Element92 Resources Corp. (Form: S-1, Received: 07/10/2008 12:00:22)

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

FORM S-1
SEC File #

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Element92 Resources Corporation
( Exact name of registrant as specified in its charter )

Wyoming	10949905	20-8531222
( State or other jurisdiction of	( Primary Standard Industrial	( I.R.S. Employer Identification
incorporation or organization)	Classification Code Number )	No. )

2510 Warren Avenue
Cheyenne, Wyoming, 82001
Telephone 518-638-8192

( Address and telephone number off principal executive offices and principal place of business )

2510 Warren Avenue
Cheyenne, Wyoming, 82001
Telephone 518-638-8192
( Name and Address of Agent for Service )

Copies to:
Christopher Dieterich
Dieterich & Mazarei, LP
11300 West Olympic Blvd., Suite 800
Los Angeles, California 90064

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement, as shall be determined by the selling stockholders identified herein.

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. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 small reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

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

CALCULATION OF REGISTRATION FEE

		PROPOSED	PROPOSED
TITLE OF EACH CLASS OF	AMOUNT TO BE	MAXIMUM	MAXIMUM	AMOUNT OF
SECURITIES TO BE REGISTERED	REGISTERED	OFFERING PRICE	AGGREGATE	REGISTRATION
		PER SHARE (1)	OFFERING PRICE	FEE (2)


Common Stock Par Value $0.001	4,552,000	$0.10	$455,200	$17.89

(1)	Based on the last sale price.

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of 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 COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

SUBJECT TO COMPLETION, Dated __________ , 2008

PROSPECTUS
ELEMENT92 RESOURCES CORP.
4,552,000 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.

___________

The purchase of the securities offered through this prospectus involves a high degree of risk. See Section Entitled “Risk Factors” on pages 8-18.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is 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 or sale is not permitted.

The selling shareholders will sell their shares at $0.10 per share until the Company’s shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that the shares will be quoted on the OTC Bulletin Board.

Neither the 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 Date of This Prospectus Is: _____________, 2008

TABLE OF CONTENTS

Title		Page

Summary		5
Risk Factors		7
Forward-Looking Statements		17
Use of Proceeds		18
Determination of Offering Price		18
Dilution		18
Selling Security Holders		18
Plan of Distribution		20
Description of Securities		22
Interest of Named Experts and Counsel		23
Description of Business		23
Description of Property		27
Legal Proceedings		31
Market for Common Equity and Related Stockholder Matters		31
Plan of Operations		33
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		34
Directors, Executive Officers, Promoters and Control Persons		34
Executive Compensation		36
Security Ownership of Certain Beneficial Owners and Management		37
Certain Relationships and Related Transactions		38
Disclosure of Commission Position of Indemnification for Securities Act Liabilities		38
Information Not Required in Prospectus		39
Recent Sale of Unregistered Securities		42

Index to Financial Statements		47
Financial Statements		52

Exhibits List		61

SUMMARY

Prospectus Summary This summary highlights information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Accordingly, you are urged to carefully review this prospectus in its entirety, including the risks of investing in our securities discussed under the caption “Risk Factors” and the financial statements and other information that is incorporated by reference into this prospectus before making an investment decision. Except as otherwise specifically noted, all references in this prospectus to the “Company,” “we,” “us” and “our” refer to Element92 Resources Corporation, a Wyoming corporation.

Summary Information about Element92 Resources Corp. We were incorporated in the State of Wyoming as a for-profit company on September 1, 2005 and established a fiscal year at the end of March 31. Element92 Resources was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security. On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State changing our name to Element92 Resources Corp. and increasing our authorized capital to 100,000,000 common shares. Element92 Resources Corp. ("E92R" or the “Company”) is a start-up, exploration stage company engaged in the search for commercially viable minerals. E92R has optioned 14 mineral claims in the Province of Quebec, Canada. We have no property other than an option to acquire the claims. There is no assurance that a commercially viable mineral deposit, a reserve, exists on our claims or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility. E92R will proceed only if minerals are found and their extraction be deemed economically feasible. As of the date of this prospectus, we have spent no funds on research and exploration of the claims.

Our plan is to initiate the exploration phase of our business plan. Our business office is located at 2510 Warren Avenue, Cheyenne, Wyoming, 82001. Our fiscal year end is March 31. As of March 31, 2008, E92R had raised $78,200 through the sale of common stock. There is $40,000 of cash on hand and in the corporate bank account. E92R currently has outstanding liabilities of $14,150 for expenses accrued during the start-up of the corporation and $20,000 payable to the optionor of the 14 mineral claims noted in the previous paragraph, due by April 1, 2009 (Summary Information about Element92 Resources Corp.). As of the date of this prospectus, we have not yet generated or realized any revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of E92R filed with this prospectus.

This summary provides an overview of selected information contained in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements.

The Offering :

Securities Being Offered Up to 4,552,000 shares of common stock.

Offering Price The selling shareholders will sell their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that our shares will be quoted on the OTC Bulletin Board. We determined this offering price based upon the price of the last sale of our common stock to investors.

Terms of the Offering The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.

Termination of the Offering The offering will conclude when all 4,552,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares.

Securities Issued and to be Issued 7,552,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.

Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Risk Factors

For a discussion of some of the risks you should consider before purchasing shares of our common stock, you are urged to carefully review and consider the section entitled “Risk Factors” beginning on page 8 of this prospectus.

Private Placement

On March 20, 2007, we initiated a private placement offering of an aggregate of up to 1,000,000 common shares, of which, 782,000 common shares were purchased at a price of $0.10 per share. The offering raised net proceeds to the Company of $78,200. No legal, accounting, consulting or finders fees relating to the offering were paid.

Summary Financial Information

Balance Sheet
		March 31, 2008		March 31, 2007
		(audited)		(unaudited)
Cash	$	56,013	$	150.00
Total Assets	$	56,013	$	150.00
Liabilities	$	14,150	$	2,150.00
Total Stockholders’ Equity	$	53,863	$	2,833.00

Statement of Operations		From Incorporation on
		From Incorporation on
		September 1, 2005 to March 31, 2008
		( unaudited )

Revenue	$	0
Net Loss and Deficit	$	106,837

RISK FACTORS

An investment in our common stock involves a number of risks. These risks include those described in this confidential private placement memorandum and others we have not anticipated or discussed. Before you purchase the Securities you should carefully consider the information about risks identified below, as well as the information about risks stated in other parts of this memorandum and in our filings with the Commission that we have incorporated by reference in this memorandum. Any of the risks discussed below or elsewhere in this memorandum or in our Commission filings, and other risks we have not anticipated or discussed, could have a material impact on our business, results of operations, and financial condition. As a result, they could have an impact on our ability to pay any amounts due with respect to the Securities, or our stock price.

Prior to investing in the shares, and assuming an aftermarket of these shares develops, an investor should consider carefully the following risks and highly speculative factors, which may affect our business. In analyzing this registration, prospective investors should carefully read and consider, among other factors, the following:

Risks Related to Our Business

Investment in our common stock involves very significant risks.

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of the Company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following known material risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

We will require additional financing in order to commence and sustain exploration.

We will require significant additional financing in order to maintain an exploration program and an assessment of any commercial viability of our mineral properties. As our mineral properties do not contain any reserves or any known body of economic mineralization, we may not discover commercially exploitable quantities of ore on our mineral properties that would enable us to enter into commercial production, achieve revenues, and recover the money we spend on exploration. Exploration activities on our mineral properties may not be commercially successful, which could lead us to abandon our plans to develop the property and its investments in exploration. Additionally, future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of uranium. Further, debt financing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations.

We have not begun the initial stages of exploration of our claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully.

We are a new entrant into the uranium minerals exploration and development industry without a profitable operating history. We were incorporated on September 1, 2005 and to date, have been involved primarily in organizational activities and obtaining our claims. As a result, there is only

limited historical financial and operating information available on which to base your evaluation of our performance. We have not earned any revenues and we have never achieved profitability as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks our business will likely fail and you will lose your entire investment in this offering.

We have received a going concern opinion from our independent auditors report accompanying our March 31, 2007 and March 31, 2008 financial statements.

The independent auditor's report accompanying our March 31, 2007 and March 31, 2008 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a ‘going concern,’” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business will be materially and adversely affected and our shareholders will lose their entire investment.

We plan to acquire additional mineral exploration properties, which may create substantial risks.

As part of our growth strategy, we intend to acquire additional minerals exploration properties. Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce revenues at anticipated levels, or failure to develop such prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Further, acquisitions could disrupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

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

If the initial results of an exploration program are successful, we may try to enter a joint venture agreement with a partner for further exploration and possible production of our claims. We would face competition from other junior mineral resource exploration companies who have properties that they deem to be the most attractive in terms of potential return and investment cost. In addition, if we enter into a joint venture agreement, we would likely assign a percentage of our

interest in the claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may fail and you will lose your entire investment in this offering.

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

Exploration for minerals is a speculative venture necessarily involving substantial risk. We can provide investors with no assurance that our claims contain commercially exploitable reserves. The exploration work that we intend to conduct on the claims may not result in the discovery of commercial quantities of uranium or other minerals. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and you would lose your entire investment in this offering.

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

The search for valuable minerals involves numerous hazards. 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. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets resulting in the loss of your entire investment in this offering.

The potential profitability of mining uranium properties if economic quantities of Uranium are found is dependent upon many factors and risks beyond our control, including, but not limited to:

unanticipated ground and water conditions and adverse claims to water rights;
geological problems;
metallurgical and other processing problems;
the occurrence of unusual weather or operating conditions and other force majeure events;
lower than expected ore grades;
accidents;
delays in the receipt of or failure to receive necessary government permits;
delays in transportation;
labor disputes;
government permit restrictions and regulation restrictions;
unavailability of materials and equipment; and
the failure of equipment or processes to operate in accordance with specifications or expectations

The risks associated with exploration and development and, if applicable, mining as described above could cause personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. We are not currently engaged in mining operations because we are in the exploration phase and have not yet any proved uranium reserves. We do not presently carry property or liability insurance nor do we expect to get such insurance for the foreseeable future. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances.

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

Access to the claims may be restricted to the period between March and November of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property may be limited to these months of the year when weather permits such activities. These limitations can result in delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our inability to meet deadlines for exploration expenditures as. This could cause our business venture to fail and the loss of your entire investment in this offering unless we can meet deadlines.

The uranium exploration and mining industry is highly competitive and there is no assurance that we will be successful in acquiring additional claims or leases.

The uranium exploration and mining industry is intensely competitive and we compete with other companies that have greater resources. Many of these companies not only explore for and produce uranium, but also market uranium and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive uranium properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low uranium market prices. Our larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing uranium properties.

The marketability of natural resources will be affected by numerous factors beyond our control.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in commodity pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of uranium and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Uranium mining operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated.

Uranium minerals exploration and development and mining activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.

If economic quantities of uranium are found on any lease owned by the Company in sufficient quantities to warrant uranium mining operations, such mining operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Uranium mining operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus resulting in an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date, we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Our ability to function as an operating mining company is dependent on our ability to mine our properties at a profit.

Our ability to operate on a positive cash flow basis is dependent on mining sufficient quantities of uranium at a profit sufficient to finance our operations and for the acquisition and development of additional mining properties.

Because we have limited capital, inherent mining risks pose a significant threat to us.

Because we are small with limited capital, we are unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, interruptions due to weather conditions and other acts of nature. Such risks could result in damage to or destruction of any infrastructure or production facilities we may develop, as well as to adjacent properties, personal injury, environmental damage and delays, causing monetary losses and possible legal liability.

More stringent federal, provincial or state regulations could adversely affect our business.

If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to manage adequately future environmental issues, our operations could be materially and adversely affected. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements, and we anticipate that we will be required to continue to do so in the future. Although we believe our properties comply in all material respects with all relevant permits, licenses, and regulations pertaining to worker health and safety, as well as those pertaining to the environment and radioactive materials, the historical trend toward stricter environmental regulation may continue.

The volatility of uranium prices makes our business uncertain.

The volatility of uranium prices makes long-range planning uncertain and raising capital difficult. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, and legislation and production and costs of production of our competitors.

The only market for uranium is nuclear power plants, and there are only a few customers.

We are dependent on a small number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly-produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.

The price of alternative energy sources affects the demand for and price of uranium.

The attractiveness of uranium as an alternative fuel to generate electricity is to some degree, dependent on the prices of oil, gas, coal and hydro-electricity and the possibility of developing other low cost sources for energy.

Public acceptance of nuclear energy is uncertain.

Maintaining the demand for uranium at current levels and future growth in demand will depend upon acceptance of nuclear technology as a means of generating electricity. Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and increase the regulation of the nuclear power industry.

Our inability to obtain insurance would threaten our ability to continue in business.

We currently do not have liability and property damage insurance. It should be noted that if we decide to obtain such insurance, the insurance industry is undergoing change and premiums are being increased. If premiums should increase to a level we cannot afford, we could be forced to discontinue business.

If we cannot add reserves to replace future production, we would not be able to remain in business.

Our future uranium production, cash flow and income are dependent upon our ability to mine our current properties and acquire and develop additional reserves. There can be no assurance that our properties will be placed into production or that we will be able to continue to find and develop or acquire additional reserves.

Competition from better-capitalized companies affects prices and our ability to acquire properties and personnel.

There is global competition for uranium properties, capital, customers and the employment and retention or qualified personnel. In the production and marketing of uranium, there are about 15 major producing entities, some of which are government controlled and all of which are significantly larger and better capitalized than we are. We also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantlement of United States and Russian nuclear weapons and imports to the United States of uranium from the former Soviet Union.

Uranium mineral exploration, development and mining are subject to environmental regulations which may prevent or delay the commencement or continuance of our operations.

Uranium minerals exploration and development and future potential uranium mining operations are or will be subject to stringent federal, state, provincial, and local laws and regulations relating to improving or maintaining environmental quality. Our operations are also subject to many environmental protection laws. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested of many years ago.

Future potential uranium mining operations and current exploration activities are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Uranium mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.

Costs associated with environmental liabilities and compliance are expected to increase with the increasing scale and scope of operations and we expect these costs may increase in the future.

While we believe that our operations comply, in all material respects, with all applicable environmental regulations, we are not currently fully insured against possible environmental risks.

Any change to government regulation or administrative practices may have a negative impact on our ability to operate and potential profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

We may be unable to retain key employees or consultants or recruit additional qualified personnel.

Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Further, we do not have key man life insurance on any of our employees. We may not have the financial resources to hire a replacement if any of our officers were to die. The loss of service of any of these employees could therefore significantly and adversely affect our operations.

Our officers and directors may be subject to conflicts of interest.

Each of our executive officers and directors serves only on a part time basis. Each devotes part of his working time to other business endeavors, including consulting relationships with other corporate entities, and has responsibilities to these other entities. Such conflicts could include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to the Company. Because of these relationships, our officers and directors may be subject to conflicts of interest. Wyoming law, our articles of incorporation and our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Risks Related to Our Common Stock

We are not listed or quoted on any exchange and we may never obtain such a listing or quotation.

Therefore, there may never be a market for stock and stock held by our shareholders may have little or no value.

There is presently no public market in our shares. While we intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities, we cannot guarantee that such sponsorship will be approved and our stock listed and quoted for sale. Even if our shares are quoted for sale, buyers may be insufficient in numbers to allow for a robust market, and it may prove impossible to sell your shares.

Even if we obtain a listing on an exchange and a market for our shares develops, sales of a substantial number of shares of our common stock into the public market by certain stockholders may result in significant downward pressure on the price of our common stock and could affect your ability to realize the current trading price of our common stock.

The trading price of our common stock in a public market may fluctuate significantly and stockholders may have difficulty reselling their shares.

Additional issuances of equity securities may result in dilution to our existing stockholders. Our Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock.

Our common stock is subject to the "penny stock" rules of the SEC.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Because our stock is not traded on a stock exchange or on the NASDAQ National Market or the NASDAQ Small Cap Market and because there is no current established market price, the common stock is classified as a "penny stock.” The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

1.	That a broker or dealer approve a person's account for transactions in penny stocks; and

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

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

	a.	Obtain financial information and investment experience objectives of the person; and

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

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

Sets forth the basis on which the broker or dealer made the suitability determination; and
That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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

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

A majority of our directors and officers reside outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

Investing in our Common Stock will provide you with an equity ownership in a uranium resource company. As one of our stockholders, you will be subject to risks inherent in our business. The trading price of your shares will be affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of your investment may decrease, resulting in a loss. You should carefully consider the following factors as well as other information contained in this Prospectus before deciding to invest in shares of our Common Stock.

The factors identified below are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, and the differences

between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to the future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, achieved, or accomplished. Taking into account the foregoing, the following are identified as important risk factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

90.1% of our shares of Common Stock are controlled by Principal Stockholders and Management.

90.1% of our Common Stock is controlled by four stockholders of record. This figure includes stock controlled by our directors and officers who are the beneficial owners of about 25.8% of our Common Stock. This does not include, with respect to both groups, an additional 500,000 restricted common shares that will be issued on or before April 30, 2009 as part of our agreement to acquire 14 mineral claims. Such ownership by the Company's principal shareholders, executive officers and directors may have the effect of delaying, deferring, preventing or facilitating a sale of the Company or a business combination with a third party.

Even taking into account the limitations of Rule 144, the future sales of restricted shares could have a depressive effect on the market price of the Company’s securities in any market, which may develop.

The 7,552,000 shares of Common Stock presently issued and outstanding, as of the date hereof, are “restricted securities” as that term is defined under the Securities Act of 1933, as amended, (the “Securities Act”) and in the future may be sold in compliance with Rule 144 of the Securities Act, or pursuant to a Registration Statement filed under the Securities Act. Rule 144 provides, in essence, that a person, who has not been an affiliate of the issuer for the past 90 days and has held restricted securities for six months of an issuer that has been reporting for a period of at least 90 days, may sell those securities so long as the Company is current in its reporting obligations. After one year, non-affiliates are permitted to sell their restricted securities freely without being subject to any other Rule 144 condition. Sales of restricted shares by our affiliates who have held the shares for six months are limited to an amount equal to one percent (1%) of the Company’s outstanding Common stock that may be sold in any three-month period. After the shares registered herein are freely traded, unregistered holders of the restricted shares may each sell approximately 75,552 shares during any ninety (90) day period after the registration statement becomes effective. Additionally, Rule 144 requires that an issuer of securities make available adequate current public information with respect to the issuer. Such information is deemed available if the issuer satisfies the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) or of Rule 15c2-11 thereunder. Sales under Rule 144 or pursuant to a Registration Statement may have a depressive effect on the market price of our securities in any market, which may develop for such shares.

If the selling shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline.

The Company has 7,552,000 shares of Common Stock outstanding as of June 20, 2008, of which 4,552,000 are transferable under this Prospectus. The availability for sale of such a large number of shares may depress the market price for our Common Stock and impair our ability to raise additional capital through the public sale of Common Stock. The Company has no arrangement with any of the holders of the foregoing shares to address the possible effect on the price of the

Company's Common Stock of the sale by them of their shares. A decline in the future price of our common stock could affect our ability to raise further working capital and adversely impact our operations

Our auditors have expressed substantial doubt about our ability to continue as a going concern .

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 to the financial statements, we were incorporated on September 1, 2005 and we do not have a history of earnings. As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

FORWARD-LOOKING STATEMENTS

Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

This prospectus contains forward-looking statements as that term is used in federal securities laws, about our financial condition, results of operations and business that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. These statements include, among others:

statements concerning the benefits that we expect will result from our business activities and certain transactions that we have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and
statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or with documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this prospectus. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution you not to put undue reliance on these statements, which speak only as of the date of this Prospectus. Further, the information contained in this prospectus is a statement of our present intention and is based on present facts and assumptions and may change at any time and without notice based on changes in such facts or assumptions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by

applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell their shares at $0.10 per share until the shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that our shares will be quoted on the OTC Bulletin Board. We determined this offering price, based upon the price of the last sale of our common stock to investors.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

SELLING SECURITY HOLDERS

The selling shareholders named in this prospectus are offering all of the 4,552,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933, by transfer from other shareholders, or for the performance of services to the Company.

The shares include the following:

1.	3,770,000 shares of our common stock that the selling shareholders acquired from us pursuant to contractual agreements as all or part of their compensation and which was exempt from registration under Regulation S of the Securities Act of 1933;

2.	782,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on June 17, 2007.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1.	the number of shares owned by each prior to this offering;

2.	the total number of shares that are to be offered for each;

3.	the total number of shares that will be owned by each upon completion of the offering; and

4.	the percentage owned by each upon completion of the offering.

