ClickStream Corp - Annual Report: 2010 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 10-K

For the fiscal year ended  August 31, 2010

For the transition period from _______________________ to __________________________

Commission file number  000-52944

MINE CLEARING CORP.

(Name of Small Business Issuer in its charter)

Issuer’s telephone number:  (250) 490-3378

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

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

common stock - $0.001 par value

(Title of Class)

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

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

Mine Clearing Corp.

Form 10-K – 2010

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

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

  [   ]

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

Large accelerated filer  £                                                                                                Accelerated filer  £

Non-accelerated filer    £                                                                                     Smaller reporting company  [X]

(Do not check if a smaller reporting company)

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

State issuer’s revenues for its most recent fiscal year.

$nil

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the par value of the registrant’s common stock on February 26, 2010 was $1,442,960.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class	Outstanding at December 9, 2010
common stock - $0.001 par value	59,686,200

Documents incorporated by reference:  Exhibit 3.1 (Articles of Incorporation) and Exhibit 3.2 (By-laws) both filed as exhibits to Mine Clearing Corp.’s registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.1 (Kalamalka property agreement) filed as an exhibit to Mine Clearing Corp.’s registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.2 (Kalamalka property option agreement addendum #1) filed as an exhibit to Mine Clearing Corp.’s Form SB-2 filed on April 6, 2007; Exhibit 10.4 (Kalamalka property trust agreement) filed as an exhibit to Mine Clearing Corp.’s registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.5 (Kalamalka property option agreement addendum #2) filed as an exhibit to Mine Clearing Corp.’s registration statement on Form SB-2 filed on April 6, 2007; Exhibit 10.6 (Kalamalka property agreement addendum #3) filed as an exhibit to Mine Clearing Corp.’s Form 8-K (Current Report) filed on October 30, 2007; and Exhibit 14 (Financial Code of Ethics) filed as an exhibit to Mine Clearing Corp.’s registration statement on Form SB-2 filed on April 6, 2007.

Transitional Small Business Disclosure Format (Check one): Yes   [   ]     No   [ X ]

Mine Clearing Corp.

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Explanatory Note

We are amending our Annual Report on Form 10-K to disclose the conclusions from our executive’s evaluations of our disclosure controls and procedures.  Our disclosures concerning our evaluation of our internal controls over financial reporting and our disclosure controls and procedures were amended to clarify that our executives found these controls to be ineffective as of August 31, 2010. We are also amending our Annual Report to clarify that for the cumulative financial period from September 30, 2005 (Date of Inception) to August 31, 2010 were unaudited.

Forward Looking Statements

The information in this annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding Mine Clearing Corp.’s capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Mine Clearing Corp.’s files with the Securities and Exchange Commission.

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements in this Form 10-K/A for the fiscal year ended August 31, 2008, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report.  As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment.  To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements.  No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

All forward-looking statements are made as of the date of filing of this Form 10-K/A and Mine Clearing Corp. disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  Mine Clearing Corp. may, from time to time, make oral forward-looking statements.  Mine Clearing Corp. strongly advises that the above paragraphs and the risk factors described in this Annual Report and in Mine Clearing Corp.’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Mine Clearing Corp. to materially differ from those in the oral forward-looking statements. Mine Clearing Corp. disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

Mine Clearing Corp.

Form 10-K – 2010

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PART I

Item 1.  Description of Business.

The statements contained in this Annual Report on Form 10-K for the fiscal year ended August 31, 2010, that are not purely historical statements are forward –looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, including statements regarding the Company’s expectations, beliefs, hopes, intentions or strategies regarding the future.  These forward-looking statements involve risks and uncertainties.  Our actual results may differ from those indicated in the forward-looking statements.  Please see  “Risk Factors that May Affect Future Results,” “Special Note Regarding Forward-Looking Statements” and the factors and risks discussed in other reports filed from time to time with the Securities and Exchange Commission.

History

Mine Clearing Corp. (the “Company”, “we”, “our”, “us” or “MCC”) was incorporated in the State of Nevada, United States of America on September 30, 2005 as Peak Resources Incorporated (“Peak”) an Exploration Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. MCC’s principal business at that time was the acquisition and exploration of mineral resources.  On September 18, 2008, MCC changed its name to Mine Clearing Corp.

In May 2008, MCC’s President met with sensor technology developers, Roke Manor Research (“Roke” or “Roke Manor”) in England to investigate an opportunity to establish a technology based demining business.  Negotiations began in June 2008 resulting in two separate sensor technology licensing agreements and an R&D consulting agreement (“Services Agreement”) being signed between Roke and MCC in August 2008.  In that same month, MCC raised $250,000 via a private placement to cover initial R&D and operational expenses, and appointed Dr. Pierre Zakarauskas as Executive Director of Technology & Product Development and Mr. Robert Williams, a former Regional director with British Aerospace as Executive Director of Operations.  Robert Williams left the employ of MCC in November 2008.

In September 2008, MCC appointed Dr. Faysal Mohamed, a former UN Executive and UN Population Fund Representative in Egypt, as Executive Director of International Business Development and Dr. Zakarauskas participated in the UNMAS/GICHD Mine Action Technology Workshop in Geneva.   Dr. Mohamed left the employ of MCC in February 2009.

Also, in September 2008, MCC informed the mineral claim licensor that the claims would not be renewed thus ending all interests and activities related to MCC’s original mineral exploration business.

In November 2008, MCC appointed Mr. Al Carruthers, former manager of the Canadian Centre for Mine Action Technology and Technology Officer at the Geneva International Centre for Humanitarian Demining (GICHD), as Vice President - Industry Development..

MCC maintains its statutory resident agent’s office at 5348 Vega Drive, Las Vegas, Nevada, 89108 and its business office is located at at 2103 Tyrone Place, Penticton, BC, Canada. MCC’s office telephone number is (250) 490-3378. Our website address is www.mineclearing.com. Information contained on our website does not constitute part of this report and our address should not be used as a hyperlink to our website.

Due to MCC’s inability to raise funds to develop the technology Roke Manor terminated the two licensing agreements for the patented sensors on December 2, 2009.  The Services Agreement was in place until July 29, 2010.  Under the Services Agreement Roke would continue to assist MCC in the development of a technology solution for detecting landmines. Furthermore, Roke confirms that should our financial situation improve they are prepared to enter into discussions for new license agreements for the patented sensors.

MCC has given consideration to continuing to develop a business that focuses on developing a mine detection technology. However, given our limited resources we have not been able to identify a suitable technology to develop.  

