U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For Fiscal Year Ended: December 31, 2008

OR

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

For the transition period from _______________ to _______________

Commission file number:  333-142096

Kranti Resources, Inc.
(Exact name of Registrant as specified in its charter)
Nevada	98-0513655
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
6705 Tomken Rd., Suite 211 Mississauga, ON Canada		L5T 2J6
(Address of principal executive offices)		(Postal Code)

Issuer's telephone number:  (905) 670-0663

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

Securities registered under Section 12(g) of the Act:  None

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

Yes [  ]  No [x]

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

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

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

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

Large Accelerated Filer [  ]

Accelerated Filer [  ]

Non-Accelerated Filer [  ]

Smaller reporting company [x]

(Do not check if a smaller reporting company)

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

Yes [x]   No [  ]

As of March 31, 2009, there were 4,387,500 shares of the Registrant's common stock, par value $0.001, issued and outstanding.  Of these, 1,387,500 shares are held by non-affiliates of the Registrant.  The market value of securities held by non-affiliates is $0 as our stock does not presently trade.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.  

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TABLE OF CONTENTS

Item Number and Caption

Page

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FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You should carefully review the risks described in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to the “Company,” “Kranti,” “we,” “us,” or “our” are to Kranti Resources, Inc.

PART I

ITEM 1.

BUSINESS

Business Development

Kranti Resources, Inc. (“Kranti” or the “Company”) was incorporated in the State of Nevada on November 3, 2006. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

Business of Issuer

Exploration Stage Company

Kranti is an exploration stage mining corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. Reserves are that part of a mineral deposit which could be economically and legally extruded or produced at the time of the determination that such reserves exist.  We intend to conduct exploration activities on one property (the “Property”). Record title to the Property upon which we intend to conduct exploration activities is not held in our name. The Property is owned by Beeston Enterprises Ltd., a Nevada Corporation.   Kranti entered into an option agreement to purchase the claims through a four-year work program totaling $175,000 CAD (Canadian Dollars).  We intend to conduct exploration activities on the Bradley Creek mining claim, in the Clinton Mining District, British Columbia, Canada.  The one Property consists of 478 hectares (1,182 acres).  We intend to explore for copper-gold and molybdenite deposits on

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the Property.  Our administrative office is located at 6705 Tomken Rd. Suite 211, Mississauga, Ontario, Canada and our telephone number is (905) 670-0663. Our registered statutory office is located at 2248 Meridian Blvd., Ste H, Minden, NV 89423. Our fiscal year end is December 31.

There is no assurance that a commercially viable mineral deposit exists on the property and further exploration will be required before a final evaluation as to the economic feasibility is determined.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause our plans to change.

Background

On January 18, 2007, subsequently amended on January 16, 2009, the Company executed an Option to Purchase Agreement with Beeston Enterprises Ltd., an unrelated third party that holds title to the Property.  Under the terms of the purchase agreement, we have the right to explore for copper-gold deposit or a molybdenite deposit on 478.495 hectares (1,182 acres). The Property is comprised of one mining claim in Clinton Mining District, British Columbia, Canada.   The terms of the agreement provide that Kranti will pay Beeston Enterprises Ltd. $20,000 USD upon signing, which it has done.  Incurring expenditures of $25,000 CAD (Canadian dollar) on the property on or before the first anniversary date, which it has done, incurring expenditures of $25,000 CAD on the property on or before June 30, 2009, incurring expenditures of $50,000 CAD on the property on or before the third anniversary date and incurring expenditures of $75,000 CAD on the property on or before the fourth anniversary date is also required.  Upon the exercise of the Option, Kranti agrees to pay the following royalties:

(a)

A royalty of Two Percent (2%) of Net Smelter Returns to Candorado Operating Company Ltd. (“Candorado”) a British Columbia corporation, which royalty may be reduced to One Percent (1%) upon payment of Five Hundred Thousand Dollars ($500,000) Canadian Funds to Candorado at any time, and may be paid out in full and terminated upon payment of a further Five Hundred Thousand Dollars ($500,000) Canadian Funds to Candorado at any time; and

(b)

An additional royalty of Two Percent (2%) of Net Smelter Returns to Beeston

Enterprises Ltd. (Optionor), which royalty may be reduced by One Percent (1%) upon payment of One Million Dollars ($1,000,000) Canadian Funds to the Optionor at any time and may be paid out in full and terminated upon the payment of a further One Million Dollars ($1,000,000) Canadian Funds to the Optionor at any time.              

The Company may terminate the Agreement upon giving thirty (30) days notice.   The Property is subject to the rules and regulations of the Ministry of Energy Mines and Petroleum (EMPR).  We will be exploring for mineralized material.  Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.    The Agreement grants us the right to enter the property with our employees, representatives and agents, and to prospect, explore, test, develop, work and mine the Property.  

We will be responsible for payment of any taxes and maintenance fees due to the Mineral Title Office for 2007, and every year thereafter. Pursuant to the Agreement, it is understood and agreed that in the event either party stakes additional claims within one mile of the existing outer boundary of the Bradley Creek claim, those claims will become part of this Agreement.

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We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our officers and directors to fund operations.

The agreement calls for title of the mineral claims to be transferred to Kranti upon making the payments and incurring the expenditures.  Kranti is required to return the claims to Beeston Enterprises Ltd. in the event that it does not fulfill the terms of the Option to Purchase Agreement.  As optionee, Kranti has the right to enter the Property with our employees, representatives and agents, and to prospect, explore, test, develop, work and mine the Property.

The Property is unencumbered and there are no competitive conditions which affect the Property. Further, there is no insurance covering the Property and we believe that no insurance is necessary since the Property is unimproved.

