 and is currently in default.  The Company is at risk of losing its interest in the property by not making the indicated option payments and incurring the exploration expenditures, when demanded.  However, the optioner, a related party subsequent to year end, agreed not to revoke the option agreement at this time.

Shareholder Loans

There are no loans to shareholders.

Amounts Owing to Senior Management/Directors

At December 31, 2010 and 2009 no amounts were owed to senior management or Directors.  There have been no transactions since inception, or proposed transactions, which have materially affected or will materially affect the Company in which any Director, Executive Officer, or beneficial holder of more than 5% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  Management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.

7.C.  Interests of Experts and Counsel

--- Not applicable ---

ITEM 8.  FINANCIAL INFORMATION

8.A.  Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM 18 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of BDO Canada LLP are included herein immediately preceding the financial statements.

Audited Financial Statements:

Fiscal years ended December 31, 2010, 2009 and 2008

8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

37

8.A.8.  Policy on dividend distributions

The Company has never declared or paid a dividend to its shareholders.  The Company does not have any policy on dividend distributions.

8.B.  Significant Changes

On July 15, 2009, the Company entered into a Property Option Agreement with Peak Geological Inc, giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the Mammoth property located in Prince George, BC.  The property, known as the Mammoth Property, consists of 102 mineral tenure claims and covers approximately 47,000 hectares.  In addition, the Company is subject to a 2% net smelter return royalty to the optioner upon production.  The Company may exercise the option by making a cash payment of $60,000 upon signing the Agreement, plus additional cash payments of $40,000, and incurring net expenditures on the property of at least CDN$ 1,000,000 by April 1, 2013.  The Company paid the initial CDN $60,000 upon signing the agreement and has incurred $70,000 in exploration expenses by December 31, 2010.  At June 29, 2011 the Company had a shortfall in property expenditures of $330,000 and cash expenditures of $20,000 and is currently in default.  The Company is at risk of losing its interest in the property by not making the indicated option payments and incurring the exploration expenditures, when demanded.

On August 20, 2009 at an Annual General Meeting of the Shareholders of the Corporation, a majority of the Company’s shareholders granted the Board of Directors the authority to amend the Company’s Articles of Incorporation in connection with a name change of the Company to one of the following: Goldrush Metals Corp., Rush Exploration Corp., Rush Metals Corp., or such other name as may be approved by the Board of Directors and Corporations Canada.

On August 31, 2009 the Board of Directors approved a name change of the Company to Rush Metals Corp.

On May 13, 2010, pursuant to new letter agreements with certain warrant holders, the warrant vesting dates was further extended from April 30, 2010 to April 30, 2011 with respect to the Class B Warrants and from October 30, 2010 to October 30, 2011 with respect to the Class C Warrants.  In addition, the warrant expiration date has been extended from October 30, 2010 to October 30, 2012 with respect to the Class A Warrants, from October 30, 2011 to October 30, 2013 with respect to the Class B Warrants and from October 30, 2012 to October 30, 2014 with respect to the Class C Warrants.

On May 12, 2011, pursuant to new letter agreements with certain warrant holders, the warrant vesting date was extended from January 27, 2011 to January 27, 2013 with respect to the Class A Warrants and from January 27, 2012 to January 27, 2014 with respect to the Class B Warrants.

ITEM 9.  THE OFFER AND LISTING

9.C.  Markets

Admission to Quotation on the OTC Markets

In April 2008 we applied to the NASD to have our common stock be quoted on the OTC Bulletin Board and as of October 2008 we have received approval for our shares to trade on the OTC Bulletin Board under the symbol AGRUF:OTC:BB.  In October 2009 our trading symbol was changed to RSMTF:OTC:BB to reflect the name change from American Goldrush Corp. to Rush Metals Corp.

The OTC Bulletin Board differs from national and regional stock exchanges in that it:

(1) is not situated in a single location but operates through communication of bids, offers andconfirmations between broker-dealers, and

(2) securities admitted to quotation are offered by one or more Broker-dealers rather than the"specialist" common to stock exchanges.

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To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing.

In 2010, the new “OTC Markets” quotation tiers began replacing the former OTCBB.  The OTC Markets launched the OTCQB marketplace to help investors easily identify SEC reporting companies and regulated banks that are current with their disclosure obligations.  Issuers on the OTCQB must be fully reporting and current in their reporting obligations with the SEC.  Although, the entire Over the Counter is regulated by the SEC and FINRA, the OTC Markets and the OTCBB are both now privately owned and merely serve as quotation mediums.  The OTC Markets is more user friendly, factually up-to-date and accurate than the website for the OTCBB.  Over the Counter quotes can be found at www.otcmarkets.com and the companies trading on the OTCQB have the exact same standards as the OTCBB.  Effective March 26, 2010, through the progressive changes of the OTC Markets platform, the Company’s stock is now quoted on the OTC:QB.

ITEM 10.  ADDITIONAL INFORMATION

10.A.  Share Capital

--- Not applicable ---

10.B.  Memorandum and Articles of Association

The Company’s Articles of Incorporation were filed with the Director under the Canada Business Corporations Act on August 12, 2003. The Company, having a primary place of business in the Province of British Columbia, was also issued a Certificate of Registration as an extra-provincial company under the Company Act, British Columbia on November 7, 2003.  Pursuant to Section 4 of the Statement on Registration Extra-provincial Company filed on November 7, 2003, the Company’s objects and purposes was described as “mineral exploration and development”.  In September 2008 the Company filed a Form 42 Notice of Ceasing to Carry on Business in British Columbia and filed with Industry Canada to change its jurisdiction and primary place of business to Alberta. On August 20, 2009 at an Annual General Meeting of the Shareholders of the Corporation, a majority of the Company’s shareholders granted the Board of Directors the authority to amend the Company’s Articles of Incorporation in connection with a name change of the Company to one of the following: Goldrush Metals Corp., Rush Exploration Corp., Rush Metals Corp., or such other name as may be approved by the Board of Directors and Corporations Canada.  On August 31, 2009, the Board of Directors approved a name change of the Company to Rush Metals Corp.

The Directors of the Company are empowered under Schedule C to the Articles of Incorporation to (1) borrow money upon the credit of the Company; (2) issue, reissue, sell or pledge the debt obligations of the Company; (3) give a guarantee on behalf of the Company to secure performance of an obligation of any person; and (4) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any of the currently owned or subsequently acquired property and assets of the Company, including, without limitation, real and personal property, movable and immovable property, tangible and intangible assets, book debts, right, powers, franchises and undertakings, to secure any obligation of the Company.  The Company’s Articles of Incorporation and By-Laws do not place any restrictions on the voting powers of interested directors.  With respect to the Directors of the Company, section 3 of the By-Laws of the Company provides that, as long as an interested director has complied with the applicable provisions of the Canada Business Corporations Act, any director shall not be disqualified by his office from contracting with the Company, nor shall any contract or arrangement entered into by or on behalf of the Company with any director or in which any director is in any way interested be liable to be voided, nor shall any director so contracting or interested be liable to account to the Company for any profit realized from such contract or arrangement by reason of that director or officer holding that office or of the fiduciary relationship thereby established provided that such officer or director shall have complied with the provisions of the Canada Business Corporations Act

39

The holders of the Company’s Common shares are entitled to receive notice of, and attend and vote at all, meetings of shareholders.   Currently, there are no specific rights, preferences and restrictions attaching to each of the Company’s preferred shares.  The Company may issue preferred shares in one or more series and, pursuant to Schedule A to the Company’s Articles of Incorporation, the directors may, by majority resolution, alter the Articles of Incorporation to create, define and attach rights and restrictions to the shares of each series.

Pursuant to section 12 of the Company’s By-Laws, the quorum at meetings of the Company’s shareholders shall be constituted by the presence of two shareholders entitled to vote at any such meeting holding or representing by proxy not less than one-twentieth of the shares entitled to be voted at such meeting.

There are no limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities of the Company imposed by foreign law or by the Articles of Incorporation or any other constituent document of the Company.

10.C.  Material Contracts

Since inception (August 8, 2003), the Company has entered into the material contracts listed below:

11. On February 24, 2009, the Company chose to terminate the Property Option Agreement for the South Vulture Property by giving Mr. Fred Brost notice of our election to terminate.  The Company does not maintain any further rights, interests, or obligations in the property.