Accordingly, in our goal to create value in MCC and for its shareholders, we considered diversifying into other businesses.  To that extent we signed a letter of intent on July 26, 2010 to enter into a property, management and financing agreement (“LOI”) with Boulder Hill Mines, Inc. (“Boulder”) on or before September 1, 2010. The LOI states that Boulder will transfer rights to two mineral properties to MCC, MCC will add management and director

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known to Boulder, and Boulder will arrange up to $150,000 of financing though a combination of private placements or joint venture arrangements. In return, MCC will cause to be transferred up to 10,000,000 shares of restricted unregistered common stock from current management to persons or entities identified by Boulder.

A final agreement with Boulder was never completed.  There is no intention at this point to move forward or further negotiate an agreement with Boulder.

MCC has not been involved in any bankruptcy, receivership or similar proceedings. There has been no material reclassification, merger consolidation or purchase or sale of a significant amount of assets not in the ordinary course of MCC’s business.

Business Overview

MCC has no current business activity.  Due to the experience gained from its attempt to develop a mine clearing business, MCC is still monitoring the potential to enter into the mine detection business. We will also be reviewing other business opportunities and industries that management is familiar with and can assess with confidence.  Management has experience in a number of businesses including technology, tourism and oil and gas.

Personnel

Larry Olson

Our President and Chief Financial Officer, Larry Olson, has been involved in a variety of visionary ventures. He founded and still manages a venture capital firm that identified and invested in the need to bring the physician’s office into the digital world. He was a policy advisor to the British Columbia provincial government and worked closely with government, industry and academia, including Nobel laureate Dr. Michael Smith, to help establish British Columbia’s strong and growing biotech sector. He worked closely with leading entrepreneurs in British Columbia to help in the promotion and establishment of the Okanagan valley as one of North America’s leading wine centers including being a founding member of the Board of Directors of the British Columbia Wine Information Centre. He has worked in the venture capital sector and as a management consultant to various industry sectors. He has been directly involved as the founder of a number of technology startup companies. Larry has over 10 years of experience in public company management with a focus on marketing and finance. He understands the public company management process especially from the start-up perspective.

Forward Plan

MCC intends to research and assess different opportunities over the next 12 months.  

The most important objectives to achieve are the following:

·

Identify a minimum of three business opportunities to conduct extensive due diligence.

·

Enter into an acquisition, letter of intent or other business arrangement to develop the chosen business.

·

Add to the management team in order to develop the business.

·

Complete a financing of between $250,000 and $400,000 to invest in the business.

The management of MCC has direct experience in developing a variety of businesses in different sectors.  We understand the success factors in different business sectors and will attempt to achieve these factors in the business we eventually end up engaging in.

Costs and Effects of Compliance with Environmental Laws

MCC currently has no costs to comply with environmental laws.

Expenditures on Research and Development During the Last Two Fiscal Years

MCC has incurred $98,000 on research or development expenditures during the last two fiscal years.

Number of Total Employees and Number of Full Time Employees

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As of December 9, 2010, MCC had one full time employee.  MCC had two part time employees but they have  not been remunerated since November 2008.  MCC’s sole director and officer is also an officer and director of  a  publicly listed oil and gas company in Western Canada and operates a single purpose (one investment to monitor) venture fund,.  He currently contributes approximately 20% of his time to MCC.  We have a management agreement with Mr. Larry Olson, our President.  We also engage independent contractors or specialists in the areas of European finance, legal, marketing and audit services.

Item 1A.  Risk Factors.

You should carefully consider the risks described below before making an investment decision.  The risks and uncertainties described below are not the only ones we face.  Any of the following risks could harm our business, financial condition or results of operations.  In such case, the trading price of our common stock could decline, and you may lose all of part of your investment.  Please see the “Special Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form 10-K.

WE INCURRED HISTORICAL LOSSES. AS A RESULT, WE MAY NOT BE ABLE TO GENERATE PROFITS, SUPPORT OUR OPERATIONS, OR ESTABLISH A RETURN ON INVESTED CAPITAL.

We incurred net losses in the fiscal year ended August 31, 2010 in the amount of $92,633. We cannot assure you that any of our business strategies will be successful or that significant revenues or profitability will ever be achieved or, if they are achieved, that they can be consistently sustained or increased on a quarterly or annual basis.

WE EXPECT OUR OPERATING LOSSES TO CONTINUE.

We expect to incur increased operating expenses during the next year. The amount of net losses and the time required for us to reach and sustain profitability are uncertain. There can be no assurance that we will ever generate revenue or achieve profitability at all or on any substantial basis.

WE WILL REQUIRE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS.

We have available cash of $12,410 as at August 31, 2010 to fund operations. There can be no assurance that we will be able to obtain additional funding when needed, or that such funding, if available, will be obtainable on terms acceptable to us. In the event that our operations do not generate sufficient cash flow, or we cannot obtain additional funds if and when needed, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment.

WE MAY FAIL TO CONTINUE AS A GOING CONCERN, IN WHICH EVENT YOU MAY LOSE YOUR ENTIRE INVESTMENT IN OUR SHARES.

Unless we can raise additional capital needed for the continuance of our operations, we may not be able to achieve our objectives and may have to suspend or cease operations. At August 31, 2010, MCC had not yet achieved profitable operations, has accumulated losses of $685,325 since inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about MCC’s ability to continue as a going concern.

WE RELY HEAVILY ON OUR MANAGEMENT, THE LOSS OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION.

Our future financial success depends to a large degree upon the efforts of our management, whom will make an important contribution to our growth and development over the next few years.  Mr. Larry Olson, our President and Chief Executive Officer, is important for the coordination and management of the overall enterprise as well as in financing our efforts.   If we do not succeed in retaining and motivating our current employee, our business could be adversely affected.

We do not currently maintain key-man insurance on our executive. Our future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing. The loss of any of their services would be detrimental to us and could have an adverse effect on our business development.

Mine Clearing Corp.

Form 10-K – 2010

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THERE IS A RISK THAT MCC MAY INCUR LIABILITY OR DAMAGES AS IT CONDUCTS ITS BUSINESS DUE.

MCC currently has no insurance to protect against the impacts of any inherent hazards of any business it may enter in the future but it will purchase the available insurance at the appropriate time.

MCC’S AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT MCC’S ABILITY TO CONTINUE AS A GOING CONCERN, AND AS A RESULT MCC MAY FIND IT DIFFICULT TO OBTAIN ADDITIONAL FINANCING

The following factors raise substantial doubt regarding the ability of MCC’s business to continue as a going concern: (i) the losses MCC incurred since its inception; (ii) MCC’s lack of operating revenues as at August 31, 2010; and (iii) MCC’s dependence on the sale of equity securities and receipt of capital from outside sources to continue in operation.  Management anticipates that MCC will incur increased expenses without realizing enough revenues.  Management therefore expects MCC to incur significant losses in the foreseeable future.  The financial statements do not include any adjustments that might result from the uncertainty about MCC’s ability to continue its business.  If MCC is unable to obtain additional financing from outside sources and eventually produce enough revenues, MCC may be forced to sell its assets, curtail or cease its operations.