		Total Number of
	Shares	Shares to be	Total Shares
	Beneficially	Offered for	Owned Upon	Percent Owned
	Owned Prior	Selling	Completion	Upon
	to this	Shareholders	of this	Completion of
Se lling Stockholder	Offering	Account	Offering	this Offering

AE Financial Management Ltd	1,525,000	875,000	650,000	8.6%
Robert Bertrand	5,000	5,000	Nil	Nil
Bill Biles	3,000	3,000	Nil	Nil
Bruce Biles	76,000	76,000	Nil	Nil
Lorainne Biles	3,000	3,000	Nil	Nil
James Brunskill	5,000	5,000	Nil	Nil
Robert Carpenter	1,510,000	860,000	650,000	8.6%
Rudy Chin	20,000	20,000	Nil	Nil
Philip Ciz	5,000	5,000	Nil	Nil
Corporate Web Solutions	50,000	50,000	Nil	Nil
Ty Davis	5,000	5,000	Nil	Nil
East Street Holdings	10,000	10,000	Nil	Nil
Richard Fernyhough	3,000	3,000	Nil	Nil
Dave Herbers	40,000	40,000	Nil	Nil
Heidi Herbers	40,000	40,000	Nil	Nil
Evelyn Hodder	5,000	5,000	Nil	Nil
Robert Hodder	5,000	5,000	Nil	Nil
Jason Isley	10,000	10,000	Nil	Nil
Don Keen	5,000	5,000	Nil	Nil
James R. King	20,000	20,000	Nil	Nil
John King	3,000	3,000	Nil	Nil
Melanie King	3,000	3,000	Nil	Nil
Kouzelne Mesto Ltd.	1,750,000	875,000	875,000	11.6%
John Kwong	30,000	30,000	Nil	Nil
Kim Laurie	5,000	5,000	Nil	Nil
Steve Law	10,000	10,000	Nil	Nil
Craig Law	10,000	10,000	Nil	Nil
Nora Lee	10,000	10,000	Nil	Nil
Gary Li	30,000	30,000	Nil	Nil
Edward Low	65,000	65,000	Nil	Nil
Eugene Low	755,000	430,000	325,000	4.3%
Garry Mah	10,000	10,000	Nil	Nil
Patricia Mah	10,000	10,000	Nil	Nil
Willis Mah	20,000	20,000	Nil	Nil
Daniel S. Mckinney	200,000	200,000	Nil	Nil
Doug Millen	40,000	40,000	Nil	Nil
Jim Page	5,000	5,000	Nil	Nil

Shane Pierce	5,000	5,000	Nil	Nil
Robert Rosenblat	1,000,000	500,000	500,000	6.7%
Eric Saide	5,000	5,000	Nil	Nil
Katrina Saide	5,000	5,000	Nil	Nil
Garrett Senez	3,000	3,000	Nil	Nil
Gary Senez	3,000	3,000	Nil	Nil
Barry Siu	30,00	30,00	Nil	Nil
Andre Stephanian	130,000	130,000	Nil	Nil
David Vandenberg	40,000	40,000	Nil	Nil
Norma Vandenberg	20,000	20,000	Nil	Nil
Ryan Yip	10,000	10,000	Nil	Nil

Each of the above shareholders beneficially owns and has sole voting and investment over all shares or rights to the shares registered in his or her name. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 7,552,000 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders is a broker-dealer or affiliate of a broker dealer.

PLAN OF DISTRIBUTION

We are registering the shares of Common Stock to permit the resale of these shares of Common Stock by the holders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock . The selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker – dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
in the over-the-counter market;
in transactions otherwise than on these exchanges or systems or in the over-the- counter market;
through the writing of options, whether such options are listed on an options exchange or otherwise;
in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
in purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

through an exchange distribution in accordance with the rules of the applicable exchange;
in privately negotiated transactions;
through short sales;
through sales pursuant to Rule 144;
in which broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
through a combination of any such methods of sale; and
by any other method permitted pursuant to applicable law.

If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated to be $25,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES

We currently have authorized capital of 100,000,000 shares, all shares of which are designated as common stock, par value $0.001 per share. As June 20, 2008, the Company has outstanding 7,552,000 shares of common stock. Our common stock is not listed for trading on any exchange.

Common Stock

As of June 20, 2008, there were 7,552,000 shares of our common stock issued and outstanding held by 48 stockholders of record.

All shares of our common stock have equal voting rights and are entitled to one vote per share in all matters to be voted upon by our stockholders. The shares of common stock do not entitle their holders to any preemptive, subscription, conversion or redemption rights, and may be issued only as fully paid and non-assessable shares. Cumulative voting in the election of directors is not permitted, which means that the holders of a majority of the issued and outstanding shares of common stock represented at any meeting at which a quorum is present will be able to elect our entire board of directors if they so choose. In that event, the holders of the remaining shares of common stock will not be able to elect any directors. In the event of our liquidation, each stockholder is entitled to receive a proportionate share of the assets available for distribution to stockholders after the payment of liabilities and after distribution in full of preferential amounts, if any, to be distributed to holders of our preferred stock. Holders of shares of common stock are entitled to share pro rata in dividends and distributions with respect to the common stock when, as and if declared by our board of directors out of funds legally available for dividends. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors. All issued and outstanding shares of our common stock are fully paid and non-assessable. The transfer agent and registrar for our common stock is Transfer Online, Inc. 317 SW Alder Street, 2nd Floor, Portland, OR 97204.

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.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The law firm of Dieterich & Mazarei LP has provided an opinion on the validity of our common stock.

DESCRIPTION OF BUSINESS

General

The Company holds an option to acquire 14 uranium mineral claims located in Huddersfield Township and Clapham Township in the province of Quebec, Canada. These claims are located approximately 60 miles northwest of Ottawa, Ontario, Canada.

There is no assurance that a commercially viable mineral deposit exists on any the mineral claims upon which we hold an option to purchase. Extensive exploration will be required before a final evaluation as to the economic and legal feasibility of the claims is determined. Economic feasibility refers to a formal evaluation completed by an engineer or geologist which confirms that the properties can be successfully operated as a mine. Legal feasibility refers to a formal survey of the claims boundaries to ensure that all discovered mineralization is contained within these boundaries.

We will be engaged in the acquisition and exploration of additional mineral properties with a view to exploit any mineral deposits we discover that demonstrate economic feasibility.

Website: www.element92resources.com.

Plan of Operation

Our plan of operation is to conduct exploration work on the claims in order to ascertain whether they possess economic quantities of uranium or other minerals. There can be no assurance that

economic mineral deposits or reserves exist on the claims until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible. Economic feasibility refers to an evaluation completed by an engineer or geologist whereby he or she analyses whether profitable mining operations can be undertaken on the property. Mineral property exploration is generally conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration.

Uranium

Uranium is a radioactive element that occurs naturally in soil, rocks, water, plants, and animals (including human beings). In its pure form, uranium has a silvery white appearance and is the heaviest naturally occurring element, being nearly twice as dense as lead. Uranium takes many forms, but is generally found in combination with oxygen, known as an oxide. The most stable form of uranium oxide, and the form that is most commonly found in nature, is Triuranium Octoxide (U3O8).

Uranium occurs in low levels in all rock, soil, and water. Significant concentrations of uranium usually occur in substances such as phosphate rock deposits, sandstone, and minerals such as uraninite. When Uranium ore is taken out of mines, it must go through a milling process that will separate the uranium oxide from the rest of the minerals (normally of no economic value). After the milling process, the uranium ends up as a coarse, oxidized powder that is often yellow in color, commonly known as "yellowcake".

Nuclear Power

The worldwide demand for electrical energy is increasing. According to Yury A. Sokolov, Head of the Department of Nuclear Energy and Deputy Director General of the International Atomic Energy Agency, The number of nuclear power reactors around the globe is estimated to increase up to 60% by 2030.

Most energy today comes from burning fossil fuel to make electricity, run factories, power vehicles and heat homes. Fossil resources - coal, oil and natural gas - are being consumed so fast they are expected to be largely exhausted during the 21st century.

With all fossil energy, waste products are dispersed directly into the air. Much of this waste takes the form of greenhouse gases such as carbon dioxide. Each year fossil fuel waste adds 25 billion tonnes of carbon dioxide to the atmosphere. This equates to 70 million tonnes each day - or 800 tonnes a second. (Source: Education Resources Information Center, Report #EJ707079 )

Like wind, hydro and solar energy – nuclear power produced by uranium can generate electricity with no carbon dioxide or other greenhouse gas emissions. The critical difference is that nuclear energy is the only proven option with the capacity to produce vastly expanded supplies of clean electricity on a global scale.

Although nuclear power plants currently cost more to build than power plants that use coal or gas, the difference is narrowing, a half-century of experience with nuclear power, together with the development of new technologies has helped to reduce construction time, extend plant lifetimes and vastly increase safety. Already, due to low per kilowatt cost of uranium and improved efficiency, nuclear plants are less expensive to operate and nuclear power is becoming increasingly competitive. (Source: World Nuclear Association (WNA) at www.world-nuclear.org/info/inf02.html (June 30, 2008))

Putting a price tag on harmful emissions of coal or gas could quickly make nuclear power the cheapest and cleanest option for meeting increased energy needs on a global scale.

Nuclear power generation began half a century ago and now generates as much global electricity as was produced by all other sources in use at the time. Some two-thirds of the world population lives in nations where nuclear power plants are an integral part of electricity production and industrial infrastructures. Half the world's people live in countries where new nuclear power reactors are planned or already under construction. (Source: (WNA): www.world-nuclear.org/why/nuctoday.html (June 30, 2008))

Today some 435 nuclear reactors produce electricity around the world. More than 15 countries rely on nuclear power for 25% or more of their electricity. In Europe and Japan, the nuclear share of electricity is over 30%. In the U.S., nuclear power creates 20% of the electricity. On the world's oceans, nuclear reactors have powered over 400 ships without harm to crews or the environment. (WNA)

Many countries use nuclear power. Among these are China, India, the United States, Russia and Japan, which together represent half of the world’s population. Other nations, such as Argentina, Brazil, Canada, Finland, South Korea, South Africa, Ukraine and several countries in Central and Eastern Europe, are acting to increase the role of nuclear power in their economies. (WNA)

Dr. Mohamed ElBaradei, IAEA Director General, in an article dated July 18, 2007, pointed out that roughly 1.6 billion people live without access to electricity, and 2.4 billion rely on traditional biomass because they have no access to modern fuels.

Dr. ElBaradei was quoted saying, “I have seen this firsthand on my visits to many countries, particularly in Africa. In some African countries the per capita electricity consumption is around 50 kilowatt-hours per year. That translates to an average availability of 6 watts - less than a normal light bulb - for each person.”

In the same article, Dr. ElBaradei noted that there are currently 437 nuclear power reactors in operation in 30 countries and that these reactors supply about 15.2% of the world’s electricity.

He stated that to date, the use of nuclear power has been concentrated in industrialized countries. In terms of new construction, however, the pattern is different; 16 of the 30 reactors now being built are in developing countries, and most of the recent expansion has been centered in Asia. China, for example, currently has four reactors under construction, and plans a more than fivefold expansion in its nuclear generating capacity over the next 15 years. India has seven reactors under construction, and plans roughly a seven-fold increase in capacity by 2022. Japan, Pakistan and the Republic of Korea also have plans to expand their nuclear power capacity.

Nuclear power provides energy independence and security of supply. France, with 60 million people, obtains 78% of its electricity from nuclear power. In Japan the figure is 30%.. Italy's 60 million people have no nuclear power and are the world's largest importers of electricity. (Source: www.iaea.org/NewsCenter/Statements/2007/ebsp2007n011.html (June 30, 2008))

The IAEA has increased its projection of world nuclear generating capacity. It now anticipates at least 60 new plants in the next 15 years, making 430 GWe (Gigawatts electricity) in place in 2020 - 130 GWe more than projected in 2000 and 16% more than actually operating in 2006. The change is based on plans and actions in a number of countries, including China, India, Russia, Finland and France, coupled with the changed outlook due to the Kyoto Protocol.

Uranium prices

The early 1990s witnessed uranium prices as low as $8 US per pound due to the flood of enriched uranium into the market after the end of the Cold War. However, the price of Uranium has now increased to $57.00 US per pound as of the date of this filing. (Source: The UX Consulting Company, LLC)

With the current upward momentum of the price for uranium remaining strong, the stock prices of uranium producers and explorers could increase. Steady gains in stock price for producers would be expected, due to higher revenues, but the real potential for growth would rest with those exploration companies that can find new economic uranium resources.

Climate Change

To analyze the effects of the rapid build-up of heat-trapping gases, world experts are cooperating though the UN's Intergovernmental Panel on Climate Change (IPCC). The dynamics of climate change are complex and subject to competing theories. But scientists agree that increased greenhouse gases are causing the Earth to capture more solar heat. For most climate scientists, man-made greenhouse gases explain why the last ten years (1996-2006) have been the warmest years in recorded history (Source: IPCC Fourth Assessment Report Chapter 1).

Many climate experts warn that the build-up of the greenhouse gases could, in the century ahead, become catastrophic. Rising sea levels, extreme temperatures, violent storms, devastating droughts and the spread of disease would destroy food production and human habitability in many regions. These experts warn that radical climate change could eventually destabilize the entire biosphere. (Source: National Geographic News, February 6, 2001)

According to the IAEA Director General, another factor driving the interest in nuclear power is that it emits almost no greenhouse gases. The complete nuclear power chain - from mining the uranium and manufacturing the fuel to constructing and operating the reactor and disposing of the waste - emits only 1–6 grams of carbon equivalent per kilowatt-hour. This is about the same negligible emission rate as wind and hydropower and many times less than coal, oil and natural gas.

Clean electricity from 'new renewables' - solar, wind, biomass and geothermal power - deserves strong support. But the collective capacity of these technologies to produce electricity in the decades ahead is limited.

Beyond producing clean electricity, the clean energy from nuclear power could be used to distill salt water on a massive scale. 'Desalination' plants would help to meet the desperate shortage of fresh water that already afflicts 2.3 billion of the world's people. In addition, the cost of nuclear desalination is considerably lower than other forms of desalination such as reverse osmosis, or multistage flash (MSF) and multieffect distillation (MED). Both involve heating seawater, using non nuclear fuels to produce steam, followed by evaporation, condensation, and, finally, pure water collection. (Source: American Nuclear Society News, April 2007)

Employees

Currently, our management team consists of two individuals: one who serves as the President and Secretary and one who serves as a Director. Over the course of the next year, we anticipate

hiring up to four additional employees on a part-time or as needed basis, primarily to assist the Company to manage any required work on our claims in the Province of Quebec, Canada.

DESCRIPTION OF PROPERTY

The Company holds an option to acquire 14 uranium mineral claims located in Huddersfield Township and Clapham Township in the Province of Quebec, Canada. These claims are located 60 miles north west of Ottawa Ontario.

Please see Exhibit 99.1 for a description of the Company's claims attached to this Registration Statement

LEGAL PROCEEDINGS

Neither the Company nor any of its officers are involved in or contemplating any legal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or any other market or, if traded, that a public market will materialize.

The Company intends to apply to have its capital shares listed on the over-the-counter bulletin board maintained by the National Association of Stock Dealers (NASD). We have not, at this time, made application to the NASD over-the-counter Bulletin Board. We will make such application only upon completion of this S-1 Registration Statement. We will also have to meet the other qualification requirements from NASD. However, Element92 Resources Corp. cannot make any assurance that quotations on the over-the-counter bulletin board will be approved.

Record Holders

As of June 20, 2008 there were approximately 48 holders of record of our common stock.

Rule 144 Shares

A total 4,552,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, an affiliate who has beneficially owned shares of a company's common stock for at least six months, provided that the company has been subject to the reporting requirements of the Securities Exchange Act of 1934 for a minimum of 90 days, is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.	1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 70,520 shares as of the date of this prospectus; or

2.	the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Non-affiliates who have beneficially owned shares, for a period of at least six months, of a company that has been subject to the reporting requirements of the Securities Exchange Act of 1934 for a minimum ninety (90) days are not subject to the “volume limitations” set under rule 144(e).

Sales by affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company. Non-affiliates who have beneficially owned shares for a period of a year or longer are not subject to the currency of information requirements.

As of the date of this prospectus, persons who are our affiliates hold 1,075,000 shares that may be sold pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

While there are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends, we have not paid or declared any dividends on our common stock and we do not anticipate paying dividends on our common stock for the foreseeable future .

Equity Compensation Plan Information:

No options have been granted under an Equity Compensation Plan or any other similar plan.

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

PLAN OF OPERATIONS

The Company will continue to manage its operations and cash resources in a manner consistent with its expectation that it will be able to satisfy cash requirements through fiscal 2008. The main operating costs for the Company include:

1.	Scheduled and Contracted Payment of $15,000.00 to Robert Rosenblat to fulfill second year terms of Mining Claims Option Agreement, paid as of April 1, 2008.

2.	Required work program on Claims – minimum expenditure $17,500.00.

Our plan of operation for the twelve months following the date of this prospectus is to complete an exploration program on the optioned mining claims consisting of grid emplacement, concentrated geological mapping and sampling and geophysical surveys. We estimate that the cost of this program, which we will conduct in phases, will be approximately $20,000. This expenditure will slightly exceed the required work program pursuant to our claims option agreement.

There are no significant capital equipment purchases expected during the next 12 months. over and above planned requirements as currently comprised within the Company's business plan. The Company currently plans to add 2 part time or as needed employees to manage a short term work program on the claims, subject, however, to the Company's cash resources and operational requirements at the relevant time.

The Company may consider an additional equity offering within the next 12 months. In such case, the use of proceeds would center on the acceleration of work on the claims.

We are actively seeking a Joint Venture partner to assist is to explore and develop our claims.

Results Of Operations For The Period From Inception Through March 31, 2007

We have not earned any revenues from the time of our incorporation on September 1, 2005 to March 31, 2007. We do not anticipate earning revenues unless we enter into commercial production on the optioned claims, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on any of the claims, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $63,333 for the period from our inception on September 1, 2005 to March 31, 2007. These operating expenses were comprised of mineral property acquisition costs of $60,000, legal and accounting fees of $41, bank and interest charges of nil, shareholder information nil, organizational costs of $2,916 and office and sundry fees of nil.

Results Of Operations For The Period From April 1, 2007 Through March 31, 2008.

We incurred operating expenses in the amount of $ 60,504 for the period from March 31, 2007. to March 31, 2008. These operating expenses were comprised of mineral property acquisition costs of $2,000, legal and accounting fees of $21,635, bank and interest charges of $40, shareholder information $157, organizational costs of $36,584 and office and sundry fees of $88.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes to or disagreements with our certifying accountant.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our current directors and executive officers, their principal offices and positions and the date each such person became a director or executive officer. The Board of Directors elects our executive officers annually. Our directors serve one-year terms or until their successors are elected and accept their positions. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. There are no family relationships or understandings between any of the directors and executive officers. In addition, there was no arrangement or understanding between any executive officer and any other person pursuant to which any person was selected as an executive officer.

Name of Director or			Date of Position
Executive Officer	Age	Current Position and Office	& Term of Office



			February 28, 2007
Geoffrey Armstrong	65	President, Secretary and Director	Term: one year


			March 30, 2007
Daniel S. Mckinney	45	Director	Term: one year

GEOFF ARMSTRONG, President

Element92 Resources Corp., a uranium exploration and mining company since February, 2007. E92R was incorporated in the State of Wyoming on September 1, 2005. President of Kouzelne Mesto Ltd., a private company incorporated in the Czech Republic on April 6, 1994. Kouzelne Mesto Ltd. was organized in order to prepare and assist with the preparation of internal corporate documents for companies worldwide and to prepare and assist with the preparation of promotional materials for companies including text and photographs. Corporate Secretary of Asia Properties, Inc., (ASPZ.PK) since March, 2003 and Hertz Controller Technologies Corporation, a private company, since February 2, 2007. Duties on behalf of Asia Properties and Hertz Controller include the preparation and assistance with the preparation of internal corporate documents, preparation and assistance with the preparation of state and federal filings, corporate communications, liaison with securities attorneys and auditors and supervising state and SEC filing procedures. Freelance business writer since 1990.

DANIEL S. MCKINNEY, Director

Mr. McKinney, is based in Asia and grew up in Hong Kong. He is an entrepreneur and investment banker who has established numerous businesses over the last two decades. Mr. Mckinney has had extensive experience in mining ventures in both precious metals and gemstone mining. In the mid 80’s he led the financing and discovery of a significant gold deposit located in Chon Buri, Thailand. In 1986, he became a significant shareholder in a producing emerald mine located in Santa Terrazina, Brazil. Mr. Mckinney has invested in numerous mining ventures and geological explorations in Burma, Thailand, Columbia, China, several African countries and Mongolia.

From April, 1981 until October, 1999, Mr. Mckinney founded and worked to establish Mckinney International, a Hong Kong based company engaged in cutting gemstones and supplying the world markets. From March 1982 to September 1985 he founded and developed the Hong Kong Gem & Jewelry show, a world wide gathering of gem dealers and jewelry manufacturers. From April 1984 to November 1987 he served on the board as a Director and worked to establish Wynmere (Thailand) Ltd., a direct selling jewelry company that included over 1,000 representatives with its manufacturing in Bangkok and gemstone sourcing in Hong Kong. In 1989, he established Coldway Ltd., an investment banking firm. He served as a Director from October 1989 to February 2005. In January 1994, Mr. McKinney founded Cement Services, Ltd., and served as a Director until June 2004. Cement Services, Ltd. is a construction company, based in Bangkok. From September 1999 to August 2001 Mr. Mckinney served as a board member of Sunflower (USA) Ltd., as a Director. Sunflower is a public company with an industrial facility in China manufacturing copper pipes. In April 2003, Mr. Mckinney joined the board as a Director of Entellium Corporation, a software CRM company he helped restructure and launch into the North American market. He served on the board of Entellium until October 2003. He currently serves as the president of Asia Properties, Inc., a Bangkok based public real estate company that he founded in April 1998. Asia Properties, Inc. has been trading on the OTC Pink Sheets since January 1999. Mr. Mckinney is the owner of the Millennium Sapphire, the world’s largest sapphire. See the Guinness Book of Records and also the Millennium Sapphire website: www.MillenniumSapphire.com. Mr. Mckinney graduated from Hong Kong International School in 1979 and studied Chemistry and Biology at Houston Baptist University from 1979 to 1981. Mr. Mckinney speaks Cantonese, Thai, some Portuguese, and Malay.

