Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report.

There were ~~4,358,521~~35,227,116 common shares, without par value, issued and outstanding as of December 31, ~~2003.~~2006.

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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the ~~Registrant~~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~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES~~XNO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which financial statement item the ~~Registrant~~registrant has elected to follow.

~~ITEM 17 ____ ITEM 18~~XIf this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.[ ] YES [ ] NO

This annual report contains forward-looking statements as that term is defined in Section 27A of the ~~Private~~ United States Securities ~~Litigation Reform~~ Act of ~~1995.~~1933 and Section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. 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 these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", and "Pan American" mean Pan American Gold Corporation, ~~(formerly Tri-Lateral Venture Corporation),~~ unless otherwise indicated. The term "Pan American Nevada" refers to Pan American Gold Corp., a Nevada corporation.

Unless otherwise indicated, all dollar amounts referred to herein are in Canadian dollars.

~~A. Selected Financial Data~~

ITEM 1	Identity of Directors, Senior Management and Advisers
	Not applicable.
ITEM 2	Offer Statistics and Expected Timetable
	Not applicable.
ITEM 3	Key Information
A.	Selected Financial Data

The selected financial data presented below for the five year period ended December 31, ~~2003~~2006 is derived from our financial statements which were examined by our independent auditor. The information set forth below should be read in conjunction with our audited financial statements (including related notes thereto) and "Operating and Financial Review and Prospects" (Item 5). The data is presented in Canadian dollars.

A reconciliation to United States Generally Accepted Accounting Principles is included in Note 912 to the audited financial statements. Significant differences include accounting for compensation expense.

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On ~~July 12, 2004,~~June 21, 2007, the exchange rates in effect for Canadian dollars exchanged for United States dollars, expressed in terms of

Canadian dollars (based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York) was ~~$1.3188.~~$1.0727. For the past five fiscal years ended December 31, and for the ~~period~~monthly periods between January 1, ~~2004~~2007 and May 31, ~~2004,~~2007, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York):

Much of the information included in this annual report includes or is based upon estimates, projections or other ~~"forward looking statements".~~forward-looking statements. Such ~~forward looking~~forward-looking statements include any projections or estimates made by our company and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other ~~forward looking~~forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.

The common shares of our company are considered ~~speculative during the period of time that we are seeking to identify a new business opportunity.~~speculative. Prospective investors should consider carefully the risk factors set out below.

As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.

Despite exploration work on our mineral claims, no known bodies of commercial ore or economic deposits have been established on any of our mineral properties. In addition, we are in our early stages of exploration and substantial additional work will be required in order to determine if any economic deposits occur on our properties. Even in the event commercial quantities of minerals are discovered, the mining properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, not the least of which is the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also

dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of these factors are beyond the control of the entity conducting such mineral exploration. We are an exploration stage company with no ~~histor y~~history of revenues. There can be no assurance that our operations will be profitable in the future, as a result of which our business will fail.

Mineral operations are subject to market forces outside of our control which could have an impact on costs of our operations and could reduce the profitability of our operations and threaten our continuation.

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, ~~import,~~imports, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the prospects of profitability of our operations and threaten our continuation.

The mining industry is highly competitive and there is no assurance that we will be successful in acquiring claims.

The mineral industry is intensely competitive in all phases. We compete with many companies possessing greater financial resources and technical facilities than ourself for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. ~~However, due~~Due to the ~~currently depressed~~current market for base and precious metals, we ~~do not~~ believe that competition will be a factor which ~~confines~~may confine our ability to retain qualified geologists and consultants, orand to acquire interests in mineral properties with significant potential.