IF AND WHEN WE INVEST IN NEW TECHNOLOGIES OR PROCESSES, WE FACE RISKS RELATED TO COST OVER-RUNS AND UNANTICIPATED TECHNICAL DIFFICULTIES.

Our inability to anticipate, respond to or utilize changing technologies could have a material adverse effect on our business and our results of operations.

WE ARE IN EARLY STAGE OF DEVELOPMENT AND MAY HAVE TO COMPETE WITH COMPANIES WITH GREATER RESOURCES.

We have little operating history that permits you to evaluate our business and our prospects based on prior performance. You must consider your investment in light of the risks, uncertainties, expenses and difficulties that are usually encountered by companies in their early stages of development. We will have to compete with larger companies that are currently delivering demining services using low tech products but the do have more experience in the field and who have greater funds available for expansion, product development, and marketing. There can be no assurance that we will become competitive, or if we become competitive, that we will remain competitive. Increased competition could materially adversely affect our operations and financial condition.

OUR STOCK IS THINLY TRADED, AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.

The shares of our common stock are thinly-traded on the OTCQB market place, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that our technology is relatively new and we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. Even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will ever develop or if it develops, that it will be sustained, or that current trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their shares.

OUR COMMON STOCK COULD BE CONSIDERED A “PENNY STOCK.”

Our common stock could be considered to be a “penny stock” if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These

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include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.

Because of the limited trading market expected to develop for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of its price volatility.

The price of our common stock that will prevail in the market after an offering may be higher or lower than the price you may pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

·

variations in our quarterly operating results;

·

loss of a key relationship or failure to complete significant transactions;

·

additions or departures of key personnel; and

·

fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.

In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

WE DO NOT FORESEE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any earning for funding growth. However these plans may change depending upon MCC’s capital raising requirements in the future.

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OTHER RISK FACTORS

There are several risks and uncertainties relating to our ability to raise money and eventually develop a viable business. These risks and uncertainties can materially affect the results predicted. Other risks are our limited operating history, limited financial resources, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, and changes in Federal or State laws and conditions of equity markets.

Our future operating results over both the short and long-term will be subject to annual and quarterly fluctuations due to several factors, some of which are outside the control of MCC. These factors are fluctuating market demand for our products, and general economic conditions.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Report on Form 10-K under “Business” “Risk Factors” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report constitute forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended.  Forward-looking statements include statements regarding MCC’s expectations, beliefs, hopes, intentions or strategies regarding the future.  These statements involve known and unknown risks, uncertainties, and other 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 such forward-looking statements.  Such factors include, among other things, those listed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.   We are under no duty to update any of the forward-looking statements after the date of this Report to conform such statements to actual results.

Item 1B.  Unresolved Staff Comments

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our 2010 fiscal year that remained unresolved.

Item 2.  Properties.

MCC’s executive offices are located at 2103 Tyrone Place, Penticton, BC, Canada, V2A 8Z2.

Item 3.  Legal Proceedings.

MCC is not a party to any pending legal proceedings and, to the best of MCC’s knowledge, none of MCC’s property or assets are the subject of any pending legal proceedings

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no consent resolutions or matters voted on by security holders during the reporting period.

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PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

(a)

Market Information

MCC’s common stock has been quoted on the NASD OTC Bulletin Board since August 7, 2007.  Our shares of common stock began trading during the fourth quarter ending August 31, 2007.

The Company’s common stock is presently quoted on the Over the Counter Bulletin Board (“OTC - BB”) under the symbol "MCCO".

Following is a report of high and low bid prices at the time of the market close for each quarterly period for the fiscal years ended August 31, 2009 and August 31, 2010.

Period	High	Low	Source
Period ended 11/30/2010	0.036	0.035	Pink OTC Markets Inc.
Quarter ended 8/27/2010	0..20	0.03	Pink OTC Markets Inc.
Quarter ended 5/28/2010	0.035	0.03	Pink OTC Markets Inc.
Quarter ended 2/26/2010	0.051	0.02	Pink OTC Markets Inc.
Period ended 11/27/2009	0.05	0.05	Pink OTC Markets Inc.
Quarter ended 8/31/2009	0.10	0.02	Pink OTC Markets Inc.
Quarter ended 5/31/2009	0.20	0.07	Pink OTC Markets Inc.
Quarter ended 2/28/2009	0.265	0.10	Pink OTC Markets Inc.
Quarter ended 11/30/2008	0.51	0.15	Pink OTC Markets Inc.
Quarter ended 8/31/2008	0.40	0.20	Pink OTC Markets Inc.

The information as provided above for the fiscal years ended 2009 and 2010 was provided by Pink OTC Markets Inc.  The quotations provided herein may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions and have not been adjusted for stock dividends or splits.

As of December 9, 2010, there were 5 market makers in MCC’s common stock on the OTCQB.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any securities authorized for issuance under equity compensation plans.

(b)

Holders of Record

As of November 18, 2010, there were approximately 19 record holders of the MCC’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage house or clearing agency as one record holder).

(c)

Dividends

The Company has never paid a cash dividend on its common stock and does not intend to pay cash dividends on its common stock in the foreseeable future. MCC is not subject to any restrictions that limit its ability to pay dividends on its shares of common stock.  Dividends are declared at the sole discretion of MCC’s Board of Directors.

(d)

Recent Sales of Unregistered Securities

MCC has sold 59,686,200 shares of unregistered securities.  All of these 59,686,200 shares were acquired from MCC in private placements that were exempt from registration under Regulation S of the Securities Act of 1933 and were sold to Canadian residents.

The shares include the following:

1.

On October 10, 2005, MCC issued 30,000,000 shares of common stock at a price of $0.0001 per share for cash proceeds of $3,000 to its President;

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2.

On April 29, 2006, MCC issued 18,233,340 shares of common stock to sixteen non-affiliated non U.S. Persons at a price of $0.0015 per share for cash proceeds of $27,350;

3.

On August 31, 2006, MCC issued 8,700,000 shares of common stock to seventeen  non-affiliated non U.S. Persons at a price of $0.005 per share for cash proceeds of $43,500; and

4.

On October 5, 2006, MCC issued 1,600,000 shares of common stock to four non-affiliated non U.S. Persons at a price of $0.005 per share for cash proceeds of $8,000.

5.

On January 31, 2008, MCC issued 142,860 shares of common stock to one non-affiliated non-U.s. Persons at a price of $0.175 per share for cash proceeds of $25,000.

6.