12. On July 15, 2009, the Company entered into a Property Option Agreement with Peak Geological Inc, giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the Mammoth property located in Prince George, BC.  The property, known as the Mammoth Property, consists of 102 mineral tenure claims and covers approximately 47,000 hectares.  In addition, the Company is subject to a 2% net smelter return royalty to the optioner upon production.  The Company may exercise the option by making a cash payment of $60,000 upon signing the Agreement, plus additional cash payments of $40,000, and incurring net expenditures on the property of at least CDN$ 1,000,000 by April 1, 2013.  The Company paid the initial CDN $60,000 upon signing the agreement and has incurred $70,000 in exploration expenses by December 31, 2009.  At June 29, 2011, the Company had a shortfall in property expenditures of $330,000 and cash expenditures of $20,000 and is currently in default.  The Company is at risk of losing its interest in the property by not making the indicated option payments and incurring the exploration expenditures, when demanded.

13. On April 23, 2010 the Company chose to terminate the Property Option Agreement for the GQ Property by giving Mr. Warner Gruenwald notice of our election to terminate.  The Company does not maintain any further rights, interests, or obligations in the property.

10.D.  Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or, subject to the following sentence, which affect the remittance of dividends or other payments to nonresident holders of our common shares. However, any such remittance to a resident of the United States is generally subject to non-resident tax pursuant to Article X of the 1980 Canada-United States Income Tax Convention. See “Material Income Tax Considerations” above for additional discussion on tax matters.

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There are currently no limitations of general application imposed by Canadian federal or provincial laws on the rights of non-residents of Canada to hold or vote our common shares. There are also no such limitations imposed by the articles of incorporation with respect to our common shares. There are, however, certain requirements on the acquisition of control of our securities by non-residents of Canada. The Investment Canada Act requires notification to and, in certain cases, advance review and approval by, the Government of Canada, of the acquisition by a “non-Canadian” of “control” of a “Canadian business”, all as defined in the Investment Canada Act. Generally speaking, in order for an acquisition to be subject to advance review and approval, the asset value of the Canadian business being acquired must meet or exceed certain monetary thresholds.

10.E.  Taxation

Canadian Federal Income Tax Considerations

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of the Company (a "U.S. Holder") who deals at arm's length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the "Act") and the Canada – United States Income Tax Convention (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Company was owned by (or was under option of or subject to an interest of) the U.S. holder, persons with whom the U.S. holder did not deal at arm's length, or the U.S holder, together with such persons and (ii) the value of the common shares of the Company at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.

A U.S. Holder who is subject to Canadian income tax in respect of a capital gain realized on a disposition of a common share must include one-half of the capital gain (taxable capital gain) in computing the Holder's taxable income earned in Canada.  The Holder may, subject to certain limitations, deduct one-half of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect of taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

United States Taxation

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or loss on the sale of the Company's common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares.  The gain or loss will be a capital gain or capital loss if the Company's common shares are a capital asset in U.S. Taxpayer's hands.

41

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Company's common shares.  A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability.  A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company's common shares.

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255.  In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return.  Other filing requirements may apply and United States Investors should consult their own tax advisors concerning these requirements.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company.  A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year.  The Company believes that it may be a passive foreign investment company for the taxable year ended December 31, 2010.  Individual investors should consult with there own tax advisors regarding the tax implications in their own situation.

10.F.  Dividends and Paying Agents

--- Not applicable ---

10.G.  Statement by Experts

--- Not applicable ---

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY EXCHANGE RATE SENSITIVITY

The Company's operating expenses and liabilities are primarily incurred in Canadian dollars.

To the extent the Company engages in transactions in US dollars, the results of the Company’s operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Company are reported in Canadian dollars in the Company’s financial statements. The fluctuation of the US dollar in relation to the Canadian dollar will consequently have an impact upon the operations of the Company and may also affect the value of the Company’s assets and the amount of shareholders’ equity.

The Company’s functional currency is the Canadian dollar and its expenses are predominantly incurred in Canadian dollars. The Company incurs a relatively small portion of its expenses in U.S. dollars.

The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

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INTEREST RATE SENSITIVITY

The Company currently has no significant long-term or short-term debt requiring interest payments. Thus, the Company has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.

The Company's interest earning investments are primarily short-term, or can be held to maturity, and thus, any reductions in carrying values due to future interest rate declines are believed to be immaterial. However, as the Company has a significant cash or near-cash position, which is invested in such instruments, reductions in interest rates will reduce the interest income from these investments.

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities

The Company has no debt outstanding.

12.B. Warrants and Rights

We have warrants outstanding to purchase an aggregate of 31,163,140 common shares.  The following table lists the warrants outstanding at December 31, 2010.  Each warrant is exchangeable for one common share.  The warrants are non-transferable and provide for a cashless exercise option.

Class	Number Outstanding	Number Vested	Exercise Price	Expiry Date	New Expiry Date (1)
A	8,500,000	8,500,000	$0.10	Oct 30, 2010	Oct 30, 2012
B	9,500,000	-	$1.46	Oct 30, 2011	Oct 30, 2013
C	9,500,000	-	$1.52	Oct 30, 2012	Oct 30, 2014
A	731,570	731,570	$0.25	Jan 27, 2011	Jan 27, 2013
B	731,570	731,570	$0.50	Jan 27, 2012	Jan 27, 2014
A	1,100,000	1,100,000	$1.00	Jun 16, 2011	Jun 16, 2011
B	1,100,000	1,100,000	$1.50	Jun 16, 2012	Jun 16, 2012
	31,163,140	12,163,140

(1)   On May 13, 2010 vesting dates and expiration dates for some classes of warrants were extended. See 8(b).

We have the right, in our sole and absolute discretion, to (i) accelerate the exercise date of the warrants to a date which is prior to the date the warrants can be exercised and /or (ii) reduce the exercise price. If we exercise our right to do so, we shall provide notice thereof to the warrant holder.

12.C. Other Securities

--- Not applicable ---

12.D. American Depository Shares

--- Not applicable ---

43

PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no defaults, dividend arrearages or delinquencies.

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There have been no modifications to securities of any class of the Company.

ITEM 15.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2010, being the date of the Company’s most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, Mr. Keith Diakiw.  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective due to the material weakness noted in the Internal Controls over Financial Reporting below.

Internal Controls over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision of the Company’s Principal Executive Officer, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). The Company’s controls include policies and procedures that:

¨   pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

¨   provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; and

¨   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 annual financial statements or interim financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2010, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2010 due to the following material weakness:

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·   Our Company’s administration is composed of a small number of administrative individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties.  Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

Limitations of Controls and Procedures

The Company’s management, including the Principal Executive Officer and Principal Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, 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, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of 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 unauthorized override of the control. The design of any systems 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. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

Attestation Report of Registered Public Accounting Firm

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

Changes in Internal Controls over Financial Reporting

During the most recently completed fiscal year ended December 31, 2010, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

ITEM 16.  RESERVED

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

   There are no current audit committee members and our Board of Directors has determined that it does not have a member of the audit committee that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-K.  We believe that the Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

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ITEM 16B.  CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company's Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, persons performing similar functions and other officers of the Company. This code of ethics is filed as an exhibit to this Form 20-F.  A copy of the code of ethics can be obtained from the Company by making a request in writing addressed to the Corporate Secretary and mailing such request to 11215 Jasper Avenue, Suite 505, Edmonton, Alberta T5K 0L5.

The code of ethics was adopted on March 6, 2006.

Item 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.

The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy / procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.

Fees, including reimbursements for expenses, for professional services rendered by BDO Canada LLP in 2010 and 2009 were:

Fiscal Year ended December 31	Fiscal year		Fiscal year
Principal Accountant Fees and Services	2010		2009
Audit Fees	$	24,000	$	22,647
Audit related fees	$Nil		$Nil
Tax Fees	$Nil		$Nil
All other fees	$Nil		$Nil
Total	$	24,000	$	22,647

ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

--- Not applicable ---

ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There have been no purchases of the Company's common shares by the Company or affiliated purchasers during the period covered by this report.

46

PART III

ITEM 17.  FINANCIAL STATEMENTS

See Item 18 for a list of our financial statements included elsewhere in this annual report

ITEM 18.  FINANCIAL STATEMENTS

The following statements are filed as part of this annual report, together with the report of the independent registered public accounting firm:

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Loss and Comprehensive Loss

Statements of Cash Flows

Statements of Changes in Stockholders’ Equity

Notes to the Financial Statements

SUBSEQUENT EVENTS

1.    Notes Payable.

On May 9, 2011, the Company entered into a $20,000 Convertible Note Agreement with an unrelated party.  The The loan bears interest at the United States Prime Rate plus 1%.  The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment.