The fact that we have not earned any revenues since our incorporation raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our incorporation and we will, in all likelihood, continue to incur operating expenses without revenues until our mining properties are fully developed and in commercial production. We had cash in the amount of ~~$90,000~~$120,689 as of ~~June 1, 2004.~~December 31, 2006. We estimate our average monthly operating expenses to be approximately ~~$25,000~~$40,000 each month. As a result, we need to generate significant revenues from our operations or acquire financing. We cannot assure that we will be able to successfully explore and develop our mining properties or assure that viable reserves exist on the

properties for extraction. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on our financial statements for the year ended ~~June 30, 2003.~~December 31, 2006. It is unlikely that we will generate any funds internally until we discover commercially viable quantities of ore. If we are unable to generate revenue from our business during the fiscal year ending December 31, ~~2004,~~2007, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these actions were to become necessary, we may not be able to continue to explore our properties or operate our business and if either of those events happen, then there is a substantial risk our business would fail.

We have not generated any revenue from our business and we may need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business.

Because we have not generated any revenue from our business and we cannot anticipate when we will be able to generate revenue from our business, we will need to raise additional funds for the further exploration and future development of our mining claims and to respond to unanticipated requirements or

expenses. We anticipate that we will need to raise further financing for the 12 month period ending December 31, ~~2004~~2007 in the approximate amount of ~~$1,479,000.~~$240,000. We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardising our ~~busi ness~~business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business and explore our properties, which might result in the loss of some or all of your investment in our common stock.

Our properties are in the pre-exploration stage, are not commercially viable at this time and there is no assurance that commercially viable quantities of ore will be discovered.

Our mineral properties are in the early exploration stage and are not commercially viable at this time. Mineral exploration involves a high degree of risk. There is no assurance that commercially viable quantities of ore will be discovered. There is also no assurance that if found, commercially viable properties will be brought into commercial production. If we are not able to locate sufficient quantities of commercially viable ore and bring our properties into commercial production, we will not be able to continue operations and as a result our shareholders may lose any investment in our company.

There is substantial risk that no commercially exploitable minerals will be found and our business will fail.

The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that the ~~minerals~~mineral claims that we have an option to acquire contains commercially exploitable reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The probability of an individual prospect having reserves and being commercially profitable is remote and, if a property does not contain any reserves, the funds we have spent or will spend on exploration of such property will be lost.

We are subject to environmental protection legislation with which we must comply or suffer sanctions from regulatory authorities.

If the results of our geological exploration program indicate commercially exploitable reserves and we decide to pursue commercial production of our mineral claim, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities do not approve our mine or if the costs of compliance with government regulation adversely ~~affect~~affects the commercial viability of the proposed mine.

There may be defects to the title of the mineral claims, and as result, we could lose our interest in such claims.

The mining claims in which we have an interest have not been surveyed and, accordingly, the precise location of the boundaries of the claims and ownership of mineral rights on specific tracts of land comprising the claims may be in doubt. Such claims have not been converted to lease and tenure, and are, accordingly, subject to annual compliance with assessment work requirement. Other parties may dispute title to our mining properties. While we have investigated title to all mineral claims and, to the best of our knowledge, title to all properties are in good standing, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers or land claims and title may be affected by undetected defects.

The market price of precious metals and other minerals is volatile and cannot be controlled. If the price of precious metals and other minerals should drop significantly, the economic prospects of the projects which we have an interest in could be significantly reduced or rendered uneconomic. There is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of same. Factors beyond our control may affect the marketability of any minerals discovered. Mineral prices have fluctuated widely, particularly in recent years. The marketability of minerals is also affected by numerous other factors beyond our control, including government regulations relating to royalties, allowable production and importing and exporting of minerals, the effect of which cannot be accurately predicted.

We are likely to require additional financing to develop mineral properties that have been identified and to place them into ~~production. Failure~~production and the failure to obtain such financing may result in delay or indefinite postponement of exploration work on our mineral properties.

We, while engaged in the business of exploiting mineral properties, do not have sufficient funds to undertake our planned current exploration projects. IfIn addition, if our exploration programs are successful, additional financing will be required to develop the mineral properties identified and to place them into commercial production. The exploration and development of our mineral properties is, therefore, dependent upon our ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on our mineral properties, as well as the possible loss of such properties.