On June 26, 2008, MCC issued 145,000 shares of common stock to one non-affiliated non-U.S. Persons at a price of $0.30 per share for cash proceeds of $43,500.

7.

On August 21, 2008, MCC issued 625,000 shares of common stock to one non-affiliated non-U.S. Persons at a price of $0.40 per share for cash proceeds of $250,000.

8.

On August 30, 2010, MCC issued 240,000 shares of common stock to one non-affiliated non-U.S. company at a price of $0.05 per share for cash proceeds of $12,000.

With respect to all of the above offerings, MCC completed the offerings of the common stock pursuant to Rule 903 of Regulation S of the 1933 Act on the basis that the sale of the common stock was completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S.  MCC did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares.  Each investor represented to MCC that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person.  The subscription agreement executed between MCC and the investor included statements that the securities had not been registered pursuant to the 1933 Act and that the securities may not be offered or sold in the United States unless the securities are registered under the 1933 Act or pursuant to an exemption from the 1933 Act.  The investor agreed by execution of the subscription agreement for the common stock: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act or pursuant to an exemption from registration under the 1933 Act; (ii) that MCC is required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act or pursuant to an exemption from registration under the 1933 Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the 1933 Act.  All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the 1933 Act and could not be resold without registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Each investor was given adequate access to sufficient information about MCC to make an informed investment decision.  None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.  No registration rights were granted to any of the investors.

There are no outstanding options or warrants to purchase, or securities convertible into, shares of MCC’s common stock.

(e)

Penny Stock Rules

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

The shares of MCC will remain penny stock for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in MCC will be subject to rules 15g-1 through 15g-10 of the Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

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

Mine Clearing Corp.

Form 10-K – 2010

Page 11

·

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;

·

contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

·

contains a toll-free telephone number for inquiries on disciplinary actions;

·

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

·

contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.

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

·

with bid and offer quotations for the penny stock;

·

the compensation of the broker-dealer and its salesperson in the transaction;

·

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

·

monthly account statements showing the market value of each penny stock held in the customer’s account.

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

Item 6.  Selected Financial Data.

	Year ended August 31
	2010	2009
Revenues	$                 0	$                 0
Total Operating Expenses	92,633	401,197
Cash on Hand	12,410	4,750
Total Assets	13,128	7,128
Current Liabilities	206,138	146,491
Working Capital	(193,725)	(139,616)
Accumulated Deficit	685,325	592,692

Item 7.  Management’s Discussion and Analysis and Results of Operations.

THE FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF MCC SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Forward-Looking Statements

This Form 10-K – Annual Report contains forward-looking statements that involve risks and uncertainties.  You will find words such as anticipate, believe, plan, expect, future, intend and similar expressions in the Annual Report to identify such forward-looking statements.  MCC’s actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by MCC described in the Risk Factors section above and elsewhere in this Annual Report.

Plan of Operation

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Form 10-K – 2010

Page 12

Mine Clearing Corp. is committed to finding a viable business to acquire or develop.  It will continue to monitor for opportunities in the mine detection area but will also review opportunities in other sectors.

MCC’s plan of operations is to complete a number of key objectives over the course of the next 12 months.

·

Identify a minimum of three business opportunities to conduct extensive due diligence.

·

Enter into an acquisition, letter of intent or other business arrangement to develop the chosen business.

·

Add to the management team in order to develop the business.

·

Complete a financing of between $250,000 and $400,000 to invest in the business.

The key milestones and achievement dates are outlined in the following table:

MCC’S DEVELOPMENT MILESTONES

Milestone	Achievement Date
Identify a minimum of three business opportunities to conduct extensive due diligence.	February 2011
Enter into an acquisition, letter of intent or other business arrangement to develop the chosen business1	May 2011
Add to the management team in order to develop the business.	June 2011
Complete a financing of between $250,000 and $400,000 to invest in the business2	August 2011

Note 1 – MCC has no guarantee that it will be able to enter into a business arrangement to acquire or develop a future business.
Note 2 – MCC has no definitive arrangements for any future financing.

We have to date been funded by existing working capital, by raising funds via private placements of equity capital offerings and by the issuance of debt in the amount of  $45,095.

As at August 31, 2010, MCC had a cash balance of $12,410 and had working capital of ($193,725).  Over the next 12 months management does not anticipate that MCC will generate any revenues.  Management anticipates that MCC needs a minimum additional financing of $200,000 for the next 12 months.  Management anticipates that any additional funding will come from equity financing from the sale of MCC’s common stock.  If MCC is successful in completing an equity financing, existing shareholders will experience dilution of their interest in MCC. MCC. does not have any financing arranged and cannot provide investors with any assurance that MCC will be able to raise sufficient funding from the sale of its common stock to fund its business plan. In the absence of such financing, MCC’s business will fail.

MCC’s planned expenditures and operation expenses for the next 12 months are summarized as follows:

Description – 12 months	Estimated Expenses ($)
Technology and /or business due diligence development	50,000
General and administration (including business development)	150,000
Total	200,000

Based on the nature of MCC’s business, management anticipates incurring operating losses in the foreseeable future.  Management bases this expectation, in part, on the fact that we will most likely not have revenue within the next 12 months.  MCC’s future financial results are also uncertain due to a number of factors, some of which are outside its control.  These factors include, but are not limited to:

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Form 10-K – 2010

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·

MCC’s ability to raise additional funding;

·

MCC’s ability to identify and enter into an agreement for an acquisition or development of a viable business or technology

Due to MCC’s lack of operating history and present inability to generate revenues, MCC’s auditors have stated their opinion that there currently exists substantial doubt about MCC’s ability to continue as a going concern.

Accounting and Audit Plan

MCC intends to continue to have its outside consultant assist it in the preparation of its quarterly and annual financial statements and have these financial statements reviewed or audited by MCC’s independent auditor.  MCC’s outside consultant is expected to charge MCC approximately $800 to prepare its quarterly financial statements and approximately $800 to prepare its annual financial statements.  In the next 12 months, management anticipates spending approximately $13,000 to pay for MCC’s accounting and audit requirements.

Results of Operations

MCC has had no operating revenues since its inception on September 30, 2005, through to August 31, 2010.  MCC’s activities have been financed from the proceeds of share subscriptions and the issuance of debt.  From MCC’s inception on September 30, 2005 to August 31, 2010 MCC raised a total of approximately $412,350 from private placements of its common stock and $24,570 in debt.

For the period from inception on September 30, 2005, to August 31, 2010, MCC incurred total expenses of $664,728.  These expenses included $179,160 in professional fees, $379,480 in general and administrative expenses, $98,000 in research and development expenses and $20,597 in expenses due to discontinued operations (mineral property costs).  MCC’s general and administrative expenses include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of legal, consulting, management fees, accounting and auditing fees.  

