S-1/A

    As filed with the Securities and Exchange Commission on October 30, 2009
                                                     Registration No. 333-162168

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


                                   FORM S-1/A
                                  AMENDMENT #1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             SAGUARO RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                      1000
            (Primary Standard Industrial Classification Code Number)

                                   26-2123838
                        (IRS Employer Identification No.)

                                   71 The Mead
                                   Darlington
                                  County Durham
                                     DL1 1EU
                                 United Kingdom
            Telephone 011-44-1325-251918 Facsimile 011-44-7006-050347
   (Address and telephone number of registrant's principal executive offices)

                               Abby L. Ertz, Esq.
                                 Ertz Law Group
                     3960 West Point Loma Blvd, Suite H-436
                               San Diego, CA 92110
                 Telephone (619)840-4566 Facsimile (619)564-8753
            (Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

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

                         CALCULATION OF REGISTRATION FEE



                                                                                 
============================================================================================================
Title of Each Class                         Proposed Maximum      Proposed Maximum
  of Securities           Amount to Be       Offering Price           Aggregate             Amount of
 to be Registered          Registered         per Share (1)        Offering Price       Registration Fee (2)
- ------------------------------------------------------------------------------------------------------------

Common Stock, Shares       2,000,000            $0.01                 $20,000                 $1.12
============================================================================================================

(1)  This is an initial offering and no current trading market exists for our
     common stock. The offering price was arbitrarily determined by Saguaro
     Resources, Inc.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457 under the Securities Act of 1933, as amended (the "Securities
     Act").

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
================================================================================

                             SAGUARO RESOURCES, INC.
                                   PROSPECTUS
               2,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE


This is the initial offering of common stock of Saguaro Resources, Inc. and no
public market currently exists for the securities being offered. We are offering
for sale a total of 2,000,000 shares of common stock at a price of $0.01 per
share. The offering is being conducted on a self-underwritten, best effort,
all-or-none basis, which means our officer and/or director, Lynn Briggs, will
attempt to sell the shares. This Prospectus will permit our officer and/or
director to sell the shares directly to the public with no commission or other
remuneration payable to her for any shares she may sell. Ms. Briggs will sell
the shares and intends to offer them to friends, relatives, acquaintances and
business associates. In offering the securities on our behalf, she will rely on
the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the
Securities and Exchange Act of 1934. We intend to open a standard, non-interest
bearing, bank checking account to be used only for the deposit of funds received
from the sale of the shares in this offering. If all the shares are not sold and
the total offering amount is not deposited by the expiration date of the
offering, the funds will be promptly returned to the investors, without interest
or deduction. However, there is no assurance we will be able to do so since the
funds will not be placed into an escrow, trust or other similar account, there
can be no guarantee that any third party creditor who may obtain a judgment or
lien against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities. The shares will be offered at a price of
$0.01 per share for a period of one hundred and eighty (180) days from the
effective date of this prospectus, unless extended by our board of directors for
an additional 90 days. If the board of directors votes to extend the offering
for the additional 90 days, a post-effective amendment to the registration
statement will be filed prior to the expiration date of the original offering to
notify subscribers and potential subscribers of the extended offering period.
Anyone who has subscribed to the offering prior to the extension will be
notified by the company that their money will be promptly refunded prior to the
expiration of the original offering unless they provide an affirmative statement
that they wish to subscribe to the extended offer. The offering will end on
_____________________, 200__ (date to be inserted in a subsequent amendment).


                    Offering Price                          Proceeds to Company
                      Per Share          Commissions          Before Expenses
                      ---------          -----------          ---------------
Common Stock            $0.01           Not Applicable            $20,000

Total                   $0.01           Not Applicable            $20,000

Saguaro Resources, Inc. is an exploration stage company and currently has no
operations. There is a high degree of risk involved with any investment in the
shares offered herein. You should only purchase shares if you can afford a loss
of your entire investment. Our independent auditor has issued an audit opinion
for Saguaro Resources, Inc. which includes a statement expressing substantial
doubt as to our ability to continue as a going concern. As of the date of this
prospectus, our stock is presently not traded on any market or securities
exchange. Further, there is no assurance that a trading market for our
securities will ever develop.

THE PURCHASE OF THE SECURITIES BEING OFFERED THROUGH THIS PROSPECTUS INVOLVES A
HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 4 THROUGH 9 BEFORE BUYING ANY SHARES
OF SAGUARO RESOURCES, INC.'S COMMON STOCK.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF
SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED OCTOBER 30, 2009


                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------


SUMMARY OF PROSPECTUS                                                       3
     General Information                                                    3
     The Offering                                                           3
RISK FACTORS                                                                4
     Risks Associated with our Company                                      4
     Risks Associated with this Offering                                    8
USE OF PROCEEDS                                                            10
DETERMINATION OF OFFERING PRICE                                            10
DILUTION                                                                   10
PLAN OF DISTRIBUTION                                                       11
     Offering will be Sold by Our Officer and Director                     11
     Terms of the Offering                                                 12
     Deposit of Offering Proceeds                                          12
     Procedures and Requirements for Subscribing                           12
DESCRIPTION OF SECURITIES                                                  12
INTEREST OF NAMED EXPERTS AND COUNSEL                                      13
DESCRIPTION OF OUR BUSINESS                                                13
     General Information                                                   13
     Competition                                                           25
     Bankruptcy or Similar Proceedings                                     25
     Reorganization, Purchase or Sale of Assets                            25
     Compliance with Government Regulation                                 25
     Patents, Trademarks, Franchises, Concessions, Royalty                 25
     Need for Government Approval for Its Products or Services             25
     Research and Development Costs during the Last Two Years              25
     Employees and Employment Agreements                                   25
DESCRIPTION OF PROPERTY                                                    25
LEGAL PROCEEDINGS                                                          25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                   25
REPORT TO SECURITY HOLDERS                                                 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                  27
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS               31
EXECUTIVE COMPENSATION                                                     32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT             33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                             34
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES                                                           34
AVAILABLE INFORMATION                                                      34
FINANCIAL STATEMENTS                                                       35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE                                                      35


                                       2

                             SAGUARO RESOURCES, INC.
                                   71 THE MEAD
                   DARLINGTON, DURHAM DL1 1EU, UNITED KINGDOM

                               PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," "THE COMPANY," "SAGUARO," AND "SAGUARO RESOURCES" REFER TO SAGUARO
RESOURCES, INC. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL
OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE
PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

GENERAL INFORMATION ABOUT OUR COMPANY

Saguaro Resources, Inc. was incorporated in the State of Delaware on February
29, 2008 to engage in the acquisition, exploration and development of natural
resource properties. We intend to use the net proceeds from this offering to
develop our business operations. (See "Business of the Company" and "Use of
Proceeds".) We are an exploration stage company with no revenues or operating
history. The principal executive offices are located at 71 The Mead, Darlington,
County Durham, DL1 1EU, United Kingdom. The telephone number is
011-44-1325-251918.

We received our initial funding of $12,500 through the sale of common stock to
our officer and director, Lynn Briggs, who purchased 2,500,000 shares of our
common stock at $0.005 per share on June 16, 2008. Our financial statements from
inception (February 29, 2008) through the year ended June 30, 2009 report a net
loss of $10,825 and no revenues. Our independent auditor has issued an audit
opinion for Saguaro Resources, Inc. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.

We currently own a 100% undivided interest in a mineral property, the Sky 1-4
Mineral Claims (known as the "Sky Property"). The Sky Property consists of an
area of 82.64 acres located in the Lida Quadrangle, Esmeralda County, Nevada.
Title to the Sky Property is held by Saguaro Resources, Inc. Our plan of
operation is to conduct mineral exploration activities on the property in order
to assess whether it contains mineral deposits capable of commercial extraction.

We have not earned any revenues to date and we do not anticipate earning
revenues until such time as we enter into commercial production of our mineral
property. We are presently in the exploration stage of our business and we can
provide no assurance that we will discover commercially exploitable levels of
mineral resources on our property. Moreover, if such deposits are discovered,
there is no guarantee that we will enter into further substantial exploration
programs.

There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.

THE OFFERING

The Issuer:                  Saguaro Resources, Inc.

Securities Being Offered:    2,000,000 shares of common stock.

Price per Share:             $0.01


Offering Period:             The shares are offered for a period not to exceed
                             180 days, unless extended by our board of directors
                             for an additional 90 days. If the board of
                             directors votes to extend the offering for the
                             additional 90 days, a post-effective amendment to
                             the registration statement will be filed to notify
                             subscribers and potential subscribers of the
                             extended offering period. Anyone who has subscribed
                             to the offering prior to the extension will be
                             notified by the company that their money will be
                             promptly refunded prior to the expiration of the
                             original offering unless they provide an
                             affirmative statement that they wish to subscribe
                             to the extended offer.


                                       3

Net Proceeds:                $20,000

Securities Issued
and Outstanding:             2,500,000 shares of common stock were issued and
                             outstanding as of the date of this prospectus.

Registration Costs:          We estimate our total offering registration costs
                             to be $6,000.

Risk Factors:                See "Risk Factors" and the other information in
                             this prospectus for a discussion of the factors you
                             should consider before deciding to invest in shares
                             of our common stock.

                                  RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
entire prospectus before investing in our common stock. If any of the following
risks occur, our business, operating results, and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks. This could result in you
losing all or part of your investment.

RISKS ASSOCIATED WITH OUR COMPANY

WE ARE AN EXPLORATION STAGE COMPANY, BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.

We were incorporated on February 29, 2008 and to date have been involved
primarily in organizational activities and the acquisition of the mineral claim.
We have not yet commenced exploration on the Sky Property. Accordingly, we have
no way to evaluate the likelihood that our business will be successful. We have
not earned any revenues as of the date of this prospectus. Potential investors
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We expect to incur
significant losses into the foreseeable future. We recognize that if mineral
production is not forthcoming from the claims, we will not be able to continue
business operations. There is no history upon which to base any assumption as to
the likelihood that we will prove successful, and it is doubtful that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING. AS A RESULT, OUR ACCOUNTANT
BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

We have accrued net losses of $10,825 for the period from our inception to June
30, 2009, and have no revenues to date. Our future is dependent upon our ability
to obtain financing and upon future profitable operations from the development
of our mineral claims. These factors raise substantial doubt that we will be
able to continue as a going concern. Stan J.H. Lee, CPA, our independent
auditor, has expressed substantial doubt about our ability to continue as a
going concern. This opinion could materially limit our ability to raise
additional funds by issuing new debt or equity securities or otherwise. If we
fail to raise sufficient capital when needed, we will not be able to complete
our business plan. As a result we may have to liquidate our business and you may
lose your investment. You should consider our auditor's comments when
determining if an investment in Saguaro Resources, Inc. is appropriate.