While engaged in the business of exploiting mineral properties, our operations outside of Canada make us subject to foreign currency fluctuation and such fluctuations may adversely affect our financial positions and results. Our management may not take any steps to address foreign currency fluctuations that will eliminate all adverse effects and, accordingly, we may suffer losses due to adverse foreign currency fluctuations.

We are dependant on the services of certain key employees, namely ~~Richard Bachman~~Steve Bajic and ~~Gregory Burnett,~~Giovanni Lopez, and the loss of these certain key employees may have a materially adverse effect on our company.

While engaged in the business of exploiting mineral properties, the nature of our business, our ability to continue our exploration of potential projects, and to develop a competitive edge in the marketplace, depends, in large part, on our ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and we may not be able to attract and retain such personnel. Our growth has depended, and in the future will continue to depend, on the efforts of our key management employees. Loss of any of these people would have a material adverse effect on us. Currently we do not have any contracts with our key employees and we do not have key-man life insurance.

Conflicts of interest may arise as a result of our directors and officers being directors and officers of other natural resource companies.

Certain of our directors and officers are also directors and/or officers and/or shareholders of other natural resource companies. While we are engaged in the business of exploiting mineral properties, such associations may give rise to conflicts of interest from time to time. Our directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interest that they may have in any project or opportunity of ours. If a conflict of interest arises at a meeting of our board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not we will participate in any project or opportunity, our directors will primarily consider the degree of risk to which we may be exposed and our financial position at the time.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions limiting the liability of our officers and directors for all acts, receipts, neglects or defaults of themselves and all of our other officers or directors or for any other loss, damage or expense incurred by our company which ~~shall~~may happen in the execution of the duties of such officers or directors. Such limitations on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter ~~the~~ our shareholders from suing our officers and directors based upon breaches of their duties to our company, though such an action, if successful, might otherwise benefit our company and our shareholders.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue ~~employee/director/consultant~~ options to any of our employees, directors or consultants.

Because our success is highly dependent upon our respective employees, we may in the future grant options to some or all of our key employees, directors and consultants ~~options~~ to purchase shares of our

common stock as non-cash incentives. Those options may be granted at exercise prices below those for the common stock prevailing in the public trading market at the time or may be granted at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options may be granted and exercised, the interests of our other stockholders may be diluted.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

In the event that we are required to issue additional shares or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. The dilution may result in a decline in the market price of ~~the~~ our shares.

We have a history of net losses and there is no assurance that we can reach profitability in the future.

We have a history of losses and there is no assurance that we can reach profitability in the future. We will require significant additional funding to meet our business objectives. Capital will need to be available to help maintain and to expand exploration on our principal exploration property. We may not be able to obtain additional financing on reasonable terms, or at all. If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders. If we are unable to obtain sufficient financing, we might have to dramatically slow exploration efforts and/or lose control of our projects. We have historically obtained the preponderance of our financing through the issuance of equity, there is no limit to the number of authorized common shares, and we have no current plans to obtain financing through means other than equity financing.

~~U.S.~~United States investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and ~~officers~~officers.

It may be difficult to bring and enforce suits against us. We were incorporated under theOntario Business Corporations Act. A majority of our directors and officers are residents of Canada and substantially all of our assets are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.

Trading of our stock may be restricted by the ~~SEC's~~Securities and Exchange Commission's "Penny Stock" regulations which may limit a stockholder's ability to buy and sell our stock.

The ~~U.S.~~United States Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the ~~SEC~~Securities and Exchange Commission which

provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the

transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have ~~t he~~the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

The National Association of Securities Dealers, or NASD, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

The trading price of our common shares has been and may continue to be subject to wide fluctuations. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for our company and a diversion of management's attention and resources.

~~U.S.~~United States investors could suffer adverse tax consequences if we are characterized as a passive foreign investment ~~company~~company.