Term of Office

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

Significant Employees

We have no significant employees other than the officers and directors described above.

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Consulting Agreements

President: The Company entered into an Executive Services Agreement with Geoffrey Armstrong setting forth the provision of services by Mr. Armstrong in his capacity as President, Secretary and Director. The term of the Agreement commenced on February 28, 2007 and continues until February 27, 2012 or until terminated by either party, and obligates the Company to pay Mr. Armstrong an annual base salary of $12,000.

Director : The Company entered into a Management Services Agreement with Daniel Mckinney setting forth the provision of services by Mr. Mckinney his capacity as Director. The term of the Agreement commenced on March 30, 2007 and continues until April 1, 2010 or until terminated by either party, and obligated the Company to grant Mr. McKinney 200,000 restricted common shares upon execution of the Agreement.

Accountant and Bookkeeper: The Company entered into a Bookkeeping Consulting Agreement with Edward Low. The term of the Agreement commenced on March 10, 2007 and continues until March 9, 2010 or until terminated by either party, and obligated the Company to grant Mr. Low 50,000 restricted common shares upon execution of the Agreement.

Computer and Internet Consultant: The Company entered into a Computer and Internet Consulting Agreement with Robert Carpenter The term of the Agreement commenced on March 30, 2007 and continues until April 1, 2010 or until terminated by either party, and obligated the Company to grant Mr. Carpenter 500,000 restricted common shares upon execution of the Agreement.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid to or accrued, during the fiscal years ended March 31, 2007, and 2008 to the Company’s highest paid executive officers. No salaries were paid prior to 2007. No restricted stock awards, long-term incentive plan payout or other types of compensation, other than the compensation identified in the chart below, were paid to these executive officers during these fiscal years.

Summary Compensation Table

Name and
Position

YEAR

Annual
Comp.
Salary

Annual
Comp.
Bonus

Other
Annual
Comp.

Comp.
Rest.
Stock

Long
Term
Comp.
Options

All
Other

(1)

LTIP
Payouts

($)

2007

NIL

10,000

1,750,000

NIL

Geoff Armstrong

President,

2008

NIL

$4,000

NIl

NIL

Secretary, Director

to Date

2007

NIL

200,000

NIL

Daniel S. Mckinney

Director

2008

NIL

to Date

(1) All other compensation includes health insurance and life insurance plans or benefits, car allowances, etc. The Company may omit information regarding group life, health, hospitalization, medical reimbursement or relocation plans that do not discriminate in scope, terms or operation, in favor of executive officers of directors of the registrant and that are available generally to all salaried employees.

LTIP: "Long-Term Incentive Plan" means any plan providing compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to financial performance of the Company or an affiliate, the Company's stock price, or any other measure, but excluding restricted stock, stock option and Stock Appreciation Rights (SAR) plans

To date, no options to purchase shares of the Company’s common stock have been granted.

Additional Compensation of Directors

We have no official plan or policy for compensating directors with stock options or stock awards. Other than pursuant to current salaries for their executive positions with the Company, if applicable, no other directors are currently compensated by the Company in consideration of their service as a director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934 of the Company’s outstanding common stock as of June 20, 2008 by (i) each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock, (ii) each director of the Company, (iii) each person named in the Summary Compensation Table, and (iv) all current executive officers and directors as a group. Except as indicated in the footnotes below, the security and stockholders listed below possess sole voting and investment power with respect to their shares. The figures are based on a total of 7,552,000 common shares as of June 20, 2008.

	ACTUAL AMOUNT OF SHARES OWNED	ACTUAL PERCENT OF SHARES OWNED
IDENTITY OF PERSON OR GROUP
			CLASS
			CLASS

Kouzelne Mesto Ltd. (1) 27/93 Sokolovska Prague, Czech Republic 186 00


	1,750,000	23.17 %	Common



Robert Rosenblat (2) Apt #6 - 5505 Oak St Vancouver, BC Canada. V6M 2V5
	1,000,000	13.2 %	Common

Robert Carpenter #27 - 7428 Southwynde Ave, Burnaby, BC, Canada, V3N 0A1

	1,510,000	20 %	Common


Daniel S. Mckinney (3) 114 Magnolia St Ste 400-115 Bellingham, WA 98225
	200,000	2.65 %	Common


AE Financial Management Ltd. (4) 2730 E 54th Ave, Vancouver, British Columbia, Canada, V5S 1X8
	1,525,000	20.2 %	Common


Eugene Low (5) 2730 E 54th Ave, Vancouver, British Columbia, Canada, V5S 1X8
	755,000	9.99 %	Common


Officers and Directors as a Group (two persons)
Officers and Directors as a Group (two persons)	1,950,000	25.82 %	Common

Beneficial Ownership of Securities : Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, includes as beneficial owners of securities, any person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power

with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through any means including the exercise of any option, warrant or conversion of a security.

(1)	Kouzelne Mesto Ltd., was incorporated in the Czech Republic in April, 1994 and is 100% owned by Geoffrey Armstrong, the President, Secretary and sole Director of the Company.

(2)	Consists of shares issued pursuant to an Option to Acquire Mineral Claims Agreement.

(3)	Daniel S. Mckinney is a Director of the Company.

(4)	AE Financial Management Ltd. is a company incorporated in Canada and is owned 100% by Edward Low, the Company’s bookkeeper. Edward Low, as an individual, directly owns 65,000 shares of the Company’s common stock.

(5)	Eugene Low is the adult brother of Edward Low and was an employee of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:

*	Any of our directors or officers;

*	Any person proposed as a nominee for election as a director;

*	Our promoter(s) Mr. Armstrong and Mr. Mckinney;

*	Any member of the immediate family of any of the foregoing persons.

By virtue of the Option Agreement to Acquire Claims between the Company and Robert Rosenblat dated March 30, 2007 Robert Rosenblat, Mr. Rosenblat will beneficially own more than 10% of the voting rights attached to our outstanding shares of common stock, if the Agreement is fully consummated, and will at that time be an affiliate of the Company. However, as of the date of the execution of the Agreement, March 30, 2007, Mr. Rosenblat held no shares or any other interest in the Company and the Agreement to acquire the claims was made at arms length.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to our certificate of incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by the Wyoming Business Corporation Act, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our Company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether

such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$	17.89
Transfer Agent fees	$	2,000
Accounting and auditing fees and expenses	$	15,000
Legal fees and expenses	$	10,000
Total	$	27,017.89

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Indemnification of Directors and Officers.

Under provisions of the certificate of incorporation and bylaws of the registrant, directors and officers will be indemnified for any and all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys fees, in connection with threatened, pending or completed actions, suits or proceedings, whether civil, or criminal, administrative or investigative (other than an action arising by or in the right of the registrant), if such director or officer has been wholly successful on the merits or otherwise, or is found to have acted in good faith and in a manner he or she reasonably believes to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In addition, directors and officers will be indemnified for reasonable expenses in connection with threatened, pending or completed actions or suits by or in the right of registrant if such director or officer has been wholly successful on the merits or otherwise, or is found to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the registrant, except in the case of certain findings by a court that such person is liable for negligence or misconduct in his or her duty to the registrant unless such court also finds that such person is nevertheless fairly and reasonably entitled to indemnity. The registrant’s Articles of Incorporation also eliminates the liability of directors of the registrant for monetary damages to the fullest extent permissible under Wyoming law. Title 17, Chapter 16 of the Wyoming Business Corporation Act states:

17-16-851. Authority to indemnify .

(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (i) He conducted himself in good faith; and (ii) He reasonably believed that his conduct was in or at least not opposed to the corporation's best interests; and (iii) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (iv) He engaged in conduct for which broader indemnification has been made permissible or obligatory under a

provision of the articles of incorporation, as authorized by W.S. 17-16-202(b)(v). (b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of paragraph (a)(ii) of this section. (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) Unless ordered by a court under W.S. 17-16-854(a)(iii) a corporation may not indemnify a director under this section: (i) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the standard of conduct under subsection (a) of this section; or (ii) In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled.

17-16-852. Mandatory indemnification .

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

17-16-853. Advance for expenses.

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he is a director if he delivers to the corporation: (i) A written affirmation of his good faith belief that he has met the standard of conduct described in W.S. 17-16-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by W.S. 17-16-202(b)(iv); and (ii) His written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under W.S. 17-16-852 and it is ultimately determined that he has not met the standard of conduct described in W.S. 17-16-851. (b) The undertaking required by paragraph (a)(ii) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment. (c) Authorizations under this section shall be made: (i) By the board of directors:

(A) If there are two (2) or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two (2) or more disinterested directors appointed by such a vote; or (B) If there are fewer than two (2) disinterested directors, by the vote necessary for action by the board in accordance with W.S. 17-16-824(c), in which authorization directors who do not qualify as disinterested directors may participate; or (ii) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.

17-16-854. Court-ordered indemnification and advance for expenses .

(a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall: (i) Order indemnification if the court determines that the director is entitled to mandatory indemnification under W.S. 17-16-852; (ii) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by W.S. 17-16-858(a); or (iii) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:

(A) To indemnify the director; or (B) To advance expenses to the director, even if he has not met the standard of conduct set forth in W.S. 17-16-851(a), failed to comply with W.S. 17-16-853 or was adjudged liable in a proceeding referred to in W.S. 17-16-851(d)(i) or (ii), but if he was adjudged so liable his indemnification shall be limited to reasonable expenses incurred in connection with the proceeding. (b) If the court determines that the director is entitled to indemnification under paragraph (a)(i) of this section or to indemnification or advance for expenses under paragraph (a)(ii) of this section, it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (a)(iii) of this section, it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.

17-16-855. Determination and authorization of indemnification .

(a) A corporation may not indemnify a director under W.S. 17-16-851 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he has met the standard of conduct set forth in W.S. 17-16-851. (b) The determination shall be made: (i) If there are two (2) or more disinterested directors, by the board of directors by majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum), or by a majority of the members of a committee of two (2) or more disinterested directors appointed by such a vote; (ii) Repealed By Laws 1997, ch. 190,(iii) By special legal counsel:

(A)	Selected in the manner prescribed in paragraph (i) of this subsection; or

(B)	If there are fewer than two (2) disinterested directors, selected by the board of directors (in

which selection directors who do not qualify as disinterested directors may participate); or (iv) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination. (c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two (2) disinterested directors, authorization of indemnification shall be made by those entitled under paragraph (b)(iii) of this section to select special legal counsel.

17-16-856. Officers .

(a) A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation: (i) To the same extent as a director; and (ii) If he is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract, except for:

(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or (B) Liability arising out of conduct that constitutes: (I) Receipt by him of a financial benefit to which he is not entitled; (II) An intentional infliction of harm on the corporation or the shareholders; or (III) An intentional violation of criminal law. (iii) A corporation may also indemnify and advance expenses to a current or former officer, employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors or contract. (b) The provisions of paragraph (a)(ii) of this section shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under W.S. 17-16-852, and may apply to a court under W.S. 17-16-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.

17-16-857. Insurance .

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director or officer whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under this subarticle.

17-16-858. Variation by corporate action; application of subarticle .

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with W.S. 17-16-851 or advance funds to pay for or reimburse expenses in accordance with W.S. 17-16-853. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in W.S. 17-16-853(c) and 17-16-855(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with W.S. 17-16-853 to the fullest extent permitted by law, unless the provision specifically provides otherwise. (b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by W.S. 17-16-1106(a)(iii). (c) A corporation may, by provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this subarticle. (d) This subarticle does not limit a corporation's power to pay or reimburse expenses incurred by a director or officer in connection with his appearance as a witness in a proceeding at a time when he is not a party. (e) This subarticle does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.

RECENT SALES OF UNREGISTERED SECURITIES.

The following summarizes all sales of unregistered securities by Element92 Resources Corp. and its predecessor Ace Lock & Security, Inc. since inception on September 1, 2005.

No options have been granted at this time.

On March 30, 2005, the Company's predecessor, Ace Lock and Security, issued 5,000 shares of its common stock at a price of $0.10 per share to its sole Director, Mr. Keith Vogt, for services. These shares were issued in accordance with Section 4(2) of the Securities Act of 1933 for a private issuance of securities without any public solicitation.

On February 28, 2007, Mr. Vogt transferred all 5,000 shares of his common stock at a price of $0.10 per share to Kouzelne Mesto Ltd., a company legally incorporated in the Czech Republic on

April 6, 1994 and owned as to 100% by Geoffrey Armstrong, an officer of the Company. These shares were transferred in accordance with Section 4(2) of the Securities Act of 1933.

On March 6, 2007 the name of the Company was changed to Element92 Resources Corp. and the Company initiated a forward-split of the authorized and Issued shares of the Company in the ratio of 1,000 post-split shares for each 1 pre-split share. Upon completion of the forward-split, Kouzelne Mesto Ltd. was the sole shareholder and held a total of 5,000,000 post-split common shares.

On March 7, 2007, Kouzelne Mesto Ltd. transferred a total of 3,250,000 restricted shares of its common stock to the following for long term and extensive services to the Company on behalf of Kouzelne Mesto Ltd. These shares were transferred in accordance with Regulation S of the Securities Act of 1933:

Robert Carpenter: 1,000,000 restricted common shares;
AE Financial Management Ltd.: 1,500,000 restricted common shares;
Eugene Low: 750,000 restricted common shares

On March 10, 2007 the Company issued 500,000 restricted shares of its common stock at an agreed upon price of $0.10 per share to Robert Carpenter, a permanent resident of British Columbia, Canada, for ongoing website development and maintenance services to the Company. These shares were issued in accordance with Regulation S of the Securities Act of 1933.

On March 10, 2007 the Company issued 50,000 restricted shares of its common stock at an agreed upon price of $0.10 per share to Edward Low, a permanent resident of British Columbia, Canada, for ongoing bookkeeping services to the Company. These shares were issued in accordance with Regulation S of the Securities Act of 1933.

On March 30, 2007, the Company issued 500,000 restricted shares of its common stock to Robert Rosenblat at a deemed price of $0.10 per shares pursuant to an Option Agreement to Acquire Uranium Claims, owned by Mr. Rosenblat. This issuance was the first of three issuances, which will total 1,500,000 shares if the Option Agreement to Acquire Uranium Claims is fully completed. Robert Rosenblat is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On April 1, 2007 the Company issued 20,000 restricted shares of its common stock to James R. King at a deemed price of $0.10 per shares for services rendered to the Company, which services included introductory services to Mr. Rosenblat, ongoing advice to the Company respecting uranium mining, assistance with the Company’s informational materials and maintenance of it commitments to the tax authorities in the Province of Quebec, Canada where its mining claims are located. James R. King is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On April 5, 2007, the Company issued 5,000 restricted shares of its common stock to Eugene Low. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Eugene Low is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On April 9, 2007, the Company issued 10,000 restricted shares of its common stock to East Street Holdings and 15,000 restricted shares of its common stock were issued to Edward Low. The shares were purchased at a price of $0.10 per share pursuant to Subscription Agreements. East Street Holdings is a company incorporated pursuant to the laws of the Province of British

Columbia, Canada and Edward Low is a resident of British Columbia, Canada. All shares were issued in accordance with Regulation S of the Securities Act of 1933.

On April 10, 2007, the Company issued 30,000 restricted shares of its common stock to John Kwong. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. John Kwong is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 1, 2007 the Company issued 200,000 restricted shares of its common stock to Daniel S. Mckinney at a deemed price of $0.10 per shares. The shares were issued pursuant to the execution of an Executive Services Agreement between the Corporation and Mr. Mckinney dated May 1, 2007 and the shares were issued in accordance with Section 4(2) of the Securities Act of 1933 for a private issuance of securities without any public solicitation.

On May 5, 2007, the Company issued 30,000 restricted shares of its common stock to Gary Li. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Gary Li is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 7, 2007, the Company issued 10,000 restricted shares of its common stock to Patricia Mah. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Patricia Mah is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 8, 2007 the Company issued 25,000 restricted shares of its common stock to AE Financial Management Ltd. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. AE Financial Management Ltd. is a company incorporated pursuant to the laws of the Province of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 10, 2007, the Company issued 3,000 restricted shares of its common stock to Melanie King. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Melanie King is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 11, 2007, the Company issued 3,000 restricted shares of its common stock to Bill Biles, 3,000 restricted common shares to Melanie Biles, 3,000 restricted common shares to John King and 10,000 restricted common shares to Nora Lee. All such shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and all subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 16, 2007, the Company issued 30,000 restricted shares of its common stock to Barry Siu. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Barry Siu is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 19, 2007, the Company issued 10,000 restricted shares of its common stock to Ryan Yip. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Ryan Yip is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 21, 2007, the Company issued 10,000 restricted shares of its common stock to Craig Law, 3,000 restricted common shares to Gary Senez, and 3,000 restricted common shares to Richard Fernyhough. All shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and all subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 22, 2007, the Company issued 3,000 restricted shares of its common stock to Garrett Senez and 10,000 restricted common shares to Steven Law. All shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and both subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 23, 2007, the Company issued 5,000 restricted shares of its common stock to Donald Keen. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Donald Keen is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 24, 2007, the Company issued a total of 44,000 restricted shares of its common stock to nine individuals as follows in the amounts set opposite their names:

David Vandenberg	4,000 restricted common shares
Eric Saide	5,000 restricted common shares
Katrina Saide	5,000 restricted common shares
James Brunskill	5,000 restricted common shares
Jim Page	5,000 restricted common shares
Kim Laurie	5,000 restricted common shares
Robert Carpenter	5,000 restricted common shares
Shane Pierce	5,000 restricted common shares
Ty Davis	5,000 restricted common shares

All noted shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and all subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 28, 2007, the Company issued 76,000 restricted shares of its common stock to Bruce Biles. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Bruce Biles is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On May 29, 2007, the Company issued 20,000 restricted shares of its common stock to Norma Vandenberg and 5,000 restricted common shares to Robert Bertrand. All shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and both subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 2, 2007, the Company issued 10,000 restricted shares of its common stock to Jason Isley. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Jason Isley is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 8, 2007 the Company issued 50,000 restricted shares of its common stock to Corporate Web Solutions. The shares were purchased at a price of $0.10 per share pursuant to a

Subscription Agreement. Corporate Web Solutions is a company incorporated pursuant to the laws of the Province of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 11, 2007, the Company issued 20,000 restricted shares of its common stock to Rudy Chin and 40,000 restricted common shares to Doug Millen. All shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and both subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 12, 2007, the Company issued 10,000 restricted shares of its common stock to Garry Mah and 20,000 restricted common shares to Willis Mah. All shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement and both subscribers are residents of British Columbia, Canada. The shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 13, 2007, the Company issued 40,000 restricted shares of its common stock to Dave Herbers. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Dave Herbers is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 14, 2007, the Company issued 40,000 restricted shares of its common stock to Heidi Herbers. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Heidi Herbers is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 16, 2007, the Company issued 5,000 restricted shares of its common stock to Philip Ciz. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Philip Ciz is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On June 17, 2007, the Company issued 130,000 restricted shares of its common stock to Andre Stephanian. The shares were purchased at a price of $0.10 per share pursuant to a Subscription Agreement. Andre Stephanian is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

On April 1, 2008, the Company issued 500,000 restricted shares of its common stock to Robert Rosenblat at a deemed price of $0.10 per shares pursuant to an Option Agreement to Acquire Uranium Claims, owned by Mr. Rosenblat. This issuance was the second of three issuances, which will total 1,500,000 shares if the Option Agreement to Acquire Uranium Claims is fully completed. Robert Rosenblat is a resident of British Columbia, Canada and the shares were issued in accordance with Regulation S of the Securities Act of 1933.

Except as noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, Element92 Resources Corp. believes that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and/or Regulation S promulgated thereunder. Each of the above-referenced subscribers were acquiring the shares for investment and not distribution and acknowledged that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any

resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent transfer of the securities not made in accordance with the provisions of Regulation S.

INDEX TO FINANCIAL STATEMENTS

1.	Report of Independent Registered Public Accounting Firm;

2.	Audited financial statements for the period ending March 31, 2007 and for the period ending March 31, 2008 including:

	a.	Balance Sheet;

	b.	Statement of Operation;

	c.	Statement of Stockholders’ Equity;

	d.	Statement of Cash Flows;

	e.	Notes to Financial Statements

PAULA S. MORELLI, CPA P.C.
21 MARTHA STREET
FREEPORT, NY 11520
(516) 378-4258

REPORT OF INDEPENDENT AUDITOR

To the Audit Committee of the Board of Directors

and Stockholders Element92 Resources Corp.