                                       4

WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.

We are an exploration stage company with no revenues or operating activities.
Our current operating funds are less than necessary to complete the intended
exploration program on our mineral claims; as of June 30, 2009, we had cash in
the amount of $4,925. We will need the funds from this offering to complete our
business plan; without them our business will likely fail.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

You should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The Sky Property does not contain a known body of any commercial
minerals and, therefore, any program conducted on the Sky Property would be an
exploratory search of any minerals. There is no certainty that any expenditures
made in the exploration of the Sky Property will result in discoveries of any
commercial quantities of minerals. Most exploration projects do not result in
the discovery of commercially mineable mineral deposits. Problems such as
unusual or unexpected formations and other conditions are common to mineral
exploration activities and often result in unsuccessful exploration efforts. If
the results of our exploration program do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for
new exploration. Our ability to acquire additional claims will be dependent upon
our possessing adequate capital resources when needed. If no funding is
available, we may be forced to abandon our operations.

WE HAVE NO KNOWN MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE MAY HAVE TO
CEASE OPERATIONS.

We have no mineral reserves. If we do not find any commercially exploitable
mineral reserves or if we cannot complete the exploration of any mineral
reserves, either because we do not have the money to do so or because it is not
economically feasible to do so, we may have to cease operations and you may lose
your investment. Mineral exploration is highly speculative. It involves many
risks and is often non-productive. Even if we are able to find mineral reserves
on our property our production capability will be subject to further risks
including:

     -    The costs of bringing the property into production including
          exploration work, preparation of production feasibility studies, and
          construction of production facilities, all of which we have not
          budgeted for;
     -    The availability and costs of financing;
     -    The ongoing costs of production; and
     -    Risks related to environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by
numerous factors which are beyond our control and which cannot be accurately
predicted, such as market fluctuations, the lack of milling facilities and
processing equipment near the Sky Property, and other factors such as government
regulations, including regulations relating to allowable production, the
importing and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of our finding and commercially
exploiting reserves on our mineral properties are remote and funds expended on
exploration will likely be lost.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

                                       5

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. At the present time we have no insurance to cover against these
hazards. The payment of such liabilities may result in our inability to complete
our planned exploration program and/or obtain additional financing to fund our
exploration program.

AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIMS, WE WILL BE SUBJECT TO
COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF
OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict mineral
exploration. We will be subject to the laws of the State of Nevada as we carry
out our exploration program. We may be required to obtain work permits, post
bonds and perform remediation work for any physical disturbance to the land in
order to comply with these laws. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:

     (a)  Water discharge will have to meet drinking water standards;
     (b)  Dust generation will have to be minimal or otherwise re-mediated;
     (c)  Dumping of material on the surface will have to be re-contoured and
          re-vegetated with natural vegetation;
     (d)  An assessment of all material to be left on the surface will need to
          be environmentally benign;
     (e)  Ground water will have to be monitored for any potential contaminants;
     (f)  The socio-economic impact of the project will have to be evaluated and
          if deemed negative, will have to be remediated; and
     (g)  There will have to be an impact report of the work on the local fauna
          and flora including a study of potentially endangered species.

There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

BECAUSE OUR SOLE OFFICER AND/OR DIRECTOR DOES NOT HAVE ANY FORMAL TRAINING
SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK
OUR BUSINESS WILL FAIL.

Our sole officer and director is Lynn Briggs. Ms. Briggs has no formal training
as a geologist or in the technical aspects of management of a mineral
exploration company. Her prior business experiences have primarily been in
research and reporting. With no direct training or experience in these areas,
our management may not be fully aware of the specific requirements related to
working within this industry. Our management's 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.

                                       6

BECAUSE OUR CURRENT OFFICER/DIRECTOR HAS OTHER BUSINESS INTERESTS, SHE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Ms. Briggs, our officer/director, currently devotes approximately 4-5 hours per
week providing management services to us. While she presently possesses adequate
time to attend to our interest, it is possible that the demands on her from
other obligations could increase, with the result that she would no longer be
able to devote sufficient time to the management of our business. This could
negatively impact our business development.


OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.

After the completion of this offering, our executive officer and director will
own 55.5% of our common stock. She will have a significant influence in
determining the outcome of all corporate transactions, including the election of
directors, approval of significant corporate transactions, changes in control of
the company or other matters that could affect your ability to ever resell your
shares. Her interests may differ from the interests of the other stockholders
and thus result in corporate decisions that are disadvantageous to other
shareholders.

OUR OFFICER AND DIRECTOR, LYNN BRIGGS, RESIDES OUTSIDE THE UNITED STATES MAKING
IF DIFFICULT TO EFFECT SERVICE OF PROCESS UPON HER.

Since our officer and director resides outside the United States, substantially
all or a portion of her assets are located outside the United States. As a
result, it may not be possible for investors to effect service of process within
the United States upon her or to enforce against her judgments obtained in
United States courts predicated upon the civil liability provisions of the
federal securities laws of the United States.


THERE IS A RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.


There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves. There is the possibility that our claim does not
contain any reserves, resulting in any funds spent on exploration being lost.


BECAUSE WE HAVE NOT SURVEYED THE SKY PROPERTY, WE MAY DISCOVER MINERALIZATION ON
THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.

While we have conducted a mineral claim title search, this should not be
construed as a guarantee of claim boundaries. Until the claim is surveyed, the
precise location of the boundaries of the claim may be in doubt. If we discover
mineralization that is close to the claim boundaries, it is possible that some
or all of the mineralization may occur outside the boundaries. In such a case we
would not have the right to extract those minerals.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.


If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the minerals,
investor acceptance of our claims and general market conditions. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us. We may be unable to obtain any such funds, or to obtain such
funds on terms that we consider economically feasible and you may lose any
investment you make in this offering.


                                       7


IF OUR EXPLORATION PROGRAM IS SUCCESSFUL IN ESTABLISHING ORE OF COMMERCIAL
TONNAGE AND GRADE, WE WILL REQUIRE ADDITIONAL FUNDS IN ORDER TO ADVANCE THE
CLAIM INTO COMMERCIAL PRODUCTION.

The most likely source of future funds is through the sale of equity capital.
Any sale of share capital to raise operating funds will result in dilution to
existing shareholders.

IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.


It is possible that snow or rain could cause the mining roads providing access
to our claims to become impassable. If the roads are impassable we would be
delayed in our exploration timetable.

BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

Our success will be dependent on the growth of demand for ores. If consumer
demand slows our revenues may be significantly affected. This could limit our
ability to generate revenues and our financial condition and operating results
may be harmed.

RISKS ASSOCIATED WITH THIS OFFERING

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 ($300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and actual
bid and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our officer/director, who will receive no commissions. Ms. Briggs will
offer the shares to friends, relatives, acquaintances and business associates.
However, there is no guarantee that she will be able to sell any of the shares.
Unless she is successful in selling all of the shares and we receive the
proceeds from this offering, we may have to seek alternative financing to
implement our business plan.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any public stock exchange. There is presently no demand
for our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
completion of the offering and apply to have the shares quoted on the
Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter (OTC) securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filing with the SEC or applicable regulatory

                                       8

authority. Market makers are not permitted to begin quotation of a security
whose issuer does not meet her filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 to 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between Saguaro
Resources, Inc. and anyone acting on our behalf, with any market maker regarding
participation in a future trading market for our securities. If no market is
ever developed for our common stock, it will be difficult for you to sell any
shares you purchase in this offering. In such a case, you may find that you are
unable to achieve any benefit from your investment or liquidate your shares
without considerable delay, if at all. In addition, if we fail to have our
common stock quoted on a public trading market, your common stock will not have
a quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment.

WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT, THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.

All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, there can be
no guarantee that any third party creditor who may obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities.

UPON PURCHASING SHARES IN OUR COMPANY, YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.

Our existing stockholder acquired her shares at a cost of $.005 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Upon completion of this offering the net tangible
book value of the shares held by our existing stockholder (2,500,000 shares)
will be increased by $0.004 per share without any additional investment on her
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$0.01 per share to $0.005 per share). As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $0.005 per share, reflecting an immediate reduction in the
$0.01 per share paid for their shares.

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

Our business plan allows for the payment of the estimated $6,000 cost of this
registration statement to be paid from existing cash on hand. If necessary, Ms.
Briggs, our director, has verbally agreed to loan the company funds to complete
the registration process. We plan to contact a market maker immediately
following the close of the offering and apply to have the shares quoted on the
OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the U.S. Securities and Exchange Commission. In
order for us to remain in compliance we will require future revenues to cover
the cost of these filings, which could comprise a substantial portion of our
available cash resources. If we are unable to generate sufficient revenues to
remain in compliance it may be difficult for you to resell any shares you may
purchase, if at all.

MS. BRIGGS, THE DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING,
SHE WILL OWN 55.5% OF THE OUTSTANDING SHARES. IF SHE CHOOSES TO SELL HER SHARES
IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

                                       9

Due to the amount of Ms. Briggs' share ownership in our company, if she chooses
to sell her shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock. If
she does sell any of her common stock, she will be subject to Rule 144 under the
1933 Securities Act which will restrict her ability to sell her shares.

                                USE OF PROCEEDS

Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this offering will be $20,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the offering:

                                                       Planned Expenditures Over
               Category                                   The Next 12 Months
               --------                                   ------------------

     Phase 1 Exploration Program                                $ 8,500
     Legal & Accounting                                         $ 9,250
     Administrative Expenses                                    $ 2,250
                                                                -------
     TOTAL PROCEEDS TO COMPANY                                  $20,000
                                                                =======

We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If necessary, Ms. Briggs, our director, has
verbally agreed to loan the company funds to complete the registration process
but we will require full funding to implement our complete business plan.