To date we have not performed any work on the Property. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

Claim

The Property consists of one (1) claim. The claim has been legally located and filed with the Mineral Title Office in British Columbia, Canada. The annual recording fee and work fee required if a work program isnot completed on the claim was paid July 25, 2007, to Beeston in the amount of $2,040 CAD which in turn Beeston paid the Minister of Finance.  Kranti  has completed its work program and has filed with the Minister of Finance its work program in order to validate the claim to September 6, 2015.

The following is a list of the claim number, location, and date of recording of our claim:

Tenure No.	Tenure Type, Claim Name, Map Number	Good To Date
540512	Mineral, CD06, 092P	Sept. 6, 2015

In total one mineral claim, representing an area of 478.495 hectares (1,182 acres).

Location and Access

The Bradley Creek mining claim is located approximately 25 kilometres east of Lac La Hache, or approximately 60 kilometres north-east of the Town of 100 Mile House.  The Towns of 100 Mile House and Lac La Hache lie approximately half-way between Vancouver, B.C and Prince George, B.C. on Highway 97.  The area can be reached via the Forest Grove/Canim Lake Road just to the north of 100 Mile House or by a network of logging roads and tracks which extend east of Lac La Hache.  From the Canim Lake Road a logging road branches to the north 7 kilometres to the south of Ruth Lake Park and passes through the claim, and from this road a network of logging roads accesses most of the claim.   The claim is in the Clinton Mining District.

The property terrain is like most of the terrain in the Caribou Regional District, well forested with rolling hills, and elevations ranging from 3,000 ft. in Bradley Creek bordering the west side of the property.

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The climate is generally dry, continental with a warm summer and a cold winter.  Precipitation is 42-62 centimetres/year with up to 30 centimetres occurring as snow.  

History

One showing, the Math showing, is found 7.5 kilometres to the south of the Bradley property.  Another showing, the Tim showing, is found 8 kilometres to the west-north west of the central portion of the property.

The Tim (Tim #1, #2 and #3) copper showings are located north of Timothy Mountain in the Westman Creek Area, approximately 21 kilometres northeast of Lac La Hache.  Three showings, Tim #1, #2 and #3, have been trenched over a northwest-trending zone for a distance of approximately 500 meters on the property.  Anomalous results obtained in stream sediment geochemical surveys by Coranex Ltd. in the area south of Peach Lake in 1966 resulted in the staking of the Tim claims which covered a large area south of Peach Lake, including the as of yet undiscovered Tim showings.  A program of geological, soil geochemical, magnetometer, induced polarization and prospecting surveys were undertaken in 1967 mainly in the area northwest of the Tim showings, however three induced polarization anomalies designated “M”, “N” and “O” were detected.  The anomalies were tested by trenching and a “minor amount of disseminated chalcopyrite and bornite with pyrite was exposed” over what are now termed the Tim #1, #2 and #3 showings.  The property was geologically mapped by Amax Exploration Inc. and subsequently dropped.  The area was re-staked by Stallion Resources Limited in 1979 and soil geochemical sampling, trenching and diamond drilling was undertaken, mainly in areas where the work by Coranex had outlined induced polarization anomalies in 1969.  In 1983, Stallion diamond drilled six short holes totalling 312 metres on the Tim #1 showing.  Diamond drill hole #1 intersected 42.7 metres grading 2.76% Cu, 25.4 g/t Ag and 0.6 g/t Au from surface to 42.7 metres.  None of the other holes showed near as much encouragement.  In 1988, Liberty Gold Corporation optioned the claims and between 1988 and 1990 completed VLF-EM, magnetometer, soil geochemical and induced polarization surveys as well as geological mapping, percussion drilling (736 metres in seven holes) and 1245 metres of diamond drilling in 12 holes.  In 1998, the Tim and Math claims were staked by Mr. Paul Reynolds, who completed a program of geological mapping.

The Math property is located 24 kilometres east-northeast of Lac La Hache and is readily accessible by secondary and logging roads.  This area was first staked by Pickands Mather and Company in 1972, following up anomalous molybdenum values from samples obtained in a lake bottom sediment survey.  In 1973, Pickands Mather completed a program which included geological mapping, 149 kilometres of linecutting, soil sampling (3882 samples),  magnetometer and induced polarization surveying, a mercury vapour survey, test pitting and some diamond drilling (590 metres in 9 holes).  The area was re-staked by Denison Mines Limited in 1980 who completed soil geochemical and biogeochemical surveys.  In 1984, the property was re-staked by Herb Wahl and Associates Limited and a small linecutting (2 kilometres) and geochemical sampling program (19 humus samples, 6 silt samples, 30 till samples and 12 rock samples) was completed.  In 1996, Guardian Enterprises Limited collected 25 rock and 9 soil samples on the property and analyzed them for 30 elements utilizing the inductively coupled plasma and fire assay techniques.

Geology

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The Property is mainly underlain by the granites of the Thuya and Takomkane Batholiths. The early Jurassic Takomkane Batholith which intrudes Upper Triassic Nicola Group volcanic rocks on the south and west is in fault contact with Lower Jurassic volcanic and sedimentary rocks to the east and north.  A syenodiorite phase, a granodiorite phase and a porphyritic biotite granodiorite phase make up the Takomkane Batholith.  These intrusive rocks are again under saturated syenites, monzonites, diorites and gabbros and are commonly porphyritic intruded as dikes, breccias and small stocks.  They are generally believed to be coeval sub-volcanic intrusive expressions of Nicola volcanism.  Previous workers have indicated that a number of faults are located to the west of the claim.  The granites of the Thuya and Takomkane Batholiths host copper-gold deposits such as the Caribou Bell-Mount Polley deposit and Molybdenum deposits such as the Boss Mountain deposit.