2.    Warrant Extension.

On May 12, 2011 by way of new letter agreements with certain respective Warrantholders, the time of the warrant commencement date were extended from June 16, 2011 to June 16, 2014 with respect to the Class A Warrants; and from June 16, 2012 to June 16, 2015 with respect to the Class B Warrants.

3.    Option Cancellation.

On June 24, 2005, we registered our 2005 Stock Option plan pursuant to which stock options were granted in 2005 of which 50,000 were cancelled on March 21, 2011.  Such common shares underlying stock options are freely tradable upon exercise of such options.

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Rush Metals Corp.

 (An Exploration Stage Company)

Financial Statements

December 31, 2010 and 2009

(Stated in Canadian Dollars)

48

Rush Metals Corp.

 (An Exploration Stage Company)

Financial Statements

December 31, 2010 and 2009

Contents

Report of Independent Registered Public Accounting Firm

Financial Statements

Balance Sheets

Statements of Loss and Comprehensive Loss

Statements of Cash Flows

Statements of Changes in Stockholders’ Equity

Notes to the Financial Statements

49

                                           BDO Canada LLP                                                           220- 19916 64 Ave

Langley, BC, Canada V2Y 1A2

Telephone:  (604) 534-8691

Telefax:  (604) 534-8900

E-mail:  langley@bdo.ca

www.bdo.ca

Report of Independent Registered Public Accounting Firm

To the Shareholders of

Rush Metals Corp.

(An Exploration Stage Company)

We have audited the accompanying financial statements of Rush Metals Corp., which comprises of the balance sheets as at December 31, 2010 and 2009, and the statements of loss and comprehensive loss, statements of changes in stockholders’ equity and statements of cash flows for the years ended December 31, 2010, 2009 and 2008 and the cumulative period from August 8, 2003 (inception) to December 31, 2010, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

50

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Rush Metals Corp. as at December 31, 2010 and 2009 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the financial statements which indicates that the entity has incurred a cumulative loss of $2,818,594 as at the year ended December 31, 2010 and is expected to continue to incur losses in the foreseeable future. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that raise substantial doubt about the entity's ability to continue as a going concern.

/s/ BDO Canada LLP

Chartered Accountants

Langley, Canada

June 29, 2011

51

RUSH METALS CORP.

 (An Exploration Stage Company)

BALANCE SHEETS

(Stated in Canadian Dollars)

December 31	2010			2009
ASSETS
Current
Cash and cash equivalents	$	18,856		$	41,659
Receivables		1,370			6,998
Prepaid expenses		-			1,000
		20,226			49,657
Reclamation deposit (Note 4)		-			3,367
	$	20,226		$	53,024
LIABILITIES
Current
Accounts payable and accrued liabilities	$	19,629		$	23,636
Stockholders’ equity
Share Capital
Authorized:
Unlimited common shares without par value
Unlimited preferred shares without par value
Issued:
26,613,920 (2009 – 42,613,920) common shares (Note 7)		784,442			784,442
Contributed surplus		2,034,749			2,034,749
Deficit accumulated during the exploration stage		(2,818,594	)		(2,789,803	)
		597			29,388
	$	20,226		$	53,024

Nature of Operations and Going Concern (note 1)

Approved on behalf of the Board:

“Keith Diakiw”

__________________________________

Keith Diakiw, President

“Robert Coale”

__________________________________

Robert Coale, Director

The accompanying notes are an integral part of these financial statements

52

RUSH METALS CORP.

(An Exploration Stage Company)

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Stated in Canadian Dollars)

										AUGUST 8, 2003
	YEARS ENDED DECEMBER 31,									(INCEPTION)
										TO
										December 31,
	2010			2009			2008			2010 (cumulative)
Expenses
Mineral property acquisition and
exploration expenditures (recovery) (Note 3)	$	-		$	176,895		$	(130,685	)	$	473,324
Office and sundry		4,291			6,193			12,802			89,319
Rent		-			-			2,449			13,480
Professional fees		24,004			28,112			38,825			298,777
Transfer agent fees		78			389			448			4,753
Directors’ fees (Note 6)		-			-			6,128			20,087
Loss on bridge loan conversion (Note 5)		-			-			-			51,210
Compensation on exchanging of shares between directors (Note 6)		-			42,167			112,130			1,654,297
Stock-based compensation (Note 7)		-			-			12,882			233,542
Total expenses		(28,373	)		(253,756	)		(54,979	)		(2,838,789	)
Interest income		-			85			2,035			12,731
Interest expense		-			-			-			(2,018	)
Foreign exchange gain (loss)		(418	)		(14,645	)		29,529			9,482
Net loss and comprehensive loss for the year	$	(28,791	)	$	(268,316	)	$	(23,415	)	$	(2,818,594	)
Loss per share – basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average shares outstanding		40,071,454			41,823,509			41,613,920

The accompanying notes are an integral part of these financial statements

53

RUSH METALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)

										AUGUST 8, 2003
	YEARS ENDED DECEMBER 31,									(INCEPTION)
										TO
										DECEMBER 31,
	2010			2009			2008			2010 (cumulative)
Cash flows from operating activities
Net loss for the year	$	(28,791	)	$	(268,316	)	$	(23,415	)	$	(2,818,594	)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on bridge loan conversion (Note 5)		-			-			-			51,210
Compensation on exchanging of shares between directors (Note 6)		-			42,167			112,130			1,654,297
Stock-based compensation (Note 7)		-			-			12,882			233,542
Change in receivables		5,628			(1,814	)		2,530			(1,370	)
Change in prepaid expenses		1,000			-			(300	)		-
Change in accounts payable and accrued liabilities		(4,007	)		1,350			(8,108	)		19,629
Interest on bridge loan		-			-			-			2,018
Net cash provided by (used in) operating activities		(26,170	)		(226,613	)		95,719			(859,268	)
Cash flow from investing activity
Reclamation deposit		3,367			-			17,894			-
Cash flows from financing activities
Issuances of common stock and units		-			100,000			-			806,985
Proceeds from bridge loans (Note 5)		-			-			-			71,139
Net cash provided by financing activities		-			100,000			-			878,124
Increase (decrease) in cash and cash equivalents		(22,803	)		(126,613	)		113,613			18,856
Cash and cash equivalents, beginning of year		41,659			168,272			54,659			-
Cash and cash equivalents, end of year	$	18,856		$	41,659		$	168,272		$	18,856

Supplemental information
Interest paid	$	-	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-	$	-
Non-cash investing and financing activities
Conversion of bridge loan principal and interest to equity (Note 5)	$	-	$	-	$	-	$	73,157

The accompanying notes are an integral part of these financial statements

54

RUSH METALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Stated in Canadian Dollars)

						DEFICIT
	COMMON STOCK					ACCUMULATED
	NUMBER OF					DURING THE
	COMMON					EXPLORATION			CONTRIBUTED
	SHARES			AMOUNT		STAGE			SURPLUS		TOTAL
Shares issued to founders on inception		30,000,000		$	-	$	-		$	-	$	-
Private placement, common share issuances for cash at $0.01 per share      in October, 2003 (Note 7)		9,500,000			95,000		-			-		95,000
Net loss for the period		-			-		(14,261	)		-		(14,261	)
Balance, December 31, 2003		39,500,000			95,000		(14,261	)		-		80,739
Private placement, common share   issuances for cash at $0.10 per   share in January, 2004 (Note 7)		57,350			5,735		-			-		5,735
Net loss for the year		-			-		(88,541	)		-		(88,541	)
Balance, December 31, 2004		39,557,350			100,735		(102,802	)		-		(2,067	)
Stock-based compensation (Note 7)		-			-		-			35,075		35,075
Net loss for the year		-			-		(102,926	)		-		(102,926	)
Balance, December 31, 2005		39,557,350			100,735		(205,728	)		35,075		(69,918	)
Conversion of bridge loans to equity   in January 2007 (Note 5)		731,570			73,157		-			51,210		124,367
Private placement, common share   issuances for cash at $0.50 per   share in June, 2006 (Note 7)		1,100,000			454,300		-			95,700		550,000
Issuance of shares upon the exercise   of stock options in February and   June, 2006		225,000			56,250		-			-		56,250
Stock-based compensation (Note 7)		-			-		-			144,478		144,478
Compensation on exchanging of shares between directors (Note 6)		-			-		-			1,500,000		1,500,000
Net loss for the year		-			-		(1,946,089	)		-		(1,946,089	)
Balance, December 31, 2006		41,613,920			684,442		(2,151,817	)		1,826,463		359,088
Stock-based compensation (Note 7)		-			-		-			41,107		41,107
Net loss for the year		-			-		(346,255	)		-		(346,255	)
Balance, December 31, 2007		41,613,920			684,442		(2,498,072	)		1,867,570		53,940
Compensation on exchanging of shares between directors (Note 6)		-			-		-			112,130		112,130
Stock-based compensation (Note 7)		-			-		-			12,882		12,882
Net loss for the year		-			-		(23,415	)		-		(23,415	)
Balance, December 31, 2008		41,613,920			684,442		(2,521,487	)		1,992,582		155,537
Compensation on exchanging of shares between directors (Note 6)		-			-		-			42,167		42,167
Issuance of shares upon the exercise of warrants in October, 2009		1,000,000			100,000		-			-		100,000
Net loss for the year		-			-		(268,316	)		-		(268,316	)
Balance, December 31, 2009		42,613,920		$	784,442	$	(2,789,803	)	$	2,034,749	$	29,388
Share cancellation (Note 6)		(16,000,000	)		-		-			-		-
Net loss for the year		-			-		(28,791	)		-		(28,791	)
Balance, December 31, 2010		26,613,920		$	784,442	$	(2,818,594	)		2,034,749	$	597