For the year ended August 31, 2010, MCC incurred total expenses of $92,633.  These expenses included $15,527 in professional fees, $71,406 in general and administrative expenses, $0 in expenses due to discontinued operations (mineral property costs).  MCC’s general and administrative expenses mainly include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of legal, consulting, management fees, accounting and auditing fees.

Liquidity and Capital Resources

As at August 31, 2010, MCC had a cash balance of $12,410 and had working capital of $(193,725). MCC’s accumulated deficit was $685,325 as at August 31, 2010.  MCC’s net loss of $685,325 from September 30, 2005 (date of inception) to August 31, 2010 was mostly funded by its equity financing.  From September 30, 2005 (date of inception) to August 31, 2010, MCC raised $412,350 in equity financing and $24,570 of debt.  The net increase in cash from September 30, 2005 (date of inception) to August 31, 2010 was $12,410.

On August 7, 2008, MCC entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal. This agreement was terminated on July 29, 2010.

On August 7, 2008, MCC entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by MCC using the Cold Sky technology. This agreement was terminated on December 2, 2009.  

On August 7, 2008, MCC entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Fig8 technology”) in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by MCC using the Fig8 technology. This agreement was terminated on December 2, 2009.  If MCC is successful in raising sufficient funds it will attempt to reacquire the license from Roke.

Mine Clearing Corp.

Form 10-K – 2010

Page 14

There are no remaining funding obligations from the agreements with Roke Manor Research.

Net Cash Used in Operating Activities

For the fiscal year ended August 31, 2010, net cash used in operating activities totaled $20,069 compared with $289,445  for the previous fiscal year.  

As at August 31, 2010, MCC had a cash balance of $12,410 and had working capital of $(193,725). During the fiscal year ended August 31, 2010, MCC used $20,069 in cash for operating activities.  This was primarily a result of an operating loss of $92,633, offset by non-cash items for donated services of $2,750, and a net increase in operating assets and liabilities of $64,443.  During the fiscal year ended August 31, 2010, MCC paid $64,443 towards accounts payable.  There were also changes in prepaid expenses and due to related parties resulting in a net use of cash of $20,069.

Net Cash Used in Investing Activities

Net cash provided by investing activities was $0 for the fiscal year ended August 31, 2010 as compared with $0 of cash used for the previous fiscal year.

MCC used net cash of $0 in investing activities during the fiscal year ended August 31, 2010.  For the fiscal year ended August 31, 2010, MCC’s monthly cash requirement was approximately $1,672 in operating activities and approximately $0 in investing activities.  Management anticipates that after January 2010 if MCC intends to execute its business plan its monthly expenses will remain the same.  

Net Cash Used in Financing Activities

Net cash provided by financing activities increased to $27,729 for the fiscal year ended August 31, 2010 as compared with financing of $24,570 for the previous fiscal year from the issuance of common stock and incurring debt.

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Form 10-K – 2010

Page 15

Going Concern

MCC has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive exploration activities.  For these reasons MCC’s auditors stated in their report that they have substantial doubt MCC will be able to continue as a going concern.

Off-Balance Sheet Arrangements

MCC has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

MCC’s financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation.  A complete summary of these policies is included in Note 2 of the notes to MCC’s historical consolidated financial statements.  MCC has identified below the accounting policies that are of particular importance in the presentation of its financial position, results of operations and cash flows and which require the application of significant judgment by management.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The Company is a small business Issuer and is not subject to interest rate or foreign currency risks.  Furthermore does not invest in interest rate swaps or any derivative products.

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Form 10-K – 2010

Page 16

Item 8.

Financial Statements and Supplementary Data

MINE CLEARING CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

For the period ended

August 31, 2010

Index

Report of Independent Registered Public Accounting Firm

F-1

Balance Sheets as of August 31, 2010 and August 31, 2009

F-2

Statements of Operations for the years ended August 31, 2010 and 2009 and from

September 30, 2005 (Inception) to August 31, 2010

F-3

Statements of Cash Flows for the years ended August 31, 2010 and 2009 and from

September 30, 2005 (Inception) to August 31, 2010

F-4

Statement of Stockholders’ (Deficit) Equity from September 30, 2005 (Inception) to

August 31, 2010

F-5

Notes to the Financial Statements

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of

Mine Clearing Corp.

(formerly Peak Resources Incorporated)

(A Development Stage Company)

We have audited the accompanying balance sheets of Mine Clearing Corp.  (the “Company”) (a development stage company) as of August 31, 2010 and the related statements of operations, stockholders' deficit and cash flows for the twelve month periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mine Clearing Corp. as of August 31, 2010 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has never generated any revenue and has accumulated losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

December 14, 2010

F-1

Mine Clearing Corp.

(A Development Stage Company)

Balance Sheets

(The Accompanying Notes are an Integral Part of These Financial Statements)

Mine Clearing Corp.

(A Development Stage Company)

Statements of Operations

(The Accompanying Notes are an Integral Part of These Financial Statements)

Mine Clearing Corp.

(A Development Stage Company)

Statements of Cash Flows

(The Accompanying Notes are an Integral Part of These Financial Statements)

Mine Clearing Corp.

(A Development Stage Company)

Statement of Stockholders’ (Deficit) Equity

For the Period from September 30, 2005 (Date of Inception) to August 31, 2010

(The Accompanying Notes are an Integral Part of These Financial Statements)

1.

Development Stage Company

Peak Resources Incorporated (the “Company”) was incorporated in the State of Nevada on September 30, 2005. On August 18, 2008, the Company changed its name to Mine Clearing Corp. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s former principal business was the acquisition and exploration of mineral resource properties. During the fourth quarter of 2008, the Company changed its principal business and entered into licensing agreements for the rights to certain intellectual properties in the landmine scanning, detection, mapping and removal services. Refer to Note 7.

2.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2010, the Company has accumulated losses of $685,325 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3.

Summary of Significant Accounting Policies

a)

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is August 31.

b)

Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. 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. 3.  Summary of Significant Accounting Policies (continued)

c)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 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 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.

d)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2010 and 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

e)

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.

f)

Research and Development Costs

Pursuant to ASC 730, Research and Development” the Company expenses all research and development costs as incurred.

3.

Summary of Significant Accounting Policies (continued)

g)

Property and Equipment

Property and equipment is recorded at cost and is amortized on a straight-line basis over 5 years.

h)

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

i)

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts owed to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada and the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

j)

Discontinued Operations

Certain amounts have been reclassified to present the Company’s discontinuance of its mineral exploration operations, as discontinued operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations.

k)

Income Taxes

The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

l)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

m)

Recently Issued Accounting Pronouncements

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard was effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

(The Accompanying Notes are an Integral Part of These Financial Statements)

3.