GLOSSARY OF MINING TERMS

Anomalous	A departure from the norm which may indicate the presence of mineralization
Breccia	Typically a sedimentary rock composed of angular fragments from a previous rock structure, cemented in a matrix that may be of a similar or a different material
Chalcopyrite	A sulphide mineral of copper and iron; the most important ore mineral in copper
Diamond drill	A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections
Diorite	A grey to dark grey intermediate intrusive igneous rock composed principally of plagioclase feldspar (typically andesine), hornblende, and/or pyroxene
Fault	A fracture dividing a rock into two sections that have visibly moved relative to each other
Gabbro	A dark, coarse-grained, intrusive igneous rock chemically equivalent to basalt
Geological mapping	The process of observing and measuring geological features in a given area and plotting these features, to scale, onto a map
Geophysical survey	A method of exploration that measures the physical properties of rock formations including magnetism, specific gravity, electrical conductivity and resistance
Magnetometer	A scientific instrument used to measure the strength and/or direction of the magnetic field in the vicinity of the instrument
Molybdenum	Molybdenum is a transition metal. The pure metal is silvery white in color, fairly soft, and has one of the highest melting points of all pure elements. In small quantities, molybdenum is effective at hardening steel.
Monzonite	An intermediate igneous intrusive rock composed of approximately equal amounts of sodic to intermediate plagioclase and orthoclase feldspars with minor amounts of hornblende, biotite and other minerals
Pyrite	An iron sulfide that has isometric crystals that usually appears as cubes.  Commonly called Fool’s Gold.
Syenite	A coarse-grained intrusive igneous rock of the same general composition as granite but with the quartz either absent or present in relatively small amounts
Trenching	The digging of long, narrow excavation through soil, or rock, to expose mineralization
Volcanic Rock	Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano

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Supplies

Supplies and manpower are readily available for exploration of the Property.   

Other

Other than our Option to Purchase Agreement on the Property, we own no plants or other property.  Kranti has the right to conduct exploration activity in accordance with the rules and regulations of the regulatory authorities.

Our Exploration Program

The trenching program started and terminated in October 2007, after which reclamation of the trenches was initiated. All samples have been sent to ACME Analytical Laboratories Ltd., of Vancouver BC Canada. The Directors have received the final report and assay results.

We do not claim to have any minerals or reserves whatsoever at this time on any property.

The cost of our work program was provided by Mr. Rick Henderson, of Hendex Exploration Services Ltd (“Hendex”). He estimated the cost of supervision, trenching, grid mapping, metal detecting, sample analysis, assays, labour and supplies to be CAD$25,000 (USD$25,000).   Hendex was paid $14,954 in September and November 2007, for our work program.  

We do not have any plan to take our Company to revenue generation, since we have not yet found economic mineralization, and it is impossible to project revenue generation from no significant data.

Competitive Factors

The copper-gold mining industry is fragmented with many, copper/gold prospectors and producers of varying sizes.  Because the Company is in the exploration stage it is difficult to adequately describe our competitors.  Unless and until the Company locates any economically viable mineral deposits on the Property our activities will have little, if any, effect on the marketplace for mining production.  However, if an economically viable deposit of ore is located on the Property, certain competitive pressures will come to bear on the Company, including but not limited to: the large number of mining operations located in Canada, North America and around the World; that many other mining operations are better funded, have more experience, have more knowledgeable personnel, and are further along in their production of ore; general World economic conditions and other specific economic conditions related to our geographic area, industry and related third party industries.  

Regulations

Our mineral exploration program is subject to the regulations of the Ministry of Energy, Mines and Petroleum in British Columbia.  It is tasked with directing the responsible development of British Columbia’s energy and mineral sectors.  In addition, the Company’s mining activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment.  Compliance with such laws and regulations may necessitate additional capital outlays, affect the economics of a project and cause changes or delays in the Company’s activities.

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Work Fees Requirement

The Mineral Titles Branch, of British Columbia requires a mineral claim holder to file and pay fees in lieu of work on the claims.  The first three years the cost is $4 CAD/hectare/year.  The fourth year and beyond the fee, in lieu of work, is $8 CAD/hectare/year.  Kranti has paid its fees through September 6, 2008.  Since the exploration work was not completed by September 6, 2007, Kranti paid the fees in lieu of work on the claim to Beeston on July 25, 2007, in the amount of $2,040 CAD.  Beeston paid the Minister of Finance.

Recording Fees Requirements

The Mine Titles Branch requires that each holder of a mining claim pay a yearly recording fee of $0.40 CAD/hectare/year.  Kranti’s mineral claim is good until September 6, 2015.  After this date, Kranti will be required to pay a recording fee of $0.40 CAD/hectare/year, which would be $191.40 CAD.  Beeston paid this amount from the monies that Kranti sent Beeston on July 25, 2007.

Mining Claims

The Company believes that it is in compliance with all applicable laws and regulations and will continue to so comply with such laws in the future. The failure to comply with all applicable laws and regulations will likely have a negative effect on the Company’s operations.

Kranti is responsible for providing a safe working environment; not disrupting sensitive archaeological sites; and for conducting its activities so as to prevent unnecessary damage to the Property.

Our geologist will secure all necessary permits for exploration and, if development is warranted on the Property, will file final plans of operation before we start any mining operations. At this point, a permit from the Mines Branch would be required. Also, we would be required to comply with the laws of British Columbia, Canada. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. To the best of the Company’s belief and knowledge, no known endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with applicable environmental laws and regulations, since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

On completion of the work on the mining claim, a Statement of Work must be filed electronically.  Along with the Statement of Work, the geologist will be required to file an annual Summary of Activities form for mineral and coal exploration with the Mines Branch.

Exploration stage companies have little need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment of the property. We will only be using "non-intrusive" exploration techniques and will leave no indication that a sample was taken from the area. Our geologist and his employees will be required to leave the area in the same condition as they found it.

Subcontractors

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We intend to use the services of a geologist, who will supervise the subcontractors for exploration work on our properties.