We may be treated as a passive foreign investment company, or PFIC, for United States federal income tax purposes during the ~~2003~~2006 tax year or in subsequent years. We may be deemed a PFIC because previous financings combined with proceeds of future financings may produce, or be deemed to be held to produce, passive income. Additionally, ~~U.S.~~United States citizens should review the section entitled "Taxation-U.S. Federal Income Taxation - Passive Foreign Investment Companies" contained in this ~~Registration Statement~~annual report for a more detailed description of the PFIC rules and how those rules may affect their ownership of our capital shares.

If we are or become a PFIC, many of the ~~U.S.~~United States shareholders will be subject to the following adverse tax consequences:

~~We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.~~

Our company was incorporated under the laws of the Province of Ontario (specifically under theOntario Business Corporations Act) in on April 24, 1967 under the name "Jolly Jumper Products of America Limited". On September 25, 1987, our name was changed to Sun Valley Hot Springs Ranch Inc. We changed our name to Tri-Valley Free Trade Inc. on March 26, 1991 and to Tri-Valley Investments Corporation on June 19, 1995. On October 2, 1998, we changed our name to Tri-Lateral Venture Corporation and on May 6, 2004, we changed our name to our present legal and commercial name "Pan American Gold Corporation". We are a reporting issuer under the securities laws of the Province of Ontario.

Our corporate offices are located at Suite ~~601 - 750~~502 – 1540 West ~~Pender Street,~~2nd Avenue, Vancouver, British Columbia, Canada, ~~V6C 2T7.~~V6J 1H2. Our telephone number is ~~604.669.2615~~604.288.8376 and our facsimile number is ~~604.689.9773.~~

~~On May 15, 1998, we effected a reverse split of our authorized and issued share capital on the basis of 10 for 1 share.~~604.662.7950.

We actively explored our natural resource properties until fiscal 1998 when we wrote-down our interests in our remaining properties in response to low precious metal prices and a difficult investment market in which to raise funds to finance continued exploration. However, we retained ownership of our crown-granted mineral claims in good standing on ~~one of our properties, known as~~ the Lennie ~~Property.~~

On April 15, 2003, we issued an aggregate of 6,905,269 (986,467 pre-split) shares of our common stock to settle outstanding debt of $986,468.65 owing to numerous parties, including certain of our directors and officers.

~~On July 7, 2003, we held an annual and extraordinary meeting of our shareholders. At~~Property, a gold exploration project located in the annual and extraordinary meeting, the number of directors was set at three and the three individuals nominated as directors were elected, including Gregory Burnett, Kevin Hanson and Alan Crawford. Our shareholders also approved the adoption of a 2003 Stock Option Plan. The shareholders of our company also passed a special resolution authorizing the directors to forward split our issued and unissued common shares on the basis of up to three (3) common shares for each one (1) common share. Our shareholders also approved a special resolution authorizing our directors to change the name of our company from "Tri-Lateral Venture Corporation" to Tri-Lateral Enterprises Corp." We did not proceed with the forward split or the name change.

On February 3, 2004, we held a special meeting of our shareholders. At the special meeting the shareholders approved a special resolution authorizing the directors to forward split our issued and unissued common shares on the basis of up to seven (7) common shares for each one (1) common share.

~~Our shareholders also approved a special resolution authorizing our directors to change the name of our company from "Tri-Lateral Venture Corporation" to "Pan American Gold Corporation".~~

~~On April 20, 2004, Morgan & Company resigned as our auditors and Bedford Curry & Co. were appointed as our auditors to fill the vacancy created by the resignation of Morgan & Company.~~Red Lake gold camp in Ontario, Canada.

On May 6, 2004, our issued and unissued shares of common stock was split on the basis of seven (7) common shares for each one (1) common share and our name was changed to Pan American Gold Corporation. The forward split and name change were ~~not~~ effected with the OTC Bulletin Board ~~until~~on June 2, 2004 at which time our trading symbol was changed to "PNAMF".