Summary of Significant Accounting Policies (continued)

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this ASU are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this ASU.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds.  The amendments in this ASU are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and Disclosure Requirements. The amendments in this ASU requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have a material effect on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements which amends ASC 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material effect on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

4.

Property and Equipment

				August 31,	August 31
				2010	2009
		Cost	Accumulated Depreciation	Net Book Value	Net Book Value
		$	$	$	$
Equipment		1,232	514	718	965

(The Accompanying Notes are an Integral Part of These Financial Statements)

5.

Related Party Transactions

a)

During the year ended August 31, 2010, the Company recognized a total of $2,750 (2009 - $750) for rent at $250 per month provided by the President of the Company. Refer to Note 7(a).

b)

At August 31, 2010, the Company is indebted to a director of the Company for $102,461 (2009 - $45,980), representing expenditures paid on behalf of the Company, for office rent and management services. This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment. During the year ended August 31, 2010, imputed interest of $3,711 (2009 - $1,409) was calculated and has been recorded as additional paid-in capital.

6.

Loan Payable

a)

On June 11, 2009, the Company signed a loan agreement to receive $6,570 from a shareholder of the Company to be used for general working capital.  The loan is unsecured and non-interest bearing for a term of three years.  During the year ended August 31, 2010, imputed interest of $329 (2009 – $73) has been accrued.

b)

On December 15, 2008, the Company signed a loan agreement to receive $18,000 from a shareholder of the Company to be used for general working capital.  The loan agreement was amended on May 1, 2009, to increase the term of the loan from one year to three years. On November 24, 2009, the Company signed an additional loan agreement to receive an additional $4,000 to be used for general working capital.  On February 28, 2010, the Company signed an additional loan agreement to receive an additional $3,000 to be used for general working capital.  On April 10, 2010, the Company signed an additional loan agreement to receive an additional $7,800 to be used for general working capital. On June 22, 2010, the Company signed an additional loan agreement to receive an additional $5,725 to be used for general working capital.  These loans are unsecured, non-interest bearing and have a term of three years.  During the year ended August 31, 2010, imputed interest of $1,413 (2009 – $639) has been accrued.

7.

Commitments

a)

On August 1, 2008, the Company entered into a management agreement with the President of the Company to provide management services. Under the terms of the agreement, the Company agreed to pay $5,000 per month for an initial term of 24 months. Subsequent to the year ended August 31, 2010, the Company entered into a new management agreement with the President of the Company (Note 10).

b)

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

i.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $359,500 (£215,000). The Company will be required to deliver an initial payment of $98,000 (£53,750) (paid), followed by 3 sequential monthly payments of $157,000 (£96,750), $87,000 (£53,750) and $17,500 (£10,750).

ii.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $664,000 to $810,000 (£410,000 to £500,000).

iii.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $251,000 to $324,000 (£155,000 to £200,000).

On December 2, 2009 the Company was informed by Roke Manor that they were terminating the licensing agreements for their patented sensors. Roke has informed the Company that “in the event MCC’s funding situation was to improve in the near future, Roke would be prepared to enter into discussions with MCC for continuation of the development programme and agreement on a new licence arrangement. Roke is prepared for the consulting services agreement to remain in effect until it automatically terminates on July 29, 2010, unless otherwise extended by mutual agreement.” The consulting services agreement was terminated on July 29, 2010.

c)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology. The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 7(b)) and thereafter a royalty of £1,000 (US$1,600) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,000) over a

(The Accompanying Notes are an Integral Part of These Financial Statements)

7.

Commitments (continued)

ten year period commencing upon completion of the Services Agreement. On December 2, 2009, the license agreement was terminated.

d)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Fig8 technology”) in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Fig8 technology. The consideration for the license to use the Fig8 technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of the final phase of the Services Agreement and thereafter a royalty of £125 (US$200) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,000) over a ten year period commencing upon completion of the Services Agreement. On December 2, 2009, the license agreement was terminated.

e)

On August 15, 2008, the Company entered into a management agreement with a contractor to provide management services. Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.  During the year ended August 31, 2010, both parties agreed to waive the management fees that would have been recorded for the period from September 2009 to August 2010.

f)

On August 27, 2008, the Company entered into a contract with an investor relations firm. In consideration for investor relations services, the Company will pay the firm 3% for all venture investments. The Company will also pay EUR 2,000 (US$2,500) per month for three months commencing September 1, 2008. The agreement can be revoked by either party at any time during the three month period, however, introductions made by the investor relations firm that lead to financing will be honored for a period of one year. For all introductions, the maximum finder’s fee payable is 10% (inclusive of the 3% fee). On December 1, 2009, this agreement was terminated.

g)

On October 17, 2008, the Company signed a memorandum of understanding with a bank to advise the Company in its private placement of new shares with European institutional investors.  In consideration for these services the Company has agreed to pay for all expenses, fees and any other costs incurred in connection with the Private Placement, 10% of the gross proceeds of the Private Placement, and EUR 15,000 for work provided during the Due Diligence.   On December 1, 2009, this agreement was terminated.

h)

On November 18, 2008, the Company entered into a management agreement with a consultant to provide management services.  Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.  During the year ended August 31, 2010, both parties agreed to waive the management fees that would have been recorded for the period from September 2009 to August 2010.

8.

Common Stock

a)

On March 3, 2008, the Company affected a nine (9) for one (1) stock dividend of the authorized, issued and outstanding stock.  As a result, the issued and outstanding share capital increased from 5,867,620 shares of common stock to 58,676,200 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.

b)

On September 8, 2008, the Company increased the authorized capital from 75,000,000 shares of common stock with a par value of $0.001 per share to 200,000,000 shares of common stock with a par value of $0.001 per share.

c)

On August 30, 2010, the Company issued 240,000 shares of common stock and 240,000 warrants at $0.05 per share for cash proceeds of $12,000. Each warrant is exercisable into one share of common stock at $0.20 per share until June 29, 2012. Based on the Black-scholes and relative fair value calculations performed, the value assigned to the stock is $7,573 and the value assigned to the warrants is $4,427.

9.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the U.S federal and state income tax rates to earnings before income taxes. The Company has a net operating loss carryforward of approximately $647,500 available to offset taxable income in future years which expires beginning in fiscal 2025. Pursuant to SFAS 109, the potential benefit of the net operating loss carryforward has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

(The Accompanying Notes are an Integral Part of These Financial Statements)

9.