                         DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately-held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.

                                    DILUTION

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing shareholders.

As of June 30, 2009, the net tangible book value of our shares was $1,675 or
$0.001 per share, based upon 2,500,000 shares outstanding.

Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering, other than that
resulting from the sale of the shares and receipt of the total proceeds of
$20,000, the net tangible book value of the 4,500,000 shares to be outstanding
will be $21,675 or approximately $.005 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (2,500,000 shares)
will be increased by $0.004 per share without any additional investment on her
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of

                                       10

$.02 per share) of $0.005 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.005 per share. After completion of the offering, the
existing shareholder will own 55.5% of the total number of shares then
outstanding, for which she will have made an investment of $12,500.00 or $.005
per share. Upon completion of the offering, the purchasers of these shares
offered hereby will own 44.5% of the total number of shares then outstanding,
for which they will have made a cash investment of $20,000.00, or $0.01 per
share.

The following table illustrates the per share dilution to the new investors:

     Public Offering Price Per Share                         $.01
     Net Tangible Book Value Prior to this Offering          $.001
     Net Tangible Book Value After Offering                  $.005
     Immediate Dilution per Share to New Investors           $.005

The following table summarizes the number and percentages of shares purchased,
the amount and percentage of consideration paid, and the average price per share
paid by our existing stockholder and by new investors in this offering:

                           Price Per  Total Number of  Percent of  Consideration
                             Share      Shares Held    Ownership       Paid
                             -----      -----------    ---------       ----

     Existing Shareholder    $.005       2,500,000        55.5       $12,500
     Investors in this
      Offering               $.01        2,000,000        44.5       $20,000

                              PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICER AND/OR DIRECTOR

This is a self-underwritten offering. This prospectus permits our officer and/or
director to sell the shares directly to the public, with no commission or other
remuneration payable to her for any shares she may sell. There are no plans or
arrangement to enter into any contracts or agreements to sell the shares with a
broker or dealer. Our officer/director, Ms. Lynn Briggs, will sell the shares
and intends to offer them to friends, relatives, acquaintances and business
associates. In offering the securities on our behalf, she will rely on the safe
harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.

Our officer /director will not register as a broker-dealer pursuant to Section
15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which
sets forth those conditions under which a person associated with an Issuer may
participate in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.

     a.   Our officer/director is not subject to a statutory disqualification,
          as that term is defined in Section 3(a)(39) of the Act, at the time of
          their participation; and,
     b.   Our officer/director will not be compensated in connection with her
          participation by the payment of commissions or other remuneration
          based either directly or indirectly on transaction in securities; and
     c.   Our officer/director is not, nor will she be at the time of her
          participation in the offering, an associated person of a
          broker-dealer; and
     d.   Our officer/director meets the conditions of paragraph (a)(4)(ii) of
          Rule 3a4-1 of the Exchange Act, in that she (A) primarily performs or
          is intended primarily to perform at the end of the offering,
          substantial duties for or on behalf of our company, other than in
          connection with transactions in securities; and (B) is not a broker or
          dealer, or been an associated person of a broker or dealer, within the
          preceding twelve months; and (C) has not participated in selling and
          offering securities for any Issuer more than once every twelve months
          other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii).

                                       11

Our officer/director, control person and affiliates of same do not intend to
purchase any shares in this offering.

TERMS OF THE OFFERING

The shares will be sold at the fixed price of $0.01 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.


This offering will commence on the effective date of the registration statement,
of which this prospectus is a part, and will continue for a period of 180 days
(the "Expiration Date"), unless extended by our Board of Directors for an
additional 90 days. If the board of directors votes to extend the offering for
the additional 90 days, a post-effective amendment to the registration statement
will be filed to notify subscribers and potential subscribers of the extended
offering period. Anyone who has subscribed to the offering prior to the
extension will be notified by the company that their money will be promptly
refunded prior to the expiration of the original offering unless they provide an
affirmative statement that they wish to subscribe to the extended offer.


DEPOSIT OF OFFERING PROCEEDS

This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
until the total amount of $20, 000 has been received. At that time, the funds
will be transferred to our business account for use in implementation of our
business plan. In the event the offering is not sold out prior to the Expiration
Date, all money will be promptly returned to the investors, without interest or
deduction. We determined the use of the standard bank account was the most
efficient use of our current limited funds. Please see the "Risk Factors"
section to read the related risk to you as a purchaser of any shares.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe to any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
money order made payable to Saguaro Resources, Inc. Subscriptions, once received
by the company, are irrevocable.

                            DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock,
with a par value of $0.0001 per share. As of June 30, 2009, there were 2,500,000
shares of our common stock of our common stock issued and outstanding that were
held by one (1) registered stockholder of record.

COMMON STOCK


The following is a summary of the material rights and restrictions associated
with our common stock.


The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. All shares of common stock now outstanding are fully paid for
and non-assessable and all shares of common stock which are the subject of this
offering, when issued, will be fully paid for and non-assessable. Please refer
to the Company's Articles of Incorporation, By-Laws and the applicable statutes
of the State of Delaware for a more complete description of the rights and
liabilities of holders of the Company's securities.

                                       12

NON-CUMULATIVE VOTING

The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holder of more than 50% of such outstanding
shares, voting for the election of director, can elect all of the directors to
be elected, if she so chooses, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 55.5 % of the
outstanding shares.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.


Abby L. Ertz, Esq. has passed upon the validity of the shares being offered and
certain other legal matters.


Stan J.H. Lee, CPA, our independent certified public accountant, has audited our
financial statements included in this prospectus and registration statement to
the extent and for the periods set forth in their audit report. Stan J.H. Lee,
CPA, has presented its report with respect to our audited financial statements.
The report of Stan J.H. Lee, CPA, is included in reliance upon their authority
as experts in accounting and auditing.

James W. McLeod, P. Geo. is our consulting geologist. Mr. McLeod is a consulting
professional geologist in the Geological Section and is a member in good
standing of the Association of Professional Engineers and Geoscientists in
British Columbia, Canada. Mr. McLeod's consent is attached to this prospectus as
an exhibit.

                           DESCRIPTION OF OUR BUSINESS

GENERAL INFORMATION

Saguaro Resources, Inc. was incorporated in Delaware on February 29, 2008 to
engage in the business of acquisition, exploration and development of natural
resource properties. Lynn Briggs was appointed sole officer/director of the
company and the Board voted to seek capital and begin development of our
business plan. We received our initial funding of $12,500 through the sale of
common stock to Ms. Briggs who purchased 2,500,000 shares of our Common Stock at
$0.005 per share on June 16, 2008.

We are an exploration stage company with no revenues or operating history. We
currently own a 100% undivided interest in the Sky 1-4 Mineral Claims located in
Esmeralda County, Nevada that we call the "Sky Property." We intend to conduct
mineral exploration activities on the Sky Property in order to assess whether it
contains any commercially exploitable mineral reserves. Currently there are no
known mineral reserves on the property. We have not earned any revenues to date,
and our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report prepared by James W. McLeod, P. Geo. dated June 20, 2008.

There is the likelihood of our mineral claims containing little or no economic
mineralization or reserves of silver, gold and other minerals. The Sky Property
consists of four contiguous, located, lode mineral claims, comprising a total of
82.64 acres and lies in the west central part of Nevada in the Lida Quadrangle,

                                       13

Esmeralda County, Nevada. The region is known for its historic production of
lode silver and gold. If our claims do not contain any reserves, all funds that
we spend on exploration will be lost. Even if we complete our current
exploration program and are successful in identifying a mineral deposit we will
be required to expend substantial funds on further drilling and engineering
studies before we will know if we have a commercially viable mineral deposit or
reserve.

We are presently in the exploration stage of our business and we can provide no
assurance that any commercially viable mineral deposit exist on our mineral
claims, that we will discover commercially exploitable levels of mineral
resources on our property, or, if such deposits are discovered, that we will
enter into further substantial exploration programs. Further exploration is
required before a final determination can be made as to whether our mineral
claims possess commercially exploitable mineral deposits. If our claims do not
contain any reserves, all funds that we spend on exploration will be lost.

ACQUISITION OF THE SKY MINERAL CLAIMS


In June, 2008, we purchased a 100% undivided interest in the Sky 1-4 Mineral
Claims for a price of $3,500 from Western Minerals, Inc. The claims are staked
and recorded in the name of Saguaro Resources, Inc. and are in good standing
until September 1, 2010. The company is required each year to apply to the
Bureau of Land Management to extend the claims for an additional year. The
company paid $40 to the Bureau of Land Management for the Maintenance Fee Waiver
Certification and also filed an Affadavit of Annual Assessment Work with
Esmeralda County and paid $46 in fees..

We engaged James W. McLeod, P. Geo. of Western Minerals, Inc., to prepare a
geological evaluation report on the Sky Property and paid him $3,500 for the
report. Mr. McLeod is a consulting professional engineer in the Geological
Section of the Association of Professional Engineers and Geoscientists of
British Columbia and a Fellow of the Geological Association of Canada. Mr.
McLeod attended the University of British Columbia and holds a Bachelor of
Science degree in geology.


The work completed by Mr. McLeod in preparing the geological report consisted of
a review of geological data from previous exploration within the region. The
acquisition of this data involved the research and investigation of historical
files to locate and retrieve data information acquired by previous exploration
companies in the area of the mineral claims.

We received the geological evaluation report on the Sky Property entitled
"Review and Recommendations, Sky 1-4 Mineral Claims, Lida Quadrangle 71/2'Map,
Esmeralda County, Nevada, USA" prepared by Mr. McLeod on June 20, 2008. The
geological report summarizes the results of the history of the exploration of
the mineral claims, the regional and local geology of the mineral claims and the
mineralization and the geological formations identified as a result of the prior
exploration. The geological report also gives conclusions regarding potential
mineralization of the mineral claims and recommends a further geological
exploration program on the mineral claims. The description of the Sky Property
provided below is based on Mr. McLeod's report.

                                       14





                       [MAP SHOWING THE PROPERTY LOCATION]




                                       15

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE


In addition to the state regulations, federal regulations require a yearly
maintenance fee to keep the claims in good standing. In accordance with Federal
regulations, the Sky Property is in good standing to September 1, 2010. A yearly
maintenance fee of $125 is required to be paid to the Bureau of Land Management
prior to the expiry date to keep the claims in good standing for an additional
year.




