Spider #3 Project Area (includes McFaulds, Freewest and Diagnos properties)

The Spider #3 project area is geographically located immediately west of the Spider #1 Project area. The project area includes several identified properties, the McFaulds Lake (East and West) VMS Properties, the Freewest Option property and the Diagnos Initiative Property.

Freewest Option Property

This property, located approximately 15 kms south-west of the MacFaulds Lake VMS property, includes seven mineral claims constituting 78 claim units.

Under the terms of an agreement with Freewest (see press release December 19, 2005), Spider and KWG must spend an aggregate of $3.0 million on exploration over a four-year period to earn an initial joint 50% interest in the Freewest Option property. They may earn a cumulative joint 60% interest in the property by delivering a bankable feasibility study on any mineralization identified and subsequently a cumulative joint 65% interest, by arranging financing on behalf of Freewest to put the property into commercial production. At present, Spider and KWG have earned an initial 50% interest in the Property by jointly expending a total of $3.0 million in applicable expenditures.

On March 7, 2006 Spider announced that it had completed, a winter drilling program on the property with KWG and Freewest, and discovered a chrome-platinum-palladium bearing peridotite. On June 29, 2006 it was announced that the two high grade chromitite layers were confirmed yielding assays of 23.4% chrome (34.5% Cr2O3), 0.19 g/t platinum, 0.21 g/t palladium, 0.32 g/t ruthenium, 0.05 g/t rhodium and 0.12% nickel over

1.03 meters followed by 18.6% chrome (28.9% Cr2O3), 0.23 g/t platinum, 0.48 g/t palladium, 0.30 g/t ruthenium, 0.05 g/t rhodium and 0.13% nickel over 0.85 meters. The assaying completed on the entire mineralized zone in the layered peridotite, including the upper and lower chromitite layers, yielded 4.05% chrome and 0.17% nickel over a core length of 16.85 meters.

This new chrome – nickel - platinum group element discovery was the first of its kind the McFauld’s Lake area of the Sachigo Greenstone Belt in northern Ontario.

Recent exploration results by Noront Resources Ltd. (“Noront”), on its nearby (3.6 kilometres to the southwest) Eagle One Magmatic Massive Sulphide occurrence renewed the interest in the Freewest Option property. A similar geologic unit (as described above for the chrome occurrence) is the host for the Eagle One occurrence, however the Noront occurrence has very significant nickel, copper, platinum, palladium and gold, while the Company’s occurrence contains appreciable chrome layers enriched in PGE’s and nickel, forming part of a peridotite magma chamber. Geological models for this type of occurrence suggest a positional relationship between MMS occurrences and the chromite layering observed in the Company’s occurrence. Consequently, the Company along with joint venture partner KWG have undertaken an aggressive exploration program that started in late Q1 and continued through all of Q2 and Q3 2008. The project expenditures cost in the order of $2.6 million. The cost of this program was shared equally with KWG. The program extended into the first part of Q4, Spider and KWG have expended sufficient funds to meet the earn-in requirement where each of Spider and KWG have earned a 25% respective interest from Freewest.

A diamond drilling program on the Freewest Option property began in the first quarter of FY 2008. This diamond drilling program initially focussed near and around a previously discovered chrome-nickel-platinum group element occurrence in peridotite that has many similarities to the new discovery (Eagle Two) of Noront. The program that ended in late April just prior to winter operations being terminated due to breakup, resumed in early July. The chrome occurrence was tested with several more holes traced to depth and along strike.

On August 19, 2008, Spider reported that the previously postulated thickening of the Chromite layers had been confirmed by the recent drilling which indicates a thickening of chromite beds of up to 45.6 metres. Further drilling is required with the goal of completing a NI 43-101 compliant mineral resource for chromite on the property.