The accompanying notes are an integral part of these financial statements

55

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

1.      OPERATIONS

Organization

The Company was incorporated in Canada under the laws of the Canadian Business Corporations Act on August 8, 2003.

Exploration Stage Activities (Note 3)

The Company has been in the exploration stage since its formation and has not yet commenced its planned operations (mineral extraction).  The Company is primarily engaged in the acquisition and exploration of mining properties in North America.  In February, 2004, the Company entered into a Property Option Agreement to acquire an option on a mineral exploration property in British Columbia, Canada (Taylor Claims).  The Property Option Agreement was amended in November, 2004, and on November 23, 2005 the Company chose to terminate the Property Option Agreement.  During 2006, the Company entered into three separate Property Option Agreements to acquire an option on two properties in Arizona (Margarita and South Vulture) and one in British Columbia, Canada (GQ).  On January 29, 2008, the Margarita property was assigned to a third party and on February 24, 2009, the Company chose to terminate the South Vulture Property Option Agreement.. During 2009, the Company entered into a Property Option Agreement to acquire an option to purchase a property in British Columbia, Canada (Mammoth). On April 23, 2010, the Company chose to terminate the GQ Property Option Agreement.

Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  This contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business.

As shown in the accompanying financial statements, the Company has incurred cumulative losses of $2,818,594 for the period from August 8, 2003 (inception) to December 31, 2010 and has no source of revenue.  The future of the Company is dependent upon its ability to obtain financing and upon future acquisition, exploration and development of profitable operations from mineral properties.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We anticipate that we will require up to approximately $385,000 to fund our continued operations for the next twelve months. We expect to continue to finance operations through the sale of equity. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2.      SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in Canada. All figures are reported in Canadian dollars. The significant accounting policies are summarized as follows:

a) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of 90 days or less to be cash equivalents. As at December 31, 2010 and 2009, the Company did not have any cash equivalent balances.

56

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

2.      SIGNIFICANT ACCOUNTING POLICIES - Continued

b)      Mineral Property Payments and Exploration Costs

Exploration costs are expensed as incurred. Development costs are charged to the statement of loss until it has been established that a mineral deposit is commercially mineable and a production decision has been made by the Company to formulate a mining plan and develop a mine, at which point the costs subsequently incurred to develop the mine on the property prior to the start of mining operations are capitalized.

Mineral property acquisition costs are charged to the statement of loss until the viability of the mineral interest is determined. Reductions in the carrying value of a property would be recorded to the extent that the total carrying value of the mineral property exceeds its estimated fair value.

Where the Company has entered into option agreements for the acquisition of an interest in mineral properties which provides for periodic payments, amounts unpaid are not recorded as a liability since they are paid entirely at the Company’s option.

To December 31, 2010, all exploration and option payments have been charged to the statement of loss in accordance with the Company’s accounting policies.

c)      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 the 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.

d)      Foreign Currency Transactions

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

·Monetary items at the rate prevailing at the balance sheet date;

·Non-monetary items at the historical exchange rate;

·Revenue and expenses at the transaction date exchange rate.

Gains and losses on foreign exchange are included in the Statement of Loss.

e)      Stock-based compensation

The Company grants stock options pursuant to a stock option plan described in Note 7.  Compensation expense is recorded for stock options granted using the fair value method with a corresponding increase in contributed surplus.  The Company estimates the fair value at the date of grant using the Black-Scholes option pricing model.  Any consideration received on exercise of stock options or the purchase of stock, plus the fair value of options or stock, is credited to share capital.

Under the fair value method, stock-based payments to non-employees are measured at the fair value of the equity instrument issued.  The fair value of stock-based payments to non-employees is periodically re-measured until the earlier of:  completion of the services provided; a firm commitment to complete the services; or the vesting date and any change therein is recognized over the service period.

57

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

2.      SIGNIFICANT ACCOUNTING POLICIES - Continued

f)      Loss Per Share

The basic loss per share is calculated by dividing income available to common stockholders by the weighted average aggregate number of common shares outstanding during each period. The Company follows the “Treasury Stock Method” in calculating the diluted loss per common share.  Under this method, any proceeds from the exercise of options and warrants are assumed to be used to purchase common shares at the average market price during the period.  Common equivalent shares (consisting of shares issuable on the exercise of common stock options and warrants) totaling 31,238,140, 31,238,140, and 32,663,140 in 2010, 2009 and 2008 respectively were not included in the computation of loss per share because the effect was anti-dilutive.

g)      Income Taxes

Future income taxes relate to the expected future tax consequences of differences between the carrying amount of balance sheet items and their corresponding tax values.  Future tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the net future income tax assets will be realized.  Future income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment or substantive enactment.

h)      Comprehensive Income (Loss)

This standard requires the presentation of a statement of comprehensive income and its components.  Comprehensive income (loss) includes both net earnings (loss) and other comprehensive income (loss).  Other comprehensive income (loss) includes holding gains and losses on available for sale investments, gains and losses on certain derivative financial instruments and foreign currency gains and losses relating to self-sustaining foreign operations, all of which are not included in the calculation of net earnings (loss) until realized.

i)      Financial Instruments – Recognition and Measurement

The Company has classified its financial instruments as follows:

·   Cash and cash equivalents as held for trading which is measured at fair value initially and in subsequent periods;

·   Accounts payable and accrued liabilities are classified as other liabilities.  They are initially measured at fair value.  Subsequent valuations are recorded at amortized cost using the effective interest rate method.

In order to measure changes in fair value, the fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels and adjustments to fair value must be based on one of the following measures:

·   Level one – Quoted market prices in active markets for identical assets or liabilities;

·   Level two – Inputs other than level one inputs that are either directly or indirectly observable, and;

·   Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

58

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

2.      SIGNIFICANT ACCOUNTING POLICIES - Continued

i)      Financial Instruments – Recognition and Measurement - continued

The book values of cash and cash equivalents, receivables, and accounts payable and accrued liabilities approximate their respective fair value due to the short-term nature of these instruments. As a result, no changes in fair value of financial instruments have been recorded in the Statement of Loss.

j)      Financial Instruments – Disclosure and Presentation

The Company adopted the CICA guidelines of Section 3862, Financial Instruments – Disclosures, and Section 3863, Financial Instruments – Presentation.  These standards replace CICA 3861, Financial Instruments – Disclosure and Presentation.

These standards increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity’s financial position and performance, including disclosures about fair value.  In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk, and market risk.  The quantitative disclosures must provide information about the extent to which the company is exposed to such risk, based on information provided internally to the entity’s key management personnel.

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability.  The Company’s common shares are classified as equity instruments.

Financial Instrument Risk Exposure and Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks.  The Board of Directors approves and monitors the risk management process.  The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The types of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

The Company is primarily exposed to credit risk on its bank accounts.  Credit risk exposure is limited through maintaining its cash with high-credit quality financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due.  The Company manages liquidity by maintaining its cash and cash equivalent balances available to meet its anticipated operational needs.  At December 31, 2010, the Company had a cash and cash equivalent balance of $18,856 (2009 – $41,659) and current liabilities of $19,629 (2009 – $23,636).  The Company believes that these sources will not be sufficient to cover the expected short- term cash requirements. However, we anticipate that we will require up to approximately $385,000 to fund our continued operations for the next twelve months. We expect to continue to finance operations through the sale of equity.