I have audited the accompanying balance sheet of Element92 Resources Corp. (the Company") as of March 31, 2008 and 2007 and the related statements of operations, stockholders' equity, and cash flows for the years then ended as well as for the period September 1,2005 (inception date) to March 31,2008. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Element92 Resources Corp. as of March 30,2008 and 2007 and the results of their operations and cash flows for the period September 1, 2005 (inception date) to March 31, 2008 in conformity with accounting principles generally accepted in the United States.

The financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's present financial situation raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Freeport, New York July 8, 2008

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

(AUDITED)

MARCH 31, 2008

ELEMENT92 RESOURCES CORP.

ELEMENT92 RESOURCES CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(AUDITED)


		Mar. 31,		Mar. 31,
		2008		2007

ASSETS
Current Assets
Cash and cash equivalents	$	56,013	$	150
Prepaid expenses		-		9,167

		56,013		9,317


	$	56,013	$	9,317


LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	5,000	$	10,000
Due to related parties (Note 7)		14,150		2,150

		19,150		12,150
SHAREHOLDERS' EQUITY

Common stock
Authorized: 100,000,000 shares, par value $0.001;
Issued and outstanding: 7,052,000 and 6,050,000 respectively		2,507		1,505

Additional paid-in capital		158,193		58,995

Deficit accumulated during the exploration stage		(123,837)		(63,333)


		36,863		(2,833 )


	$	56,013	$	9,317


		-		-

Approved By The Board:

*"Geoff Armstrong"*	*"Daniel Mckinney"*
Director	Director

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2008 AND 2007 AND

FOR THE PERIOD SEPTEMBER 1, 2005 (DATE OF INCEPTION) TO MARCH 31, 2008

(AUDITED)

						September 1,
						2005 (Date of
		For the Years Ended				Inception) to
		Mar. 31, 2008		Mar. 31, 2007		Mar. 31, 2 008


Administrative Expenses
Bank charges and interest	$	40	$	-	$	40
Consulting		36,584		2,416		39,500
Mineral property interests		2,000		60,000		62,000
Office expenses		88		-		88
Professional fees		21,635		417		22,052
Shareholder information		157		-		157

		60,504		62,833		123,8 37


Loss for the Year		60,504		62,833		123,837

Deficit , beginning of year		63,333		500		-


Deficit , end of year		123,837		63,333	$	123,837


Basic and diluted loss per share	$	0.01	$	0.01


Weighted average number of shares
issued and outstanding - basic and diluted		6,908,164		5,000,000

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2008 AND 2007 AND FOR THE

PERIOD SEPTEMBER 1, 2005 (DATE OF INCEPTION) TO MARCH 31, 2008

(AUDITED)

September 1,

2005 (Date of

For the Years Ended

Inception) to

Mar. 31, 2008

Mar. 31, 2007

Mar. 31, 2008

Cash flows from (used in) operating activities

Loss for the period

(60,504)

(62,833)

(123,837)

Amounts not affecting cash

29,167

2,833

32,500

Adjustments to reconcile net loss to net cash used in

operating activities:

Impairment of mineral property costs

2,000

60,000

62,000

(Increase) decrease in accounts payable and

accrued liablilities

(5,000)

(Increase) decrease in prepaid expenses

Net cash used in operating activities

(34,337)

Cash flows from financing activities

Advances from related party

12,000

150

12,150

Shares issued for cash

78,200

Net cash provided by financing activities

90,200

150

90,350

Increase (decrease) in cash and cash equivalents

55,863

150

56,013

Cash and cash equivalents , beginning of period

150

Cash and cash equivalents , end of period

56,013

150

56,013

ELEMENT92 RESOURCES CORP.
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD SEPTEMBER 1, 2005 (DATE OF INCEPTION) TO
MARCH 31, 2008
(AUDITED)


							Deficit
	Number				Additional		During the
	of				Paid-In	Exploration
	Shares		Par Value		Capital		Stage		Total


Balance, September 1, 2005	-	$	-	$	-	$	-	$	-

Issued for cash at $0.001	5,000		5		495		-		500
Stock-split (1,000 for 1)	4,995,000		-		-		-		-
Net loss for the year	-		-		-		(500)		(500)


Balance, March 31, 2006	5,000,000		5		495		(500)		-

Issued for services @ $0.001	500,000		500		4,500		-		5,000
Issued for services @ $0.10	50,000		500		4,500				5,000
Issued for mineral interest @ $0.001	500,000		500		49,500		-		50,000
Net loss for the year	-		-		-		(62,833)		(62,833)


Balance, March 31, 2007	6,050,000		1,505		58,995		(63,333)		(2,833)

Issued for cash at $0.10	782,000		782		77,418		-		78,200
Issued for services @ $0.10	200,000		200		19,800		-		20,000
Issued for mineral interest @ $0.001	20,000		20		1,980		-		2,000
Net loss for the year	-		-		-		(43,504)		(43,504)


Balance, March 31, 2008	7,052,000	$	2,507	$	158,193	$	(106,837)	$	53,863

ELEMENT92 RESOURCES CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2008

1.	NATURE OF OPERATIONS AND GOING CONCERN

	The Company was incorporated on September 1, 2005 in the State of Wyoming under the name Ace Lock & Security, Inc. and on March 3, 2007 changed its name to Element92 Resources Corp. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims.

	The Company’s major activities are the acquisition and exploration of mineral interests and the production therefrom. The recoverability of amounts shown for mineral interests and their related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves. The Company does not generate sufficient cash flow from operations to adequately fund its exploration activities, and has therefore relied principally upon the issuance of securities for financing. The Company intends to continue relying upon the issuance of securities to finance its operations and exploration activities to the extent such instruments are issuable under terms acceptable to the Company.

	The Company’s financial statements are presented on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of operations.

	As at March 31, 2008, the Company has a working capital of $36,863 and has incurred losses totaling $123,837. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates. The Company plans to improve its financial condition by obtaining new financing.

2.	SIGNIFICANT ACCOUNTING POLICIES

	a)	Basis of Presentation

	These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31.

	b)	Use of Estimates

	The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period.

ELEMENT92 RESOURCES CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2008

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d) Financial Instruments

The fair values of financial instruments, which include cash, accounts payable and due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company is not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments.

e) Mineral Property Costs

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets” . The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

f)	Basic and Diluted Net Income (Loss) Per Share

	The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average

ELEMENT92 RESOURCES CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2008

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totaled 7,052,000 as at March 31, 2008 (6,050,000 as at March 31, 2007).

3.	MINERAL INTERESTS

	On March 30, 2007, the Company was granted an option to acquire a 100% interest in mineral claims located in the Huddersfield Township and Clapham Township, in the Province of Quebec, Canada. Under the terms of the option agreement, the Company must make cash payments of US$45,000 in various stages as follows: US$10,000 on execution of option agreement (paid), US$15,000 on or before April 30, 2008; and US$20,000 on or before April 30, 2009. The Company must also issue 1,500,000 shares in various stages as follows: 500,000 common shares upon execution of option agreement (issued), 500,000 common shares on or before April 30, 2008; and 500,000 common shares on or before April 30, 2009. The Company must incur exploration expenditures of not less than US$17,500 or SU$1,250 per claim on or before April 30, 2008, and not less than US$21,000 on or before April 30, 2009. Exploration expenditures incurred any date in excess of the minimum required to be incurred by such date to maintain the Option interest, shall carry forward to the following period. If any of the minimum exploration expenditures have not been incurred for the immediately preceding year, the Company may maintain its interest in the claims by paying the deficiency in cash to the Optionor within two months of the close of the period in which the deficiency occurred, and such payment shall be deemed to be exploration expenditures incurred by the Company for the purposes of the option agreement.

4.	COMMON STOCK

	The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. All shares have equal voting rights and have one vote per share. Voting are rights are not cumulative and, therefore, the holders of more than 50% of the common stock, if they choose to do so, elect all of the directors of the Company.

	During the year ended March 31, 2006, the Company issued 5,000 shares for cash proceeds of $5. The shares were subsequently split 1,000 for 1, thereby at March 31, 2006 the Company had 5,000,000 shares of common stock outstanding.

During the year ended March 31, 2007, the Company issued 500,000 shares for consulting services at a deemed price of $0.01 per share for total consideration of $5,000. The

ELEMENT92 RESOURCES CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2008

Company issued 50,000 shares for accounting services at a deemed price of $0.10 per share, for total consideration of $5,000. As well, the Company issued 500,000 shares at a deemed price of $0.10 per share for property acquisition.

During the year ended March 31, 2008, the Company raised $78,200 from the sale of shares at $0.10 per share, a total of 782,000 shares were issued. The Company issued 200,000 shares at a deemed price of $0.10 per share for consulting fees. The Company issued 20,000 shares at a deemed price of $0.10 per share for referral fee with regards to the Quebec property option.

As at March 31, 2008, the Company has not granted any incentive stock options.

5.	INCOME TAXES

	A. Income Tax Provision

	Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% (2007 – 34%) to income before income taxes.

						September 1,
						2005 (Date of
		For the Years Ended				Inception) to
		Mar. 31, 2008		Mar. 31, 2007		Mar. 31, 2008


Net operating loss	$	60,504	$	62,833	$	123,837

Increase in valuation allowance		(60,504)		(62,833)		(123,837)


Net deffered tax asset	$	-	$	-	$	-

ELEMENT92 RESOURCES CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2008

5.	INCOME TAXES (continued)

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

						September 1,
						2005 (Date of
		For the Years Ended				Inception) to
		Mar. 31, 2008		Mar. 31, 2007		Mar. 31, 2008

Operating loss carried forward	$	63,333	$	500	$	-
Operating loss for the period		60,504		62,833		123,837

		123,837		63,333		123,837
Statutory tax rate		34%		34%		34%

Net deferred tax asset		-		-		-

Valuation allowance		(123,837)		(63,333)		(123,837)

C. The Company has incurred operating losses of $123,837 which, if unutilized, will expire through to 2028. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:

Income Tax Operating Losses Carried Forward

	Amount	Expiration Date


$	500	2026
	62,833	2027
	60,504	2028

$	123,837

6.	DUE TO RELATED PARTY

	As at March 31, 2008, the Company was indebted to a director of the Company in the amount of $14,150. The amount due is non-interest bearing, unsecured and due on demand.

7.	SUBSEQUENT EVENTS

On April 1, 2008, the Company made the second payment on the Quebec property option of $15,000 and issued a further 500,000 shares.

INDEX TO E XHIBITS

The following exhibits are filed as part of this registration statement:

3.1	Certificate of Incorporation filed with State of Wyoming, September 1, 2005.

3.2	Bylaws

3.3	Articles of Amendment to Articles of Incorporation of Registrant respecting Name Change and Increase in Authorized Capital filed with the State of Wyoming March 3, 2007.

5.1	Opinion of Legal Counsel, Dieterich & Mazarei, LP

10.1	Executive Services Agreement between G. Armstrong through his company Kouzelne Mesto Ltd., and the Registrant dated February 28, 2007.

10.2	Computer and Internet Consultant Services Agreement between the Registrant and Robert Carpenter February 28, 2007.

10.3	Bookkeeping Consultant Services Agreement between the Registrant and Edward Low, dated February 28, 2007.

10.4	Management Services Agreement between Daniel S. Mckinney and the Registrant dated March 31, 2007.

10.5	Form of Element92 Resource Corp. Regulation S Subscription Agreement.

10.6	Option Agreement to Acquire Claims between of Element92 Resource Corp. and Robert Rosenblat dated March 30, 2007.

14	Code of Ethics dated May 2, 2007

23.1	Consent of Dieterich & Mazarei, LP (Legal Counsel) (included in opinion listed as Exhibit 5.1)

23.2	Consent of Paula S. Morelli CPA P.C. Certified Public Accountant.

99.1	List of Claims Subject to the Company’s Option

Undertakings

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 posteffective 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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 determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities 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, we 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 that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);

(ii) any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and

(iv) any other communication that is an offer in the offering made by us to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, 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 Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Signatures

Pursuant to 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 authorized in the City of Prague, Czech Republic on July 7, 2008

Element92 Resources Corp.

President, Chief Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE

CAPACITY IN WHICH SIGNED

DATE


Geoffrey Armstrong	President, Chief Executive Officer,	July 7, 2008
	Secretary, Treasurer, Principal
	Accounting Officer,
Principal Financial Officer and Director

Daniel S. Mckinney

Exhibit 10.1

EXECUTIVE SERVICES AGREEMENT

THIS AGREEMENT is made as of February 28, 2007, (the "Effective Date").

BETWEEN:

ELEMENT92 RESOURCES CORP. a company operating pursuant to the laws of the State of Wyoming with a mailing address of 250 H Street, #459 Blaine, WA 98230 (the "Company")

OF THE FIRST PART

AND:

Geoffrey J. Armstrong Kouzelne Mesto Ltd . a company operating pursuant to the laws of the Czech Republic with a mailing address of Sokolovska 27/93, Prague 8, Czech Republic 186 00 (the "Executive")

OF THE SECOND PART

This Executive Services Agreement (the "Agreement") is made and entered into effective as of February 28, 2007 (the "Effective Date"), between Element92 Resources Corp. (the "Company") and Geoffrey Armstrong through his Company Kouzelne Mesto Ltd., (the "Executive").

WHEREAS:

A.	The Company is engaged in the business of mining exploration and development

B.	The Company desires to retain the Executive to act as President, Chief Executive Officer,

Director and Secretary to provide his services to the Company as an Executive on the terms and subject to the conditions of this Agreement.

A. The Executive has agreed to act as President, Chief Executive Officer, Director and Secretary to the Company and to provide his services to the Company on the terms and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:

(a)	"Board" shall mean the Board of Directors of the Company.

(b)	"Cause" shall mean the Executive's (i) commission of an act of fraud, theft or embezzlement

or other similar willful misconduct; (ii) conviction of (or pleas of nolo contendere with respect to) a felony or other crime involving moral turpitude; (iii) a serious neglect of his material duties or failure to perform his material obligations under this Agreement, or (iv) refusal to follow lawful directives of the Board, provided however, that the Company shall give the Executive written notice specifying any actions alleged to constitute Cause under clauses (iii) or (iv), and the

Executive shall have 30 days from the date of receipt of the Company's written notice in which to cure any such alleged Cause.

(c) "Service Term" shall mean the period beginning on the Effective Date and ending on the close of business on the effective date of the Executive's termination of service with the Company.

(d)	"Expiration Date" shall have the meaning ascribed to such term in Section 2.

(e)	"Termination of Service" shall mean the first to occur of the following events:

(i)	the date of death of the Executive;

(ii)	the effective date specified in the Company's written notice to the Executive of the

Company's termination of his service without Cause;

(iii) the effective date specified in the Company's written notice to the Executive of the Company's termination of his service for Cause; and (iv) the occurrence of the Expiration Date.

2. SERVICE TERM

The Service Term shall become effective and begin as of the Effective Date, and shall continue until the close of business on the 5th anniversary of the Effective Date (the "Expiration Date"), unless the Executive's services are terminated earlier pursuant to a Termination of Service. The Executive will serve the Company subject to the general supervision, advice and direction of the Board and upon the terms and conditions set forth in this Agreement.

3. COMMENCEMENT OF SERVICE

The Company hereby engages the Executive as President and Director and the Executive hereby agrees to such service on the terms and conditions described in this Agreement. The Executive is being engaged directly by the Company as an Executive who will be compensated for the services rendered as herein provided. The Executive service with the Company will commence on February 28, 2007 (the effective date of this contract).

4. DESCRIPTION OF DUTIES and JOB TITLE

During the term of this Agreement the Executive agrees to devote his best efforts to perform all duties as shall be determined by and at the reasonable discretion of the Company's Board of Directors, and is charged with the responsibilities, duties and functions necessary to assist the Company to meet all of its obligations.

The Executive job title is President, Chief Executive Officer, Director and Secretary. The Executive will report to the Board and his main duties will be:

(a)	To manage the domestic and international operations of the company;

(b)	To act as Chairman of the Board of Directors;

(c)	To supervise the administration of the Company's mining projects worldwide;

(d)	To supervise the administration of the Company's operations:

(e)	Assist the Company to raise capital for general and project purposes;

(f)	To assist the Company in evaluation of potential expansion into other mining areas.

(g)	Assess joint venture proposals and work with legal professionals;

(h)	Advise the board of directors as to the suitability of properties for possible acquisition;

(i) Work with geologists, engineers, prospectors and other professionals on present and future Company projects;

(j) Work with various marketing personnel and assist management to develop brochures, literature, news releases, website(s) and other promotional or informational materials and write such materials as required;

(k) Work with, and assist the Company to develop contacts and relationships, in the brokerage community;

(l)	Assist the Company to develop and maintain proper budgets and budgeting controls;

(m)	To manage the Company’s day-to-day operations.

5. OTHER INTERESTS

Apart from the above, the Executive will devote his time, attention and abilities to his duties, and to act in the best interests of the Company at all times. The Executive must not, without the Company's written consent, be in any way directly or indirectly engaged or concerned in any other business where this is or is likely to be in conflict with the Company's interests or where this may adversely affect the efficient discharge of his duties. However, this does not preclude the Executive holding securities in any other company.

6. TRAVEL AND WORKING OVERSEAS

The executive will be required to travel locally or internationally from time to time. This may involve traveling outside normal business hours and at weekends or public holidays should the need arise.

In addition to the compensation provided for under this Section, upon submission of proper vouchers in accordance with the Company's expense reimbursement policies and procedures as may exist from time to time, the Company will reimburse the Executive for all normal and reasonable travel and other expenses incurred by the Executive during the Service Term in performance of the Executive's responsibilities to the Company.

At the request of the Executive, the Company may make an advance of travel or expense funds to the Executive against an approved budget.

Due to the Executive’s travel requirements on behalf of the Company, and subject to the Company’s prior written consent based on its ability to afford the protection herein described, the Company agrees to provide additional Travel Protection as follows:

(a) Medical Emergency Evacuation

In the event of a Medical Emergency as determined by the Executive, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Executive;

(b) Security Emergency Evacuation

In the event of Security Emergency as determined by the Executive, including, but not limited to civil unrest, terrorist attack, acts of violence or threats to the Executive or foreign legal issues, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Executive;

In the event of an emergency, as determined by the Executive, affecting the Executive’s immediate family including the spouse or child of the Executive, parent or sibling, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Executive;

(d) Personal Damage or Financial Emergency Evacuation

In the event of an emergency causing or likely to cause financial damage in excess of $10,000 to the Executive and as determined by the Executive, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Executive;

(e) Additional Medical Coverage

The Company Agrees to supplement the Executive’s Health Insurance coverage in order to provide extended health protection and benefits for the duration of the Executive’s absence from the Executive’s country of residence.

7. REMUNERATION

The Executive‘s basic remuneration is US$12,000 per annum in the first year. The Executive shall have the option, at the Company’s discretion of converting all or part of his remuneration into shares of the Company’s stock at a share price to be agreed upon by both parties. Should the Executive and the Company not find a mutually agreed upon share price, the remuneration shall be paid in cash.

8. REVIEW OF REMUNERATION

After one year from the effective date of this agreement, a review will be made of the basic fee and reviewed at the end of each subsequent year.

9. BENEFIT PLANS

During the Service Term, the Executive shall be entitled to participate in any benefit plans that may exist or be instituted, including but not limited to health plans and other Executive welfare benefit plans, with respect to which the Executive's position and tenure make him eligible to participate. Nothing in this Section shall be construed to require the Company to maintain any particular benefit plans for its employees, Executives or consultants.

10. INDEMNIFICATION a. The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's Articles of Incorporation or Bylaws or

the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

c. Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its board of directors, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct.

11. SUSPENSION

The Company has the right to suspend all or any of the Executive’s duties for such period and on such terms as it considers appropriate, including a requirement that the Executive will not attend at the Company's premises, or places of operations or contact any of its customers, suppliers or staff. The Company can exercise this right at any time (including during a period of notice terminating the Executive’s service) and whether or not it is in connection with a disciplinary investigation. Suspension will be on full pay and the Executive’s contractual benefits will continue to be provided unless it is a sanction imposed at a disciplinary hearing (the sanction may be suspension, without pay or on reduced pay as the Company may decide).

12. TERMINATION

The Executive is entitled to 30 days notice in writing of termination of service and to an additional week's notice for each year of service up to a maximum of 8 weeks' notice in writing. The Company may make a payment of the Executive’s basic fee in lieu of the above notice entitlement.

The above is subject to the Company's right to terminate the Executive’s services at any time without notice:

(a)	for any act of serious misconduct or of serious incompetence; or

(b)	for repeated or other material breach by the Executive of his obligations to the Company; or

(c)	if the Executive is guilty of any conduct which seriously prejudices or is likely seriously to

prejudice the Company; or

(d) if the Executive is convicted of any criminal offence.

The Executive is required to give the Company not less than 30 days notice in writing to terminate his service.

On termination of the Executive’s service the Executive must immediately return to the Company, in accordance with any instructions, which may be given to the Executive, all items of property belonging to the Company in his possession or under his control. The Executive must, if so required by the Company, confirm in writing that the Executive has complied with his obligations under this provision.