Previously Spider announced (11 Jun ’08, dated 2 May ’08, 29 June ’06) the drilling results from the massive chromitite layers discovered in a peridotite sill encountered in drill-holes FW-06-03 (34.5% Cr2O3 / 1.03 meters), hole FW-08-05 (35.6% Cr2O3 / 7.5 metres), hole FW-08-06 (multiple intercepts like 7.15% Cr2O3 / 7.5 metres and 9.73% Cr2O3 / 6.9 metres) and hole FW-08-07 (30.73% Cr2O3 / 14.4 metres). In addition to the chrome, elevated platinum, palladium and gold have been detected (2.183 g/t (Pt + Pd + Au) over 9.0 metres). Due to the early stage of exploration, true width of the chromitite intersections are unknown.

The program demonstrated that the massive chromitite beds or lenses intersected in these earlier drill-holes are increasing in their apparent thickness with successive step-out holes to the North East (down the apparent dip of the Peridotite Sill complex).

On October 21, 2008, the Company reported that, since June 2008, the main exploration focus of the Spider-KWG joint venture has been on the massive chromite occurrence. As a result of the recent drilling completed, the occurrence is now referred to as the “Big Daddy Chromite Deposit”. This deposit is located approximately 3.6 kilometers northeast of Noront’s Eagle One Magmatic Massive Sulphide (nickel copper and PGM), or five 5 kilometers northeast of Noront’s Blackbird One and Two (Chromite) discoveries, and 4 kilometers southwest of Freewest’s Black Thor Chromite discovery.

Diamond drilling by the Spider/KWG joint venture, has identified a northeast trending zone of continuous chromite, that extends from local grid line 9+00 meters NE to 13+00m NE. The mineralized zone dips towards the NW at about 70 degrees and consists of varying widths of a variable tenor of chrome mineralization, forming a series of stacked lenses. Additional infill drilling will be required to confirm continuity of the lenses from section to section.

The deposit remains open to depth as well as along strike in both directions. In addition, near surface drilling of the upwards extension to surface has not been completed. All drill data are being added to a 3-D Gemcom model to visualize the chromite body. Assays, when they become available will be added into this model, to provide average grade estimates. A number of faults were noted from the drilling, some of which occur at the contact of the chromite with the surrounding peridotite/dunite; these fault sets are also being modeled, as they also affect the interpretation and continuity of the mineralization from section to section.

On October 21, 2008, the Company further announced that analytical results had been received for three holes drilled earlier in the summer; Hole FW-08-12, FW-08-13 and FW-08-14. Each of these holes had intersected massive chromite.

Hole FW-08-12 intersected a length of platinum and palladium mineralization, where the Total Precious Metals (TPM) exceeded 1 gram/tonne over 9 meters, followed by a 4.3 meter section of semi-massive chromite that averaged 9.3% Cr2O3, followed by a 15.3m that averaged 0.25% nickel. This is then followed by a 16.5 meter section of massive chromite with an average of 39.7% Cr2O3 followed by a third 13.3 meter section of massive chromite that averaged 36.4% Cr2O3. The two thicker beds had a very good Cr:Fe ratio of 1.7 and 1.8 respectively.

Hole FW-08-13 intersected 18.8 meters containing an average of 0.25% nickel, followed by a 67.9 meter zone of semi-massive to massive chromite (average 25.1% Cr2O3 including a section of 12 meters containing 29.1% Cr2O3).

Hole FW-08-14 intersected a 73.5 meter thick zone of chromite mineralization averaging 29.6% Cr2O3 including a 10.5 meter section with 36.3% Cr2O3 with a Cr:Fe ratio of 1.5. This area of chromite mineralization is followed down hole by 13.5 meter wide platinum bearing unit over that contains 1.81 Total Precious Metals (TPM) g/t including a 3.4 meter section containing 4.44 g/t TPM.

An additional nine holes were drilled during this program that ended in mid October 2008, two of which tested a strong magnetic, weak conductivity anomaly in the northwestern corner of the Freewest Option property.