DESCRIPTION OF PROPERTY

The property owned by Saguaro Resources, Inc., on which the net proceeds of the
offering will be spent, is the Sky 1-4 Mineral Claims which is comprised of four
contiguous claims totaling 82.64 acres, located in the Lida Quadrangle,
Esmeralda County, Nevada, USA.

The Sky 1-4 mineral claim area is situated 22 airmiles south-southwest of the
Town of Goldfield, Nevada. The claims are motor vehicle accessible from the Town
of Goldfield by traveling 15 miles south along Highway 95 to the Lida
(Cottontail), Highway 266 junction that is then taken to the west for 15 miles
to a good gravel road traveling north from the highway. This road is taken 2
miles to the Sky 1-4 mineral claims.

The claims were recorded with the County and the Bureau of Land Management. We
have made a filing that discloses our intent to do field work and record it as
assessment work with the Bureau of Land Management, Reno, Nevada.

                                       16





                        [MAP SHOWING THE CLAIM LOCATION]




                                       17

CLIMATE AND GENERAL PHYSIOGRAPHY

The area experiences about 4" - 8" of precipitation annually of which about 10%
may occur as a snow equivalent this amount of precipitation suggests a climatic
classification of arid to semi-arid. The summers can experience hot weather,
middle 60's to 70's F(degree) average with high spells of 100+F(degree) while
the winters are generally more severe than the dry belt to the west and can last
from December through February. Temperatures experienced during mid-winter
average, for the month of January, from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).

The physiography of the Sky property is very low east-sloping terrain. The
general area with many broad open valleys and moderately high mountain ridges
hosts sagebrush and other desert plants on the low hill slopes.

The claim area ranges in elevation from 5,280' - 5,380' mean sea level. The
physiographic setting of the property can be described as open desert in a broad
valley within a mosaic of moderately rugged mountains on the west and east well
beyond the claim boundaries. The area has been surficially altered both by
fluvial and wind erosion and the depositional (drift cover) effects of
in-filling. Thickness of drift cover in the valleys may vary considerably.

INFRASTRUCTURE

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

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



REGIONAL GEOLOGY

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

                                       18





                       [MAP SHOWING THE REGIONAL GEOLOGY]




                                       19





                  [GRAPHIC LEGEND FOR THE REGIONAL GEOLOGY MAP]




                                       20

LOCAL GEOLOGY

The local geology about the Sky property which lies approximately 22 airmiles
south-southwest of Goldfield, Nevada is seen to occur in a basin-type area of
considerable length and width that is surrounded by rock exposure ridges and
ranges containing some fairly high peaks. This basin area appears to trend in
the direction of from NE of Lida, NV toward the SW of Goldfield, NV some 12-15
miles with an intervening bedrock ridge close to the southern and northern ends
of the basin. Near Lida there are a concentration of observed thrust faults
while on the Goldfield end there are more high angle faults. In the southern
area of the basin near Mount Jackson are observed arcuate-shaped faults and rock
unit contacts. It is felt that in an area expressing such noticeable structural
changes and relevant peripheral geology that the setting may have been conducive
to hydrothermal solutions offering mineralization.

PROPERTY GEOLOGY AND MINERALIZATION

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

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



EXPLORATION

Geophysics of the Sky 1-4 Mineral Claims

The aeromagnetic results shown in the following figure are from a survey after
U.S.G.S. map GP-753.

The Sky property is seen to lie in a covered basin area between two subtle
west-east trending magnetic "highs". There is not much change evident in
gradient in the claim area in this in-filled basin of unknown depth, but
possibly related to a structural feature that could reflect a rock contact or
alteration zone. Ground geophysical surveys may add more detail to our
understanding of the possible potential of the claim area.

                                       21





                    [MAP SHOWING THE AEROMAGNETIC RESULTS]




                                       22

DRILLING

No drilling appears to have taken place on the area covered by the Sky 1-4
Mineral Claims.

SAMPLE METHOD AND APPROACH

Standard sampling methods are utilized, for example a rock sample would be
acquired from the rock exposure with a hammer. The sample will be roughly
2"x2"x2" of freshly broken material. The sample grid location is recorded with a
global positioning system (GPS) that is marked in the logbook after a sample
number has been assigned. The sample number would be impressed on an aluminum
tag and on a flagging that will be affixed at the sample site for future
location.

RESULTS

As exploration work could be conducted and assessed, a decision would be made as
to its importance and priority. The next phase of work will be determined by the
results from the preceding one. At this point, it is necessary to suggest that a
two phase exploration approach be recommended.

SAMPLE PREPARATION, ANALYSES AND SECURITY

Our rock exposure samples would be taken with known grid relationships that have
been tied-in with a hand held global positioning system (GPS).

The samples would be in the possession of the field supervisor of the
exploration project.

The relatively new and proprietary method for sampling and analyses called
mobile metal ions (MMI) may be very useful in our exploration endeavors. The
samples in the desert climates are taken consistently from between 4" and 8" in
the soil layer below the organic zone. The samples undergo selective digestion
with subsequent analyses for the chosen metal package. The cost of taking the
MMI samples and the analyses are more expensive than standard method, but some
studied results have been encouraging. All analyses and assaying will be
carried-out in a certified laboratory.

DATA VERIFICATION

Previous exploration has not been conducted on this mineral claim area by the
geologist, but its good geological setting and interesting aeromagnetic data
encourages the recommendation to conduct exploration work on the property. The
geologist is confident any information included in his report is accurate and
can be utilized in planning further exploration work.

ADJACENT PROPERTIES

The Sky property does have immediately adjacent mineral properties staked about
them by un-related persons or parties.

MINERAL PROCESSING AND METALLURGICAL TESTING

No mineral processing or metallurgical testing analyses have been carried out on
the Sky Property.

MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

No mineralization has been encountered to date by geologist and no calculation
of any reliable mineral resource or reserve, conforming to currently accepted
standards, could be undertaken at this time.

                                       23

OTHER RELEVANT DATA AND INFORMATION


All relevant data and information concerning the Sky Property has been presented
in the geology report.


INTERPRETATION AND CONCLUSIONS

The object of the recommendations made in this report are to facilitate in the
possible discovery of a large, possibly lower grade mineral deposit of base
and/or precious metals or other minerals of economic consideration that have
open pit and/or underground mining potential. If such a deposit exists, it may
occur under the drift or overburden covered areas of the Sky 1-4 mineral claims.

RECOMMENDATIONS

The geologist believes that the known mineralization encountered to date in
neighboring areas is possibly indicative of a larger mineralized system in the
general area. The drift covered parts of the property offer a good exploration
target because of the possibility of mineralization, good geological setting and
generally a lack of exploration testing. Also, remote sensing such as
aeromagnetics may indicate possible exploration areas of interest within the Sky
1-4 mineral claims.


Detailed prospecting, mapping and reconnaissance MMI soil geochemical surveys of
the claim area should be undertaken if and when the Company is in a position to
do so. The following two phase exploration proposal and cost estimate is offered
with the understanding that consecutive phases are contingent upon positive and
encouraging results being obtained from each preceding phase:


PHASE 1

Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive.
The timeline for accomplishing this phase of fieldwork
including the turn-around time on analyses is approximately
two months                                                               $ 8,500

PHASE 2

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

                                    Total                                $18,000
                                                                         =======

COMPETITION

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

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

                                       24

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

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

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in the United States generally, and in Nevada specifically. We will also be
subject to the regulations of the Bureau of Land Management.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

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

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

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

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employee is our sole officer, Lynn Briggs, who currently devotes 4-5
hours per week to company matters and after receiving funding she plans to
devote as much time as the board of directors determines is necessary to manage
the affairs of the company. There are no formal employment agreements between
the company and our current employee.

                             DESCRIPTION OF PROPERTY

We do not currently own any property. We are currently operating out of the
premises of our President, Lynn Briggs on a rent free basis during our
exploration stage. The office is at 71 The Mead, Darlington, County Durham DL1
1EU, United Kingdom. We consider our current principal office space arrangement
adequate and will reassess our needs based upon the future growth of the
company.

                                LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.

                                       25

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the FINRA system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

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

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

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;
     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;
     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;
     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;
     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and
     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation.

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

     -    the bid and offer quotations for the penny stock;
     -    the compensation of the broker-dealer and its salesperson in the
          transaction;
     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and
     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

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

                                       26

REGULATION M

Our officer and director, who will offer and sell the Shares, is aware that She
is required to comply with the provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officers and directors, sales agents, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.

                           REPORT TO SECURITY HOLDERS

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

STOCK TRANSFER AGENT

The company's stock transfer agent is Columbia Stock Transfer.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We have generated no revenue since inception and have incurred $10,825 in
expenses through June 30, 2009.

The following table provides selected financial data about our company for the
period from the date of incorporation through June 30, 2009. For detailed
financial information, see the financial statements included in this prospectus.

                 Balance Sheet Data:       06/30/2009
                 -------------------       ----------

                 Cash                       $ 4,925
                 Total assets               $ 4,925
                 Total liabilities          $ 3,250
                 Shareholders' equity       $ 1,675


Other than the shares offered by this prospectus, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of this offering, our director has verbally
agreed to advance the company funds for minimal operating costs, completion of
the registration process, offering costs and reclamation of the property if
necessary.

                                PLAN OF OPERATION

GOING CONCERN

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.


Our current cash balance is $4,925. We believe our cash balance is sufficient to
fund our limited levels of operations until we receive funding. If we experience
a shortage of funds prior to funding we may utilize funds from our director, who
has informally agreed to advance funds to allow us to pay for minimal operating
costs, completion of the registration process and offering costs, however she
has no formal commitment, arrangement or legal obligation to advance or loan
funds to the company. She has also agreed to pay for reclamation costs in the
event we experience a shortage of funds during exploration and abandon the
claims. In order to achieve our business plan goals, we will need the funding
from this offering. We are an exploration stage company and have generated no
revenue to date. We have sold $12,500 in equity securities to pay for our
minimum level of operations.