13. AGREEMENT TO MAKE DEDUCTION/WITHHOLD PAYMENT

At any time during the Executive’s service, or on its termination (however arising), the Company shall be entitled to deduct from the fee or any other payments due to the Executive in respect of the Executive’s service any monies due from the Executive to the Company. If at any time the Executive is requested to return to the Company property belonging to it and the Executive fails to do so the Company shall, without prejudice to any other remedy, be entitled to withhold any monies due to the Executive from the Company.

14. SECURITY

Confidentiality: Except in the proper performance of the Executive’s duties, the Executive will not either during the Executive’s service or at any time afterwards in any fashion, form or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, or Company, or other entity, or utilize for his own benefit, in any manner whatsoever, any trade secrets or any information of any kind, nature of description concerning any matters affecting or relating to the business of the Company including, but not limited to, the names of any of the Company's agents or any other information concerning the business of the Company or its manner of operation without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important, except with the express written consent of the Company. The Executive will use his best endeavors to prevent the disclosure of, any information of a confidential nature concerning the business of the Company or of any customer, supplier or other person having dealings with the Company and which comes to his knowledge during the course of his service. Provided however, the foregoing shall not apply in the event the Executive is required, by court order or is otherwise required by law or by a governmental agency, to disclose information concerning business.

Property of Company: All tangible, confidential information and other documentation, either directly or indirectly, coming into the Executive’s possession of in the course of the Executive service, shall remain the property of the Company and shall be returned to the Company.

Company and Executive Stipulate: The Company and Executive hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effectiveness and successful conduct of the business of the Company and its goodwill, and that any breach of the terms of this section is a breach of this Agreement.

Non-interference The Executive will not at any time, in any fashion, form or manner, either directly or indirectly, for himself or on behalf of any other person, persons, firm, partnership, entity, company, or business, call upon any customer, employee or Executive of the Company for the purpose of soliciting a business or promotional relationship with respect to any customer, employee or Consultant.

15. INVALID PROVISION

The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

16. MODIFICATION

No change or modification of this Agreement shall be valid unless in writing and signed by the parties hereto.

17. ARBITRATION

mediation before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be settled by an agreed upon arbitration association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

18. NOTICES

Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Executive at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 18. Notices shall be deemed given when delivered.

19. APPLICABLE LAW, BINDING EFFECT, AND ASSIGNABILITY

This Agreement shall be governed by and interpreted under the laws of the State of Wyoming, United States and shall inure to the benefit of and be binding upon the parties hereto and their heirs, personal representatives, successors and assigns. This Agreement is assignable by the Company with the written consent of the Executive but is not assignable by Executive.

20. REPRESENTATIONS AND WARRANTIES

The Executive represents and warrants to the Company that;

(a) the Executive is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and; (b) the Executive is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

21. MISCELLANEOUS

(a) This Agreement contains the entire agreement of the parties relating to the subject matter hereof; (b) This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof; (c) A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition; (d) The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

IN WITNESS WHEREOF, the undersigned have hereunto executed the Agreement on the date set forth above.

The Company:

/s/ G. Armstrong On Behalf of the Board

Geoffrey Armstrong, President and Sole Director Element92 Resources Corp.

Executive

/s/ G. Armstrong

Geoffrey Armstrong, President and Sole Director, Kouzelne Mesto Ltd.

Exhibit 10.2

ELEMENT92 RESOURCES CORP.
COMPUTER MANAGEMENT
CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made and entered into as of March 10, 2007 by and between Element92 Resources Corp., a Wyoming corporation (hereinafter referred to as the "Company") and Robert Carpenter, a consultant, residing at #27 - 7428 Southwynde Ave, Burnaby, British Columbia, Canada, (hereinafter referred to as the "Consultant").

RECITALS

WHEREAS, Consultant has extensive training and experience in all aspects of computer technology, information technology and Internet development and technology;

WHEREAS , the Company wishes to engage the services of the Consultant as an advisor and resource person to assist the Company in developing its business plan;

NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1. CONSULTING SERVICES

The Company hereby retains the Consultant to act as the Computer Management Consultant of the Company and the Consultant hereby accepts and agrees to such retention. The Consultant, in his capacity as the Computer Management Consultant shall assist with management and with directing the development and maintenance of all aspects of the Company’s computer programs including but not limited to assistance with the development, implementation and maintenance of the Company’s website(s), the Company’s use of computers to properly conduct its daily affairs and the use of computers to develop its online information and communications programs. In addition, the Consultant shall have and perform such other duties as are customarily performed by one holding such position in other businesses or enterprises and shall have and perform such unrelated duties and services as may be assigned to him from time to time by the Board of Directors of the Company. The Consultant agrees to abide by the Company policies and procedures established from time to time by the Company. The Consultant shall accept from the Company, as full compensation for his services, including, without limitation, any services rendered by him or of any parent, subsidiary or affiliate of the Company, compensation in the form of shares of the Company’s common stock, $0.001 par value per share (hereinafter referred to as the “Common Stock”) as provided in subsection a of Section 4 below.

2. TERM OF AGREEMENT

This Agreement shall be in full force and effect commencing upon the date hereof and concluding at the close of business on the same date in three years ("termination date"). Either Party may, at its own discretion, elect to terminate this Agreement by giving notice in writing 30 days in advance of the termination. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party. Consultant shall have the right to terminate this Agreement if Company fails to comply with any of the material terms of this Agreement, including without limitation its responsibilities as set forth in this Agreement, and such failure

continues un-remedied for a period of thirty (30) days after written notice to the Company by Consultant. The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth with specificity facts comprising a material breach of this Agreement by Consultant. Consultant shall have thirty (30) days to remedy such breach. Upon completion of one full year of service, the Consultant shall maintain full right to all shares as described in Paragraph 4.

3. TIME DEVOTED BY CONSULTANT

It is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder.

4. COMPENSATION TO CONSULTANT

In exchange for current and future Consulting Services provided or to be provided by the Consultant to Company, the Company shall issue to the consultant, 500,000 common shares of the Company at a deemed price of $0.01 per share. The shares of Common Stock to be issued to the Consultant, shall be “restricted securities” as defined in Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (hereinafter referred to as the “Act”), and may not be sold unless registered pursuant to the Act or in accordance with the terms of Rule 144.

5. INDEPENDENT CONTRACTOR

Both Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of his duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other authorized representative of Consultant, is a partner, joint venturer, agent, officer or employee of Company.

6. CONFIDENTIAL INFORMATION

The Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing parties prior written consent. It is hereby agreed that from time to time Consultant and the Company may designate certain disclosed information as confidential for purposes of this Agreement. Consultant hereby designates its broker network and/or any retail brokerage operations identified by Consultant to Company as Consultant's confidential information. The Company hereby designates it shareholder list as the Company's confidential information.

7. INDEMNIFICATION

The Company hereby agrees to indemnify and hold Consultant harmless from any and all liabilities incurred by Consultant under the Securities Act of 1933, as amended (the "Act"), the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any material misstatement or omission contained in any offering documents provided by the Company, or (ii) any intentional actions by the Company, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations. Furthermore, the Company agrees to reimburse Consultant for any legal or other expenses incurred by Consultant in connection with investigating or defending any action,

proceeding, investigation, or claim in connection herewith. The indemnity obligations of the Company under this paragraph shall extend to the shareholders, directors, officers, employees, agents, and control persons of Consultant.

Consultant hereby agrees to indemnify and hold the Company harmless from any and all liabilities incurred by the Company under the Act, the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any actions by Consultant, its officers, employees, agents, or control persons, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (ii) any breach of this Agreement by Consultant.

The indemnity obligations of the parties under this paragraph 7 shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Company, the Consultant, and any other such persons or entities mentioned hereinabove.

8. COVENANTS OF CONSULTANT

Consultant covenants and agrees with the Company that, in performing Consulting Services Consultant will not publish, circulate or otherwise use any solicitation materials business plan, financial statements, investor mailings or updates other than materials provided by or otherwise approved by the Company.

(a) ATTORNEYS' FEES. If either party files any action or brings any proceeding against the other arising out of this Agreement, then the prevailing party shall be entitled to reasonable attorneys' fees.

(b) WAIVER. No waiver by a party of any provision of this Agreement shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision. The exercise by a party of any remedy provided in this Agreement or at law shall not prevent the exercise by that party of any other remedy provided in this Agreement or at law.

(c) ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and no assignment shall be allowed without first obtaining the written consent of the non-assigning party.

d) SEVERABILITY. In any condition or covenant herein contained is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable form the remainder of this Agreement and shall in no way effect the other covenants and conditions contained herein.

(e) AMENDMENT. This Agreement may be amended only by a written agreement executed by all parties hereto.

(f) HEADINGS. Titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provision hereof. No provision in this Agreement is to be interpreted for or against either party because that party or his legal representative drafted such provision.

(g) NOTICE. All written notices, demands, or requests of any kind, which either party may be required or any desire to serve on the other in connection with this Agreement, must be served by registered or certified mail, with postage prepaid and return receipt requested. In lieu of mailing, either party may cause delivery of such notice, demands and requests to be made by personal service facsimile transmission, provided that acknowledgment of receipt is made.

Notice shall be deemed given upon personal delivery or receipt of facsimile transmission, or two (2) days after mailing. All such notices, demands, and requests shall be delivered as follows:

If to the Company:

Element92 Resources Corp.
250 H Street #459
Blaine, WA 98230

If to the Consultant:

Robert Carpenter,
#27 - 7428 Southwynde Ave,
Burnaby, British Columbia, Canada V3N 0A1

(h) ENTIRE AGREEMENT. This Agreement, including any Exhibits or Schedules attached hereto, contains all of the representations, warranties, and the entire understanding and agreement between the parties. Correspondence, memoranda, or agreements, whether written or oral, originating before the date of this Agreement are replaced in total by this Agreement unless otherwise especially stated.

(i) COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that facsimile signatures of this Agreement shall be deemed a valid and binding execution of this Agreement.

(j) GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. In any legal action involving this Agreement or the parties' relationship, the parties agree that the exclusive venue for any lawsuit shall be in the state or federal court located within the city of Cheyenne, Wyoming. The parties agree to submit to the personal jurisdiction of the state and federal courts located within the city of Cheyenne, Wyoming.

IN WITNESS WHEREOF, the parties hereto have placed their signatures hereon on the day and year first above written.

COMPANY

/s/ G. Armstrong
Geoffrey Armstrong, President and Director
Element92 Resources Corp.

CONSULTANT

/s/ R. Carpenter

Robert Carpenter

Exhibit 10.3

ELEMENT92 RESOURCES CORP.

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the “Agreement”) dated this 10th day of March 2007 (hereinafter referred to as the “Effective Date”), by and between Element92 Resources Corp. (hereinafter referred to as the “Company”), a Wyoming corporation with a mailing address at 250 H Street #459 Blaine WA 98230, and Mr. Edward Low (hereinafter referred to as the “Consultant”), with his residence address located at 2730 E 54th Ave, Vancouver, British Columbia, Canada, V5S 1X8

WITNESSETH:

WHEREAS:

1.	The Consultant has certain expertise in accounting and as a bookkeeper.

2.	The Company desires to retain the Consultant and the Consultant desires to be

retained by the Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Responsibilities . The Company hereby retains the Consultant to act as the bookkeeper of the Company and the Consultant hereby accepts and agrees to such retention. The Consultant, in his capacity as the bookkeeper of the Company, shall keep the books of account of the Company and prepare unaudited financial statements, as necessary, for the Company. In addition, the Consultant shall have and perform such other duties as are customarily performed by one holding such position in other businesses or enterprises that are the same as or similar to that engaged in by the Company, and shall have and perform such unrelated duties and services as may be assigned to him from time to time by the Board of Directors or the Chief Financial Officer of the Company. The Consultant agrees to abide by the Company policies and procedures established from time to time by the Company. The exact nature of the duties of the Consultant shall be more fully outlined and defined in a formal job description between the Company and the Consultant, copies of which, as amended from time to time, shall be attached hereto as APPENDIX A, and incorporated herein by this reference. The Consultant shall accept from the Company, as full compensation for his services, including, without limitation, any services rendered by him as an officer or director of the Company or of any parent, subsidiary or affiliate of the Company, incentive compensation in the form of shares of the Company’s common stock, $0.001 par value per share (hereinafter referred to as the “Common Stock”), as provided in Section 4 below.

2. Best Efforts of Consultant . The Consultant agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents perform to the reasonable satisfaction of the Company all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement. Such duties shall be rendered at such place or places and during such hours as the Company shall in good faith require or as the interest, needs, business or opportunity of the Company shall require.

3. Term . The term of this Agreement shall be a period of three years, commencing March 10, 2007, and terminating March 9, 2010, subject, however, to prior termination as hereinafter provided.

4. Compensation of Consultant . The Company shall issue the Consultant 50,000 newly-issued, restricted shares of Common Stock of the Company at a deemed price of $0.10 per share for the period from March 10, 2007, and terminating March 9, 2010 for services performed to date and to be performed under the terms and conditions of this Agreement. The shares of Common Stock to be issued shall be “restricted securities” as defined in Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (hereinafter referred to as the “Act”), and may not be sold unless registered pursuant to the Act or in accordance with the terms of Rule 144. Upon completion of one full year of service, the Consultant shall maintain full right to all shares as described herein.

5. Expenses . The Consultant shall be authorized to incur reasonable expenses in the performance of his responsibilities pursuant to this Agreement, including expenses for business entertainment, business travel and similar items and other expenses as approved by the Company, subject to a limit of $100.00 or other restrictions established from time to time by the Company. The Company shall reimburse the Consultant for all such authorized expenses within a reasonable time after presentation by the Consultant from time to time of an itemized account of such expenditures.

6.	Termination . a. This Agreement may be terminated by the Consultant upon thirty (30)

days’ prior written notice to the Company. If the Consultant shall so terminate this Agreement within one year of the Effective Date, the Consultant shall return all shares issued to the Consultant as described in Section 4 above.

b. (i) The Company may terminate this Agreement at any time in the

event of any violation by the Consultant of any of the terms of this Agreement or for cause, as defined below, without notice to the Consultant.

(ii) Sufficient cause for termination by the Company shall be a determination made in good faith and based upon reasonable grounds that the Consultant: (a) has failed to adequately perform his duties hereunder, as determined by the Board of Directors in its sole discretion, or has been substantially absent from retention; (b) has engaged in habitual drunkenness or abusive drugs rendering the Consultant unable to carry our his duties in a responsible manner; (c) has embezzled funds or misapplied assets of the Company; (d) has committed an act with the intent to defraud or hinder the Company; or (e) has been negligent in the performance of the duties owed by the Consultant to the Company.

(iii) As soon as may be practicable after the termination of the Consultant by the Company for cause, the Board of Directors of the Company shall make an investigation of, and allow the Consultant an opportunity to discuss with the Board of Directors, the relevant facts with respect thereto. If the Board of Directors of the Company shall determine that the Consultant has been terminated without cause, the Consultant shall be reinstated in the position which he held prior to the termination and shall receive any compensation accrued or payable during the period of his termination. In such event, any shares of Common Stock or other accrued benefits shall be payable to the Consultant as if the Consultant had not been terminated.

(iv) Any conduct of the Consultant that shall constitute cause for termination under the terms of subsection b (2) of this Section 6 and any breach or evasion of any of the terms of this Agreement by either party hereto will result in immediate and irreparable injury to the injured party and will authorize recourse to injunction and/or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled hereunder.

c. Anything herein contained to the contrary notwithstanding, in the event that the Company shall discontinue operating its business for any reason including but not limited to insolvency, then this Agreement and the Consultant’s retention hereunder shall terminate as of the date the Company ceases business operation. For purposes of this Agreement, the Company shall be considered to be insolvent if: (i) a petition under Chapters 7, 11 or 12 of the Bankruptcy Reform Act of 1978 has been filed by or against the Company and has not been dismissed within ninety (90) days after filing; or (ii) the Company has made an assignment for the benefit of creditors.

d. If the Consultant shall die during the term of this Agreement, this Agreement and the Consultant’s retention hereunder shall terminate immediately upon the Consultant’s death.

e. (i) Notwithstanding anything in this Agreement to the contrary, the Company is hereby given the option to terminate this Agreement and the Consultant’s retention hereunder in the event that the Consultant, during the term hereof, shall become permanently disabled as defined in subsection e (ii) of this Section 6 below. The Company may exercise such option by giving written notice of termination to the Consultant at any time after the Consultant becomes permanently disabled. This Agreement and the Consultant’s retention shall terminate as of the date of such notice, provided that the Consultant shall be entitled to his salary hereunder to the last day of the month in which such termination occurs.

(ii) For purposes of this Agreement, the Consultant shall be deemed to have become permanently disabled if, because of ill health, physical or mental disability or for other causes beyond his control, he shall have been unable or unwilling or shall have failed to perform his duties hereunder on ninety per cent (90%) of the days during a period of two (2) consecutive months, irrespective of whether or not such days are consecutive.

f. Upon termination of this Agreement for any reason, the Consultant must immediately return any and all equipment such as communications equipment, computers and related equipment, furniture, office equipment, proprietary papers, customer lists, manuals, files or other documents or copies thereof belonging to the Company or any of its affiliates. This clause must be adhered to, notwithstanding any disagreement between the Company and the Consultant.

7. Extent of Service; Self-Dealing . The Consultant shall devote his full, normal working time, attention and energy to the business of the Company and, as assigned by the Board of Directors of the Company, to the business of corporations affiliated with the Company, and shall not during the term of this Agreement be engaged in any other business activity that conflicts with the Consultant’s obligations under this Agreement. The foregoing shall not be construed as preventing the Consultant from making investments in businesses or enterprises provided such investments do not require any services on the part of the Consultant in the management, operation or affairs of such businesses or enterprises.

The Consultant shall cooperate with, assist and furnish information upon request to the Board of Directors of the Company or of the directors or affiliates of the Company and the auditors and legal counsel for the Company or its affiliates. The provisions of this Section 7 shall survive termination of this Agreement with respect to matters arising during the period of retention of the Consultant by the Company.

8. Disclosures of Information . The Consultant recognizes and acknowledges that he has and will have access to certain confidential information of the Company and its affiliates, including, but not limited to, technologies, specifications, intellectual property, software, lists of clients or customers, know-how and other proprietary information, that are valuable, special and

unique assets and property of the Company and such affiliates. The Consultant will not, during or after the term of his retention, disclose, without the prior written consent or authorization of the Company, or authorize or permit anyone under his direction or control to disclose any of such information to any firm, person, corporation, association, enterprise or other entity, except to authorized representatives of the Company or its affiliates, for any reason or purpose whatsoever. In this regard, the Consultant agrees that such authorization or consent to disclosure may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or other procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed. In the event a third party seeks to compel disclosure of confidential information by the Consultant by judicial or administrative process, the Consultant shall promptly notify the Company of such occurrence and furnish to the Company a copy of the demand, summons, subpoena or other process served upon the Consultant to compel such disclosure, and will permit the Company to assume, at the Company’s expense but with the Consultant’s cooperation, defense of the disclosure demand. In the event the Company does not contest such a third-party disclosure demand under judicial or administrative process or a final judicial order is issued compelling disclosure of confidential information by the Consultant, the Consultant shall be entitled to disclose such confidential information in compliance with the terms of such administrative or judicial process or order.

Upon termination of the Consultant’s retention by the Company, the Consultant shall neither take nor retain any equipment, proprietary papers, customer lists, manuals, files or other documents or copies thereof belonging to the Company or any of its affiliates.

The provisions of this Section 8 shall survive the termination of this Agreement. In the event of a breach or threatened breach by the Consultant of the provisions of this Section 8, the Company shall be entitled to an injunction restraining the Consultant from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Consultant.

9. Other Benefits . The Consultant shall be entitled to all other benefits contained in any approved Company benefit plan(s) offered to all consultants, subject to the provisions of such plan(s). Nothing in this Section shall be construed to require the Company to maintain any particular benefit plan(s).

10.	Indemnification . a. The Company agrees that if the Consultant is made a party, or is

threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter referred to as a “Proceeding”), by reason of the fact that he is or was a director, officer or consultant of the Company or is or was serving at the request of the Company as a director, officer, member, consultant or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to executive benefit plans, whether or not the basis of such Proceeding is the Consultant’s alleged action in an official capacity while serving as a director, officer, member, consultant or agent, the Consultant shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s Articles of Incorporation or Bylaws or resolutions of the Company’s Board of Directors or, if greater, by the laws of the State of Wyoming, against all cost, expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Consultant in connection therewith, and such indemnification shall continue as to the Consultant even if he has ceased to be a director, member, consultant or agent of the Company or other entity, with respect to acts or omissions

that occurred prior to the cessation of his retention with the Company, and shall inure to the benefit of the Consultant’s heirs, executors and administrators. The Company shall advance to the Consultant all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Consultant to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

b. Neither the failure of the Company (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Consultant that indemnification of the Consultant is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board of Directors, independent legal counsel or stockholders) that the Consultant has not met such applicable standard of conduct, shall create a presumption that the Consultant has not met the applicable standard of conduct.

11. Notices . Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and delivered via email, courier or agreed fax to his last known address or contact number, in the case of the Consultant, or to its principal executive offices, in the case of the Company.