Employees and Employment Agreements

At present, we have no full-time employees. Our two officers and three directors are part-time employees and will devote up to 40% of their time, or up to 16 hours per work week to our operation. Our directors and officers do not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans.

Patents, Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

We presently utilize no patents, licenses, franchises, concessions, royalty agreements or labor contracts in connection with our business.

ITEM 1A.

RISK FACTORS

Not applicable. 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.

PROPERTIES

The Company's corporate offices are located at 6705 Tomken Rd., Suite 211, Mississauga ON Canada  L5T 2J6. We do not pay rent for the area at the office of Mr. Jaskarn Samra.

We have no other property at this time.  Record title to the Property upon which we intend to conduct exploration activities is not held in our name. The Property is owned by Beeston Enterprises Ltd.  Kranti entered into an Option to Purchase Agreement to purchase the claim through a payment on signing totaling $20,000 USD and a four-year work program totaling $175,000 CAD. We intend to conduct exploration activities on the Bradley Creek mining claim located in the Clinton Mining District, British Columbia, Canada. The Property consists of one (1) mining claim of 478.495 hectares. We intend to explore for copper- gold and molybdenite deposits on the Property.

ITEM 3.

LEGAL PROCEEDINGS

Legal Proceedings

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business.  We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

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ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.

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

Market Information

“Bid” and ”ask” prices for our common stock are quoted on the Over-The-Counter Bulletin Board (the “OTCBB”) under the symbol “KRRI.OB.”  However, our stock has never traded.  Our common stock has been quoted on the OTCBB since January 23, 2008.

As of March 31, 2009, we had 34 shareholders of record of our common stock.

The stock transfer agent for our securities is Pacific Stock Transfer, 500 E. Warm Springs Road, Suite 240, Las Vegas, NV 89119, Telephone (702)361-3033.

Dividends

We have never declared any cash dividends with respect to our common stock.  Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors.  Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2008, we did not issue any securities without registration under the Securities Act of 1933.

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

We are an exploration stage corporation.  We have generated no revenues (other than minimal interest income) since inception (November 3, 2006) and have incurred $83,194 in expenses through December 31, 2008.

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The following table provides selected financial data about our company as of and for the year ended December 31, 2008 and 2007.

Balance Sheet		As at		As at
Data:		December 31, 2008		December 31, 2007
Cash	$	10,309	$	33,250
Total assets	$	10,779	$	33,745
Total liabilities	$	8,085	$	6,149
Stockholders' equity	$	2,694	$	27,596

Net cash provided by financing activities since inception through December 31, 2008, was $90,985, consisting of $30,000 raised from the sale of common shares to our directors, $55,500 from the sale of shares through our SB-2 registration statement to non-affiliated individuals and $5,485 in loans from a former officer and director of the Company.

Plan of Operation 

The following plan of operation should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Statements contained herein which are not historical facts are forward-looking statements, as that term is defined by the Private Securities Litigation Reform Act of 1995, including statements relating to our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by us are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market, and access to sources of capital.

Kranti is a start-up, exploration stage mining company and has not yet generated or realized any revenues from its business operations.

Our auditors have issued a going concern opinion, on our December 31, 2008 audited financial statements, as filed in this Form 10-K (refer to note 7). This means that there is substantial doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital. This is because the Company has not generated any revenues and no revenues are anticipated unless and until it begins removing and selling minerals. There is no assurance the Company will ever discover an economically viable deposit of ore or be able to extract any ore even if such a deposit is found. Accordingly, the Company must raise cash from sources other than the sale of minerals found on the Property. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. Since we raised $55,500 in our Offering, we believe it, together with the purchase of shares by the directors ($30,000 in share purchases), will last a minimum 3 months to a maximum of 6 months.

We have used much of the above-mentioned funds to explore and maintain our resource property located in the Clinton Mining District, British Columbia Canada (“The Bradley Creek Claim”).

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We do not intend to acquire or dispose of any plant or significant equipment during the next twelve months.

Our exploration target is to find an ore body containing copper-gold or molybdenite. Our success depends upon finding mineralized material. This includes a determination by our geologists if the property contains reserves.  We have retained Rick Henderson, of Hendex Exploration Services Ltd., to supervise the exploration work on the property.

Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.  If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we may cease operations.

The initial offering produced sufficient funds to pay for the 2007 exploration program and administration costs for the next 3 to 6 months.  However, if the Company requires additional funds, we will try to raise additional funds from a second public offering, a private placement or loans.

The Company retained Rick Henderson, of Hendex Exploration Services Ltd., Prince George, British Columbia Canada, to do a work program based upon his recommendations in his report for the Bradley Creek Claim located in the Clinton Mining District, British Columbia Canada.  Mr. Henderson recommended a program of detailed geological mapping and trenching. A total of approximately $14,954 was paid in September and November 2007.  The program was started and completed in October 2007 and the samples were sent to be assayed by ACME Analytical Laboratories Ltd., 852 E. Hastings Street, Vancouver, B.C. Canada.   

In April 2008, we filed with the Mineral Titles and extended our mineral claim until September 6, 2015.

Over the past twelve months, we have experienced difficulties in obtaining financing for our business. During this past quarter we have shifted some of our focus to investigating other business opportunities. These opportunities include possible acquisitions or joint venture arrangements in this and other industries. We can provide no assurance that these efforts in exploring possible acquisitions or joint venture arrangements will come to fruition. Additionally, if any new ventures are successfully negotiated, we can provide no assurance that such new venture will have enough financial resources to fully develop the new venture. Although we will continue to explore financing options based upon our existing business plan, our plan of operations for the next 12 months will also include further investigation of forming partnerships with other entities and researching other business opportunities.

Our Exploration Program

The trenching program started October 18, 2007 and was terminated on October 23, 2007 after which reclamation of the trenches was initiated.