                                       27

Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of gold,
silver and other minerals. There is the possibility that our claims do not
contain any reserves and funds that we spend on exploration will be lost. Even
if we complete our current exploration program and are successful in identifying
a mineral deposit, we will be required to expend substantial funds to bring our
claims to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.


Our plan of operation for the twelve months following the date of this
prospectus is to complete the first phase of the exploration program on our
claims consisting of geological mapping, soil sampling and rock sampling. In
addition to the $8,500 we anticipate spending for Phase 1 as outlined below, we
anticipate spending an additional $9,250 on professional fees, including fees
payable in connection with the filing of this registration statement and
complying with reporting obligations, and $ 2, 250 in general administrative
costs. Total expenditures over the next 12 months are therefore expected to be
approximately $20,000, which is the amount to be raised in this offering. If we
experience a shortage of funds prior to funding during the next 12 months, we
may utilize funds from our director, who has informally agreed to advance funds
to allow us to pay for professional fees, including fees payable in connection
with the filing of this registration statement, offering costs and operation
expenses, however, she has no formal commitment, arrangement or legal obligation
to advance or loan funds to the company. She has also agreed to pay for
reclamation costs in the event we experience a shortage of funds during
exploration and abandon the claims. We will require the funds from this offering
to proceed.


We engaged Mr. James W. McLeod, P. Geo., to prepare a geological evaluation
report on the Sky Property. Mr. McLeod's report summarizes the results of the
history of the exploration of the mineral claims, the regional and local geology
of the mineral claims and the mineralization and the geological formations
identified as a result of the prior exploration in the claim areas. The
geological report also gives conclusions regarding potential mineralization of
the mineral claims and recommends a further geological exploration program on
the mineral claims. The exploration program recommended by Mr. McLeod is as
follows:

PHASE 1

Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive.
The timeline for accomplishing this phase of fieldwork
including the turn-around time on analyses is approximately
two months                                                               $ 8,500

PHASE 2

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

                                    Total                                $18,000
                                                                         =======


If we are successful in raising the funds from this offering we plan to commence
Phase 1 of the exploration program on the claims in the spring of 2010. We have
a verbal agreement with James McLeod, the consulting geologist, who prepared the
geology report on our claims, to retain his services for our planned exploration
program. We expect this phase to take two weeks to complete and an additional
three months for the consulting geologist to receive the results from the assay
lab and prepare his report. If Phase 1 of the exploration program is successful,
we anticipate commencing Phase 2 in winter of 2010 or spring 2011. We expect
this phase to take three weeks to complete and an additional three months for
the consulting geologist to receive the results from the assay lab and prepare
his report.


                                       28

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.


We will require additional funding to proceed with any subsequent work on the
claims, we have no current plans on how to raise the additional funding. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the first phase of the
exploration program.


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.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated 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 property, and possible cost overruns
due to increases in the cost of services.


To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for the first
phase of our exploration program. We believe that the funds from this offering
will allow us to operate for one year.


We have no assurance that future financing will materialize. If that financing
is not available to us for the second phase of our exploration program we may be
unable to continue.

LIQUIDITY AND CAPITAL RESOURCES

To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus.


Our director has agreed to advance funds as needed until the offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon our exploration
program and there are no remaining funds in the company. While she has agreed to
advance the funds, the agreement is verbal and is unenforceable as a matter of
law.


The property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Sky 1-4 Mineral Claims. We have not carried out
any exploration work on the claims and have incurred no exploration costs.

We received our initial funding of $12,500 through the sale of common stock to
Lynn Briggs, our officer and director, who purchased 2,500,000 shares of our
common stock at $0.005 per share on June 16, 2008. From inception until the date
of this filing we have had no operating activities. Our financial statements
from inception through the year ended June 30, 2009 report no revenues and a net
loss of $10,825.

                                       29

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

The Company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probably reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated

Depreciation is removed from the appropriate accounts and the resultant gain or
loss is included in net income.

INCOME TAXES

The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires the Company to disclose, when
reasonably attainable, the fair market values of its assets and liabilities
which are deemed to be financial instruments. The Company's financial
instruments consist primarily of cash and certain investments.

INVESTMENTS

Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.

                                       30

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The name, age and title of our executive officer/director is as follows:

     Name and Address of Executive
       Officer and/or Director        Age                Position
       -----------------------        ---                --------

            Lynn Briggs               57       President, Secretary, Treasurer
            71 The Mead                        and Director
            Darlington,
            County Durham
            DL1 1EU
            United Kingdom

Lynn Briggs is the promoter of Saguaro Resources, Inc., as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933.

Ms. Briggs has no formal training as a geologist or in the technical or
managerial aspects of management of a mineral exploration company. Her prior
business experiences have primarily been in research and reporting and not in
the mineral exploration industry. Accordingly, we will have to rely on the
technical services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company. We do not have any employees who
have professional training or experience in the mining industry. We rely on
independent geological consultants to make recommendations to us on work
programs on our property, to hire appropriately skilled persons on a contract
basis to complete work programs and to supervise, review, and report on such
programs to us.

TERM OF OFFICE

Our director is appointed to hold office until the next annual meeting of our
stockholders or until her successor is elected and qualified, or until she
resigns or is removed in accordance with the provisions of the Delaware Revised
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board. The Board of Directors has no nominating, auditing
or compensation committees.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and/or director, Ms.
Lynn Briggs. Ms. Briggs currently devotes approximately 4-5 hours per week to
company matters. After receiving funding per our business plan Ms. Briggs
intends to devote as much time as the Board of Directors deem necessary to
manage the affairs of the company.

Ms. Briggs has not been the subject of any order, judgment, or decree of any
court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limited her from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any securities.

Ms. Briggs has not been convicted in any criminal proceeding (excluding traffic
violations) nor is she subject of any currently pending criminal proceeding.

                                       31

We conduct our business through agreements with consultants and arms-length
third parties. Currently, we have no formal consulting agreements in place. We
have a verbal arrangement with the consulting geologist currently conducting the
exploratory work on the Sky Property. We pay the consulting geologist the usual
and customary rates received by geologists performing similar consulting
services.

RESUME

Lynn Briggs - Ms. Briggs serves as President and Director of Saguaro Resources,
Inc. from 2008 to current. From 2006 to current, Ms. Briggs writes articles for
the Northern Echo, a newspaper located in Darlington, County Durham. From 2001
to current, she serves as a researcher for Mr. Mike Amos, a reporter with the
Northern Echo, Darlington, County Durham. Ms. Briggs was store supervisor from
1996-2000 for HMV Records in Strongsville, Ohio. She currently serves as
volunteer with the Royal Theatrical Fund, London from 2004 to current.

                             EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

Currently, Lynn Briggs, our officer and director, receives no compensation for
her services during the exploration stage of our business operations. She is
reimbursed for any out-of-pocket expenses that she incurs on our behalf. In the
future, we may approve payment of salaries for officers and directors, but
currently no such plans have been approved. We do not have any employment
agreements in place with our sole officer and director. We also do not currently
have any benefits, such as health or life insurance, available to our employees.

                           SUMMARY COMPENSATION TABLE



                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
- ------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
                                                                                 
Lynn Briggs,    2008     0         0           0            0          0            0             0         0
President,
CEO, CFO
and Director

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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

Lynn          0              0              0           0           0           0            0           0            0
Briggs


                                       32

                              DIRECTOR COMPENSATION



                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
                                                                              
Lynn Briggs         0         0           0            0                0               0            0


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

On June 16, 2008, a total of 2,500,000 shares of common stock were issued to
Lynn Briggs in exchange for cash in the amount of $12,500 or $0.005 per share.
The terms of this stock issuance was as fair to the company, in the opinion of
the board of director, as if it could have been made with an unaffiliated third
party.

Ms. Briggs currently devotes approximately 4-5 hours per week to manage the
affairs of the company. She has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

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

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of June 30, 2009 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.



                                                               Amount and Nature      Percentage of
                                                                 of Beneficial           Common
Title of Class     Name and Address of Beneficial Owner            Ownership             Stock(1)
- --------------     ------------------------------------            ---------             --------
                                                                             
Common Stock             Lynn Briggs, Director                     2,500,000               100%
                         71 The Mead                                 Direct
                         Darlington,
                         County Durham
                         DL1 1EU
                         United Kingdom

Common Stock             Officer and/or director as a Group        2,500,000               100%


HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK

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

                                       33

     person, the amount of shares outstanding is deemed to include the amount of
     shares beneficially owned by such person (and only such person) by reason
     of these acquisition rights. As a result, the percentage of outstanding
     shares of any person as shown in this table does not necessarily reflect
     the person's actual ownership or voting power with respect to the number of
     shares of common stock actually outstanding on June 30, 2009. As of June
     30, 2009, there were 2,500,000 shares of our common stock issued and
     outstanding.

FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 2,500,000 shares have been issued to the existing stockholder, all of
which are held by our sole officer/director and are restricted securities, as
that term is defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Act. Under Rule 144, such shares can be publicly sold,
subject to volume restrictions and certain restrictions on the manner of sale,
commencing six months after their acquisition. Any sale of shares held by the
existing stockholder (after applicable restrictions expire) and/or the sale of
shares purchased in this offering (which would be immediately resalable after
the offering), may have a depressive effect on the price of our common stock in
any market that may develop, of which there can be no assurance.


Our principal shareholder does not have any current plans to sell her shares
after this offering is complete.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Lynn Briggs is our sole officer/director. We are currently operating out of the
premises of Ms. Briggs on a rent-free basis for administrative purposes. There
is no written agreement or other material terms or arrangements relating to said
arrangement.

On June 16, 2008, the Company issued a total of 2,500,000 shares of common stock
to Lynn Briggs for cash at $0.005 per share for a total of $12,500.

As of June 30, 2009 Ms. Briggs had advanced the company funds in the amount of
$3,250. This loan is interest free and payable on demand.

We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so upon completion
of this offering and, in any event, prior to hiring any additional employees.

              DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.

In the event that a claim\ for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                              AVAILABLE INFORMATION


We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q and 8-K and other information with the Commission. Such


                                       34


reports, this registration statement and other information, may be inspected and
copied at the public reference facilities maintained by the Commission at 100 F
Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from
the Public Reference Section of the Commission's Washington, D.C. office at
prescribed rates. You may obtain information regarding the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also
maintains a Web site that contains reports, information statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov.