On May 6, 2004, we entered into a share purchase agreement ~~dated May 6, 2004,~~ with Pan American Gold Corporation, a Nevada corporation, Graham Douglas and the shareholders of Pan American Nevada, whereby we acquired Pan American Nevada in consideration for the ~~issue~~issuance of an aggregate of 3,370,000 shares of common stock of our company. The shares ~~represent~~represented approximately 9.9% of our company's outstanding ~~shares.~~

shares on closing of the transaction. As a condition to the closing under the share purchase agreement, our board of directors appointed Richard Bachman as a member of our board of directors, and Kevin Hanson and Alan Crawford resigned as directors and officers of our company. On May 7, 2004 Michael Sweatman was appointed as a director of our company. With the acquisition of the Nevada subsidiary, we acquired the following four properties: Kinsley and Pinnacle located in Nevada, United States; Cactus in California, United States; and Eskay Creek in British Columbia. During 2004, we conducted some exploratory drilling on the Cactus and Kinsley properties. The exploration results were disappointing and these properties were subsequently abandoned. The Pinnacle property was abandoned when difficulties obtaining necessary permitting did not allow for any on site evaluation prior to a significant property payment.

On May 28, 2004 we acquired an interest in Doon Investments, an Alberta limited partnership involved in the petroleum and natural gas industry. To acquire our limited partnership interest, we issued a promissory note in the principal amount of $2,926,910, bearing interest at 4.75% per annum to November 30, 2008 and 7% per annum thereafter, repayable on December 29, 2009 and secured entirely by a charge on our interest in the limited partnership. On June 9, 2006, we disposed of the partnership interest and settled the promissory note for net proceeds of $10,000, resulting in the extinguishment of all security interests registered under the promissory note.

We entered into a Termination Agreement dated February 6, 2006 with Matthew J. Mason and Pan American Nevada, whereby Pan American Nevada transferred its undivided 75% interest in and to certain mining claims located in the Eskay Creek region, Skeena and Liard Mining Divisions, British Columbia. Pursuant to the agreement, Pan American Nevada assigned its interest in the Eskay Creek Property to Matthew Mason in consideration for the return to treasury of 800,000 common shares in the capital of our company. These shares were returned to treasury on January 5, 2007.

We entered into a letter of intent dated March 15, 2006 with Aztec Copper Inc. of Arizona to option Aztec Copper's La Reforma property in southwest Chihuahua State, Mexico in consideration for the total payment of $1,400,000, the issuance of up to 2,500,000 common shares in the capital of our company and total exploration expenditures of $5,600,000 over a period of five years. After conducting due diligence on the La Reforma property, however, our company determined not to proceed with exercising the option to acquire the property and we abandoned all interest in the property as of May 18, 2006.

On April 10, 2006, we completed a private placement of 1,000,000 units to one investor at a price of US$0.50 per unit for gross proceeds of US$500,000. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase one common share for US$0.80 until March 7, 2007. These warrants expired unexercised.

On May 10, 2006, our company entered into a letter agreement with Ramon Farias, a geologist who was later appointed a director of our company on May 31, 2006, whereby Mr. Farias agreed to provide our company with an option to earn an initial 100% interest in the Huicicila (Miravalles) Properties located in Nayarit State, Mexico. In consideration for the option, our company was obligated to complete due diligence on the property, make cash payments of US$1,100,000, and complete exploration expenditures of not less than US$600,000 over a period of three years. As of October 11, 2006, our company had advanced a total of US$20,000 to Ramon Farias. We did not meet our option payment obligations and, accordingly, we decided not to proceed with the Huicicila property.

On October 5, 2006, we settled $30,000 in debt owed to a former director of our company by the issuance of 100,000 shares of common stock of our company.

On March 5, 2007, we completed a private placement of 814,140 units to four investors at a price of $0.10 per unit for gross proceeds of $81,414. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase one common share for $0.20 until March 5, 2009.

We are in the business of acquiring, exploring and developing ~~(when appropriate) natural~~material resource properties. ~~Our primary~~Following the abandonment of the Kinsley, Pinnacle, Cactus, Eskay Creek and Huicicila properties, our only remaining property ~~prior to the acquisition of Pan American Nevada has been~~is the Lennie ~~property,~~Property, a gold exploration project located in the Red Lake gold camp in ~~Ontario.~~the Province of Ontario, Canada. For more information regarding our Lennie property, please refer to the section "Property, Plants and Equipment" on page 16 of this annual report.