12. Waiver of Breach . Any waiver by the Company of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant.

13. Assignment . The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

14. Applicable Law . It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and pursuant to the laws of the State of Wyoming and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Wyoming shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.

15. Severability . All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in Sections 1 and 4 hereof, shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.

16. Entire Agreement . This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all prior understandings, agreements and negotiations between the parties, provided that nothing herein shall be deemed to restrict or limit the common law duties of the Consultant to the Company.

17. Waiver and Modification . Any waiver, alteration or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, from time to time, may waive any of his or its rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof.

18. Captions and Paragraph Headings . Captions and paragraph headings used herein are for convenience only, are not a part hereof and shall not be used in construing this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the day and year first above written.

THE COMPANY:

ELEMENT92 RESOURCES CORP.

By:
__________________________________

Geoffrey Armstrong, President and Director

THE CONSULTANT:

___________________________________
Edward Low

APPENDIX A
Edward Low

DESCRIPTION OF DUTIES AND JOB TITLE

During the term of this Agreement the Consultant agrees to devote his best efforts to perform all duties as shall be determined by and at the reasonable discretion of the Company's Board of Directors, and is charged with the responsibilities, duties and functions necessary to assist the Company to meet all of its obligations.

The Consultant job title is Bookkeeper. The Consultant will report to the Board and his main duties will be:

(a)	The Consultant will assist the Company with the preparation and proper maintenance of the Company's account books.

(b)	The Consultant will prepare and assist with the preparation and presentation of the Company's required unaudited quarterly financial statements in a timely manner, and assist with the preparation of the Company's annual financial statement(s);

(c)	The Consultant will assist the Company with maintaining the security of all internal corporate records pursuant to the preparation and proper maintenance of all account books;

(d)	The Consultant will assist the Company with the preparation of all necessary communications and responses to communications with the Company's auditors and assist the Company with the preparation of all necessary communications and responses with regulatory agencies where such communications and responses are within the scope of services contemplated by this Agreement;

(e)	The Consultant will also perform additional duties and responsibilities to the Company at the reasonable instruction of the President of the Company or his designee, provided that such additional duties and responsibilities are within the scope of services contemplated by this Agreement.

The Consultant will not engage in any activity that will interfere or conflict with the Consultant’s duties and responsibilities to the Company or that interfere or conflict with the business and objectives of the Company.

The Consultant will not make any misrepresentation of the Company or its business, operations or financial condition to any party in the performance of the services required by this Agreement.

Exhibit 10.4

MANAGEMENT SERVICES AGREEMENT

DIRECTOR

THIS AGREEMENT is made as of May 1, 2007, (the "Effective Date").

BETWEEN:

ELEMENT92 RESOURCES CORP. a company operating pursuant to the laws of the State of Wyoming with a mailing address of 250 H Street, #459 Blaine, WA 98230 (the "Company")

OF THE FIRST PART

AND:

Daniel S. Mckinney
with a mailing address of
114 Magnolia Street, Suite 400-115
Bellingham, WA 98225
(the "Director")

OF THE SECOND PART

This management Services Agreement (the "Agreement") is made and entered into effective as of May 1, 2007 (the "Effective Date"), between Element92 Resources Corp. (the "Company") Daniel S. Mckinney (the "Director").

WHEREAS:

A.	The Company is engaged in the business of mining exploration and development

B.	The Company desires to retain Daniel S Mckinney to act as Director and provide his services

to the Company as an Director on the terms and subject to the conditions of this Agreement.

A. Daniel S Mckinney has agreed to act as Director to the Company and to provide his services to the Company on the terms and subject to the conditions of this Agreement.

1. DEFINITIONS

The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:

(a)	"Board" shall mean the Board of Directors of the Company.

(b)	"Cause" shall mean the Director's (i) commission of an act of fraud, theft or embezzlement

or other similar willful misconduct; (ii) conviction of (or pleas of nolo contendere with respect to) a felony or other crime involving moral turpitude; (iii) a serious neglect of his material duties or failure to perform his material obligations under this Agreement, or (iv) refusal to follow lawful directives of the Board, provided however, that the Company shall give the Director written notice specifying any actions alleged to constitute Cause under clauses (iii) or (iv), and the Director shall have 30 days from the date of receipt of the Company's written notice in which to cure any such alleged Cause.

(c) "Service Term" shall mean the period beginning on the Effective Date and ending on the close of business on the effective date of the Director's termination of service with the Company.

(d)	"Expiration Date" shall have the meaning ascribed to such term in Section 2.

(e)	"Termination of Service" shall mean the first to occur of the following events:

(i)	the date of death of the Director;

(ii)	the effective date specified in the Company's written notice to the Director of the Company's

termination of his service without Cause;

(iii) the effective date specified in the Company's written notice to the Director of the Company's termination of his service for Cause; and (iv) the occurrence of the Expiration Date.

2. SERVICE TERM

The Service Term shall become effective and begin as of the Effective Date, and shall continue until the close of business on the 3rd anniversary of the Effective Date (the "Expiration Date"), unless the Director's services are terminated earlier pursuant to a Termination of Service. The Director will serve the Company subject to the general supervision, advice and direction of the Board and upon the terms and conditions set forth in this Agreement.

3. COMMENCEMENT OF SERVICE

The Company hereby engages the Director and the Director hereby agrees to such service on the terms and conditions described in this Agreement. The Director is being engaged directly by the Company as a Director who will be compensated for the services rendered as herein provided. The Director’s service with the Company will commence on May 1, 2007 (the effective date of this contract).

4. DESCRIPTION OF DUTIES and JOB TITLE

During the term of this Agreement the Director agrees to devote his best efforts to perform all duties as shall be determined by and at the reasonable discretion of the Company's Board of Directors, and is charged with the responsibilities, duties and functions necessary to assist the Company to meet all of its obligations.

The job title is Director and the Director will report to the Board. His main duties will be:

(a) To assist the President to manage the domestic and international operations of the company;

(b) To assist with the supervision and administration of the Company's mining projects worldwide;

(c)	To assist with the supervision and administration of the Company's daily operations:

(d)	Assist the Company to raise capital for general and project purposes;

(e)	To assist the Company in evaluation of potential expansion into other mining areas.

(f)	To help assess joint venture proposals and work with legal professionals;

(g)	to advise the board of directors as to the suitability of properties for possible acquisition;

(h)	To work with geologists, engineers, prospectors and other professionals on present and

future Company projects;

(i) to work with various marketing personnel and assist management to develop brochures, literature, news releases, website(s) and other promotional or informational materials and write such materials as required;

(j) to work with, and assist the Company to develop contacts and relationships, in the brokerage community;

(k)	to assist the Company to develop and maintain proper budgets and budgeting controls;

(l)	To assist with the management of the Company’s day-to-day operations.

5. OTHER INTERESTS

Apart from the above, the Director will devote his time, attention and abilities to his duties, and to act in the best interests of the Company at all times. The Director must not, without the Company's written consent, be in any way directly or indirectly engaged or concerned in any other business where this is or is likely to be in conflict with the Company's interests or where this may adversely affect the efficient discharge of his duties. However, this does not preclude the Director holding securities in any other company.

6. TRAVEL AND WORKING OVERSEAS

The Director may be required to travel locally or internationally from time to time. This may involve traveling outside normal business hours and at weekends or public holidays should the need arise.

In addition to the compensation provided for under this Section, upon submission of proper vouchers in accordance with the Company's expense reimbursement policies and procedures as may exist from time to time, the Company will reimburse the Director for all normal and reasonable travel and other expenses incurred by the Director during the Service Term in performance of the Director's responsibilities to the Company.

At the request of the Director, the Company may make an advance of travel or expense funds to the Director against an approved budget.

Due to the Director’s travel requirements on behalf of the Company, and subject to the Company’s prior written consent based on its ability to afford the protection herein described, the Company agrees to provide additional Travel Protection as follows:

(a) Medical Emergency Evacuation

In the event of a Medical Emergency as determined by the Director, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

(b) Security Emergency Evacuation

In the event of Security Emergency as determined by the Director, including, but not limited to civil unrest, terrorist attack, acts of violence or threats to the Director or foreign legal issues, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

In the event of an emergency, as determined by the Director, affecting the Director’s immediate family including the spouse or child of the Director, parent or sibling, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

(d) Personal Damage or Financial Emergency Evacuation

In the event of an emergency causing or likely to cause financial damage in excess of $10,000 to the Director and as determined by the Director, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

7. COMPENSATION

In exchange for current and future services provided or to be provided by the Director, the Company shall issue to the consultant, 200,000 common shares of the Company at a deemed price of $0.10 per share. The shares of Common Stock to be issued to the Consultant, shall be “restricted securities” as defined in Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (hereinafter referred to as the “Act”), and may not be sold unless registered pursuant to the Act or in accordance with the terms of Rule 144. Upon completion of one full year of service, the Consultant shall maintain full right to all shares as described herein.

8. BENEFIT PLANS

During the Service Term, the Director shall be entitled to participate in any benefit plans that may exist or be instituted, including but not limited to health plans and other welfare benefit plans, with respect to which the Director's position and tenure make him eligible to participate. Nothing in this Section shall be construed to require the Company to maintain any particular benefit plans for its employees, Directors or consultants.

9. INDEMNIFICATION a. The Company agrees that if the Director is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Director's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Director shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's Articles of Incorporation or Bylaws or

b. Resolutions of the Company's Board of Directors or, if greater, by the laws of the State of Wyoming, against all cost, expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Director in connection therewith, and such indemnification shall continue as to the Director even if he has ceased to be a director, member, employee or agent of the Company or other entity, with respect to acts or omissions which occurred prior to his cessation of employment with the Company, and shall inure to the benefit of the Director's heirs, executors and administrators. The Company shall advance to the Director all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Director to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

Company (including its board of directors, independent legal counsel or stockholders) that the Director has not met such applicable standard of conduct, shall create a presumption that the Director has not met the applicable standard of conduct.

11. SUSPENSION

The Company has the right to suspend all or any of the Director’s duties for such period and on such terms as it considers appropriate, including a requirement that the Director will not attend at the Company's premises, or places of operations or contact any of its customers, suppliers or staff. The Company can exercise this right at any time (including during a period of notice terminating the Director’s service) and whether or not it is in connection with a disciplinary investigation. Suspension will be on full pay and the Director’s contractual benefits will continue to be provided unless it is a sanction imposed at a disciplinary hearing (the sanction may be suspension, without pay or on reduced pay as the Company may decide).

12. TERMINATION

The Director is entitled to 30 days notice in writing of termination of service and to an additional week's notice for each year of service up to a maximum of 8 weeks' notice in writing.

The above is subject to the Company's right to terminate the Director’s services at any time without notice:

(a)	for any act of serious misconduct or of serious incompetence; or

(b)	for repeated or other material breach by the Director of his obligations to the Company; or

(c)	if the Director is guilty of any conduct which seriously prejudices or is likely seriously to

prejudice the Company; or

(d) if the Director is convicted of any criminal offence.

The Director is required to give the Company not less than 30 days notice in writing to terminate his service.

On termination of the Director’s service the Director must immediately return to the Company, in accordance with any instructions, which may be given to the Director, all items of property belonging to the Company in his possession or under his control. The Director must, if so required by the Company, confirm in writing that the Director has complied with his obligations under this provision.

13. AGREEMENT TO MAKE DEDUCTION/WITHHOLD PAYMENT

At any time during the Director’s service, or on its termination (however arising), the Company shall be entitled to deduct from any payments due to the Director in respect of the Director’s service any monies due from the Director to the Company. If at any time the Director is requested to return to the Company property belonging to it and the Director fails to do so the Company shall, without prejudice to any other remedy, be entitled to withhold any monies due to the Director from the Company.

14. SECURITY

Confidentiality: Except in the proper performance of the Director’s duties, the Director will not either during the Director’s service or at any time afterwards in any fashion, form or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, or Company, or other entity, or utilize for his own benefit, in any manner whatsoever, any trade secrets or any information of any kind, nature of description concerning any matters affecting or relating to the

business of the Company including, but not limited to, the names of any of the Company's agents or any other information concerning the business of the Company or its manner of operation without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important, except with the express written consent of the Company. The Director will use his best endeavors to prevent the disclosure of, any information of a confidential nature concerning the business of the Company or of any customer, supplier or other person having dealings with the Company and which comes to his knowledge during the course of his service. Provided however, the foregoing shall not apply in the event the Director is required, by court order or is otherwise required by law or by a governmental agency, to disclose information concerning business.

Property of Company: All tangible, confidential information and other documentation, either directly or indirectly, coming into the Director’s possession of in the course of the Director service, shall remain the property of the Company and shall be returned to the Company.

Company and Director Stipulate: The Company and Director hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effectiveness and successful conduct of the business of the Company and its goodwill, and that any breach of the terms of this section is a breach of this Agreement.

Non-interference The Director will not at any time, in any fashion, form or manner, either directly or indirectly, for himself or on behalf of any other person, persons, firm, partnership, entity, company, or business, call upon any customer, employee or Director of the Company for the purpose of soliciting a business or promotional relationship with respect to any customer, employee or Consultant.

15. INVALID PROVISION

16. MODIFICATION

No change or modification of this Agreement shall be valid unless in writing and signed by the parties hereto.

17. ARBITRATION

If a dispute arises from or relates to this Agreement or the breach thereof or otherwise from the relationship of the parties or its termination and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute in an amicable manner by mediation before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be settled by an agreed upon arbitration association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

18. NOTICES

addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 18. Notices shall be deemed given when delivered.

19. APPLICABLE LAW, BINDING EFFECT, AND ASSIGNABILITY

20. REPRESENTATIONS AND WARRANTIES

The Director represents and warrants to the Company that;

(a) the Director is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and; (b) the Director is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

21. MISCELLANEOUS

IN WITNESS WHEREOF, the undersigned have hereunto executed the Agreement on the date set forth above.

The Company:

/s/ G. Armstrong On Behalf of the Board

Geoffrey Armstrong, President and Sole Director Element92 Resources Corp.

Director

/s/ D.S. Mckinney
Daniel S Mckinney

Exhibit 10.5

STOCK SUBSCRIPTION OFFER

Pursuant to Regulation S of the Securities Act of 1933

Element92 Resources Corp.

TO: THE BOARD OF DIRECTORS

1. Subscription: ___________________________________________
(the "Undersigned"), whose address is
________________________________________________
hereby offers to subscribe for
_____________________________________________ (_______________) shares at US$0.10 per share of restricted Common Stock (the "Stock") of Element92 Resources Corp., a Wyoming Corporation ("the Company"), whose address for service is 2510 Warren Ave., Cheyenne, WY 82001. The par value of the Common Stock of the Company is US$0.001 per share. The Undersigned agrees to pay to the Company, in US dollars, a total of
________________________________________________ Dollars (US$ _______________), for such Stock, payable at the time of subscription.

2. Representations and Warranties of the Undersigned; The Undersigned hereby represents and warrants that:

A. The Undersigned is financially responsible, able to meet his obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he is financially capable of bearing the risk of this investment.

B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds;

(ii)	ownership of interests in new ventures or start-up companies;

(iii)	experience in business and financial dealings and parlance, and the

Undersigned can protect his own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation S of the Securities and Exchange Act, (the "Securities Act") and does not need such a Representative.

C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his investment capital and the lack of a liquid public market, such that he may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock.

D. The Undersigned has had access to the information set forth in Paragraph 4 hereof and was able to request copies of such information, ask questions of and receive answers from the Company regarding such information and any other information he

(Page 1 of 4)		El92RC		Subscriber
		Initials		Initials

desired concerning the terms and conditions of this transaction and all such questions have been answered to his full satisfaction. The Undersigned understands that the Stock has not been registered under the Securities Act and the applicable state securities laws in reliance on the exemption provided by Regulation S relating to transactions not involving a public offering. The Undersigned further understands that he is purchasing the Stock without being furnished any offering literature, prospectus or private offering memorandum, other than that supplied under or identified in this Offer. E. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer.

F. The Stock which the Undersigned hereby subscribes is being acquired solely for his own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

G.	The Undersigned is aware of the following:

	(i)	While the Company intends to register its stock, it cannot guarantee that

	the Company will be able register its Stock under the Securities Act or any state securities laws; and

	(ii)	The Undersigned may not be able to avail himself of the provisions of Rule

	144 adopted by the Securities and Exchange Commission under the Securities Act or any applicable state securities acts with respect to the release of the Stock, and, accordingly, it may not be possible for the Undersigned to liquidate part or all of his investment in the Company or to liquidate at the then current asking price of the Stock, if any.

H.	It has at no time been represented, guaranteed, or warranted to the Undersigned

by an officer or director of the Company, or the agents or employees thereof, or any other person, expressed or implied, any of the following: (i) An exact or approximate length of time that the Undersigned will or will not remain as owner of the Stock; (ii) A percentage of profit or amount or type of consideration, profit, loss, credits or deductions to be realized, if any, as a result of the Undersigned's ownership of the Stock; or (iii) Past performance on the part of any director or officer of the Company, or the agents or employees thereof, that will in any way indicate the predictable results accruing from ownership of the Stock.

I. The Company is under no duty to register the Stock or comply with any exemption from registration under the Securities Act or any state securities law, including supplying to the appropriate agency or to the Undersigned any information required in connection with transfers under appropriate rules and regulations.

J.	The Undersigned is not a US person under Rule 902 of Regulation S under the Securities Act, and is not acquiring the Stock for the account or benefit of any US

person; and is, if a natural person, over 21 years of age.

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The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

3. Indemnification: The Undersigned acknowledges that he understands the meaning and legal consequence of the representations and warranties contained in Paragraph 2 hereof and the Undersigned hereby agrees to indemnify and hold harmless all loss, damage or liability due to or arising out of;

(i)	a breach of any such representation or warranty, or

(ii)	a breach of any warranty of the Undersigned contained in this Offer.

4. Access to and Furnishing Information: The Company has provided the Undersigned access to and furnished to the Undersigned, if requested, all corporate records, including Articles of In Company Bylaws, Minute and Stock Books, and agreements with officers, directors, stockholders and employees, and information related to the business of the Company dated on or before the date of this Offer. The Undersigned hereby acknowledges that he has had an opportunity to review and understand the foregoing and has, if he deemed necessary, consulted with a legal or tax advisor.

5. Transferability: The Undersigned agrees not to transfer or assign this Offer, or any of the Undersigned's interest therein, and further agrees that the assignment and transferability of the Stock acquired pursuant hereto shall be made only in accordance with this Offer. The Company shall issue stop transfer instructions to its transfer agent for its common stock with respect to the Stock and shall place the following legend on the certificates representing the Stock:

"The shares represented by this certificate have been acquired pursuant to a transaction effected in reliance upon Regulation S of the Securities and Exchange Act of 1933, and have not been the subject of a Registration Statement under the Securities Act of 1933, as amended (the "Act"), or any state securities act. These securities may not be sold or otherwise transferred in the absence of such registration or applicable exemption therefrom under the Act or any applicable state securities act, or unless sold pursuant to Rule 144 under the Act."

6. Revocation: The undersigned agrees that he shall not cancel, terminate or revoke this Agreement or any provisions hereof or any agreement of the Undersigned made hereunder.

7. Notices: All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Undersigned or to the Company at their respective addresses set forth below.

8.	Governing Law: This Agreement and other transactions contemplated hereunder shall be construed in accordance with and governed by the laws of the State of Wyoming.

(Page 3 of 4)

	El92RC		Subscriber
	Initials		Initials

9. Entire Agreement: This Offer constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.

IN WITNESS WHEREOF, the parties hereto have executed this Offer as of the date and year set forth below.

DATED this

day of

, .

Signature

Name (Please Print)

Street Address

City

Province or State Telephone

Country

Postal Code

THIS OFFER IS ACCEPTED BY:

Element92 Resources Corp.

On Behalf of the Board

Approved by

Geoffrey J Armstrong, President
On Behalf of the Board of Directors

(Page 4 of 4)

Exhibit 10.6

OPTION AGREEMENT

THIS AGREEMENT made as of the 30 ^th Day of March, 2007

BETWEEN:

Robert Rosenblat

(hereinafter referred to as the "Optionor")

OF THE FIRST PART

and

Element92 Resources Corp. a company incorporated under the laws of Wyoming (hereinafter referred to as the "Optionee")

OF THE SECOND PART

WHEREAS:

A.	Optionor is the legal and beneficial owner of certain mining claims;

B.	Optionee wishes to acquire an interest in said mining claims from Optionor on the terms

and conditions herein contained;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:

l. THE CLAIMS

1.1 This Agreement shall cover those mining claims located in Huddersfield Township and Clapham Township, in the Province of Quebec, Canada more particularly described in Schedule A attached hereto (hereinafter called the "Claims").