The Joint Venture partners also commissioned James R Guilinger of World Industrial Minerals, of Arvada, Colorado to perform initial investigations into the metallurgical characteristics of samples selected from the project. The work entailed a petrographic examination and XRF/XRD analyses on 8 selected split core samples from earlier drill-hole intercepts within the main massive chromite zone at the Big Daddy Chromite occurrence. These samples were selected from holes FWR-08-05 and FWR-08-07. The results presented herein are preliminary in scope, much more metallurgical work and beneficiation studies need to be performed.

World Industrial Minerals utilized Phillips Enterprises, LLC of Golden Colorado to perform preliminary beneficiation tests on the quarter core samples submitted. The general scope of the initial metallurgical test work was to provide information on the various processing techniques typically used to beneficiate chrome, to determine the preferred general process required to up-grade the chromite at the Big Daddy to a saleable product. As part of the metallurgical study, Phillips Enterprises in conjunction with World Industrial Minerals (under the auspices of Jim Guilinger), used DCM Science Laboratory of Wheat Ridge, Colorado to provide X-ray Diffraction (XRD) analysis as well as petrographic analysis on the samples to provide information needed with respect to mineralogy and chromite content in the selected samples. Assay determinations were provided by The Mineral Lab Inc. of Lakewood Colorado. The assay technique used by The Mineral Lab was X-Ray Fluorescence (XRF).

The following is a summary of Guilinger’s preliminary metallurgical report:

Preliminary beneficiation tests on the samples were completed at Phillips Enterprises as follows:

1. Core samples used for the test work were crushed and blended to –70 + 140 mesh in a rod mill;
2. Crushed fine material was screened at –140 mesh and sent to a flotation circuit. The –70 mesh + 140 mesh coarse material was sent to a gravity circuit that consisted of a gravity sorting table;
3. Two products were made from the gravity circuit; a) concentrate and b) the ‘middlings’; and
4. A float concentrate product was made from the –140-mesh material.

The initial crushed and screened sample plus all of the resulting products were analyzed at Hazen Research of Golden Colorado. The samples were fused with sodium peroxide. The melt was dissolved and diluted to volume in 10% HCl and then analyzed by Atomic Absorption for Cr2O3 with the following results:

• Head grade of composite sample was 37% Cr2O3. The chemically analyzed head grade is slightly higher than the calculated weight percent of the XRF results listed above.
• The gravity separation of the –70 + 140 mesh material shows a Cr2O3 recovery of 47% based on the total sample. The gravity concentrate grade (concentrate plus middling) was 49% Cr2O3.
• The flotation separation on the –140 mesh (fines) fraction shows a Cr2O3 recovery of 28% based upon the total sample. The flotation grade was determined to be 43% Cr2O3.
• In summary, 74% of the chromite contained in the composite sample was recovered using a combination of floatation and gravity separation techniques, this concentrate has an average grade of 46.6% Cr2O3.
• Jim Guilinger states “The processed cores easily exceed the minimum 40% Cr2O3 grade threshold that the market place prefers”.

Overall, it was concluded that the ferrochrome product from the aforementioned testing of the Big Daddy Chrome Deposit provides a concentrate that is very close to meeting specifications for the largest consumers of chromite (ferrochrome), representing about 95% of the market. Results of the metallurgical study also concluded that the concentrate has a favourable Cr:Fe ratio of 2.07. It was noted by Jim Guilinger that “With optimization of the gravity and flotation it should be possible to create a product suitable for approximately 98% of the world markets. In these two markets approximately 18.4 million tons of chromite were consumed in 2005.” The preliminary metallurgical report received from World Industrial Minerals is not considered by management of the Company to be compliant with respect to NI 43-101 guidelines, it is considered preliminary and is being used as a guide for additional metallurgical work on the chrome deposit.

Diagnos Initiative Properties

These properties are prospective for Kimberlite and are located in the vicinity of the Kyle properties in the James Bay Lowlands area of Northern Ontario. The properties were acquired by staking and a purchase agreement during 2005. During the first quarter of 2006 the Company completed ground geophysical surveying on the six properties. This exploration work has been compiled and interpreted as required for drill positioning purposes and the Company has presented the results to its joint venture partner for discussion and planning purposes. The Company intends to continue the review of the geophysical results and make plans for drilling selected anomalies during fiscal 2009 consequently exploration costs for 2009 have been allocated to this project as required for planning purposes. The cost of this program if undertaken, will be shared equally with KWG Resources. Follow up diamond drilling is contemplated for 2009. It is anticipated that one target will be drill tested during the Q1 2009 on this project.