Income Taxes (continued)

The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

		August 31, 2010 $		August 31, 2009 $
Income tax recovery at statutory rate		(32,422)		(140,419)
Permanent differences		1,434		1,005
Temporary differences		86		86
Valuation allowance change		30,902		139,328
Provision for income taxes		–		–

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities are as follows:

		August 31, 2010 $		August 31, 2008 $
Net operating loss carryforward		237,516		206,614
Valuation allowance		(237,516)		(206,614)
Net deferred income tax asset		–		–

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

10.

 Subsequent Events

On October 22, 2010, the Company entered into a management agreement with the President of the Company to provide management services. Under the terms of the agreement, the Company agreed to pay $5,000 per month effective July 31, 2010 and expiring on October 23, 2013. The Company also agreed to reimburse the President of the Company for office expenses, including rent at $1,500 per month effective from July 31, 2010 with a minimum one year lease beginning on October 22, 2010

(The Accompanying Notes are an Integral Part of These Financial Statements)

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are no changes in and disagreements with MCC’s accountants on accounting and financial disclosure.  MCC’s Independent Registered Public Accounting Firm from inception to August 31, 2008 was Manning Elliott LLP, Chartered Accountants, 1100 - 1050 West Pender Street, Vancouver, British Columbia, V6E 3S7, Canada.  Our current Independent Registered Public Accounting Firm is M&K CPAS, PLLC  13831 Northwest Freeway Suite 575 Houston, TX 77040.

Item 9A.  Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of August 31, 2010, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report.

Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our Chief Executive Officer, MCC conducted an evaluation of the effectiveness of our internal control over financial reporting as of August 31, 2010 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on the evaluation, because of our limited resources and limited number of employees, management concluded that, as of August 31, 2010, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of MCC’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2010, MCC determined that there were control deficiencies that constituted material weaknesses, as described below.

1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no audit committee. There is no policy on fraud and no code of ethics at this time. A whistleblower policy is not necessary given the small size of the organization.

2.

Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

3.

There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

Management is currently evaluating remediation plans for the above control deficiencies.

(The Accompanying Notes are an Integral Part of These Financial Statements)

Accordingly, MCC concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that MCC did not maintain effective internal control over financial reporting as of August 31, 2010 based on criteria established in Internal Control—Integrated Framework issued by COSO.

M&K CPAs PLLC, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of August 31, 2010.

Changes in Internal Controls

During the period ended August 31, 2010 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the fourth quarter of the fiscal year covered by this Form 10-K, MCC reported all information that was required to be disclosed in a report on Form 8-K.

Mine Clearing Corp.

Form 10-K - 2010

Page 42

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

Each director of MCC holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and qualified, or (iii) the director resigns.

The sole Director and Officer of MCC is as follows:

Name	Age	Positions Held and Tenure
Larry Olson	53	President, Chief Executive Officer, Chief Financial Officer and Director since September 30, 2005

The sole Director named above will serve until the next annual meeting of the stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting.  Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.

Larry Olson, President, Chief Executive Officer, Chief Financial Officer

Mr. Olson has been the sole director and officer of MCC since September 2005.  From 1987 to the present, Mr. Olson has been running a consulting firm called Larry Olson & Associates, which provides business consulting services to public and private companies. From January 2007 to the present, Mr. Olson has been a director and Chief Financial Officer of Reef Resources Ltd., an oil and gas exploration and development public company in Canada. From September 2006 to the present he has been President, Chief Executive Officer and a director of Kaval Energy Services Inc., an oil field services company.  From August 2005 to October 2008, Mr. Olson was the President of Viacorp Technologies Inc., a company involved in acquiring a Quebec, Canada based biotech company. From August, 2002 to the present, Mr. Olson has been managing Med Access Investments (VCC) Inc., a venture capital company he founded, which invested in Med Access Inc., a medical software company and Rise Healthcare Inc., a Calgary based public company.  He is a director of both companies.  Mr. Olson has a Bachelor of Business Administration (Simon Fraser University, British Columbia, 1985) and has completed graduate course work.

Larry Olson, MCC’s sole director and officer, has been involved in a number technology development stage companies in Western Canada.  He started his career working with Discovery Capital Corporation, a Western Canada based venture capital firm that focused on investing in technology based companies.  He has consulted to, invested in and helped found a number of technology start up ventures.

MCC does not have any written procedures in place to address conflicts of interest that may arise between its business and the future business activities of Mr. Olson.  Mr. Olson dedicates approximately 20% of his time to act as MCC’s President.  The rest of Mr. Olson’s time is principally spent acting as an executive of Reef Resources and Med Access Investments (VCC) Inc.  Mr. Olson will increase the amount of time devoted to MCC to approximately 50% of his time once the company achieves its next significant financing. None of these companies compete with MCC in the same industry.

Family Relationships

There are no family relationships among the directors, executive officers or persons nominated or chosen by MCC to become directors or executive officers.

Involvement in Certain Legal Proceedings

(1)

No bankruptcy petition has been filed by or against any business of which any director was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

(2)

No director has been convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations and other minor offences).

Mine Clearing Corp.

Form 10-K - 2010

Page 43

(3)

No director has been subject to any order, judgement, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

(4)

No director has been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Exchange Act.

All reports were filed with the SEC on a timely basis and MCC is not aware of any failures to file a required report during the period covered by this annual report.

Nomination Procedure for Directors

MCC does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors.  MCC has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.

Audit Committee Financial Expert

MCC has no financial expert.  Management believes the cost related to retaining a financial expert at this time is prohibitive.  MCC’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee.  MCC’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of MCC and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

Identification of Audit Committee

MCC does not have a separately-designated standing audit committee.  Rather, MCC’s entire board of directors performs the required functions of an audit committee.  Currently, Larry Olson is the only member of MCC’s audit committee, but does not meet MCC’s independent requirements for an audit committee member.  See Item 12. (c) Director independence below for more information on independence.  

MCC’s audit committee is responsible for: (1) selection and oversight of MCC’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by MCC’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee.

As of August 31, 2010, MCC did not have a written audit committee charter or similar document.

Code of Ethics

MCC has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics for more information.  MCC undertakes to provide any person with a copy of its financial code of ethics free of charge.  Please contact Larry Olson at 250-490-3378 to request a copy of MCC’s financial code of ethics.  Management believes MCC’s financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Item 11.  Executive Compensation.

MCC has paid $ $60,000 ($60,000 was accrued and not paid) in compensation to its named executive officers during its fiscal year ended August 31, 2010.  

Mine Clearing Corp.

Form 10-K - 2010

Page 44

Since MCC’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.

Currently, there are no arrangements between MCC and any of its directors whereby such directors are compensated for any services provided as directors.

MCC has management agreements with all of  its significant employees and named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of MCC or from a change in a named executive officer’s responsibilities following a change in control.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners (more than 5%)

(1) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Owner [1]	(4) Percent of Class[2]
Common Stock	Larry Olson 2103 Tyrone Place, Penticton, BC. V2A 8Z2	27,272,500	45.7%

^[1]  The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K/A from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.