2	REPRESENTATIONS AND WARRANTIES BY OPTIONOR

2.1	Optionor represents and warrants to Optionee that:

(a) Optionor is the legal and beneficial owner (subject to this Agreement) of a one hundred percent (100%) interest in the Claims as they exist at the date hereof and is the recorded owner of the Claims, free and clear of any liens, charges, encumbrances, or surface rights restrictions whatsoever, and the Optionor has not granted to any party other than the Optionee any rights to or in respect of the Claims, (whether by agreement or otherwise);

Page 1 of 12

(b) Optionor is a resident of Canada for the purposes of the Income Tax Act of Canada;

(c) Optionor has the full power and capacity to hold its legal and beneficial interest in the Claims, to acquire and hold recorded title to the Claims and to enter into and to carry out all the terms of this Agreement;

(d) The Claims are validly staked, located, duly recorded in the name of Optionor and in good standing pursuant to all applicable Laws (as hereinafter defined) and all taxes, rents, charges and assessments with respect thereto have been paid in full as of the date hereof;

(e) To the best of the Optionor' s knowledge there are no adverse claims or challenges against, or to the ownership of, or title to, the Claims or substances thereon, therein or therefrom nor to the knowledge of Optionor, is there any basis therefor;

(f) All necessary information and data (including, without limitation, all geological, geophysical and assay results and maps) concerning the Claims and prior exploration and development work carried out thereon and within the Optionor's knowledge has been disclosed and provided to Optionee;

(g) Optionor has no information or knowledge of any facts pertaining to the Claims or substances thereon, therein or therefrom not disclosed in writing to Optionee which, if known to Optionee, might reasonably be expected to deter Optionee from completing the transactions contemplated hereby on the terms and conditions contained herein;

(h) Optionor has not directly or indirectly caused, permitted or allowed any contaminants as defined in the Environmental Protection Act pollutants, wastes or toxic substances (collectively “Hazardous Substances”) to be released, discharged, placed, escaped, leached or disposed of on, into, under or through the lands (including watercourses, improvements thereon and contents thereof) comprising the Claims or nearby areas and, so far as Optionor is aware, no Hazardous Substances or underground storage tanks are contained, harbored or otherwise present in or upon such lands (including watercourses, improvements thereon and contents thereof) or nearby areas;

(i) To the best of the Optionor's knowledge at this time there are no obligations or commitments for reclamation, closure or other environmental corrective, clean-up or remediation action directly or indirectly relating to the Claims;

(j) To the best of the Optionor's knowledge there are no actions, suits, investigations or proceedings before any court, arbitrator, administrative agency or other tribunal or Governmental whether current, pending or threatened, which directly or indirectly relate to or affect the Claims (including the ownership and

Page 2 of 12

existing or past uses thereof and the compliance with Laws of the lands comprising the Claims) nor is Optionor' aware of any facts which would lead Optionor to suspect that the same might be initiated or threatened;

(k) The activities directly or indirectly in relation to the Claims and use of the lands comprising the Claims by Optionor and, to the best of Optionor's knowledge, by any other person have been in compliance with all Laws and Optionor has not received any notice nor is Optionor aware after reasonable inquiry of any sue breach or violation having been alleged; and

(1) No environmental audit, assessment, study or test has been conducted in relation to the lands comprising the Claims by or on behalf of Optionor nor is Optionor aware of any of the same having been conducted by or on behalf of any other person (including any governmental authority).

2.2 The representations and warranties contained in this section 2 are provided for the exclusive benefit of Optionee and shall survive the execution of this Agreement for a period of two years or until termination of the Option (as herein defined), whichever shall first occur and Optionee shall be entitled to rely upon the same notwithstanding any independent investigations Optionee may make or could have made at any time, unless specifically waived by Optionee. The breach of any representation, warranty or covenant contained in this Agreement may be waived by Optionee, either in whole or in part, at any time without prejudice to Optionee's rights in respect of any other or continuing breach of the same or any other representation, warranty or covenant. No waiver by Optionee of any breach of any representation, warranty or covenant shall be binding unless in writing. Any waiver shall be limited to the specific purpose for which it is glen.

2.3 For the purposes of this Agreement, "Laws" means all federal, provincial, territorial, municipal or local statutes, regulations and by-laws applicable to the parties hereto or to the Claims or to any activities thereon, including all orders, notices, roles, decisions, guidelines, policies, directions, permits, approvals, licenses and similar authorizations issued, rendered or imposed by any level of government including any ministry, department or administrative or regulatory agency or authority.

3.	REPRESENTATIONS AND WARRANTIES BY OPTIONEE

	Optionee represents and warrants to Optionor that:

	(a)	Optionee is a company duly incorporated under the laws of the State of Wyoming.

	(b)	Optionee has the full power and capacity to enter into this Agreement and to carry out all the terms hereof; and

	(c)	Optionee has full power and capacity to hold its interest in the Claims, and to acquire and hold recorded title to the claims.

Page 3 of 12

4.	GRANT OF OPTION TO EARN INTEREST

4.1	In consideration of Optionee agreeing to:

(i)	pay to Optionor a total of US$45,000 and in the amounts set forth in section 4.2(a);

(ii)	issue to the Optionor a total of 1,500,000 treasury shares of the Optionee in installments at the times and in the amounts as set forth in section 4.2(b );and

(iii)	incur costs for exploration and/or development work, including any remediation, on or for the benefit of the Claims as provided herein (subject to Section 4.5, ("Work Costs") of at least US$1,250 per claim in unequal installments at the times and in the amounts set forth in section 4.2(b), subject to the terms and conditions herein contained.

Optionor hereby grants to Optionee the sole, exclusive and irrevocable option to acquire a one hundred percent (100%) interest in the Claims free and clear of any liens, charges and encumbrances (the "Option").

4.2 In order to maintain its Option to acquire a one hundred percent (100%) interest in the Claims, Optionee shall:

(a) make option payments to Optionor in the following amounts at the following times:

(i)	US$10,000 on signing of this Agreement;

(ii)	US$15,000 or before April 30, 2008;

(iii)	US$20,000 or before April 30, 2009

(b) issue shares to the Optionor in the following amounts at the following times:

(i)	500,000 common shares on signing this agreement

(ii)	500,00 common shares on or before April 30, 2008

(iii)	500,00 common shares or before April 30, 2009

(i)	a Minimum of US$,1,250 per claim or before April 30, 2008;

(ii)	a Minimum of US$,1,500 per claim or before April 30, 2009

Work Costs incurred by any date in excess of the minimum required to be incurred by such date to maintain Optionee 's interest hereunder shall carry forward to the following period. If any of the minimum Work Costs have not been incurred for the immediately preceding year, Optionee may maintain its interest in the Claims by paying the deficiency in cash to Optionor within 2 months of the close of the period in which the deficiency occurred, and such payment shall be deemed to be Work Costs incurred by Optionee for the purposes of this Agreement.

Page 4 of 12

4.3 In addition to and notwithstanding anything herein contained, the parties hereto acknowledge and agree that if, subsequent to the date or dates on or before which the Work Costs referred to in section 4.2(c) are required to be either incurred by Optionee or paid by Optionee to Optionor pursuant to section 4.2(c), it is determined upon examination or audit, whether by Optionee or Optionor, that such Work Costs have not been incurred or paid to Optionor, Optionee shall not lose any of its rights hereunder and the Option shall not terminate provided Optionee pays to Optionor 100% of such deficiency in Work Costs:

(a) if Optionee determines such deficiency, within thirty (30) days following such determination; or

(b) if Optionor determines such deficiency, within thirty (30) days following notice to Optionee of such determination.

4.4 Notwithstanding anything herein contained and in addition to any other rights Optionee may have in this circumstance, in the event exploration and development work in tended to be conducted on or for the benefit of the Claims is mistakenly conducted outside the Claim boundaries as a consequence of it being subsequently discovered or determined by survey or otherwise that the Claim boundaries are not located where the parties understood them to be on the date of this Agreement, such exploration and development work shall constitute Work Costs hereunder and Optionee shall suffer no forfeiture with respect to any interest earned or to be earned hereunder.

4.5 "Work Costs" means all costs including all reasonable payments, expenses, obligations and liabilities of whatsoever kind or nature made or incurred, directly or indirectly, by Optionee which relate directly to the exploration, evaluation, development and operation of the Claims or any portion thereof including, without limiting the generality of the foregoing, monies expended:

(a)	to determine the existence, location, extent or quality of a mineral resource on the Property;

(b)	to carry out any survey or do any geophysical, geochemical or geological work or drilling, assaying, testing or bulk sampling on the Claims;

(c)	to pay for taxes, fees, charges, rentals

(d)	to pay the fees, wages, salaries, traveling expenses and fringe benefits of persons engaged in work in respect of or for the benefit of the Claims or any portion thereof and in paying for the food, lodging and other reasonable needs of such persons.

For greater certainty, the option payments set out in Section 4.2(a) shall be excluded from the definition of "Work Costs".

4.6 Optionee shall maintain proper books and records to reflect all Work Costs incurred by Optionee and same shall be available for inspection by Optionor, its servants and agents, during normal business hours from time to time with reasonable advance notice to the Optionee.

Page 5 of 12

4.7 The obligations of a party shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labor disputes (however arising and whether or not employee demands are reasonable or within the power of the party to grant); acts of God; laws, regulations, orders, proclamations, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization, curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of federal, provincial, or local environmental Laws or standards; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strike, insurrection, rebellion or domestic or international terrorism; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts, supplies, services, or equipment or by contractors' or subcontractors' shortage of, or inability to obtain, labor, transportation, materials, equipment, supplies, utilities or services (including as a result of labor dispute); accidents; breakdown of equipment, machinery or facilities; or any other cause where similar or dissimilar to the foregoing. The affected party shall promptly give notice to the other party of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected party shall resume performance as soon as reasonably possible.

Unless arising in connection with the circumstances previously described, a lack of available capital shall not constitute a sufficient basis for suspending the obligations of a party to this Agreement.

4.8 The parties agree that this Agreement constitutes only an option to purchase and that nothing herein shall obligate Optionee to make the option payments or incur Work Costs in the amounts referred to in section 4.2(c) herein, provided, however, that Optionee shall be obligated to incur Work Costs in the amount of US$1,250 per claim in the first year and US$1,500 per claim in the second year and in the absence of the circumstances described in section 4.7 hereof

5.	EXERCISE OF OPTION

5.1	Upon Optionee having made option payments to Optionor totaling US$45,000, issued

1,500,000 common shares of the Optionee to the Optionor and incurred work costs on or for the benefit of the claims totaling $33,000 the Option shall be deemed to be fully and properly exercised and all right, title and interest in and to the claims shall vest in and be owned by the Optionee absolutely free and clear of any liens, charges and encumbrances as to 100% and Optionor shall thereafter retain a nil interest in the claims.

5.2 Notwithstanding the schedule for Option payments set out in section 4, Optionee may, if it so elects, make its total Option payments at any time prior to the dates therein specified, in which case Optionee's interest shall vest in and be owned by Optionee immediately upon Optionee making its total Option payments.

5.3 Notwithstanding anything to the contrary contained herein, Optionee shall not be obligated to make any Option payments unless it wishes to maintain its option in good standing

Page 6 of 12

6.1 POSSESSION OF CLAIMS

Optionee shall:

(a) have the sole and exclusive possession, supervision, management and control of the Claims including any access, water, surface or other rights appurtenant thereto or associated therewith with full power and authority to its servants, agents and contractors to sample, survey, examine, diamond drill, prospect, explore, and do other investigative work on the Claims in search of minerals in such manner as Optionee may in its sole discretion determine, including the right to erect, bring and install thereon and remove therefrom all such buildings, machinery, equipment and supplies as Optionee shall deem reasonable and proper and to remove therefrom reasonable quantities of ores, minerals or metals for assay and testing purposes; and

(b) do all work on the Claims in a good and miner-like fashion in accordance with recognized engineering practices and in accordance with all applicable Laws.

7.	EXECUTION AND DELIVERY OF TRANSFERS

7.1	When requested by Optionee at any time after April 20, 2007, Optionor shall forthwith

execute good and sufficient recordable transfers of title to the Claims in favor of Optionee and shall deliver same to Optionee together with such supporting documentation as may be necessary to record such transfers. Notwithstanding recording in the name of Optionee, Optionee shall hold the Claims during the term of the Option for and on behalf of the parties in accordance with their respective interests hereunder. The party who is the recorded owner of the Claims shall hold same in trust for the other party in accordance with its interest therein.

8. NO ENCUMBRANCE OR TRANSFER OF CLAIMS

Optionor shall not:

(a)	mortgage, hypothecate, charge or otherwise encumber; or

(b)	sell, assign, transfer or otherwise dispose of its interest in or title to the Claims without

the prior written consent of Optionee.

9.	INFORMATION TO BE SUPPLIED TO OPTIONOR

9.1	The Optionee will provide the Optionor with copies of reports of work completed on or

in respect of the Claims and copies of all data collected on or in respect of the Claims on an annual basis during the Option period. During the term of this Agreement and, if the Optionee shall acquire a 100% interest in the Claims, at all times thereafter all such information shall be on a confidential basis and shall not be disclosed to a third party, save and except pursuant to any underlying property agreement of which Optionee has been notified, without the Optionee's written consent.

Page 7 of 12

10.	MAINTENANCE AND ABANDONMENT OF THE CLAIMS

10.1	The Optionee shall maintain the Claims in good standing during the currency of its

Option and, if the Option is terminated prior to its exercise, the Claims shall be transferred to the Optionor and shall be in good standing foe a period of one year thereafter. The Optionee shall, within ninety (90) days of transferring the Claims to the Optionor as a result of a non-exercise of the Option deliver at no cost to Optionor all reports, maps, assay results and other relevant technical data compiled by or in the possession of Optionee with respect to the Claims not theretofore furnished to Optionor.

10.2 The Optionee shall be responsible and hold the Optionor harmless for all environmental liabilities incurred or created by the Optionee's activities during the currency of the Option, and if the Claims are transferred to the Optionor, they shall be in a safe and orderly condition, free and clear of all liens, charges or encumbrances arising from Optionee 's operations.

11.	REMOVAL OF ASSETS FROM CLAIMS

11.1	If this Agreement is terminated prior to the exercise of the Option, Optionee shall have

the right to remove from the Claims within the twelve (12) month period next following such termination all machinery, buildings, structures, equipment, supplies and any other property and assets placed by Optionee, its agents and contractors thereon and shall, if requested by Optionor within such period, remove such property and assets at Optionee's expense. Optionee's interest in any such property and assets not removed by Optionee within the said twelve (12) month period shall be deemed to have been conveyed by Optionee to Optionor upon termination of said twelve (12) month period.

12.	ARBITRATION

12.1	All disputes which arise between the parties hereto in connection with this Agreement

which, in the opinion of either party, cannot be resolved informally between them, shall be settled by arbitration pursuant to the provisions of the Arbitrations Act of the Province of Quebec, Canada, except as otherwise provided in this section. Any party desiring arbitration shall make a written demand for the same and within thirty (30) days after such written demand is received by the other party, the parties hereto shall agree upon and appoint a single arbitrator. In the event the parties shall fail to agree upon and appoint a single arbitrator within the time period set forth herein, each party shall within seven (7) days thereafter designate an arbitrator and both arbitrators shall within thirty (30) days after their designation, jointly designate a third arbitrator satisfactory to them who shall be chairman of the arbitration panel. If a party fails to appoint an arbitrator or the arbitrators designated by the parties are unable to agree upon the selection of the third arbitrator within the time periods set forth above, such arbitrator shall be appointed by a Justice of the Quebec Court of Justice. The expenses of the arbitrators shall be paid as the arbitrators shall decide in the award. All arbitration proceedings shall be in the City of Montreal, Quebec, Canada, or elsewhere as the arbitrators shall decide. The decision of the arbitrators shall be final and binding on the parties hereto and judgment upon any award rendered may be entered in any court of competent jurisdiction.

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13.	AREA OF INFLUENCE

13.1	During the term of the Option, if either party acquires by staking, claims, which are

immediately contiguous with the Claims, the newly acquired claims will be added to this agreement without modification to payments or work commitments clauses. The Optionee will be responsible for reasonable staking costs incurred.

14.	FURTHER ASSURANCES

14.1	Each party hereto shall promptly do and provide all acts and things and shall promptly

execute and deliver such deeds, bills of sale, assignments, endorsements and instruments and evidences of transfer and other documents and shall give such further assurances as shall be necessary or appropriate in connection with the performance of this Agreement.

15. AMENDMENTS

No alteration, amendment, modification or interpretation of any provision of this Agreement shall be binding unless in writing and executed by each of the parties hereto.

16. BUSINESS DAYS

In the event that any date on or by which any payment is required to be made or any action is required to be taken hereunder by any of the parties hereto is not a "Business Day", being a day other than a Saturday, Sunday or a day on which banks in the United States are generally authorized or obligated by law to close, such payment shall be required to be made or such action shall be required to be taken on the next succeeding day which is a Business Day

17. NOTICES

Any notice, commitment, election, consent or any communication required or permitted to be given hereunder by either party hereto to the other party, in any capacity (hereinafter called a "Notice") shall be in writing and shall be deemed to have been well and sufficiently given i mailed by prepaid registered mail return receipt requested, telefaxed or delivered, to the address of such other party hereinafter set forth:

If to Optionor:

Mr. Robert Rosenblat Apt #6 - 5505 Oak S1.,

Vancouver, BC Canada. V6M 2V5 Fax Number: 604-264-1416

If to Optionee:

Geoffrey Armstrong 250 H Street #459 Blaine, WA 98230 Fax Number: 604-435-7711 Email: alphanet@telus.net

or to such substitute address as such party may from time to time direct in writing, and any such notice shall be deemed to have been received, if mailed, on the date noted on the return receipt, if

Page 9 of 12

telefaxed, on the first Business Day after the date of transmission, and if delivered, upon the day of delivery.

l8. SCHEDULES

all Schedules attached to this Agreement are deemed to form part of this Agreement.

19. COUNTERPARTS AND HEADINGS

This Agreement may be executed in any number of counterparts, each of which hall be deemed to be an original, but all of which shall constitute one and the same instrument. Section headings and subheadings are inserted for convenience only and are not to be taken into account in interpreting this Agreement.

20. GOVERNING LAW

This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Wyoming.

21. TIME OF ESSENCE

Time shall be of the essence of this Agreement.

22. ENUREMENT

This Agreement shall enure to and be binding upon the parties hereto and their respective successors and assigns.

23. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties hereto dealing with the subject matter hereof and supersedes a11 negotiations, correspondence, letters of intent, letters of agreement, and prior agreements or understandings relating thereto.

24. RELATIONSHIP OP PARTIES

Nothing contained herein, nor the holding of any interest acquired hereunder, shall be deemed to constitute Optionee or Optionor the partner, agent or legal representative of the other or to create any fiduciary relationship between them, any joint venture or ant joint or common enterprise for any purpose whatsoever.

25. SEVERABILITY/LEGALITY

If one or more provisions of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable Law, the validity, legality and enforceability of the remaining terms or provisions hereof shall not be affected or impaired by reason thereof.

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26. ASSIGNMENT

Optionee may sell, assign, transfer or otherwise dispose of the whole or any part of its interest hereunder at any time upon notice to Optionor, provided that any such sale, assignment, transfer or other disposition shall carry the rights, and shall delegate and make the interest subject to, all the liabilities and obligations of Optionee under this Agreement. Each transferee of such interest shall, by written agreement with and for the benefit of Optionor, assume and agree to pay and perform such liabilities and obligations. Such assumption shall not serve to release or discharge Optionee from any of the said liabilities and obligations theretofore accrued with respect to the interest or portion thereof being transferred, but shall release and discharge Optionee from all of the said liabilities and obligations thereafter accruing with respect to the interest or portion thereof being transferred. Except as previously set forth in this section, neither party may sell assign, transfer or otherwise dispose of its rights or obligations hereunder without the prior consent of the other party, and any attempted sale, assignment, transfer or disposition without such prior consent shall be null and void.

27. CONDITIONS PRECEDENT

This Agreement shall be subject to an investigation by Optionee of the title and environmental condition of the Claims which shall be satisfactory to Optionee, in its sole discretion, and without waiver of any rights it shall otherwise have in this regard arising from Optionor's representations and warranties, which investigation shall be completed as to title and as to environmental condition within sixty (60) days from the date this Agreement is executed by both parties. Should such investigation not be acceptable to Optionee, Optionee shall so advise Optionor and in such event, this Agreement shall terminate and the parties shall have no further rights against or liabilities to one another except that Optionor shall immediately return to Optionee any option payments in any form referred to in section 4 if the same has been made.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their proper officers duly authorized in that behalf.

Optionor

Robert Rosenblat.

By:

Optionee

Geoffrey J Armstrong, President, Director
Element92 Resources Corp.

By:

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Schedule A

PART 1:		The Property is comprised of the following eight mining claims located in
		Huddersfield Township, Province of Quebec, Canada.
		Map NTS 31F /15
		Lot 35: Range VI: Claim Number 2056336
		Lot 36: Range VI: Claim Number 2056337
		Lot 37: Range VI: Claim Number 2056338
		Lot 38: Range VI: Claim Number 2056340
		Lot 39: Range VI: Claim Number 2056342
		Lot 40: Range VI: Claim Number 2056343
		Lot 39: Range VII: Claim Number 2056371
		Lot 40: Range VII: Claim Number 2056372
PART 2:		The Property is comprised of the following six cells (mining claims) located in
		Clapham Township, Province of Quebec, Canada.
		Map NTS 31F /16
		Row 21: Column 1
		Row 21: Column 2
		Row 21: Column 3
		Row 22: Column 1
		Row 22: Column 2
		Row 22: Column 3

By: /s/ Robert Rosenblat

Optionee

Geoffrey J Armstrong, President, Director
Element92 Resources Corp.