We do not have ~~been discovered to date~~defined mineral resources or reserves on ~~any of~~ our ~~natural resource properties. In addition, we are in early stages of exploration. Mining exploration involves a high degree of risk. Finding~~Lennie property. Discovering new mineral deposits is dependent onupon a number of factors including the ~~technical skill~~experience of exploration personnel ~~involved.~~involved, the location of the property, and most important, stable funding of exploration programs. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors including country of location, size, grade, and proximity to infrastructure, as well as metal prices. The prices of most metals, including gold, have increased significantly over the past year, improving the probability of ~~successful exploration activity,~~success that a new discovery will be economic, as well as the improving ~~the~~ access to capital to finance ~~exploration projects.~~

Further to a letter of intent announced in January 2004, we entered into a share purchase agreement on May 6, 2004 to acquire all of the issued and outstanding shares of Pan American Gold Corporation, a Nevada gold exploration company. We closed this acquisition on May 10, 2004, agreed to issue 3,370,000 shares of our common stock to the shareholders of Pan American Nevada which will represent approximately 9.9% of our common shares.

~~Pan American Nevada holds interests in four gold exploration projects in North America.~~

~~In British Columbia, Pan American Nevada holds a 75% interest in a 80,000 acre land position comprised of 87 mineral claims in the Eskay Creek gold camp area.~~

~~In Nevada, Pan American Nevada holds an option to acquire a 60% interest in the Kinsley Mountain Gold Mine, a past gold producer. The Kinsley Mountain Property is described as follows:~~

~~Township~~	~~Range~~	~~Sections~~
~~27 North~~	~~67 East~~	36
~~27 North~~	~~68 East~~	~~31 & 32~~
~~26 North~~	~~67 East~~	~~01, 12 & 13~~
~~26 North~~	~~68 East~~	~~05, 06, 07 & 08~~

on-going activities.

In addition ~~Pan American Nevada holds an option~~to the exploration and development of our Lennie property, we intend to acquire ~~a 60% interest~~additional mineral interests in the ~~Pinnacle Property which was previously drilled~~future. Management believes that the future growth of our company will primarily occur through the acquisition of additional mineral properties following extensive due diligence by ~~Homestake Mining Company. Pinnacle Property described as follows:~~

Pan American Nevada also holds a 50% interest in Cactus Minerals, a private Colorado Company which owns the Cactus property. The Cactus property is located in the western Mojave Desert in Kern County, California. The Cactus property, held previously by CoCa Mines and Hecla Mining Co., was first mined in 1894. Total historic production is approximately 400,000 ounces of gold and a million ounces of silver.

~~We plan to explore programs on all five~~supervision of our ~~projects (including~~management and board of directors. Although the Red Lake Lennie project) in 2004 including drill programs at Cactus, Pinnacle, and Kinsley, subject to completion of the required financing. These plans are presently being finalized by our new President in consultation with our consultants and advisors.mining industry is currently very competitive, management believes that many undervalued prospective properties remain available for acquisition purposes.

The current and anticipated future operations of our company, including further exploration activities require permits from various Canadian Federal and Provincial governmental authorities. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on our company and cause increases in capital expenditures which could result in a cessation of operations by our company. We had no material costs related to compliance and/or permits in recent years, and ~~anticipates~~we anticipate no material costs in the next year.

As ofat the date of this annual report, we have ~~one subsidiary,~~two wholly-owned subsidiaries, Pan American Gold Corporation, a company incorporated pursuant to the laws of the State of ~~Nevada.~~

~~D. Property, Plants~~Nevada and ~~Equipment~~Compania Minera P.A.M. de C.V., a company incorporated pursuant to the laws of Mexico.