An exploration report was prepared at the request of Kranti Resources, Inc. to document the results of the 2007 soil geochemical program on the Bradley Creek property. The program was designed to assess the area for its potential to host alkalic copper-gold porphyry deposits.  The Bradley Creek property, covering 478.49 hectares, is located approximately 25 km northeast of La La Hache and 60 km northeast of 100 Mile House and has good access via a network of

14

logging roads.  Kranti Resources has optioned the property from Beeston Enterprises Ltd.  The property is situated within the Quesnel Terrane, a highly prospective, northwest trending belt of Triassic /Jurassic Nicola Group volcanic rocks and coeval plutons that host British Columbia's economically most significant alkalic and calc-alkalic copper-gold deposits. These include former and present mine producers and deposits including Mt.Polley, Afton-Ajax, Copper Mountain, Highland Valley, Mt. Milligan and Kemess North.  Rocks underlying the property are alkalic felsic intrusives along the southwester margin of the early Jurassic Takomkane Batholith.  The 2007 exploration program consisted of 15.8 km of grid based soil sampling. A total of 363 soils, one rock and one silt sample were collected and analyzed for gold and copper, including 34-element ICP.  The geochemical soil sampling program on the Bradley Creek property did identify weakly anomalous gold and copper-in soil. A short program of prospecting and follow- up on a few gold and copper anomalies is recommended.

Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.

We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent 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.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage mining company, which has not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must conduct the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We believe that the funds raised from our offering will only allow us to operate for the next 3 to 6 months. We will, however, be required to raise additional capital over the next six months to meet our current administrative expenses. This financing may take the form of additional sales of debt or equity securities and/or loans from our directors. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing stockholders.

Liquidity and Capital Resources

15

To meet our need for cash we raised $55,500 from our public offering. We cannot guarantee that we have raised enough money through the public offering to stay in business. There is a possibility that we will run out of money before we find mineralized material. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering, or through debt financing.

At the present time, we have not made any arrangements to raise any capital.  If the Company requires additional capital and cannot raise needed funds, it will either have to temporarily suspend or cease operations permanently.

The Company has acquired the rights to utilize the Property, which contains one mining claim. The Property is staked and we began and finished the exploration work program during October 2007.

Since inception of the Company on November 3, 2006 to December 31, 2008, we have issued 4,387,500 shares of our common stock at $0.001 and $0.04 per share for total proceeds of $85,500.

As of December 31, 2008, our total assets were $10,779 and our total liabilities were $8,085.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

16

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

KRANTI RESOURCES, INC.

(An Exploration Stage Company)

AUDITED FINANCIAL STATEMENTS

Years Ended DECEMBER 31, 2008 and 2007, and the

Period of NOVEMBER 3, 2006 (Inception) to DECEMBER 31, 2008

F-1

KRANTI RESOURCES, INC.

(An Exploration Stage Company)

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD OF NOVEMBER 3, 2006 (INCEPTION) TO DECEMBER 31, 2008

	Page(s)
Report of Independent Registered Public Accounting Firm	F-3
Balance Sheets as of December 31, 2008 and 2007	F-4
Statements of Operations for the years ended December 31, 2008 and 2007 and for
the period from November 3, 2006 (Inception) to December 31, 2008	F-5
Statement of Changes in Stockholders’ Equity for the period of November 3, 2006
(Inception) to December 31, 2008	F-6
Statements of Cash Flows for the years ended December 31, 2008 and 2007 and for
the period from November 3, 2006 (Inception) to December 31, 2008	F-7
Notes to Audited Financial Statements	F-8 – F-13

F-2

  Douglas W. Child, CPA Marty D. Van Wagoner, CPA J. Russ Bradshaw, CPA William R. Denney, CPA Roger B. Kennard, CPA Russell E. Anderson, CPA Scott L. Farnes  
     














    1284 W. Flint Meadow Dr. #D Kaysville, Utah 84037 Telephone 801.927.1377 Facsimile 801.927.1344
5296 S. Commerce Dr. #300 Salt Lake City, Utah 84107 Telephone 801.281.4700 Facsimile 801.281.4701
Suite A, 5/F Max Share Centre 373 King’s Road North Point, Hong Kong Telephone 852.21.555.333 Facsimile 852.21.165.222
www.cpaone.net REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Kranti Resources, Inc.   We have audited the accompanying balance sheets of Kranti Resources, Inc. (an Exploration Stage Company) (the “Company”) as of December 31, 2008 and 2007, and the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended, and for the period of November 3, 2006 (inception) through December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.   In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of its operations and cash flows for the years then ended and for the period of November 3, 2006 (inception) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has not generated revenues from operations and has incurred significant net losses since inception. This raises substantial doubt about the Company's ability to meet its obligations and to continue as a going concern. Management's plans in regard to this matter are described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ Child, Van Wagoner & Bradshaw, PLLC Child, Van Wagoner & Bradshaw, PLLC Salt Lake City, UT March 31, 2009

F-3

Kranti Resources, Inc.

(An Exploration Stage Company)

Balance Sheets

		As of		As of
		December 31,		December 31,
		2008		2007
ASSETS
Current Assets
Cash	$	10,309	$	33,250
Prepaid expenses		470		495
Total Current Assets		10,779		33,745
TOTAL ASSETS	$	10,779	$	33,745
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current Liabilities
Accounts payable	$	2,600	$	664
Due to related party (note 6)		5,485		5,485
Total Liabilities		8,085		6,149
STOCKHOLDERS’ EQUITY (note 3)
Preferred stock, par value $0.001, 100,000,000 shares
authorized, none issued and outstanding		-		-
Common stock, par value $0.001, 100,000,000 shares
authorized, 4,387,500 shares issued and outstanding		4,388		4,388
Additional paid-in capital		81,112		81,112
Deficit accumulated during the exploration stage		(82,806)		(57,904)
Total Stockholders’ Equity		2,694		27,596
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	10,779	$	33,745

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

F-4

Kranti Resources, Inc.