McFaulds Lake VMS Properties

This project covers three properties including the McFaulds (East) Property, the McFaulds (West) property. Collectively, these volcanogenic massive sulphide (VMS) properties cover approximately 31,000 hectares and are located in the western portion of the James Bay Lowlands. The VMS potential of this diamond exploration project became apparent in 2002 while exploring in Joint Venture with De Beers Canada Exploration Limited. As a result of the discovery of VMS style mineralization, the Company and its joint venture partner KWG, completed several exploration campaigns including diamond drilling programs during the period 2003 to early 2007, outlining several VMS style occurrences, including two where definition drilling was completed (McFaulds #1 and #3 VMS occurrences).

At present the McFaulds Lake project area is the focus of attention as a result of some very encouraging news by other explorers in the region, namely Noront and its recent magmatic massive sulphide (“MMS”) occurrence located 17 miles to the WSW of the McFaulds Lake VMS occurrences. The MMS style mineralization encountered by Noront contains appreciable copper, nickel, platinum, palladium and gold. The geophysical anomalies associated with this type of occurrence are slightly different than those of VMS style mineralization. The available geophysics over the McFaulds Lake projects (E and W) is currently being reviewed by UC Resources Ltd. (“UC”) and the Company to ascertain whether there are similar looking MMS anomalies on the property, Spider management has agreed to assist in this review and planning. In addition, UC agreed to participate in a new regional AeroTEM2 airborne survey with others in the area. This survey was completed in late 2007, results of which have been reviewed. Several anomalous areas have been prioritized for ground geophysical follow-up that included line cutting, magnetic surveying and electromagnetic surveying. The results of which are currently being reviewed by UC in anticipation of drill program during September and October 2008.

During the first quarter of 2007, more specifically, on March 07, 2007 the Company announced the signing of a Letter of Intent (LOI), with UC, regarding a four year exploration program on the McFauld’s Lake project. This LOI outlined the terms and conditions upon which UC has an option to earn-in to an up to 55% undivided interest in the McFauld’s Lake project leaving 45% to be shared pro rata by the Company and KWG. This agreement is currently being amended and is subject to execution of definitive documentation, board and regulatory approval. To date, UC has earned a 10% interest in the project and must incur exploration expenditures of at least an additional $1 million on or before the second anniversary date of the LOI in order to earn an additional 15% vested interest in the Property, bringing UC’s interest level to 25%. If UC failed to make these expenditures within the required time period, Spider and KWG had the right to repurchase such 10% interest for the aggregate sum of $1 million payable in shares of each of Spider and KWG. Upon spending an additional $2.5 million over the two years following the above, UC can earn the entirety of its 55% interest. These arrangements remain subject to execution of definitive agreements, regulators and other required approvals.

In late June, 2007 a diamond drill commenced on the project, as funded by UC. A total of 2,354 meters was drilled in 7 holes, results were received for the seven holes. Highlights of the drilling included:

Drill hole McF-07-75 encountered the main mineralized zone between 164.28 meters and

183.3 meters (19.02 meters). This entire section averaged 0.35 g/t Au, 6.63 g/t Ag, 2.69% Cu and 4.35% Zn over 19.02 meters.

Drill hole McF-07-76 encountered the main mineralized zone between 154 meters and

161.5 meters (7.5 meters). This entire section averaged 0.22 g/t Au, 7.47 g/t Ag, 1.8% Cu and 3.3% Zn over 7.5 meters.