59

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

2.      SIGNIFICANT ACCOUNTING POLICIES - Continued

 j)      Financial Instruments – Disclosure and Presentation - continued

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates.  As of the year end, the Company was not exposed to interest rate risk since all cash equivalents bearing interest were liquidated during the year.

Foreign Currency Risk

Financial assets and liabilities denominated in currencies other than the Canadian dollar are as follows:

	Financial				Financial
	Assets				Liabilities
	2010		2009		2010		2009
U.S. dollar	$	4,482	$	5,530	$	1,012	$	3,784

k)      Hedging

The Company currently does not hold any financial instruments designated for hedge accounting.

l)      Capital Disclosure

The Company was formed for the purpose of acquiring exploration and development stage natural resource properties.  The management determines the Company’s capital structure and makes adjustments to it based on funds available to the Company, in order to support the acquisition, exploration and development of mineral properties.  The management has not established quantitative return on capital criteria for capital management.

The Company has acquired interests in various properties (Note 3) and has not yet generated any revenue.  Accordingly the Company will be dependent in the future upon external financing to fund future acquisition and exploration programs and its administrative costs.  The Company will spend existing working capital and raise additional amounts as needed.  The Company will continue to assess new properties and to seek to acquire an interest in additional properties if management feels there is sufficient geologic or economic potential and provided it has adequate financial resources to do so.

The management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Company considers the items included in shareholders’ equity as capital.  The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.  In order to maintain or adjust the capital structure, the Company may issue new shares through private placements, sell assets to reduce debt or return capital to shareholders.  The Company is not subject to externally imposed capital requirements.

60

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

2.      SIGNIFICANT ACCOUNTING POLICIES - Continued

m)      Recently Released Canadian Accounting Standards

International Financial Reporting Standards (“IFRS”)

The Canadian Accounting Standards Board (“AcSB”) has confirmed that Canadian publicly accountable entities will be required to prepare their financial statements in accordance with IFRS for fiscal years beginning on or after January 1, 2011. As a result, IFRS will be adopted by the Company on January 1, 2011 and its first set of IFRS compliant financial statements will be for the year ended December 31, 2011, with comparative information presented on an IFRS basis. The Company is currently assessing the impact the adoption of IFRS will have on its financial statements.

61

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

3.      MINERAL PROPERTY INTERESTS

In accordance with the Company’s accounting policy, all mineral acquisition and exploration expenditures were expensed as incurred. The following table lists the cumulative mineral property acquisition and exploration expenditures incurred on the Company’s properties to December 31, 2010.

	Margarita		South Vulture		GQ		Mammoth		Other		Total
Balance at December 31, 2005	$	-	$	-	$		$	-	$	11,947		11,947
2006 Expenditures
Property acquisition and option payments		70,966		8,735		-		-		-		79,701
Geological and geophysical		23,332		16,173		10,341		-		-		49,846
Assaying and analysis		1,135		483		2,282		-		-		3,900
Camp and field supplies		171		205		452		-		-		828
Travel and accommodation		6,407		265		205		-		-		6,877
Consulting		20,927		1,395		-		-		-		22,322
Total 2006 expenditures		122,938		27,256		13,280		-		-		163,474
Balance at December 31, 2006		122,938		27,256		13,280		-		11,947		175,421

2007 Expenditures
Property acquisition and option payments	89,255	5,870	10,615	-	-	105,740
Geological and geophysical	53,833	7,475	23,359	-	-	84,667
Assaying and analysis	-	9,868	6,756	-	-	16,624
Camp and field supplies	627	1,987	1,890	-	-	4,504
Travel and accommodation	2,885	2,997	2,444	-	-	8,326
Consulting	26,177	5,655	-	-	-	31,832
Total 2007 expenditures	172,777	33,852	45,064	-	-	251,693
Balance at December 31, 2007	295,715	61,108	58,344	-	11,947	427,114

2008 Expenditures
Property acquisition and option payments		(183,640	)		5,735		20,591			-		-		(157,314	)
Geological and geophysical		4,444			-		10,798			-		-		15,243
Assaying and analysis		-			-		(2,844	)		-		-		(2,844	)
Camp and field supplies		320			284		165			-		-		768
Travel and accommodation		137			-		662			-		-		799
Consulting		2,511			10,152		-			-		-		12,663
Total 2008 expenditures		(176,228	)		16,171		29,372			-		-		(130,685	)
Balance at December 31, 2008	$	119,487		$	77,279	$	87,716		$	-	$	11,947	$	296,429

3.      MINERAL PROPERTY INTERESTS - Continued

	Margarita		South Vulture		GQ		Mammoth		Other		Total
Balance at December 31, 2008	$	119,487	$	77,279	$	87,716	$	-	$	11,947	$	296,429
2009 Expenditures
Property acquisition and option payments		-		-		-		60,000		-		60,000
Geological and geophysical		-		-		13,806		34,742		-		48,548
Assaying and analysis		-		-		1,984		4,148		-		6,132
Camp and field supplies		-		-		3,170		-		-		3,170
Travel and accommodation		-		-		1,375		795		-		2,170
Consulting		-		-		-		-		-		-
Drilling		-		-		26,560		30,315		-		56,875
Total 2009 expenditures		-		-		46,895		130,000		-		176,895
Balance at December 31, 2009 and 2010	$	119,487	$	77,279	$	134,611	$	130,000	$	11,947	$	473,324

South Vulture Property

On March 24, 2006, the Company entered into a Property Option Agreement giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the South Vulture property located in Maricopa County, Arizona.  The Company could exercise the option by making cash payments and incurring net expenditures on the property as follows:

Date	Cash Payments	Expenditures
	USD	USD
On or before March 24, 2007	$5,000	$10,000
On or before March 24, 2008	$5,000	$20,000
On or before March 24, 2009	$5,000	$40,000
On or before March 24, 2010	$5,000	$50,000

The Company paid the initial CDN $5,850 (USD $5,000) upon executing the agreement as required under the initial Property Option Agreement and made the annual payments of CDN $5,660 (USD $5,000) and CDN $5,870 (USD $5,000) due March 24, 2008 and 2007 respectively. The Company also met its obligation with respect to minimum exploration expenditures for 2008 and 2007.

After further review and consideration of all findings and relevant information regarding the South Vulture Property, the Company chose to terminate the Property Option Agreement by giving Mr. Brost notice of our election to terminate on February 24, 2009.  The Company does not maintain any further rights, interests, or obligations in the property.

62

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

3.     MINERAL PROPERTY INTERESTS - Continued

GQ Property

On June 1, 2006 the Company entered into a Property Option Agreement giving the Company the exclusive right and option to acquire a 100% interest in a property known as the GQ Property located in the Kamloops Mining District in the Province of British Columbia.   The Company could exercise the option by making cash payments and incurring net expenditures as follows:

	Cash Payments	Expenditures
On or before June 1, 2007	$10,000	$10,000
On or before June 1, 2008	$20,000	$20,000
On or before June 1, 2009	$30,000	$30,000
On or before June 1, 2010	$40,000	$50,000

In addition, the Company is subject to a 2% net smelter return royalty to the optionor upon production. The Company, upon the payment of $500,000, has the option (exercisable for 90 days following completion of a bankable feasibility study) to buy up to one-half (50%) of the optionor’s net smelter return interest (1% net smelter return).  The Company made the $20,000 property payments on June 1, 2008 and met its obligations with respect to the minimum exploration expenditures for 2008 and 2009.

After further review and consideration of all findings and relevant information regarding the GQ Property, the Company chose to terminate the Property Option Agreement by giving Mr. Gruenwald notice of our election to terminate on April 23, 2010.  The Company does not maintain any further rights, interests, or obligations in the property.

Margarita Property

On July 14, 2006 the Company entered into a Property Option Agreement giving the Company the exclusive right and option to acquire a 100% interest in a property in Santa Cruz County, Arizona known as the Margarita Property.  The Company paid the initial payment of CDN $39,300 (USD $35,000) upon signing the agreement and may exercise its option by making further cash payments and incurring net expenditures as follows:

Date	Cash Payments	Expenditures
	USD	USD
On or before May 31, 2007	$50,000	$75,000
On or before May 31, 2008	$100,000	$300,000
On or before May 31, 2009	$125,000	$300,000
On or before May 31, 2010	$150,000	-
On or before May 31, 2011	$200,000	-
On or before May 31, 2012	$200,000	-

In addition, the Company was subject to a 2% net smelter return royalty to the optionor upon production. The Company had the option (exercisable for 90 days following completion of a bankable feasibility study) to buy the optionor’s net smelter return interest for CDN $611,375 (USD $500,000) per 1% increment or CDN $1,222,750 (USD $1,000,000) for the entire 2% net smelter return interest.