                              FINANCIAL STATEMENTS

The financial statements of Saguaro Resources, Inc. for the year ended June 30,
2009 and related notes, included in this prospectus have been audited by Stan
J.H. Lee, CPA, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our accountants.

                                       35

                             Stan Jeong-Ha Lee, CPA
              2160 North Central Rd Suite 203 * Fort Lee * NJ 07024
                  P.O. Box 436402 * San Ysidro * CA 92143-9402
               619-623-7799 * Fax 619-564-3408 * stan2u@gmail.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Saguaro Resources, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Saguaro Resources,  Inc. as of
June 30,  2009 and 2008 and the  related  statements  of  operation,  changes in
shareholders'  equity and cash flows for year ended June 30, 2009 and the period
from February 29, 2008 (inception) to June 30, 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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Saguaro Resources,  Inc. as of
June 30, 2009 and 2008,  and the results of its operation and its cash flows for
the year ended June 30, 2009 and period from  February 29, 2008  (inception)  to
June 30, 2008 in conformity with U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 6 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Stan J.H. Lee, CPA
- ---------------------------------
Stan J.H. Lee, CPA
Fort Lee, NJ 07024
July 12, 2009


          Registered with the Public Company Accounting Oversight Board
          Member of New Jersey Society of Certified Public Accountants

                                      F-1

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheet
- --------------------------------------------------------------------------------



                                                                    As of              As of
                                                                   June 30,           June 30,
                                                                     2009               2008
                                                                   --------           --------
                                                                                
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  4,925           $  5,750
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  4,925              5,750

OTHER ASSETS                                                             --                 --
                                                                   --------           --------

TOTAL OTHER ASSETS                                                       --                 --
                                                                   --------           --------

      TOTAL ASSETS                                                 $  4,925           $  5,750
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Advances from Officers                                           $  3,250           $    250
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                             3,250                250

      TOTAL LIABILITIES                                               3,250                250

STOCKHOLDERS' EQUITY
  Common stock, ($0.0001 par value, 100,000,000 shares
   authorized; 2,500,000 shares issued and outstanding
   as of June 30, 2009 and June 30, 2008                                250                250
  Additional paid-in capital                                         12,250             12,250
 Deficit accumulated during development stage                       (10,825)            (7,000)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                            1,675              5,500
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  4,925           $  5,750
                                                                   ========           ========



                        See Notes to Financial Statements

                                      F-2

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                             Statement of Operations
- --------------------------------------------------------------------------------



                                                                   February 29, 2008    February 29, 2008
                                                                     (inception)          (inception)
                                                Year Ended             through              through
                                                  June 30,             June 30,             June 30,
                                                    2009                 2008                 2009
                                                 ----------           ----------           ----------
                                                                                  
REVENUES
  Revenues                                       $       --           $       --           $       --
                                                 ----------           ----------           ----------
TOTAL REVENUES                                           --                   --                   --

GENERAL & ADMINISTRATIVE EXPENSES                     3,825                   --                3,825
                                                 ----------           ----------           ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES              (3,825)                  --               (3,825)
                                                 ----------           ----------           ----------
OTHER INCOME (EXPENSE)
  Impairement of Mining Rights                           --               (7,000)              (7,000)
                                                 ----------           ----------           ----------
TOTAL OTHER INCOME (EXPENSE)                             --               (7,000)              (7,000)
                                                 ----------           ----------           ----------

NET INCOME (LOSS)                                $   (3,825)          $   (7,000)          $  (10,825)
                                                 ==========           ==========           ==========

BASIC EARNINGS PER SHARE                         $    (0.00)          $    (0.00)
                                                 ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        2,500,000            2,500,000
                                                 ==========           ==========



                        See Notes to Financial Statements

                                      F-3

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                  Statement of changes in Shareholders' Equity
- --------------------------------------------------------------------------------



                                                                                             Deficit
                                                       Common Stock         Additional       During
                                                    -------------------       Paid-in      Development
                                                    Shares       Amount       Capital         Stage         Total
                                                    ------       ------       -------         -----         -----
                                                                                            
BALANCE, FEBRUARY 29, 2008 (INCEPTION)                   --      $   --      $     --      $      --       $     --

Commn stock issued, June 16, 2008                 2,500,000         250        12,250             --         12,500

Loss for the period beginning
 February 29, 2008 (inception)
 to June 30, 2008                                                                             (7,000)        (7,000)
                                                 ----------      ------      --------      ---------       --------

BALANCE, JUNE 30, 2008                            2,500,000         250        12,250         (7,000)         5,500
                                                 ==========      ======      ========      =========       ========

Loss for the fiscal year ended June 30, 2009                                                  (3,825)        (3,825)
                                                 ----------      ------      --------      ---------       --------

BALANCE, JUNE 30, 2009                            2,500,000      $  250      $ 12,250      $ (10,825)      $  1,675
                                                 ==========      ======      ========      =========       ========



                       See Notes to Financial Statements

                                      F-4

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                             Statement of Cash Flows
- --------------------------------------------------------------------------------



                                                                                      February 29, 2008    February 29, 2008
                                                                                        (inception)          (inception)
                                                                     Year Ended           through              through
                                                                       June 30,           June 30,             June 30,
                                                                         2009               2008                 2009
                                                                       --------           --------             --------
                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                    $ (3,825)          $ (7,000)            $(10,825)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Increase(Decrease) in Accounts payable and accrued liabilities
    Increase(Decrease) in Advance from Officers                           3,000                250                3,250
                                                                       --------           --------             --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES              (825)            (6,750)              (7,575)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                   --                250                  250
  Additional paid-in capital                                                 --             12,250               12,250
                                                                       --------           --------             --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                --             12,500               12,500
                                                                       --------           --------             --------

NET INCREASE (DECREASE) IN CASH                                            (825)             5,750                4,925

CASH AT BEGINNING OF YEAR                                                 5,750                 --                   --
                                                                       --------           --------             --------

CASH AT END OF YEAR                                                    $  4,925           $  5,750             $  4,925
                                                                       ========           ========             ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                             $     --           $     --             $     --
                                                                       ========           ========             ========
  Income Taxes                                                         $     --           $     --             $     --
                                                                       ========           ========             ========



                        See Notes to Financial Statements

                                      F-5

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                             June 30, 2009 and 2008
- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Saguaro  Resources,  Inc. (the "Company") was  incorporated on February 29, 2008
under the laws of the State of Delaware.  The Company's  activities to date have
been  limited  to  organization  and  capital.  The  Company  has  been  in  the
development stage since its formation and has not yet realized any revenues from
its planned operations.

The Company is primarily  engaged in the  acquisition  and exploration of mining
properties.  The  Company  has  acquired  Sky 1-4  mineral  claims  in the  Lida
Quadrangle  Area,  Esmeralda  County,  NV for  exploration  and has formulated a
business plan to investigate the possibilities of a viable mineral deposit.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company  reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.

USE OF ESTIMATES

Management   uses  estimates  and   assumptions  in  preparing  these  financial
statements in accordance with generally accepted  accounting  principles.  Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent  assets and liabilities,  and the reported revenues
and expenses.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

The Company  expenses all costs related to the  acquisition  and  exploration of
mineral  properties  in  which  it  has  secured  exploration  rights  prior  to
establishment  of proven and  probably  reserves.  To date,  the Company has not
established the commercial feasibility of any exploration prospects;  therefore,
all costs are being expensed.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization,  when appropriate, using both
straight-line  and declining  balance methods over the estimated  useful life of
the assets (five to seven years).  Expenditures  for maintenance and repairs are
charged to expense as incurred.  Additions, major renewals and replacements that
increase the property's  useful life are capitalized.  Property sold or retired,
together with the related accumulated

                                      F-6

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                             June 30, 2009 and 2008
- --------------------------------------------------------------------------------

Depreciation is removed from the appropriate  accounts and the resultant gain or
loss is included in net income.

INCOME TAXES

The Company  accounts  for its income  taxes in  accordance  with  Statement  of
Financial  Accounting  Standards No. 109,  "Accounting for Income Taxes".  Under
Statement  109,  a  liability  method is used  whereby  deferred  tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more  likely than not,  that the  Company  will not realize the tax assets
through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value  of  Financial  Instruments",  requires  the  Company  to  disclose,  when
reasonably  attainable,  the fair  market  values of its assets and  liabilities
which  are  deemed  to  be  financial   instruments.   The  Company's  financial
instruments consist primarily of cash and certain investments.

INVESTMENTS

Investments  that are  purchased in other  companies are valued at cost less any
impairment in the value that is other than temporary in nature.

PER SHARE INFORMATION

The Company  computes  per share  information  by dividing  the net loss for the
period  presented by the weighted  average number of shares  outstanding  during
such period.

NOTE 3 - PROVISION FOR INCOME TAXES

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

                                                           As of June 30, 2009
                                                           -------------------
     Deferred tax assets:
       Net Operating Loss                                       $10,825
       Other                                                         --
                                                                -------
       Gross deferred tax assets                                  4,330
       Valuation allowance                                       (4,330)
                                                                -------
       Net deferred tax assets                                  $    --
                                                                =======

                                      F-7

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                             June 30, 2009 and 2008
- --------------------------------------------------------------------------------

NOTE 4 - COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is not presently involved in any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.

NOTE 6 - GOING CONCERN

Future  issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its  operations  and  continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.

The  financial  statement of the Company have been  prepared  assuming  that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the  realization of assets and the  satisfaction  of liabilities in the
normal course of business.  The Company has incurred  cumulative net losses of $
10,825 since its inception and requires capital for its contemplated operational
and  marketing  activities  to  take  place.  The  Company's  ability  to  raise
additional capital through the future issuances of common stock is unknown.  The
obtainment of additional financing,  the successful development of the Company's
contemplated  plan  of  operations,  and  its  transition,  ultimately,  to  the
attainment  of profitable  operations  are necessary for the Company to continue
operations.  The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statement of the Company do not include any adjustments that may result from the
outcome of these aforementioned uncertainties.

NOTE 7 - RELATED PARTY TRANSACTIONS

Lynn  Briggs,  the sole  officer and director of the Company may, in the future,
become involved in other business  opportunities as they become available,  thus
she may face a conflict in selecting  between the Company and her other business
opportunities.  The Company has not  formulated a policy for the  resolution  of
such conflicts.