Hole McF-07-78 encountered mineralization that consisted of a chlorite rich - magnetite zone between 474.1 meters to 488.8 meters, which included a 4.4 meter (477.9 to 482.3) semi-massive sulphide zone consisting of pyrite, chalcopyrite and pyrrhotite, undercutting the mineralized zone in hole McF -04-55. Samples were selected from the entire mineralized section, best assays received were 477.9 to 482.3 that averaged 0.84% Cu over 4.4 meters.]

Both Spider and KWG were advised that UC had completed the initial $1.0 million expenditure in the collective properties. UC has elected to continue exploring the project and has completed additional geophysical work to date, in anticipation of a diamond drilling program, to commence during Q4.

UC announced that they started the drill program on September 29, 2008. As previously mentioned in a UC press release dated July 28, 2008, UC committed to an initial 2,500 metre drill program. The first target, known as the “hook target”, is located 5.5 km west-southwest of the Noront Resources Ltd.’s Eagle One discovery. The drill program was scheduled to commence the week of October 6th.

Drilling was planned to continue until freeze up on six high priority targets in the McFaulds West claim block. After freeze up, UC also plans to commence line cutting followed by detailed ground geophysics on targets that were too wet to access under summer conditions. A review of recent airborne geophysics along a northwest trend from the Freewest option chrome occurrence dubbed Big Daddy, passing through Freewest’s Black Thor chromite occurrence, inferring prospective Chromite targets located in the western portion of the McFaulds East claim block immediately west of McFaulds #1 and #3 VMS deposits, near the common boundary shared with Noront. Intense magnetic anomalies are traceable to the southwest towards the new chromite discovery of Freewest, extending into the Freewest option property.

As this project is funded by UC, consequently the Company has no financial requirements for this project during the third quarter of 2008, unless it chooses to do so.

Spider #1 Project Area (includes Kyle and MacFadyen properties)

The Spider #1 project is a regional reconnaissance project located on the western edge of James Bay Lowlands in northern Ontario. The project was initiated in the early 1990s to explore diamond bearing kimberlite bodies. The project encompasses numerous identified kimberlite occurrences and two distinct project areas, the Kyle Project and the MacFadyen Project. The project area (except for the Kyle Lake #1 Kimberlite) is subject to an agreement whereby Ashton Mining of Canada may acquire a 25% interest under certain conditions. The Company maintains interest in a minimum number of claims, that effectively cover the identified kimberlites. The Kyle Properties are currently the subject of an option agreement with Renforth Resources Inc. (“Renforth”) (formerly Wycliffe Resources Inc.), whereby Renforth can earn up to a 55% interest in the Kyle Properties.

Kyle Properties

These properties consist of five diamondiferous kimberlites, including Kyle Lake #1 and Kyle #3, both of which have undergone mini-bulk testing in earlier exploration campaigns by the Company. Kyle 2, 4 and 5 properties require additional exploration work, having been the subject of only preliminary drilling in 1994 and 1995 by the Company.

These properties are currently subject to an option agreement with Renforth (formerly Wycliffe Resources Inc.), whereby Renforth can earn up to a 55% interest. In order to earn its interest, Renforth must make an aggregate of $6 million in exploration expenditures by June 30, 2009 with annual exploration expenditure requirements of $2.0 million, the option agreement was amended in 2007 whereby Renforth advised that they failed to complete the minimum expenditure due by June 30, 2007 and requested an amendment whereby they cured the default by making payment in lieu of expenditures. Both Spider and KWG agreed to the amendment, Renforth sought and received a one year extension on the next work commitment that was due on June 30, 2008. In partial payment for these concessions that cured the default, Renforth has agreed to pay Spider and KWG shares valued at $1.0 million, to be shared in a pro rata manner between Spider and KWG, the levels to be reflective of each parties current interest level. At the date of this MD&A, Spider has not received the Renforth shares.

In addition, Renforth must contribute.

All of its existing claim holdings (15 claims covering 3,616 hectares) in the Attawapiskat River area to be added to the Kyle project area.