(An Exploration Stage Company)

Statements of Operations

						Cumulative
						From Inception
						(November 3,
						2006) to
		Year Ended December 31,				December 31,
		2008		2007		2008
REVENUES:	$	-	$	-	$	-
OPERATING EXPENSES:
General and administrative expenses		141		342		497
Mining expenses		10,775		36,994		49,044
Professional fees		14,095		18,903		33,653
Total Operating Expenses		25,011		56,239		83,194
OTHER INCOME AND EXPENSE
Interest income		109		279		388
NET LOSS APPLICABLE TO
COMMON SHARES	$	(24,902)	$	(55,960)	$	(82,806)
Basic and Diluted Loss per
Common Share	$	(0.01)	$	(0.02)
Weighted Average Number of Common
Shares Outstanding		4,387,500		3,496,669

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

F-5

Kranti Resources, Inc.

(An Exploration Stage Company)

Statement of Changes in Stockholders’ Equity

For the Period of November 3, 2006 (Inception) to December 31, 2008

	Common Shares				Additional Paid-In		Deficit Accumulated During the Exploration		Total Stockholders’
	Shares		Amount		Capital		Stage		Equity
Balance - November 3, 2006 (Inception)	-	$	-	$	-	$	-	$	-
Common shares issued for cash at $0.01 per
share, November 20, 2006	500,000		500		4,500		-		5,000
Common shares issued for cash at $0.01
per share, December 13, 2006	2,500,000		2,500		22,500		-		25,000
Loss for the period	-		-		-		(1,944)		(1,944)
Balance - December 31, 2006	3,000,000		3,000		27,000		(1,944)		28,056
Common shares issued for cash at $0.04 per
share, August 29, 2007	1,387,500		1,388		54,112		-		55,500
Loss for the year	-		-		-		(55,960)		(55,960)
Balance – December 31, 2007	4,387,500		4,388		81,112		(57,904)		27,596
Loss for the year	-		-		-		(24,902)		(24,902)
Balance – December 31, 2008	4,387,500	$	4,388	$	81,112	$	(82,806)	$	2,694

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

F-6

Kranti Resources, Inc.

(An Exploration Stage Company)

Statements of Cash Flows

						Cumulative
						From Inception
						(November 3,
						2006) to
		Year Ended December 31,				December 31,
		2008		2007		2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(24,902)	$	(55,960)	$	(82,806)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) Decrease in prepaid expenses		25		3,850		(470)
Increase (Decrease) in accounts payable		1,936		(611)		2,600
Net cash used in operating activities		(22,941)		(52,721)		(80,676)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party		-		5,485		5,485
Issuance of common stock for cash		-		55,500		85,500
Net cash provided by financing activities		-		60,985		90,985
Net increase (decrease) in cash and cash equivalents		(22,941)		8,264		10,309
Cash and cash equivalents - beginning of period		33,250		24,986		-
Cash and cash equivalents - end of period	$	10,309	$	33,250	$	10,309
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

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

F-7

Kranti Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

1.

Organization

Kranti Resources, Inc. (the “Company”), an exploration stage company, was incorporated on November 3, 2006 in the State of Nevada, U.S.A.  It is based in Mississauga, ON Canada.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.

The Company is an exploration stage company that engages primarily in the acquisition, exploration and development of resource properties.  The Company has the right to conduct exploration work on one (1) mineral mining claim in Clinton Mining Division, British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable. To date, the Company’s activities have been limited to its formation, the raising of equity capital, and its mining exploration work program.

Exploration Stage Company

The Company is considered to be in the exploration stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” and interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7.  The Company is devoting substantially all of its efforts to development of business plans and the exploration of mineral properties.

2.

Significant Accounting Policies

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $10,309 and $33,250 in cash and cash equivalents at December 31, 2008 and 2007, respectively.

Start-Up Costs

In accordance with the American Institute of Certified Public Accountant’s Statement of Position 98-5, “Reporting on the Costs of Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

F-8

Kranti Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

2.

Significant Accounting Policies – Continued

Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on November 3, 2006 and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Net Income or (Loss) Per Share of Common Stock

The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:

			Year Ended December 31,
			2008		2007
Net loss		$	(24,902)	$	(55,960)
Weighted average common
shares outstanding (Basic)			4,387,500		3,496,669
	Options		-		-
	Warrants		-		-
Weighted average common
shares outstanding (Diluted)			4,387,500		3,496,669
Net loss per share (Basic
and Diluted)		$	(0.01)	$	(0.02)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

F-9

Kranti Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

2.

Significant Accounting Policies - Continued

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translations

The Company’s functional currency is the Canadian dollar. The Company’s reporting currency is the U.S. dollar.  All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with SFAS No. 52, "Foreign Currency Translation" as follows:

i)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii)

Equity at historical rates.

iii)

Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss.  Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date.  If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

No significant realized exchange gain or losses were recorded from inception (November 3, 2006) to December 31, 2008.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under SFAS No. 5, “Accounting for Contingencies.” This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities.

F-10

Kranti Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

2.

Significant Accounting Policies - Continued

Recent Accounting Pronouncements – Continued

Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principle.”

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133.” The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” do not provide adequate information about how derivative and hedging activities affect an entity's financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51.” This statement amends ARB No. 51 to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards of the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends).

In December 2007, the FASB issued a revision to SFAS No. 141 (revised 2007), “Business Combinations.”  The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

None of the above new pronouncements has current application to the Company, but will be implemented in the Company’s future financial reporting when applicable.

F-11

Kranti Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

3.

Stockholders’ Equity

Authorized Stock

The Company has authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuances

Since inception (November 3, 2006), the Company has issued 3,000,000 common shares at $0.01 per share, and 1,387,500 common shares at $0.04 per share, resulting in total proceeds of $85,500 and 4,387,500 common shares issued and outstanding at December 31, 2008 and 2007.  Of these shares, 2,000,000 were issued to a director and former officer of the Company, 1,000,000 were issued to former directors of the Company, and 1,387,500 were issued to unaffiliated investors.