Lynn Briggs, the sole officer and director of the Company,  will not be paid for
any  underwriting  services  that she  performs  on behalf of the  Company  with
respect to the Company's  upcoming S-1  offering.  She will also not receive any
interest on any funds that she  advances to the  Company for  offering  expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.

NOTE 8 - STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of Statement of Financial  Accounting  Standards  123.  Transactions
with  employees'  stock issuance are in accordance  with  paragraphs  (16-44) of

                                      F-8

                             Saguaro Resources, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                             June 30, 2009 and 2008
- --------------------------------------------------------------------------------

Statement  of Financial  Accounting  Standards  123.  These  issuances  shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On June 16, 2008, the Company issued a total of 2,500,000 shares of common stock
to one  director  for cash in the  amount  of  $0.005  per  share for a total of
$12,500

As of June 30,  2009 and June 30,  2008,  the Company  had  2,500,000  shares of
common stock issued and outstanding.

NOTE 9 - STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2009 and June 30, 2008:

Common  stock,  $ 0.0001 par value:  100,000,000  shares  authorized;  2,500,000
shares issued and outstanding.

NOTE 10 - MINERAL CLAIMS

On June 20, 2008,  the Company  acquired a 100%  interest in the Sky 1-4 Mineral
Claims located in the Lida Quadrangle Area, Esmeralda County,  Nevada. No proven
or probable  reserves on the  property  have been  established.  The cost of the
Mineral Rights was impaired 100% as of June 30, 2008.

                                      F-9





                      DEALER PROSPECTUS DELIVERY OBLIGATION

"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."





                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated costs of this offering are as follows:

                       Expenses(1)                      US($)
                       -----------                    ---------

                 SEC Registration Fee                 $    1.12
                 Legal and Professional Fees          $1,500.00
                 Accounting and Auditing              $4,000.00
                 Printing of Prospectus               $  498.88
                                                      ---------
                 TOTAL                                $6,000.00
                                                      =========
- ----------
(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Saguaro Resources, Inc.'s By-Laws allow for the indemnification of the officers
and directors in regard to their carrying out the duties of their offices. The
board of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law.

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Saguaro Resources, Inc., we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.

On June 16, 2008, the Company issued a total of 2,500,000 shares of common stock
to Lynn Briggs for cash at $0.005 per share for a total of $12,500.

These securities were issued in reliance upon the exemption contained in Section
4(2) of the Securities Act of 1933. These securities were issued to a promoter
of the company and bear a restrictive legend.

ITEM 16.   EXHIBITS.

The following exhibits are included with this registration statement:


     Exhibit
     Number                         Description
     ------                         -----------

       3.1         Certificate of Incorporation (Previously filed)
       3.2         Bylaws (Previously filed)
       5.1         Opinion re: Legality and Consent of Counsel
      23.1         Consent of Independent Auditor
      99.2         Subscription Agreement


                                      II-1

ITEM 17. UNDERTAKINGS

a.   The undersigned registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          i.   To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;
          ii.  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.
          iii. To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     4.   That, for the purpose of determining liability under the Securities
          Act of 1933 to any purchaser:

          i.   If the registrant is relying on Rule 430B (230.430B of this
               chapter):

               A.   Each prospectus filed by the registrant pursuant to Rule
                    424(b)(3)shall be deemed to be part of the registration
                    statement as of the date the filed prospectus was deemed
                    part of and included in the registration statement; and
               B.   Each prospectus required to be filed pursuant to Rule
                    424(b)(2), (b)(5), or (b)(7) as part of a registration
                    statement in reliance on Rule 430B relating to an offering
                    made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
                    purpose of providing the information required by section
                    10(a) of the Securities Act of 1933 shall be deemed to be
                    part of and included in the registration statement as of the
                    earlier of the date such form of prospectus is first used
                    after effectiveness or the date of the first contract of
                    sale of securities in the offering described in the
                    prospectus. As provided in Rule 430B, for liability purposes
                    of the issuer and any person that is at that date an
                    underwriter, such date shall be deemed to be a new effective
                    date of the registration statement relating to the
                    securities in the registration statement to which that
                    prospectus relates, and the offering of such securities at
                    that time shall be deemed to be the initial bona fide
                    offering thereof. Provided, however, that no statement made
                    in a registration statement or prospectus that is part of
                    the registration statement or made in a document
                    incorporated or deemed incorporated by reference into the

                                      II-2

                    registration statement or prospectus that is part of the
                    registration statement will, as to a purchaser with a time
                    of contract of sale prior to such effective date, supersede
                    or modify any statement that was made in the registration
                    statement or prospectus that was part of the registration
                    statement or made in any such document immediately prior to
                    such effective date; or

          ii.  If the registrant is subject to Rule 430C, each prospectus filed
               pursuant to Rule 424(b) as part of a registration statement
               relating to an offering, other than registration statements
               relying on Rule 430B or other than prospectuses filed in reliance
               on Rule 430A, shall be deemed to be part of and included in the
               registration statement as of the date it is first used after
               effectiveness. Provided, however, that no statement made in a
               registration statement or prospectus that is part of the
               registration statement or made in a document incorporated or
               deemed incorporated by reference into the registration statement
               or prospectus that is part of the registration statement will, as
               to a purchaser with a time of contract of sale prior to such
               first use, supersede or modify any statement that was made in the
               registration statement or prospectus that was part of the
               registration statement or made in any such document immediately
               prior to such date of first use.

     5.   That, for the purpose of determining liability of the registrant under
          the Securities Act of 1933 to any purchaser in the initial
          distribution of the securities: The undersigned registrant undertakes
          that in a primary offering of securities of the undersigned registrant
          pursuant to this registration statement, regardless of the
          underwriting method used to sell the securities to the purchaser, if
          the securities are offered or sold to such purchaser by means of any
          of the following communications, the undersigned registrant will be a
          seller to the purchaser and will be considered to offer or sell such
          securities to such purchaser:

          i.   Any preliminary prospectus or prospectus of the undersigned
               registrant relating to the offering required to be filed pursuant
               to Rule 424;
          ii.  Any free writing prospectus relating to the offering prepared by
               or on behalf of the undersigned registrant or used or referred to
               by the undersigned registrant;
          iii. The portion of any other free writing prospectus relating to the
               offering containing material information about the undersigned
               registrant or its securities provided by or on behalf of the
               undersigned registrant; and
          iv.  Any other communication that is an offer in the offering made by
               the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.

In the event that a claims for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.

                                      II-3

                                   SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Darlington,
County Durham on October 30, 2009.


                                         Saguaro Resources, Inc., Registrant


                                         By: /s/ Lynn Briggs
                                             -----------------------------------
                                             Lynn Briggs, President, Secretary,
                                             Treasurer, Chief Executive Officer,
                                             Chief Financial Officer and
                                             Principal Accounting Officer and
                                             Sole Director

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.




                                                                  


/s/ Lynn Briggs                     Chief Executive Officer             October 30, 2009
- ---------------------------         -----------------------             ----------------
Lynn Briggs                                 Title                             Date


/s/ Lynn Briggs                     Chief Financial Officer             October 30, 2009
- ---------------------------         -----------------------             ----------------
Lynn Briggs                                 Title                             Date


/s/ Lynn Briggs                     Principal Accounting Officer        October 30, 2009
- ---------------------------         ----------------------------        ----------------
Lynn Briggs                                 Title                             Date



                                      II-4

EX-5.1

                                                                     Exhibit 5.1

                       [LETTERHEAD OF THE ERTZ LAW GROUP]



October 27, 2009

United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549

Re:  Legal  Opinion  Pursuant to Sec Form S-1  Registration  Statement - Saguaro
     Resources, Inc. (The "Company"), a Delaware Corporation

Ladies and Gentlemen:

I have  acted as special  counsel  to the  Company  for the  limited  purpose of
rendering this opinion in connection with the Registration Statement on Form S-1
and the Prospectus included therein (collectively the "Registration  Statement")
which is being  filed with the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended (the "Act") with respect to the  registration
and proposed sale of up to 2,000,000  shares of Common Stock,  par value $0.0001
per  share,  which  may be sold at a price of $0.01  per  share,  pursuant  to a
resolution  of the Board of  Directors  dated  July 14,  2009  authorizing  such
issuance.

I was not  engaged to prepare  any portion of the  Registration  Statement,  and
although I have reviewed the Registration  Statement for the purposes of writing
the  opinions  contained  herein,  I express no opinion  as to the  accuracy  or
adequacy of the disclosure contained in the Registration Statement.

In my capacity as special counsel to the Company,  I have examined  instruments,
documents, and records, which I have deemed relevant and necessary for the basis
of my opinion,  including,  but not limited to, the Certificate of Incorporation
of the  Company,  the  By-Laws of the  Company,  and the  records  of  corporate
proceedings  relating to the issuance of Shares.  Additionally,  I have reviewed
and made such other  examinations  of law and fact as I have deemed  relevant to
form the opinion hereinafter expressed.

I have examined such documents in light of the  applicable  laws of the State of
Delaware,  including the Delaware  Constitution,  all  applicable  provisions of
Delaware statutes, and reported judicial decisions interpreting those laws.

In such examinations, I have assumed:

     (a)  the legal capacity of all natural persons;

     (b)  the  authenticity  and  completeness of all  instruments  presented as
          original documents;

     (c)  the conformity to the authentic originals of all documents supplied to
          me as certified or photostatic or faxed copies;

     (d)  the genuineness of all signatures; and

     (e)  the   truth,   accuracy,   and   completeness   of  the   information,
          representations,  and warranties contained in the records,  documents,
          instruments, and certificates I have reviewed.

In conducting  my  examination  of documents  executed by parties other than the
Company,  I have  assumed that such  parties had the power,  corporate,  limited
liability company or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,  corporate,
limited  liability  company or other, and the due execution and delivery by such
parties of such  documents  and that,  to the extent such  documents  purport to
constitute  agreements,  such documents constitute valid and binding obligations
of such parties.