63

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

3.     MINERAL PROPERTY INTERESTS - Continued

Margarita Property- continued

Also on July 14, 2006 in relation to the Company entering into the Margarita Property Option Agreement, the Company entered into a Finder’s Fee Agreement.  The Company agreed to pay a fee equal to 10% of the Property Option Payments made during the first three years of the Margarita Property Option Agreement.  Upon execution of the Margarita Property Option Agreement the Company paid CDN $3,930 (USD $3,500) under the Finder’s Fee Agreement.

On May 31, 2007 the Company made the property option payment of CDN $54,650 (USD $50,000) and the related finders’ fee payment of CDN $5,465 (USD $5,000) and also met its obligations with respect to the minimum exploration expenditures for 2007.

On January 29, 2008, the Company entered into an Assignment and Assumption Agreement (the “Agreement”) with Patriot Gold Corp. (“Patriot”) to assign the Company’s rights and obligations under the Margarita Property Option Agreement to Patriot.  Pursuant to the Agreement, Patriot assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Margarita Property Option Agreement. Simultaneous with the execution and delivery of the Agreement, Patriot paid the Company CDN $201,600 (USD $200,000) which amount represents the full payment and satisfaction for the assignment to Patriot by the Company.  Included in the assignment to Patriot were, without limitation, all sums incurred by the Company in connection with its exploration of the Margarita Property which includes the refunding of the reclamation bond previously paid by the Company to the Forest Service in Arizona, all expenditure credits incurred by the Company prior to the execution of the Agreement and all property option payments made to the Margarita Property. In addition, as the Company also assigned all of its rights and obligations under the Finders’ Fee Agreement to Patriot, it is no longer required to make further payments.  Subsequent to the execution of the Agreement, the Company did not retain any interest in the Margarita Property.

Mammoth Property

On July 15, 2009, the Company entered into a Property Option Agreement with Peak Geological Inc. (“optioner”) giving the Company the exclusive right and option to acquire a 100% interest in a mineral exploration permit covering the Mammoth property located in Prince George, BC.  In addition, the Company is subject to a 2% net smelter return royalty to the optioner upon production.  The Company paid the initial CDN $60,000 upon signing the agreement and may exercise its option by making further cash payments and incurring net expenditures as follows:

Date	Cash Payments	Expenditures
	CDN	CDN
On or before April 01, 2010	$10,000	$200,000
On or before April 01, 2011	$10,000	$200,000
On or before April 01, 2012	$10,000	$200,000
On or before April 01, 2013	$10,000	$400,000

To December 31, 2010, the Company had made the initial option payment of $60,000 due on signing.  In addition, the Company has incurred approximately $70,000 in exploration expenditures on the property.  At December 31, 2010, the Company had a shortfall in property expenditures of $130,000 and cash expenditures of $10,000.  The Company is at risk of losing its interest in the property by not making the indicated option payments and incurring the exploration expenditures, when demanded.  However, the optioner, whom became a related subsequent to year end, see Note 10, agreed not to revoke the option agreement at this time.

64

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

4.     RECLAMATION DEPOSIT

The Company had been granted exploration permits from the state of Arizona for the South Vulture Property.  As part of the application process, the Company paid a refundable deposit to the State for the estimated reclamation costs associated with the planned exploration programs for the respective properties.  Upon completion of any required reclamation, the Company will receive a refund of the deposit.  As of December 31, 2010, this balance has been refunded by the state of Arizona.

5.    BRIDGE LOANS

During 2005, the Company entered into three bridge loans (the “Loans”) with minority shareholders. All of the Loans bore interest at the Bank of Canada Prime Lending Rate plus 1%.  The Loans were due one year from the date of the Loans but the Company had the option to repay the Loans at any time prior to the due date without penalty.  No security was provided for the Loans.

On January 27, 2006, pursuant to three separate Loan Conversion Agreements the Company and each of the three individual lenders agreed to convert the three bridge loans into units of the Company at a conversion rate of $0.10 per Unit.  Each Unit consists of one common share, one Class A warrant giving the holder the right to

purchase one common share at $0.25, which is exercisable from January 27, 2009 until January 27, 2011, and

one Class B warrant giving the holder the right to purchase one common share at $0.50, which is exercisable from January 27, 2009 until January 27, 2012.  As a result of such loan conversions, the Company has issued a total of 731,570 restricted shares of common stock, 731,570 Class A warrants, and 731,570 Class B warrants representing a grand total of principal and accrued interest at January 27, 2006 of $73,157.

The weighted average fair value on Class A and B warrants at the time of settlement was $51,210 (approximately $0.34 per warrant) which was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

Risk-free interest rate	4.10%
Dividend yield	Nil
Expected volatility	75.8%
Expected life of the warrants (in years)	5.0 to 6.0

Together with the estimated fair value of the common shares of $0.10 per share, the aggregate fair value of the total consideration given on this conversion was $124,367.   As a result, the Company recognized a loss of $51,210 on the Statements of Loss at December 31, 2006. There is no impact in the current year ended December 31, 2010.

6.    RELATED PARTY TRANSACTIONS

Except as noted elsewhere in these financial statements, related party transactions are disclosed as follows:

On January 23, 2006, the Company’s founding President resigned and terminated his relationship with the Company.  On the same day 15,000,000 shares of the common stock of the Company held by the former President were gifted by the former President to the Company’s other founding Director, pursuant to an assignment, dated January 23, 2006, among the former President, the other founding Director and the Company.  No consideration was paid by the Director for the gifting of such shares.  The gifted common shares are subject to the Company’s right, exercisable at any time, to purchase any or all of these shares at a purchase price of $0.01 per share.  The Company has the right until, at its sole discretion, it decides to terminate the agreement.  Due to this transaction having taken place between related parties, it was not undertaken at market value.  As a result, at December 31, 2006 the Company had recognized $1,500,000 in compensation on exchanging of shares between directors in respect of the estimated value of the common shares at the date of the agreement.

65

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

6.    RELATED PARTY TRANSACTIONS- continued

On September 12, 2008, a Director of the Company resigned and terminated his relationship with the Company.  On the same day 14,000,000 shares were gifted by the former Director to the Company’s incoming President, CEO, and Director, pursuant to an assignment agreement, dated September 12, 2008.  No consideration was paid by the incoming President, CEO, and Director for the gifting of such shares.  On the same day 16,000,000 shares of the common stock of the Company held by the former Director were gifted to the Company’s incoming Director, pursuant to an assignment agreement, September 12, 2008.  No consideration was paid by the incoming Director for the gifting of such shares.  The gifted common shares are subject to the Company’s right, exercisable at any time, to purchase any or all of these shares at a purchase price of $0.01 per share.  The Company has the right until, at its sole discretion, it decides to terminate the agreement.

On June 30, 2009, 16,000,000 shares of the common stock of the Company held by a former Director were gifted to an incoming Canadian Director, pursuant to an assignment agreement, among the parties involved and the Company.  No consideration was exchanged for the gifting of such shares.

Due to these above transactions having taken place between related parties, they were not undertaken at market value.  As a result, for the year ended December 31, 2009 the Company had recognized $42,167 (2008 - $112,130), being the fair value of the shares, in compensation on exchanging of shares between Directors in respect of the estimated value of the common shares at the date of the assignment agreement.

On November 3, 2010, 16,000,000 shares of the common stock of the Company held by a former Director were gifted back to the Company, pursuant to the Company bylaws and the Canadian Business Corporations Act. The gifted shares were immediately cancelled by the Company upon receipt and no consideration was exchanged for the gifting of such shares.  Accordingly, no compensation on exchanging of shares between directors was recorded by the Company.

During the year ended December 31, 2010, the Company paid directors fees of $ Nil (2009 - $Nil, 2008 - $6,128).

7.      SHARE CAPITAL

a)      Common Shares

During the period from inception (August 8, 2003) to December 31, 2010, the Company had the following transactions:

On inception date, the Company issued 30 million common shares to the Company’s founders for nil consideration.  The Company holds an irrevocable right to repurchase all or a portion of these shares for a price of $0.01 per share.