Our office facilities at ~~601 - 750~~Suite 501 – 1540 West ~~Pender Street,~~2nd Avenue, Vancouver, British Columbia, Canada are being provided to us by one of our directors at no ~~cost, effective May 2004.~~cost. The director ~~will be~~is reimbursed for out-of-pocket costs associated with the maintenance and operation of our offices, such as long distance, courier, and other direct expenses incurred on our behalf. We anticipate that these premises will be sufficient for our business operations for the foreseeable future.

Our company currently has one property interest consisting of the Lennie Property, a gold exploration project located in the Red Lake gold camp in the Province of Ontario, Canada.

The Lennie Property is a gold-exploration project located in the Red Lake District in northwestern Ontario, Canada.

Pursuant to an option agreement dated August 31, 1995, we acquired a 100% interest in ten mineral claims located in Balmer Township, Ontario, subject to a 2% net smelter return upon commencement of commercial production. We were obligated to incur exploration expenses of $250,000 on the property on or before February 28, 1997, which we have expended.

The property consists of ten patented claims that are for mineral rights only. The Red Lake area is glaciated Precambrian shield with comparatively thin till reworked by a pro-glacial lake. This caused sandy gravelly veneer that is anticipated to overlie a sandy till. The latter is largely limited to topographic depressions. Relief in the Red Lake area is a maximum 80 meters with relief observed on the property estimated at 15-20 meters.

The Balmertown - Red Lake area is a well-established mining center 165 miles by air northwest of the city of Winnipeg, Manitoba. Red Lake has daily air service from Winnipeg and Thunder Bay, Ontario, via Sioux Lookout. Balmertown has a year-round paved road connecting it with the town of Red Lake, ten kilometers to the west on Highway 125. From Red Lake, paved Highway 105 extends southward 115 miles to the village of Vermilion Bay on Highway 17, the Trans Canada Highway.

The property is two miles to the east-northeast of Balmertown. Access to the property is through the Gold Corp. mining site by a gravel bush road to a gravel forestry road that crosses the property. The latter gravel forestry road crossing the property arcs to the northwest then south six kilometers to Balmertown.

The Lennie Property is underlain by the lower Mafic Sequence (komatites to tholaitas with minor sediments) of the Red Lake portion of the Uchi Lake Greenstone Belt.

Outcrop exposure is poor, being largely mantled by swamp and overburden. Mostly diamond drilling and some surface geology mapping are the basis for determining the geology. Amphibolite grade metamorphism has affected the following rock types: mafic to intermediate flows to tuffs, iron formation chemical sediments, diorite and quartz feldspar porphyry dykes. The flows are massive with fine to medium grained crystalline texture. Tuffs are well-banded fine-grained volcanic sediments.

Alteration is regional carbonization overprinted by local metamorphism to garnet, biotite, sericite with superimposed areas of silicification. Garnets may comprise up to 5% of the rock commonly associated with green cliloritic and gray sericite alteration.

Two felsic tuff units are recognized. A northern unit identified from drill hole locations in the western part of the claim group, possibly extending across the property. The second, larger felsic tuff unit extends along the southern contact of the central iron formation, intersected in drill holes near the east and

western boundaries of the property. These latter tuffs are intensely altered rocks are unexposed lying beneath low swampy ground. This type of alteration has been identified as a very positive factor for gold mineralization.

The two bands of iron formation are readily identified by magnetometer surveys and scattered outcrops. The well-banded material is predominately cherty oxide phase iron formation with sulphide facies in argillaceous portions. Bedding contains irregular millimeter to meter scale folds with closures to the east. New and larger exposures observed indicate folding is not isoclinal, rather an irregular deformation varying significantly over a matter of meters.

Thin zones of diorite and quartz feldspar porphyry intersected by diamond drilling are interpreted as dykes. The gra~~y-to-brown~~gray-to-brown diorite is fine to medium grained and generally un-mineralized. Quartz feldspar porphyries contain white to blue rounded phenocryst in a ~~white-to-gr~~aywhite-to-gray aphanitic groundmass. The boundaries are sharp well-defined contacts.