There are no preferred shares outstanding.  The Company has no stock option plan, warrants or other dilutive securities.

4.

 Provision for Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from November 3, 2006 (date of inception) through December 31, 2008 of $82,806 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $28,500 were offset by the valuation allowance, which increased by $8,500 and $19,000 during the years ended December 31, 2008 and 2007, respectively.

5.

Mineral Property Costs

On January 18, 2007, the Company entered into an option to purchase agreement (the Agreement) to purchase an undivided interest in one (1) mining claim, consisting of 478.495 Hectares (1,182.362 Acres) on property located in the Clinton Mining District, British Columbia, Canada (the Property) for $20,000 USD, which was paid upon the Agreement’s inception.  In addition to the property payment, the Company is required to incur $175,000 CAD (Canadian Dollars) of exploration work on the property over four years as follows: expenditures of $25,000 CAD on or before the first anniversary date (which it has done), $25,000 CAD on or before June 30, 2009, $50,000 CAD on or before the third anniversary date, and $75,000 CAD on or before the fourth anniversary date.  

F-13

Kranti Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2008 and 2007

5.

Mineral Property Costs - Continued

The Company is required to pay a 4% royalty on all mineral commodities sold from the property as follows:

·

A 2% royalty of Net Smelter Returns to Candorado Operating Company Ltd., which shall be reduced to 1% upon payment of $500,000 CAD and may be paid out in full and terminated upon payment of a further $500,000 CAD, at any time.

·

A 2% royalty of Net Smelter Returns to the property vendor, which shall be reduced to 1% upon payment of $1,000,000 CAD and may be paid out in full and terminated upon the payment of a further $1,000,000 CAD, at any time.

During October 2007, per the recommendation of a Geologist, the Company spent $14,290 CAD ($14,954 USD) on our work program.  This expenditure is part of our required exploration work commitment.  The program consisted of surveying a control grid, soil and rock chip sampling and geological mapping.  An additional $10,775 USD in mining expenses was spent during the year ended December 31, 2008.  The Company has met its obligation to spend at least $25,000 CAD in work program expenses on the property.

The Company is also responsible for maintaining the mineral claim in good standing by paying all the necessary rents, taxes, and filing fees associated with the Property.  As of December 31, 2008, the Company met these obligations.

6.

Due to Related Party

As of December 31, 2008 and 2007, the Company was obligated to a director, who is also an officer and stockholder, for a non-interest bearing demand loan with a balance of $5,485.  The Company plans to pay the loan back as cash flows become available.  Interest has not been imputed on these advances due to its immaterial impact on the financial statements.

7.

Going Concern and Liquidity Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As at December 31, 2008, the Company had working capital of $2,694 and an accumulated deficit of $82,806.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of ore reserves.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-13

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.[T]

CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Internal Controls

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Jaskarn Samra, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our 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 accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.

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

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

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Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE  GOVERNANCE

Executive Officers, Directors and Key Employees

Directors serve until the next annual meeting of the stockholders, until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by our board of directors.  Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  

The following table sets forth certain information, as of March 31, 2009, with respect to our directors and executive officers.

Name	Positions Held	Age	Date of Election or Appointment as Director
Jaskarn Samra(1)	Chief Executive and Financial Officer, President, Secretary, Treasurer, and Member of the Board of Directors	39	September 5, 2008
Rimpal Samra(1)	Member of the Board of Directors	32	September 5, 2008
Benny Gill	Member of the Board of Directors	38	Since Inception (November 3, 2006)

(1)

Mr. and Ms. Samra are married.

Certain biographical information of our director and officer is set forth below.

Jaskarn “Jazz” Samra

Jaskarn has served as our President, Chief Executive and Financial Officer, Secretary, Treasurer, and Director since September 5, 2008.Mr. Samra received a Diploma in Criminology from Kwantlen College, Surrey, British Columbia.  He also received an Immigration Practitioner Certificate from Seneca College, Toronto, Ontario.  Since 1994, Mr. Samra has been the publisher and owner of Voice Media Group, which operates two bi-weekly East Indian Cultural

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Newspapers and a daily radio program which caters to the South Asian Community in Greater Toronto Area.  Mr. Samra monitors the on-going operations of the newspaper and staff.  Since 1999, he has been a Director and Controller of MCICS Immigration Services of Mississauga, Ontario, a full-service company specializing in immigration consultancy and post landing services.  He monitors the on-going operations of the immigration consultancy business and manages five staff members.  He is also actively involved in business development, marketing and sales.

Rimpal Samra

Rimpal Samra has served as a member of the Board of Directors since September 5, 2008.  Ms. Samra received a Bachelor degree from Ludhiana University in Punjab India. She has been working since 1994 in Voice Media group as a Punjabi Language translator and typesetter.

Benny Gill

Benny Gill has served as a member of the Board of Directors since November 3, 2006 (inception) and as our President, Principal Financial Officer, Principal Executive Officer, and Principal Accounting Officer since inception to September 5, 2008.  Mr. Gill graduated from the Duchess Park Senior Secondary; Prince George BC, in June 1988 with a Diploma.  Mr. Gill also attended Kwantlen University College, Surrey BC in 1991.  Mr. Gill spent several years from 1997 - 2000 working in financial institutions as Financial Service Officer and mortgage consultant for Vancity Savings Credit Union, 2000 - 2002, Canadian Imperial Bank of Commerce, and was assistant manager at Citi Financial, 2002 – 2003.  In 2002, Mr. Gill obtained his Mutual Funds certificate and CSC certificate from Canadian Securities.  Mr. Gill owned and was the President of a target marketing company in 1992 (Indo Canadian Business Pages Ltd.) and sold it in 1997.  From October 2003 to June 2007, Mr. Gill owned a foreign exchange company; Canam Currency Exchange Ltd.  Mr. Gill is also the President of BTS Construction Ltd.