In October 2003, the Company issued 9.5 million units at $0.01 per unit.  Each unit consisted of one common share, one Class A warrant exercisable at $0.10 per share until October 30, 2008, one Class B warrant exercisable at $1.46 per share until October 30, 2009 and one Class C warrant exercisable at $1.52 per share until October 30, 2010.  Originally, all of the warrants were to have vested on October 30, 2006.  By way of letter agreements with each individual warrant holder the Company and each respective warrant holder agreed to extend the vesting dates of these warrants.  The warrant vesting provisions were extended from October 30, 2006 to October 30, 2007 with respect to the Class A Warrants, to April 30, 2008 with respect to the Class B Warrants and to October 30, 2008 with respect to the Class C Warrants.  All other terms of the Warrant agreements remained unchanged.

66

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

7.      SHARE CAPITAL- continued

a)      Common Shares - Continued

Pursuant to new letter agreements dated February 28, 2008 with each respective warrant holder, the warrant vesting dates were further extended from April 30, 2008 to April 30, 2009 with respect to the Class B Warrants and from October 30, 2008 to October 30, 2009 with respect to the Class C Warrants.  In addition, the warrant expiration dates were extended from October 30, 2009 to October 30, 2010 with respect to the Class B Warrants and from October 30, 2010 to October 30, 2011 with respect to the Class C Warrants.  The terms of the Class A Warrants were not changed again and all other terms of the warrant agreements remain unchanged.

Pursuant to new letter agreements dated September 30, 2008 with each respective warrant holder, the warrant vesting dates were further extended from April 30, 2009 to April 30, 2010 with respect to the Class B Warrants and from October 30, 2009 to October 30, 2010 with respect to the Class C Warrants.  In addition, the warrant expiration dates were further extended from October 30, 2008 to October 30, 2010 with respect to the Class A Warrants and from October 30, 2010 to October 30, 2011 with respect to the Class B Warrants and from October 30, 2011 to October 30, 2012 with respect to the Class C Warrants.

On May 13, 2010 pursuant to new letter agreements with certain warrant holders, the warrant vesting date was further extended from April 30, 2010 to April 30, 2011 with respect to the Class B Warrants and from October 30, 2010 to October 30, 2011 with respect to the Class C Warrants.  In addition, the warrant expiration date has been extended from October 30, 2010 to October 30, 2012 with respect to the Class A Warrants, from October 30, 2011 to October 30, 2013 with respect to the Class B Warrants and from October 30, 2012 to October 30, 2014 with respect to the Class C Warrants.

On May 13, 2010 pursuant to new letter agreements with certain warrant holders, the warrant expiration date was extended from January 27, 2011 to January 27, 2013 with respect to the Class A Warrants and from January 27, 2012 to January 27, 2014 with respect to the Class B Warrants.

In January 2004, the Company issued 57,350 common shares in a private placement for gross proceeds of $5,735.

In June 2006, the Company issued 1.1 million units at $0.50 per unit for a total offering price of $550,000.  Each unit consisted of one common share, one Class A warrant exercisable at $1.00 per share until June 16, 2011, and one Class B Warrant exercisable at $1.50 per share until June 16, 2012.   All of the warrants vest June 16, 2008.  The Company calculated and allocated the fair values of $40,370 and $55,330 to Class A and Class B warrants respectively using the Black-Scholes option pricing model with the following weighted average assumptions:

Risk-free interest rate	4.26 to 4.29%
Dividend yield	Nil
Expected volatility	95 to 107%
Expected life of the warrants (in years)	5 to 6

In October 2009, 1,000,000 common shares were issued on the exercise of warrants for proceeds of $100,000.

b)      Stock Options

On June 16, 2005, the stockholders of the Company approved the Company’s 2005 stock option plan whereby the Company may grant options to its directors, consultants, and employees for up to 5,000,000 shares of common stock.  The exercise price of each option equals the market price of the Company’s stock on the date of grant.  Options vest over a three-year period, unless otherwise specified by the Board of Directors.  All options have a 10-year term.

67

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

7.      SHARE CAPITAL- continued

b)      Stock Options- continued

No options were granted during 2010 or 2009 while 1,200,000 options were granted to non-employees in 2005.  The Company revalues stock options until their respective vesting dates.  The stock-based compensation expense is amortized over the vesting period.  For the year ended December 31, 2010, the Company has recognized $ Nil (2009 - $Nil, 2008 - $12,882) in stock-based compensation for stock options granted in 2005.

Because the Company’s common stock has not yet traded in a public market, the expected volatility is based on comparable junior mining companies who granted similar term options.  No options were granted in 2010 or 2009 and the weighted average fair value of options granted during 2005 was $0.07 per option.

The following table sets forth a summary of options granted:

	Options Outstanding			Weighted Average Exercise Price
Balance, December 31, 2008		500,000		$	0.25
Options cancelled		(425,000	)	$	0.25
Balance, December 31, 2009 and 2010		75,000		$	0.25

The following table summarizes information concerning outstanding and exercisable common stock options under the 2005 Plan at December 31, 2010:

Exercise Price	Options Outstanding	Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number of Options Exercisable	Weighted Average Exercise Price
$ 0.25	75,000	4.84	$ 0.25	75,000	$ 0.25

Management has estimated the fair value of the common shares was approximately $0.001 per share at December 31, 2010, thus the aggregate intrinsic value of the stock options outstanding and exercisable at December 2010 was $ Nil (2009 - $ Nil, 2008 - $ Nil).

As of December 31, 2010, there was $ Nil (2009 - $ Nil) unrecognized compensation cost related to the outstanding options. None of the Company’s stock options outstanding were unvested as of December 31, 2010, December 31, 2009, or December 31, 2008.

68

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

7.      SHARE CAPITAL – Continued

c) Warrants

	Warrants			Weighted Average Exercise Price
Balance, December 31, 2008		32,163,140		$	1.00
Warrants exercised		(1,000,000	)	$	0.10
Balance, December 31, 2009 and 2010		31,163,140		$	1.04

The following table lists the warrants outstanding at December 31, 2010.  Each warrant is exchangeable for one common share.

Class	Number Outstanding	Number Vested	Exercise Price	Original Expiry Date	New Expiry Date (Note 7(a))
A	8,500,000	8,500,000	$0.10	Oct 30, 2010	Oct 30, 2012
B	9,500,000	-	$1.46	Oct 30, 2011	Oct 30, 2013
C	9,500,000	-	$1.52	Oct 30, 2012	Oct 30, 2014
A	731,570	731,570	$0.25	Jan 27, 2011	Jan 27, 2013
B	731,570	731,570	$0.50	Jan 27, 2012	Jan 27, 2014
A	1,100,000	1,100,000	$1.00	Jun 16, 2011	Jun 16, 2011
B	1,100,000	1,100,000	$1.50	Jun 16, 2012	Jun 16, 2012
	31,163,140	12,163,140

The unvested warrants as noted in the above table vest on the following dates:

i)   Class B, April 30, 2011

ii)   Class C, October 30, 2011.

69

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

8.      INCOME TAXES

The tax effects of temporary differences that give rise to the Company’s future income tax assets are as follows:

	December 31,
		2010	2009
Tax loss carry-forwards	$	126,000	122,000
Exploration expenditures		90,000	90,000
Valuation allowance		(216,000)	(212,000)
Future income tax asset (liability)	$	-	$              -

The provision for income taxes differs from the amount estimated using the Canadian federal and provincial statutory income tax rates as follows:

	December 31,
		2010	2009	2008
Benefit at Canadian statutory rates	$	(8,100)	(80,500)	$    (7,000)
Effect of reduction in rate		900	10,800	1,000
Non-deductible stock option compensation		-	12,700	39,000
Expiry of loss carry forwards		3,000	-	-
Increase (decrease) in valuation allowance		4,200	57,000	(33,000)
	$	-	$                -	$              -

The Company evaluates its valuation allowance requirements based on projected future operations.  When circumstances change and this causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.

The Company has non-capital losses of approximately $500,000 expiring in various amounts from 2014 to 2030.  The Company also has cumulative deferred exploration expenses of approximately $360,000 (2009 – $360,000) to offset future taxable income.

70

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

9.      UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

(a)    The financial statements of the Company have been prepared in accordance with Canadian Generally Accepted Accounting Principles ("Canadian GAAP").   The differences between these principles and United States Generally Accepted Accounting Principles (“US GAAP”) are presented in Note 9(d).