Spider/KWG will retain a collective 45% in the Kyle properties once Renforth has earned its 55% interest, and Renforth will transfer 45% interest in its own properties in the project area to Spider/KWG. No less than seventy-five percent of the annual $2 million expenditure must be dedicated to the Kyle properties in order for Renforth to acquire its 55% interest. Renforth agreed to fund the project in its entirety for the first three years and as such, is the operator during the earn-in option period.

Pursuant to the revision to the Spider/KWG Joint Venture dated May 12, 2006, KWG agreed to not contribute further to Spider’s exploration program on the Kyle Kimberlite project and as such appointed Spider as manager. In May, 2006, both parties were deemed to have a 50% interest in the Kyle Kimberlite project. Once Renforth has earned its 55% interest in the project, the underlying agreement terms will apply to Spider and KWG in determination of their respective interests.

The current plans of Renforth consist of procuring mini-bulk samples for diamond content, that includes the testing of each of the remaining Kyle kimberlites, that have not yet undergone a minimum sampling program of 3 or 4 tonnes Kyle Lake #1 and Kyle #3 had been tested by the Company and KWG by mini-bulk sampling much earlier with favorable results. Renforth intends on comparing information from each of the five kimberlites to determine which kimberlite(s) warrant much larger tests.

These arrangements remain subject to execution of definitive agreements, regulators and other required approvals.

In August 2008, Renforth advised the company that it had commenced a drilling program on the project, focusing on completing the drill testing of Kyle 2, and to start drill investigations at Kyle 4 and Kyle 5 kimberlites. Results of this drilling is pending.

As a result of this project being funded by Renforth’s earn-in agreement, Spider expects to only contribute a minor amount of the spending on this project.

MacFadyen Property

This property now includes diamond-bearing kimberlites located 8 kms north of the Victor diamond mine development project of De Beers Canada Explorations Inc., scheduled to commence full production in 2008.

The Company announced in May 2006, that under a revision to the joint venture with KWG, the Company has permitted its interest level to be diluted to a 1/3 interest level, allowing KWG to expend sufficient funds on its own to obtain up to a 2/3 interest level. An Exploration Agreement was negotiated with the Attawapiskat First Nation covering further exploration programs to be undertaken at the property by KWG, over the next two years. Upon its signing, KWG commenced a reconnaissance program in September, and made preparations for a winter drilling program to sample each of the five kimberlite pipes that constitute the MacFadyen cluster.

Initial results of the kimberlite processing of a drilling program carried out by KWG was reported on June 21, 2007, when KWG announced that a 0.23 quarter-carat diamond had been recovered from one of its MacFadyen Kimberlite samples. Bulk sample processing and diamond sorting and picking were executed at the SGS Lakefield Research Laboratory in Lakefield, Ontario.

Further work on the project was planned by KWG to commence in early 2008, however this project was curtailed due to the unavailability of sampling equipment at the project site. It is expected that KWG will resume work during the fall of 2008 or the winter of 2009 subject to availability of sampling equipment.

As a result of this project being the focus of KWG until Spider is diluted to a 1/3 interest level, Spider does not expect to expend any funds on this project in the near future.

Project #6 Wawa Diamond Property

This project is located 35 km north of Wawa in central Ontario on the northeast shore of Lake Superior along the Trans-Canada Highway (Hwy 17), encompassing 45 square kilometers. On February 20, 2006 Spider and KWG announced that it recovered 1,337 diamonds from an 8-kg sample at the Wawa project, as well as the following findings.

On March 23, 2006 Spider and KWG received a SGS Lakefield Research Ltd. report on encouraging rock characteristics of the Wawa diamond project. This report described potential beneficiation results based upon physical properties of the xenolith portion of the rock versus the matrix portion of the rock. Additional testwork concluded that most of the diamonds in the rock are contained within the xenolith; this was verified by caustic dissolution diamond analysis. Tests were undertaken to better understand the overall recoverability of diamond from rock, and to determine which process(es) can be used to separate the diamond bearing xenolith from the less diamondiferous matrix. Spider is currently planning to follow up with SGS’s recommendations, including diamond drilling the main diamond occurrence. A National Instrument 43-101 compliant report was prepared and filed with Sedar during the first quarter of 2006 containing recommendations for follow-up.