Based upon and subject to the  foregoing,  I make the  following  opinion on the
legality of the securities being registered. I am of the opinion that:

     1.   The Company is a  corporation  duly  authorized  and validly  existing
          under  the laws of the  State of  Delaware,  with  corporate  power to
          conduct its business as described in the Registration Statement.

     2.   The Company has an authorized  capitalization of 100,000,000 shares of
          Common Stock, $0.0001 par value and no shares of Preferred Stock.

     3.   The 2,000,000  shares that are being offered by the Company,  upon the
          due execution by the Company and the  registration by its registrar of
          such shares,  the sale thereof by the Company in  accordance  with the
          terms of the Registration Statement and after the effectiveness of the
          Registration Statement,  and the receipt of consideration therefore in
          accordance with the terms of the Registration  Statement,  such shares
          will be duly and validly issued, fully paid and non-assessable.

This  opinion  letter is limited to the status of shares to be issued  under the
Registration Statement,  and no opinion is implied or may be inferred beyond the
matters expressly stated.


///


///


///

I hereby  consent to the filing of this  opinion  with the U.S.  Securities  and
Exchange  Commission  as an Exhibit  to the  Registration  Statement  and to the
reference to this firm under the heading "Experts" in the Prospectus.  In giving
this consent,  I do not hereby admit that I am an "Expert" under the Act, or the
rules and regulations of the SEC issued thereunder,  with respect to any part of
the  Registration  Statement,  including this exhibit.  Further,  in giving this
consent I do not admit that I come within the category of persons  whose consent
is required  under Section 7 of the Act or the rules and  regulations of the SEC
promulgated therein or Item 509 of Regulation S-K.

Very Truly Yours,

THE ERTZ LAW GROUP


/s/ Abby L. Ertz, Esq.
- ---------------------------------
Abby L. Ertz, Esq.

EX-23.1

                                                                    Exhibit 23.1

                             Stan Jeong-Ha Lee, CPA
              2160 North Central Rd Suite 203 * Fort Lee * NJ 07024
                  P.O. Box 436402 * San Ysidro * CA 92143-9402
               619-623-7799 * Fax 619-564-3408 * stan2u@gmail.com



To Whom It May Concern:

The firm of Stan J.H.  Lee, CPA consents to the  inclusion of our report of July
12, 2009 on the audited financial  statements of Saguaro  Resources,  Inc. as of
June 30, 2009 and 2008,  in FORM S-1/A  Amendment #1 filings that is to be filed
with the U.S. Securities and Exchange Commission on or around October 30, 2009

Very truly yours,


/s/ Stan J.H. Lee, CPA
- ---------------------------------
Stan J.H. Lee, CPA
Fort Lee, NJ 07024
October 30, 2009

EX-99.2

                                                                    Exhibit 99.2

                             SUBSCRIPTION AGREEMENT
                                       FOR
                             SAGUARO RESOURCES, INC.

                          COMMON STOCK ($.01 PER SHARE)

Persons  interested in purchasing common stock of Saguaro Resources, Inc. must
complete and return this Subscription  Agreement along with their check or money
order payable to: Saguaro Resources, Inc. ("the Issuer" and "the Company").

Subject  only  to  acceptance  hereof  by the  Issuer,  in its  discretion,  the
undersigned  hereby  subscribes  for the  number  of  common  shares  and at the
aggregate subscription price set forth below.

An accepted  copy of this  Agreement  will be returned  to the  Subscriber  as a
receipt,  and the physical stock  certificate will be delivered to each Investor
within thirty (30) days of the Close of this Offering.

     SECURITIES OFFERED - The Company is offering a total of 2,000,000 shares of
its  common  stock  (par  value  $.0001 per share) at a price of $.01 per share.
There is no minimum subscription amount.

     SUBSCRIPTION - In connection with this subscription the undersigned  hereby
subscribes to the number of common shares shown in the following table.

NUMBER OF COMMON SHARES = ___________________

Multiply by Price of Shares x $.01 per Share

Aggregate Subscription Price = $___________________

Check or money order shall be made payable to Saguaro Resources, Inc.

In connection  with this  investment in the Company,  I represent and warrant as
follows:

a)   Prior to  tendering  payment for the shares,  I received a copy of and read
     your prospectus dated ______________, 200___.

b)   I am a bona fide resident of the state of  ________________________________
     or ______ a non-US resident.

c)   The Issuer and the other  purchasers  are relying on the truth and accuracy
     of the  declarations,  representations  and  warranties  herein made by the
     undersigned.  Accordingly, the foregoing representations and warranties and
     undertakings  are made by the undersigned  with the intent that they may be
     relied upon in determining  his/her  suitability  as a purchaser.  Investor
     agrees  that  such   representations   and  warranties  shall  survive  the
     acceptance of Investor as a purchaser.

Please register the Shares, which I am purchasing in the following name(s):


- --------------------------------------------------------------------------------

As (check one)

__Individual        __Tenants in Common                   __Existing Partnership
__Joint Tenants     __Corporation                         __Trust
__IRA               __Minor with adult custodian under
                      the Uniform Gift to Minors Act

For the person(s) who will be registered shareholder(s):


- --------------------------------            --------------------------------
Signature of Subscriber                     Signature of Co-Subscriber

- --------------------------------            --------------------------------
Name of Subscriber (Printed)                Name of Co-Subscriber (Printed)

- --------------------------------            --------------------------------
Address                                     Address of Co-Subscriber

- --------------------------------            --------------------------------
Address                                     Address of Co-Subscriber

- --------------------------------            --------------------------------
Subscriber Tax I.D. or                      Co-Subscriber Tax I.D. or
Social Security Number                      Social Security Number


ACCEPTED BY:  Saguaro Resources, Inc., a Delaware Corporation


By: _____________________________   Date: ______________________________
    Officer

CORRESP

                             SAGUARO RESOURCES, INC.
                                   71 The Mead
                Darlington, County Durham DL1 1EU United Kingdom
            Telephone 011-44-1325-251918 Facsimile 011-44-7006-050347
                           saguaroresources@yahoo.com


October 30, 2009

Mr. H. Roger Schwall, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549

Re: Saguaro Resources, Inc.
    Registration Statement on Form S-1
    Filed September 28, 2009
    File Number: 333-162168

Dear Mr. Schwall:

Thank you for your assistance with our filing. We have amended our filing in
response to your comments and provide this cover letter to assist you in your
further review.

GENERAL

     1.   We have marked the amendment where changes were made and to the extent
          necessary we have made corresponding revisions throughout the
          document.

     2.   We have removed the technical report as Exhibit 99.1.

PROSPECTUS COVER PAGE

     3.   We have revised the filing to clarify that we will return the
          subscriber funds prior to the date upon which the original offering
          would terminate unless we receive an affirmative statement from the
          subscriber that they wish to subscribe to the extended offering.

     4.   We have revised the disclosure to clarify any circumstance in which we
          may not be able to return the subsciber funds.

RISK FACTORS, PAGE 4

     5.   We have removed the disclosure regarding the geological report.

     6.   We have added a risk factor to address the fact that Lynn Briggs will
          own 55.5% of the outstanding shares after the offering is completed.

RISKS ASSOCIATED WITH OUR COMPANY, PAGE 4

     7.   We have added a risk factor to address the fact that our sole officer
          and director resides outside of the United States.

IF WE DISCOVER COMMERCIAL RESERVES OR PRECIOUS METALS ON OUR MINERAL
PROPERTY...., PAGE 7

     8.   We have revised the risk factor to present the risk of dilution under
          a separate risk factor heading.

USE OF PROCEEDS, PAGE 9

     9.   We have revised the disclosure throughout the document for consistency
          in the use of proceeds and plans over the next twelve months.

     10.  We have revised the disclosure throughout the document to disclose
          that she has agreed to pay for expenses related to the registration
          process, the offering, minimal operating costs and the cost of
          reclamation of the property in the event the company does not have the
          funds.

TERMS OF THE OFFERING, PAGE 11

     11.  We have revised the section of disclose that the offering will
          commence on the date of the effectiveness of our registration
          statement.

DESCRIPTION OF SECURITIES, PAGE 12

     12.  We have removed any suggestion that our prospectus does not contain
          all material information.

INTERESTS OF NAMED EXPERTS AND COUNSEL, PAGE 12

     13.  We have removed the language "and is representing us in connection
          with the offering".

DESCRIPTION OF OUR BUSINESS, PAGE 13

ACQUISITION OF THE SKY MINERAL CLAIMS, PAGE 13

     14.  We have disclosed that the mineral claims were acquired from Western
          Minerals, Inc. for $3,500. There is no agreement to be filed as an
          exhibit.

     15.  We have revised to disclose that we acquired the mineral claims from
          James McLeod of Western Minerals, Inc. for $3,500. We then engaged Mr.
          McLeod to prepare the geology report for an additional $3,500.

     16.  We have updated the disclosure to state the claims are in good
          standing until September 2010. The company paid $40 to the Bureau of
          Land Management for the Maintenance Fee Waiver Certification and also
          filed an Affadavit of Annual Assessment Work with Esmeralda County and
          paid $46 in fees.

GLOSSARY, PAGE 16

     17.  We have removed the glossary.

                                       2

PROPERTY HISTORY

     18.  We have removed the section entitled "Property History" and the
          references to nearby mineral properties and prior exploration in the
          general area of our property. We have also removed the references on
          pages 22 and 24. Our claims are not in the Tonopah District and any
          references to that have been removed.

RECOMMENDATIONS, PAGE 25

     19.  We have corrected to state we have a two phase exploration program.

FUTURE SALES BY EXISTING SHAREHOLDERS, PAGE 35

     20.  We have revised to clarify that our principal shareholder does not
          have any plans to sell her shares after the offering is complete.

AVAILABLE INFORMATION, PAGE 36

     21.  We have removed the reference to proxy statements.

     22.  We have corrected the address for the Securities and Exchange
          Commission.

EXHIBIT 5.1

     23.  Ms. Ertz has provided us with a corrected legal opinion which has been
          filed with the amendment as Exhibit 5.1. We have also filed a
          corrected subscription agreement as Exhibit 99.2.

     24.  Ms. Ertz has revised the legal opinion to state she has reviewed the
          registration statement.

Very truly yours,


/s/ Lynn Briggs
- ---------------------------------
Lynn Briggs, President


cc: John P. Lucas