(b)  Recently issued US accounting pronouncements:

ASU No. 2010-06

In January, 2010, the FASB issued ASU No. 2010-06 on codification, Fair value Measurements and Disclosures (Topic 820-10), improving disclosures about fair value measurements.  This update provides amendments to Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Level 1, 2, and 3.  The standard adds new disclosure and clarifies existing disclosure requirements.  The new standard requires disclosures of the fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual disclosure required at year-end.  The provisions of the new standard are effective for the interim periods ending after June 15, 2009.

There is no US GAAP difference as a result of applying ASU No. 2010-06.

ASU No. 2010-09

In February, 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements.The amendments remove the requirement for an SEC filer to disclose a date in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. Additionally, the Board has clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. Those amendments remove potential conflicts with the SEC's literature. All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors.

There is no US GAAP difference as a result of applying ASU No. 2010-06.

(c)   Impact between Canadian GAAP and US GAAP

The impact between Canadian GAAP and US GAAP on the financial statements is as follows:

Warrant extensions

During the year ended December 31, 2008, the Company extended the life of its warrants. Subsequently, during the year ended December 31, 2010, the Company further extended the life of its warrants previously extended (Note 7(c)). Under US GAAP, such an extension results in the total incremental fair value of the extension to be recorded as a dividend. The total incremental fair value of the extension in 2008 was $8,051 while the total incremental fair value of the extension in 2010 was immaterial and accordingly, no dividend was recorded. There was no impact to the Company’s loss per share for either warrant extension. There was no modification of warrant terms during the year ended December 31, 2009.

71

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

9.   UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES – continued

(c)   Impact between Canadian GAAP and US GAAP – Continued

The impact of the warrant extensions on the Company’s financial statements are as follows:

	2010			2009			2008			AUGUST 8, 2003 (inception) to December 31, 2008
Statements of Loss and Comprehensive Loss
Net loss for the year per Canadian and US GAAP	$	(28,791	)	$	(268,316	)	$	(23,415	)	$	(2,818,594	)
Dividends from extension of warrants		-			-			(8,051	)		(8,051	)
Net loss applicable to common shareholders under US GAAP	$	(28,791	)	$	(268,316	)	$	(31,466	)	$	(2,826,645	)
Basic and diluted loss per share: Canadian and US GAAP	$	0.00		$	0.01		$	0.00

The Company calculated the fair value of the warrant extensions using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	2.86 to 3.03%
Dividend yield	Nil
Expected volatility	93%
Expected life of the warrants (in years)	2.08 to 3.67

There is no impact upon the Company’s financial position, results of operations or cash flows as a result of the above GAAP difference. There were no material differences between Canadian GAAP and US GAAP for the years ended December 31, 2009 and 2010.

ASC 740

The Company has evaluated its tax positions for the years ended December 31, 2010, 2009 and 2008 and determined that it has no uncertain tax positions requiring financial statement recognition.

Under ASC 740, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has 50% or less likelihood of being sustained.

We accrue interest and penalties on our uncertain tax positions as a component of our provision for income taxes. There was no amount of interest and penalties accrued during 2010, 2009 or 2008.  We file one income tax return in Canada. Our income tax returns are generally considered closed to examination when we file a notice of determination with the taxing authority. No such notice has been filed to date.

72

RUSH METALS CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(Stated in Canadian Dollars)

10.  SUBSEQUENT EVENTS

i)   On February 11, 2011, a Director of the Company resigned and terminated his relationship with the Company.  On the same day 14,000,000 shares of the common stock of the Company held by the former Director were gifted to an incoming Company Director, pursuant to an assignment agreement dated February 11, 2011.  No consideration was paid by the Director for the gifting of such shares. The incoming Director is also a director of Peak Geological Inc., the optioner in the Mammoth Property Option Agreement. See Note 3.

ii)   On March 21, 2011, 50,000 common stock purchase options were cancelled and returned to the 2005 Stock Option Plan for future issuance.

iii)   On May 9, 2011, the Company entered into a $20,000 Convertible Note Agreement with Risor Energy Exploration Inc. a related party by a common director.  The loan bears interest at the Bank of Canada Prime Rate plus 1%.  The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. The loan may be converted to common shares of the Company at the discretion of the Company or the lender with terms yet to be determined

iv)   On May 12, 2011 by way of new letter agreements with certain respective Warrant holders, the time of the warrant commencement date were extended from June 16, 2011 to June 16, 2014 with respect to the Class A Warrants; and from June 16, 2012 to June 16, 2015 with respect to the Class B Warrants.

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ITEM 19.  EXHIBITS

Exhibit Numbers	Description of Document
1.1(1)	Articles of  Incorporation of  the Company
1.2(1)	Articles of Amendment
1.3(1)	By-Laws  of  the  Company
2.1(1)	Specimen  Common  Stock  Certificate
2.2(1)	Form of Class A Warrant – October 2003
2.3(1)	Form of Class B Warrant – October 2003
2.4(1)	Form of Class C Warrant – October 2003
2.5(2)	Form of Class A Warrant – January 2006
2.6(2)	Form of Class B Warrant – January 2006
2.7(3)	Form of Subscription Agreement – June 2006
2.8(3)	Form of Class A Warrant – June 2006
2.9(3)	Form of Class B Warrant – June 2006
2.10(12)	Form of Warrant Extension letter agreement dated February 28, 2008
4.1(1)	Agreement between the Company and Ronald Blomkamp dated September 30, 2003
4.2(1)	Agreement between the Company and Scott Praill dated September 30, 2003
4.3(1)	Property Option Agreement with Randy Polischuk
4.4(4)	Amendment No. 1 to the Polischuk Property Option Agreement
4.5(5)	Assignment Agreement dated January 23, 2006, among the Company, Scott Praill, and Ronald C. Blomkamp
4.6(6)	Bridge Loan Conversion Agreement dated January 27, 2006 between the Company and Igman Consulting
4.6(6)	Bridge Loan Conversion Agreement dated January 27, 2006 between the Company and Fred Coombes
4.6(6)	Bridge Loan Conversion Agreement dated January 27, 2006 between the Company and Trevor Newton
4.7(7)	Property Option Agreement dated March 24, 2006, between the Company and Fred Brost

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4.8(8)	Property Option Agreement dated as of June 1, 2006, between the Company and Warner Gruenwald
4.9(9)	Property Option Agreement dated as of July 14, 2006, between the Company and James Sorrell
4.10(9)	Finder’s Fee Agreement dated July 14, 2006 between the Company and Fred Brost
4.11(11)	Assignment and Assumption Agreements, dated January 29, 2008, by and between Rush Metals Corp. and Patriot Gold Corp.
11.1(10)	Code of Ethics
12.1*	Certification of Principal Executive and Financial Officer
13.1*	Section 1350 Certification
14.1*	Consent of Independent Registered Public Accounting Firm which appears in this Form 20-F

1. Previously filed with the Company’s registration statement on Form F-1, Registration No. 333-120722, submitted to the SEC on November 22, 2004.

2. Previously filed with the Company’s form 6-K submitted to the SEC on January 27, 2006.

3. Previously filed with the Company’s form 6-K submitted to the SEC on June 16, 2006.

4. Previously filed with the Company’s amendment to the registration statement on Form F-1, Registration No. 333-120722, submitted to the SEC on January 25, 2005.

5. Previously filed with Mr. Praill’s Schedule 13D submitted to the SEC on January 23, 2006.

6. Previously filed with the Company’s form 6-K submitted to the SEC on January 27, 2006.

7. Previously filed with the Company’s form 6-K submitted to the SEC on March 24, 2006.

8. Previously filed with the Company’s form 6-K submitted to the SEC on June 1, 2006.

9. Previously filed with the Company’s form 6-K submitted to the SEC on July 14, 2006.

10. Previously filed with the Company’s form 20-F submitted to the SEC on May 25, 2006.

11. Previously filed with the Company’s form 6-K submitted to the SEC on February 1, 2008.

12. Previously filed with the Company’s form 6-K submitted to the SEC on March 6, 2008.

* Filed herewith.

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Signature Page

Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Rush Metals Corp. SEC File No. 000-51337 Registrant

Dated: June 30, 2011	Signed: /s/  Keith Diakiw
	Keith Diakiw
	Director, Chairman, President,
	Chief Executive and Operating Officer
	and Secretary

Dated: June 30, 2011	Signed: /s/  Robert Coale
	Robert Coale
	Director

Dated: June 30, 2011	Signed: /s/  Ron Daems
	Ron Daems
	Director