The Company continues to monitor the exploration activity in this area, and is reviewing the recent results of this project as required for making plans for an initial drill program to test the main diamondiferous occurrence to depth. During the last few days of Q3 a drill rig was mobilized to this project to commence drilling in early October, to test to depth the main diamond showing in Lalibert Township. The drill program was estimated to cost in the order of $150,000 for the field work. This work was planned for completion during Q4 to include diamond drilling and sampling of rock to determine diamond grade of the 300 meter long heterolithic breccias. Upon completion the work program will be filed to maintain the property in good standing until 2010.

SUMMARY OF QUARTERLY RESULTS Nine months ended September 30, 2008 compared with nine months ended September 30, 2007

The loss from operations for the nine months ended September 30, 2008 was $444,164 or $0.00 per share, as compared to $412,252 or $0.00 for the comparative period in 2007. The $31,912 variance increase in the loss from operations is driven by several variables, including: an increase in transfer agent, listing and filing fees of $8,308 for increased costs to hold the Company’s annual meeting; an increase to advertising and promotion of $34,207 resulting from the Company expensing its share of the Air Canada Suite License Fee (the “License”) over the expected term of the License; an increase to general and administration of $8,158 resulting from administrative services provided by Billiken in 2008 while no administrative services were provided in 2007; an increase in accounting and corporate services of $33,319 resulting from advisory services in connection with negotiating the form of joint venture agreement among Spider, KWG and UC; these increases were offset by a decrease in shareholder relations of $41,460 which is a function of the timing of invoices from suppliers; a decrease of $7,938 in consulting fees resulting from less corporate activity requiring outside consultants to assist the Company; and a decrease in management fees of $9,806 as a result of oversight over the exploration projects became the sole responsibility of the President of the Company in 2008 compared to 2007 when responsibility was assigned to Billiken and the President. Other expense fluctuations can be related to small variances seen in professional fees, travel, occupancy costs, interest and bank charges, insurance and amortization.

Three months ended September 30, 2008 compared with three months ended September 30, 2007

The loss from operations for the three months ended September 30, 2008 was $163,338 or $0.00 per share, as compared to $92,270 or $0.00 for the comparative period in 2007. The $71,068 variance increase in the loss from operations is driven by several variables, including: an increase to advertising and promotion of $24,159 resulting from the Company expensing its share of the License over the expected term of the License; an increase of $9,500 in consulting fees resulting from consulting fees charged by a company controlled by a director of Spider; an increase to general and administration of $7,520 resulting from administrative services provided by Billiken in 2008 while no administrative services were provided in 2007; an increase to management fees of $7,498 due to an increase in the monthly fees paid to Nominex Ltd (“Nominex”); an increase in accounting and corporate services of $30,533 resulting from advisory services in connection with negotiating the form of joint venture agreement among Spider, KWG and UC; these increases were offset by a decrease to professional fees of $13,572 resulting from a decrease in legal fees for general corporate matters. Other expense fluctuations can be related to small variances seen in shareholder relations, transfer agent, listing and filing fees, travel, occupancy costs, interest and bank charges, insurance and amortization.

Furniture

Furniture is recorded at cost and depreciated at 20% using the declining balance method.

Capital Disclosures and Financial Instruments – Disclosures and Presentation

On December 1, 2006, the CICA issued three new accounting standards: Capital Disclosures (Handbook Section 1535), Financial Instruments – Disclosures (Handbook Section 3862), and Financial Instruments – Presentation (Handbook Section 3863). These new standards became effective for the Company on January 1, 2008.

Amendments to Section 1400 - General Standard of Financial Statement Presentation

In June 2007, the CICA amended Handbook Section 1400, Going Concern, to include additional requirements to assess and disclose an entity’s ability to continue as a going concern. Section 1400 is effective for interim and annual reporting periods beginning on or after January 1, 2008. The adoption of this standard had no impact on the Company's operating results or financial position.

Future accounting changes