By: /s/ Geoffrey J. Armstrong

Page 12 of 12

Exhibit 14

ELEMENT92 RESOURCES CORP.

CODE OF ETHICS

APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER

(Approved by the Board of Directors effective as of May 2, 2007)

Element92 Resources Corp. (the "Company"), has adopted this Code of Ethics (the "Code") for the Company's chief executive officer, chief financial officer, principal accounting officer, controller and other persons performing similar finance and accounting functions. This Code is intended to comprise the code of ethics required by Section 406 of the Sarbanes-Oxley Act (the "Act") and the rules of the Securities and Exchange Commission that implement that section of the Act.

I. Policy and Principles

The Company's reputation depends on the reliability of its financial statements and other public disclosure, the absence of conflicted behavior, compliance with law and the integrity of senior management. Conduct that impairs the public trust in the reliability and integrity of the Company's disclosure or that suggests individual self-dealing not only damages the Company's standing and recognition, it can also lead to criminal and civil actions that can be costly to the Company, destructive to Company personnel and financially damaging to stockholders and other Company constituencies.

This Code is intended to promote high standards of ethical conduct and deter wrongdoing amongst the Company's senior management with responsibility for the Company's financial and other public disclosure. The Company's chief executive officer and the senior financial personnel mentioned above (all of whom are referred to in this Code as covered personnel) are required to adhere to this Code and to enforce compliance with the Code by Company personnel under their control.

All references in this Code to the Company include the Company's subsidiaries and other controlled affiliates.

II.	Standards of Conduct

	1. Honesty and Ethical Conduct

Covered personnel at all times shall act honestly, ethically and in compliance with law in every aspect of their relationships with the Company, its business, assets and operations. In so doing, covered personnel shall strive to avoid even the appearance of impropriety. In every case, covered personnel should conduct themselves in a manner that, if their conduct were fully disclosed, the conduct would not detract from the Company's reputation or public goodwill or expose the Company to criticism or liability for failure to comply with applicable law or to practice principles of sound corporate governance.

Covered personnel shall act in good faith, responsibly, with due care, prudence and diligence and shall strive to foster a Company culture of honesty, integrity and accountability.

Covered personnel shall be accountable for their compliance with this Code.

2. Conflicts of Interest

a.	Covered personnel shall not engage in any conduct that:

b.	is inconsistent with the responsibilities of their employment, is competitive with the business and operations of the Company or is otherwise contrary to the interests of the Company;

c.	prevents or interferes with their exercise of disinterested and objective business judgment on behalf of the Company;

d.	involves using their position with the Company for personal gain or the gain of any family member (other than approved compensation and benefits for bona fide services to the Company or immaterial gratuities of a customary nature);

e.	involves the use of any confidential information concerning the Company, its employees, customers, suppliers and other constituencies acquired in the course of their office or employment for personal gain or advantage or the gain or advantage of any family member; or

f.	involves the use of any asset or property of the Company for their personal benefit or the personal benefit of any family member, other than in the course of carrying out their office or employment in a manner that either has been approved in the specific instance or is consistent with the Company's general policies and procedures.

These circumstances are referred to in this Code as conflicts of interest.

In addition to refraining from engaging in conduct characterized by conflicts of interest, covered personnel should avoid situations that may give rise to, or may appear to constitute, such conflicts. A conflict of interest may arise, or appear to arise, by reason of compensation payable or other benefits afforded by the Company to covered personnel, members of their families or entities they control, other than in their capacities as officers or employees of the Company. This may include the receipt by covered personnel, their family members or entities that they or their family members control of gifts, gratuities or other financial benefits from customers, suppliers or other persons doing business with the Company that would not have been obtained other than on account of their relationship with the Company.

Covered personnel should consult with the appropriate compliance supervisor prior to engaging in any conduct that may reasonably be expected to give rise to, or reasonably appear to be, a conflict of interest.

In the case of all covered personnel other than the chief executive officer, the chief financial officer, the chief accounting officer and the controller, the compliance supervisor shall be the chief financial officer, except in cases in which a potential conflict or any possible violation of this Code also involves the chief financial officer.

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In the case of the chief executive officer, the chief financial officer, the chief accounting officer and the controller, or in cases of potential conflicts or possible violations that involve the chief financial officer, the compliance supervisor shall be the Audit Committee.

In determining whether to approve the conduct, the compliance supervisor shall consider whether the conduct would be consistent with the principles and policies of this Code.

3. Disclosure

Covered personnel shall take all reasonable action within the scope of their responsibilities to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission or any other applicable regulatory body or in other public communications made by the Company. Covered personnel shall not knowingly misrepresent or conceal with an intent to mislead, or cause others to misrepresent or conceal with an intent to mislead, material facts concerning the Company.

In connection with the Company's financial disclosures, covered personnel shall take reasonable action within the scope of their responsibilities designed to cause the Company, and/or to require its personnel, as appropriate, to:

a.	comply with generally accepted accounting principles and the rules and regulations of the SEC concerning financial and accounting matters;

b.	maintain books and records that accurately and fairly reflect the transactions, assets and liabilities of the Company, as required by applicable law;

c.	refrain from any financial or accounting practices or pubic financial disclosure that, while in possible technical compliance with generally accepted accounting principles and applicable law, are intended to present a misleading picture of the Company's financial condition or results of operations or trends relating to these items;

d.	promptly report to the Audit Committee any significant or material deficiencies or weaknesses in the design or operation of the Company's internal controls over financial reporting;

e.	promptly report to the Company's internal audit department or the Audit Committee any information indicating that a material violation of generally accepted accounting principles or any illegal financial or accounting practices has or may have occurred;

f.	cooperate fully with the Company's internal audit department, independent auditors, internal legal staff, outside legal advisors or any governmental authority in any investigation regarding possible wrongdoing related to the Company's financial and accounting disclosure; and

g.	refrain from improperly influencing or attempting to coerce, manipulate, mislead or fraudulently influence the activities of the internal audit department or any audit conducted by the Company's independent auditors.

	4. Compliance with Law

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Covered personnel shall at all times, as officers or employees of the Company, not knowingly fail to comply with all governmental laws, rules and regulations and the rules and regulations of any self-regulatory organizations applicable to the Company.

In addition, covered personnel shall take reasonable action within the scope of their responsibilities designed to cause the Company, and to require Company personnel, to comply with all laws, rules and regulations as aforesaid, and to require Company personnel to:

a.	promptly report to the appropriate supervisor, which, in the case of illegality involving financial or accounting matters shall be shall be the Chief Financial Officer, the Company's internal audit department and/or the Audit Committee, any information indicating that an illegal act related to the Company has occurred or may have occurred;

b.	cooperate fully with the Company's internal legal staff, outside legal advisors or any governmental authority in any investigation regarding possible wrongdoing related to the Company; and

c.	refrain from improperly influencing or attempting to coerce or manipulate any investigation of wrongdoing related to the Company.

III.	Compliance

	1. Procedure for Raising Concerns

Covered personnel shall report any action or conduct of which they have knowledge that is reasonably likely to constitute a violation of this Code by communicating orally or in writing with the appropriate compliance supervisor.

2. Procedures for Investigating Concerns

The Audit Committee shall assume responsibility for investigating any such report. The Audit Committee may request any officer or employee of the Company to assist, and shall have the authority to engage independent counsel or other advisers as it deems necessary to assist, in evaluating a report of violation and/or conducting an investigation of such report.

After conclusion of any investigation in which a violation of this Code has been determined to exist, notice of the results of such investigation shall be given to the chief executive officer and to the Board of Directors. The Company shall take appropriate action to address the violation, including, if warranted in the circumstances, action designed to prevent similar violations in the future. This action may include appropriate disciplinary measures against the violating officer or employee, up to and including termination of employment. The Company shall also make such disclosures as are required by the rules of the SEC.

3. Prohibition on Retaliation

The Company shall not penalize or retaliate, or suffer such penalty or retaliation to exist, against any person or entity for reporting in good faith a violation of this Code or for providing information, causing information to be provided or otherwise cooperating in any investigation of a reported violation.

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If the Company shall become aware that any person has been discharged, terminated, demoted, suspended, threatened, harassed or otherwise retaliated against or penalized in connection with a report or investigation of a violation of this Code, the Company's management and/or Board of Directors shall take such action as necessary or appropriate to annul or otherwise remedy to the extent practicable the improper action taken against the person making the submission and to assure that such improper action does not recur, including appropriate disciplinary action against any person engaging in such retaliatory conduct.

4. Waivers

Covered personnel may request a waiver of any of the provisions of the Code by submitting a written request for a waiver to the appropriate compliance supervisor. A waiver means a material departure from the provisions of this Code.

The request for a waiver shall set forth the basis of the request and explain how the waiver would be consistent with policies and principles of this Code. The compliance supervisor shall review the request and make a determination of whether to grant or deny the waiver. In making this determination, the compliance supervisor shall consider whether the proposed waiver is consistent with honest and ethical conduct, applicable law and the policies and principles of this Code generally. In connection with its consideration of the waiver request, the compliance supervisor may consult with such other persons, including counsel, as the compliance supervisor determines is appropriate in the circumstances.

The written determination of the compliance supervisor to grant or deny a requested waiver shall be maintained with the records of the Audi Committee. Any determination to grant a waiver shall be communicated to the chief executive officer and to the Board of Directors.

Any waivers and amendments of this Code will, to the extent required, be disclosed as provided by the rules of the SEC.

5. Confidentiality

All records, reports, requests and determinations prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly, except as required by this Code or by law.

YOUR PERSONAL COMMITMENT TO THE CODE OF ETHICS

APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, THE CHIEF FINANCIAL OFFICER AND THE PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER

I acknowledge that I have received and read the Element92 Resources Corp. Code of Ethics applicable to the chief executive officer, the chief financial officer and the principal accounting officer or controller, and understand my obligations to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not constitute or give rise to a contract of employment.

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/s/ Geoffrey Armstrong
Signature

Geoffrey Armstrong
Please print your name:

President and Director
Position or Title

Date: May 2, 2007

/s/ Daniel Mckinney
Signature

Daniel Mckinney
Please print your name:

Director
Position or Title

Date: May 2, 2007

This signed and completed form must be returned to the Audit Committee.

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PAULA S. MORELLI, CPA P.C.
21 MARTHA STREET
FREEPORT, NY 11520
(516) 378-4258

CONSENT OF INDEPENDENT CERTIFIED PUBLICACCOUNTANT

To the Board of Directors
Element92 Resources Corp.

I consent to the inclusion in this Form S-1 of my report relating to the financial statements of Element92 Resources Corp.

Paula S. Morelli, CPA P.C.

Freeport, New York

July 8, 2008

Exhibit 3.1

FILED: 09/01/2005
CID: 2005-00498918
WY Secretary of State

ARTICLES OF INCORPORATION


Wyoming Secretary of State				Phone	(307) 777-7311/7312
The Capitol Building, Room 110				Fax	(307) 777-5339
200 W. 24th Street					E-mail: corporations@state.wy.us
Cheyenne, WY 82002-0020


1	.	Corporate name Ace Lock & Security, Inc.



2	.	Registered agent name	WyomingRegisteredAgent. Com, Inc.

3.	Address of registered agent (must be a Wyoming street address which is identical to the registered agent’s business office; must include street address, city, state and zip code; no post office boxes or mail drop boxes.)

2510 Warren Ave., Cheyenne, Wyoming 82001

_
______________________________________________________________________________

4. The mailing address where correspondence and annual report forms can be sent:
______________________________________________________________________________
2510 Warren Ave., Cheyenne, Wyoming 82001

5.	Number and class of shares the corporation will have the authority to issue: 50,000 common

	Number and class of shares which are entitled to receive the net assets upon dissolution: 50,000 common

6.	Incorporators (list names and addresses of each incorporator) :

	WyomingRegisteredAgent. Com, Inc., 2510 Warren Ave., Cheyenne, Wyoming 82001

Exhibit 3.2

BYLAWS

OF

ELEMENT92 RESOURCES CORP.

(Formerly, Ace Lock and Security, Inc.) Amended March 7, 2007

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this corporation shall be Element92 Resources Corp.

SECTION 2. The Principal office of the corporation in the State of Wyoming shall be 2510 Warren Ave., Cheyenne, Wyoming and its initial registered office in the State of Wyoming shall 2510 Warren Ave., Cheyenne, Wyoming. The corporation may have such other offices, either within or without the State of Wyoming as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday of the month of April in each year, beginning with the year 2006 at the time designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wyoming, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.

SECTION 2. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all the outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting, provided said shareholders sign, date and deliver to the corporate Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Only business within the purpose or purposes described in the meeting notice required by Article II, Section 5 of these Bylaws may be conducted at a special shareholders meeting. In addition, such meeting may be held at any time without call or notice upon unanimous consent of shareholders.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wyoming unless otherwise prescribed by statute as the place of meeting for any annual meeting or for any special meeting of shareholders.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it

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appears on the stock transfer books of the corporation, with postage thereon prepaid. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger of the corporation shall prepare a list of all persons entitled to notice and to represent shares at such meeting, or any adjournment thereof, and said list shall be arranged by voting group and shall show the address of and the number of shares held by each shareholder or representative. The shareholders' list shall be available for inspection and copying during usual business hours by any shareholder beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice. Such list shall be available during the meeting and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof. The original stock transfer book shall be prime facia evidence as to who are the shareholders entitled to examine such list or transfer book or to vote at any meeting of shareholders.

SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting in which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.

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SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. The affirmative vote of a majority of the outstanding shares represented at a shareholders' meeting at which a quorum is present shall be the act of the shareholders of the corporation.

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may preserve, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservatory may be voted by him either in person or by proxy, without a transfer of such shares into his name. standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in appropriate order of the court by which such receiver was appointed.

A shareholder whose are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 12. Cumulative Voting. Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote, in person or by proxy, shall have the right to vote at such election the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be up to five (5). Each Director shall hold office until the next annual meeting

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of shareholders and until his successor shall have been elected and qualified. Directors may be re-elected. The Directors need not be a resident of this state or a shareholder.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as the annual meeting of shareholders. The Board of Directors may also provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not thereafter vote for or assent to action taken at the meeting.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or the Board of Directors.

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

SECTION 10. Informal Action by Board of Directors. Unless otherwise provided by law, any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

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ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a at the discretion of the Board of Directors, a President, one or more Vice-Presidents and a Secretary, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

SECTION 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The initial officers may be elected at the first meeting of the Board of Directors.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment, the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filed by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents. In the absence of the President or in event of his death, unavailability of or refusal to act, a Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. A Vice-President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.

SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the shareholders and of the Board of Directors meetings in one or more books provided for the purpose; (b) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have

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general charge of the stock transfer books of the corporation; (f) have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (g) in general perform all of the duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Secretary shall give a bond for the faithful discharge of his duties in such sum with such surety or sureties as the Board of Directors shall determine.

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issuance, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal

Page 6 of 8

representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate of such shares, and also, any transfer is subject to the limitations set forth in the Articles of Incorporation, reference to which is hereby made. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of April and end on the 31st day of March in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors may, at its sole discretion, provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors at any annual Board of Directors meeting or at any special Board of Directors meeting when the proposed amendment has been set out in the notice of such meeting. These Bylaws may also be altered, amended or repealed by a majority vote of the shareholders notwithstanding that these Bylaws may also be amended or repealed by the Board of Directors.

CERTIFICATION OF BYLAWS

I, Geoffrey Armstrong, the undersigned Secretary of

ELEMENT92 RESOURCES CORP.

do hereby certify that the foregoing are true and correct copies of the Bylaws of ELEMENT92 RESOURCES CORP., a Wyoming Corporation, and that the Bylaws have been modified as of

Page 7 of 8

the date below and are in full force and effect as of this date.

DATED: September 1, 2005

Geoffrey Armstrong, Secretary
Element92 Resources Corp.

Page 8 of 8

Exhibit 3.3

ARTICLES OF AMENDMENT

(BY BOARD OF DIRECTORS OR INCORPORATORS )

Wyoming Secretary of State The Capitol Building, Room 110 200 W. 24th Street Cheyenne, WY 82002-0020

Phone (307) 777-7311/7312 Fax (307) 777-5339 E-mail: corporations@state.wy.us

1.	The name of the corporation is: Ace Lock and Security, Inc.

2.	Article 1 and 5 are amended as follows:

Article One: The name of the corporation is: Element92 Resources Corp.

Article Five: The aggregate number of shares, which the corporation shall have authority to issue, is one hundred million (100,000,000) shares of $0.001 pare value common stock. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.

3.	If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself are:

	Not Applicable

4.	The date of each amendment’s adoption is: _March 3, 2007

5.	The amendment was adopted by the Board of Directors or Incorporators (circle one) without

shareholder action and shareholder action was not required.

Date: March 3, 2007	Signed:	/s/ G. Armstrong

	Title:	President

************************************************************************************

Filing Fee: $50.00

Instructions:

1.	The document may be executed by the Chairman of the Board, President or another of its officers.

2. The document shall be accompanied by one (1) exact or conformed copy. artofam2 - Revised: 9/2003

Dieterich & Mazarei, LP
11300 West Olympic Boulevard, Suite 800
Los Angeles, California 90064

July 7, 2008

Element 92 Resources Corporation
2510 Warren Avenue
Cheyenne, Wyoming 82001

Gentlemen:

I refer to the Registration Statement on Form S-1, filed by Element 92 Resources Corp., a Wyoming corporation (the “Company”), with the United States Securities and Exchange Commission under the Securities Act of 1933, relating to the offer, by the selling shareholders listed therein and the Company, of 4,552,000 shares of common stock, $0.001 par value per share (the “Stock”).

As counsel to the Company, I have examined such corporate records, documents and questions of law as I have deemed necessary or appropriate for the purposes of this opinion, including a review of applicable federal law. In these examinations, I have assumed the genuineness of signatures and the conformity to the originals of the documents supplied to me as copies. As to various questions of fact material to this opinion, I have relied upon statements and certificates of officers and representatives of the Company.

Based upon of this examination, I am of the opinion that under Wyoming law, including the statutory provisions, all applicable provisions of the Wyoming constitution and reported judicial decisions interpreting those laws, the 4,522,000 shares of stock offered by the selling shareholders have been validly authorized, are legally issued, fully paid, and are non-assessable. If any of the 4,522,000 shares are transferred or sold in accordance with the terms of the prospectus, they would continue to be legally issued, fully paid, non-assessable shares of the Company.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and with such state regulatory agencies in states that may require filings in connection with the registration of the Stock for an offer and sale in those states.

Respectfully,

/s/ Christopher Dieterich
Christopher H. Dieterich,

D IETERICH & M AZAREI , LP

MINING TITLE LIST

Township

Range

Type

No. of No. of Area Instruments Excess Required Required

Title Holder(s)

NTS Site Renewal

Work

Township

Type of

Row Column Part Area

Title

Date of

Annual Renewals (Ha.) or other Work Work

Fees

Name/Number/ Sheet of No. File Being File Being

NTS Sheet

Seigneury

Polygon

Block

Status

Expiry Date

Seigneury

Block Lot

Polygon

Number

Staking Registration

Terms

Documents

Percentage

Extrac.

Processed Processed

Code

Parcel

Title

Site

NTS31F15

Huddersfield

CH250

43.11

CDC

2056336

Active

2007/02/19

2009/02/18

0 43.11

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible)

NTS31F15

Huddersfield

CH250

43.01

CDC

2056337

Active

2007/02/19

2009/02/18

0 43.01

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F15

Huddersfield

CH250

42.91

CDC

2056338

Active

2007/02/19

2009/02/18

0 42.91

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F15

Huddersfield

CH250

42.82

CDC

2056340

Active

2007/02/19

2009/02/18

0 42.82

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F15

Huddersfield

CH250

42.71

CDC

2056342

Active

2007/02/19

2009/02/18

0 42.71

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible)

NTS31F15

Huddersfield

CH250

42.62

CDC

2056343

Active

2007/02/19

2009/02/18

0 42.62

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F15

Huddersfield

CH250

37.79

CDC

2056371

Active

2007/02/19

2009/02/18

0 37.79

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F15

Huddersfield

CH250

37.75

CDC

2056372

Active

2007/02/19

2009/02/18

0 37.75

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F16

Clapham

59.85

CDC

2148010

Active

2008/05/01

2010/04/30

0 59.85

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible)

NTS31F16

Clapham

59.85

CDC

2148011

Active

2008/05/01

2010/04/30

0 59.85

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F16

Clapham

59.85

CDC

2148012

Active

2008/05/01

2010/04/30

0 59.85

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F16

Clapham

59.84

CDC

2111617

Active

2007/07/26

2009/07/25

0 59.84

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS31F16

Clapham

59.84

CDC

2111618

Active

2007/07/26

2009/07/25

0 59.84

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible)

NTS31F16

Clapham

59.84

CDC

2111619

Active

2007/07/26

2009/07/25

0 59.84

0 1200

Robert Rosenblat

00:00

23:59

(18954

)

100% (Responsible

NTS Sheet: National Topographic System map number