Employment Agreements

We have no formal employment agreements with any of our employees.  

Term of Office

Our directors are appointed for a period of one year or until such time as their replacements have been elected by our stockholders.  The officers of the Company are appointed by our board of directors and hold office until their resignation or removal.

Audit Committee

We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.  We currently have limited working capital and no revenues.  Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee.  If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form audit and compensation committees and other applicable committees.

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Board of Directors

We have three directors, one who is our sole executive officer.  We do not have an independent director.  We do not pay them for attending board meetings.  They are reimbursed, however, for their expenses, if any, for attendance at meetings of the Board of Directors.  Our Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date this has not been a problem, as no security holders have made any such recommendations.  Our three directors perform all functions that would otherwise be performed by committees.  Given the present size of our board it is not practical for us to have committees.  If we are able to grow our business and increase our operations we intend to expand the size of our board and allocate responsibilities accordingly.

Compliance with Section 16(a) of the Exchange Act

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

In 2007 we adopted a Code of Ethics that applies to all of our employees.  A copy of our Code of Ethics will be provided to any person requesting same without charge.  To request a copy of our Code of Ethics, please make written request to our President c/o Kranti Resources, Inc. at 6705 Tomken Rd., Suite 211, Mississauga, ON Canada L5T 2J6.

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2008 and 2007 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2008; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2008; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2008 that received annual compensation during the fiscal year ended December 31, 2008 in excess of $100,000.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Non- qualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Benny Gill,(1) Chief Executive and Financial Officer	2008 2007	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

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Jaskarn Samra,(2) Chief Executive and Financial Officer	2008 2007	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0
Karnpal Grewal,(3)	2008 2007	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

(1)

Benny Gill served as our President, Chief Executive Officer, and Chief Financial Officer,   from November 3, 2006 until September 5, 2008.

(2)

Jaskarn Samra has served as our sole executive officer and as a Director from September 5, 2008 through the present.

(3)

Karnpal Grewal served as our Secretary, Treasurer, and as a Director from November 3, 2006 to June 16, 2008.

We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.  

Compensation of Directors

None of our directors receive any compensation for serving as such, for serving on committees of the board of directors or for special assignments. During the fiscal year ended December 31, 2008 there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of March 31, 2009 by:

·

each person or entity known by us to be the beneficial owner of more than 5% of our common stock;

·

each of our directors;

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·

each of our executive officers; and

·

all of our directors and executive officers as a group.

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of March 31, 2009.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(2)
Jaskarn Samra 6705 Tomken Rd., Suite 211, Mississauga, ON Canada L5T 2J6	Common Stock, par value $0.001 per share	0 Shares	0%
Rimpal Samra 6705 Tomken Rd., Suite 211, Mississauga, ON Canada L5T 2J6	Common Stock, par value $0.001 per share	0 Shares	0%
Benny Gill 13252 64A Avenue Surrey BC V3W 7H9	Common Stock, par value $0.001 per share	2,000,000 Shares (Direct)	45.6%
All officers and directors as a group (3 people)	Common Stock, par value $0.001 per share	2,000,000 Shares (Direct)	45.6%
Aaron Lessing(3) Suite 210, 5500 152 St, Surrey, BC V3S 5J9	Common Stock, par value $0.001 per share	500,000 Shares (Direct)	11.4%
Karnpal Grewal(4) 7507 118 Street Delta BC V4C 6G7	Common Stock, par value $0.001 per share	500,000 Shares (Direct)	11.4%

(1)

As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with

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respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days.  Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.

(2)

There were 4,387,500 shares of common stock issued and outstanding on March 31, 2009.

(3)

Aaron Lessing served as a Director from November 3, 2006 to September 5, 2008.

(4)

Karnpal Grewal passed away on June 16, 2008.  His estate is administering his stock.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted any equity compensation plans since our inception.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

As of December 31, 2008, the Company was obligated to Mr. Gill for a non-interest bearing demand loan with a balance of $5,485.  The Company plans to pay the loan back as cash flows become available.  

Director Independence

We are not subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.”

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended December 31, 2008 and 2007 are set forth in the table below:

Fee Category	Fiscal year ended December 31, 2008	Fiscal year ended December 31, 2007
Audit fees (1)	$ 8,600	$ 7,400
Audit-related fees (2)	0	0
Tax fees (3)	600	500
All other fees (4)	0	0
Total fees	$ 9,200	$ 7,900

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(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval Practice.  

We do not have an audit committee.  Our board of directors performs the function of an audit committee.  Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15.

EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.	SEC Report Reference No.	Description
3.1	3.1	Articles of Incorporation of Registrant (1)
3.2	3.2	By-Laws of Registrant (1)
14.1	14.1	Code of Ethics (2)
31.1 / 31.2	*	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1 / 32.2	*	Rule 1350 Certification of Chief Executive and Financial Officer

(1)

Filed with the Securities and Exchange Commission on April 13, 2007 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on Form SB-2 (file no. 333-142096), which exhibit is incorporated herein by reference.

(2)

Filed with the Securities and Exchange Commission on March 26, 2008 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2007, which exhibit is incorporated herein by reference.

* Filed herewith.

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SIGNATURES

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

KRANTI RESOURCES, INC.

Dated:  March __, 2009

By:

s/ Jaskarn Samra

Jaskarn Samra, President and

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this __^th day of March, 2009.

/s/ Jaskarn Samra
Jaskarn Samra, President, Chief Executive Officer, Chief Financial Officer and Director

/s/ Rimpal Samra

Rimpal Samra, Director

/s/ Benny Gill

Benny Gill, Director

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