^[2] Based on 59,446,200 shares of common stock issued and outstanding as of November 27, 2009.

Security Ownership of Management

(1) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Owner	(4) Percent of Class [1]
Common Stock	Larry Olson 2103 Tyrone Place, Penticton, BC. V2A 8Z2	27,272,500	45.7%
Common Stock	Directors and Executive Officers (as a group)	27,272,500	45.7%

 ^[1]  Based on 59,446,200 shares of common stock issued and outstanding as of November 27, 2009.

Changes in Control

MCC is not aware of any arrangement that may result in a change in control of MCC

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

Since the beginning of MCC’s last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which MCC was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of MCC’s total assets at year-end for the last three completed fiscal years, except for the following:

1.

Declaration of Trust

Mine Clearing Corp.

Form 10-K - 2010

Page 45

On September 18, 2006 MCC signed an option agreement with Bearclaw Capital Corporation to acquire 90% interest in the Kalamalka Property.  The Claims are registered in the name of Larry Olson, the sole director and officer of MCC  On September 19, 2006, Mr. Olson executed a trust agreement whereby he has agreed to hold the Claims in trust for MCC  The option agreement has expired and the mineral claim title also has expired as of November 18, 2008.

2.

Management Services and Rent

During the period ended August 31, 2010, Larry Olson, the sole director and officer of Mine Clearing Corp, donated services and in the past has donated rent to MCC that are recognized on the financial statements.  From inception on September 30, 2005 to August 31, 2010, MCC recognized a total of $77,500for management services at $5,000 per month provided by and $13,750 for rent at $250 per month provided by Mr. Olson.

3.

Debt Owed To Director

At August 31, 2010, MCC is indebted to Larry Olson, the sole director and officer of Mine Clearing Corp, for US$93,250 and CAD$9,824 (August 31, 2008 $35,000 US and $12,042 CDN), representing expenditures paid on behalf of MCC  This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment.

Promoters and control persons

During the past two fiscal years, Larry Olson has been a promoter of MCC’s business, but Mr. Olson has not received anything of value from MCC nor is any person entitled to receive anything of value from MCC for services provided as a promoter of the business of MCC

Director independence

MCC’s board of directors currently consists of Larry Olson.  In summary, an “independent director” means a person other than an executive officer or employee of MCC or any other individual having a relationship which, in the opinion of MCC’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepted any compensation from MCC in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years.  Also, the ownership of MCC’s stock will not preclude a director from being independent.

In applying this definition, MCC’s board of directors has determined that Mr. Olson does not qualify as an “independent director” pursuant to the same Rule.

As of the date of the report, MCC did not maintain a separately designated compensation or nominating committee.  

MCC has also adopted this definition for the independence of the members of its audit committee.  Larry Olson serves on MCC’s audit committee.  MCC’s board of directors has determined that Mr. Olson is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is not “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.  

Mine Clearing Corp.

Form 10-K - 2010

Page 46

Item 14.  Principal Accounting Fees and Services

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for MCC’s audit of consolidated annual financial statements and for review of financial statements included in MCC’s Form 10-QSB’s or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2010 - $10,585  – M&K CPAS, PLLC – Chartered Accountants

2009 - $11,000  – M&K CPAS, PLLC – Chartered Accountants

2009 - $13,500  – Manning Elliott LLP – Chartered Accountants

2008 - $14,000  – Manning Elliott LLP – Chartered Accountants

2007 - $13,197 – Manning Elliott LLP – Chartered Accountants

(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of MCC’s consolidated financial statements and are not reported in the preceding paragraph:

2010 - $0 – M&K CPAS, PLLC  – Independent Registered Public Accountant

2009 - $0 – M&K CPAS, PLLC  – Independent Registered Public Accountant

2009 - $0 – Manning Elliott LLP – Chartered Accountants

2008 - $0 – Manning Elliott LLP – Chartered Accountants

2007 - $0 – Manning Elliott LLP – Chartered Accountants

(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2010 - $0 – M&K CPAS, PLLC  – Independent Registered Public Accountant

2009 - $0 – M&K CPAS, PLLC  – Independent Registered Public Accountant

2009 - $0 – Manning Elliott LLP – Chartered Accountants

2008 - $0 – Manning Elliott LLP – Chartered Accountants

2007 - $0 – Manning Elliott LLP – Chartered Accountants

(4)   All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2010 - $0 – M&K CPAS, PLLC    – Independent Registered Public Accountant

2009 - $0 – M&K CPAS, PLLC    – Independent Registered Public Accountant

2009 - $0 – Manning Elliott LLP – Chartered Accountants

2008 - $0 – Manning Elliott LLP – Chartered Accountants

2007 - $0 – Manning Elliott LLP – Chartered Accountants

(6)   The percentage of hours expended on the principal accountant’s engagement to audit MCC’s consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was nil %.

Mine Clearing Corp.

Form 10-K - 2010

Page 47

PART IV

Item 15.  Exhibits

(a)

Index to and Description of Exhibits.

Exhibit	Description	Status
3.1	Articles of Incorporation filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
3.2	By-Laws filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.1	Kalamalka property agreement dated September 18, 2006 between MCC Resources Incorporated and Bearclaw Capital Corp., filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.2	Kalamalka property option agreement addendum #1 dated December 30, 2006 between Bearclaw Capital Corp. and MCC Resources Incorporated, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.4	Kalamalka property trust agreement dated September 19, 2006, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.5	Kalamalka property option agreement addendum #2 dated March 29, 2007 between Bearclaw Capital Corp. and MCC Resources Incorporated, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
10.6	Kalamalka property agreement addendum #3 dated October 27, 2007 between Bearclaw Capital Corp. and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on October 30, 2007, and incorporated herein by reference.	Filed
14	Financial Code of Ethics filed as an exhibit to MCC’s Form SB-2 filed on April 6, 2007, and incorporated herein by reference.	Filed
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32 10.14	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Letter of Intent to Enter Into a Property, Management and Financing Agreement	Included Filed

Mine Clearing Corp.

Form 10-K - 2010

Page 48

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Mine Clearing Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.

MINE CLEARING CORP.

By:   /s/ Larry Olson

Name:  Larry Olson

Title: President and Principal Financial Officer

Dated: December 14, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Mine Clearing Corp. and in the capacities and on the dates indicated have signed this report below.

Signature	Title	Date
/s/ Larry Olson	President, Principal Executive Officer, Principal Accounting Officer Member of the Board of Directors	December 14, 2010

Mine Clearing Corp.

Form 10-K - 2010

Page 49