Three separate investigations have been undertaken over 42 years. This has lead to possible discrepancies in correlating data from one survey to the next. In each case, a grid was established without tying into the previous work. Only the 1975 drill collars were left and can be precisely located. Permanent location markers were not erected for either the 1946 or 1967 drilling. The grids established in 1946 and 1975 were largely eradicated by logging sometime after 1975. The 1987 grid is poorly recognized as the north half of the claims have been extensively reforested.

~~Lennie Red Lake Gold Mines, 1946.~~ Following staking of the property, the claim block perimeter was surveyed to bring the ground to patent. Geological mapping and a magnetometer survey were completed over a grid with 200-foot line spacings oriented 360 degrees. Data was presented on 1" to 200' scale maps. Corrections for drift in the magnetometer survey was by looping to a common base line station. From the data, a west-northwest shear or fault was identified as crossing the property. These surveys do not appear to have covered claim 22687.

Diamond drilling of six holes were completed for a total of 4,381 feet. The core size was E core with split samples taken for assay. No structural information was collected from the drill core, only general lithological descriptions. This work was sufficient to bring the claims to patent.

~~Option by Dome Exploration, 1975.~~ Dome Exploration Ltd. optioned the property from Lennie Red Lake Gold Mines for the period 1975 - 1976. A new grid was established lines at 200-foot intervals oriented 010 degrees. The drill log records state the holes were drilled grid north at 015 degrees while the geology map with the grid-plotted states baseline at 100 degrees with crosslines at 010 degrees. A matching of the 1946, 1975 and 1987 magnetic data supports the 010 degree orientation of the 1976 grid.

A magnetic survey was completed over the entire grid with data and contours plotted at 1" to 200' scale. Magnetic data was corrected using repeat stations and NOT using a base station magnetometer.

An EM survey carried out over the entire grid identifying three highly conductive zones trending west-northwest across the property. The southern zone, or more properly group of zones, lies within the southern iron formation. The middle conductor is a single well-defined conductor in the center of the property with defined east and west terminations. It definitely does not continue on the adjoining property to the east. The northern conductor in the far northwest of the property. The good correlation between magnetic signature and conductivity has led to interpreting all conductors as ~~suiphide~~sulphide facies iron formation.

The geological mapping was also undertaken with attention paid to stratigraphy but not to structural elements. A geochemical survey was completed. Reports of the results cite surface contamination by dust from the nearby properties. Four localized anomalous zones were referred to but not located. They were stated as correlating approximately to Lennie drill holes #1 and #6 and some unspecified Dome drill holes.

Thirteen diamond drill holes totalling 7639 feet of AX core were completed on the Lennie property. Drilling was as three fences crossing the property more or less perpendicular to the stratigraphy. Assays of split core yielded two interesting sections.

No evidence of the earlier 1946 work was observed making correlations the early work inexact. The drill hole casing were left such that their exact locations can not be determined.

~~International RSV Resources Corp., 1987.~~ A successor company to Lennie, ~~fled Lake Gold Mines,~~ International RSV Resources Corp., carried out further fieldwork in 1987. A grid with lines oriented 360 degrees at 200' spacing was cut. The grid did not extend to the western boundary of the property. Another magnetometer survey was undertaken with a contoured map presented without numerical data. A base station magnetometer was not used to correct the data. Similar features to those identified in the earlier magnetic surveys were reconfirmed.

The remainder of work was diamond drilling collecting 13,082 feet of BQ core from sixteen drill locations. Sludge samples were not taken. The drill core was split and sent for assay. The drilling focused on fence drilling to intersect structures paralleling the interpreted fold axis or shear zone.

Some of the proposed drill targets could not be drilled due to time and access limitations (swamps not yet frozen). Following the logging of the core, it was initially stored then dumped and is unavailable for re-examination.

The Eskay Creek Property is located in northwestern British Columbia approximately 50 air miles north of Stewart, British Columbia, Canada. Access is by 38 miles of privately owned single-lane gravel road or by helicopter in the more remote areas. A local company provides road maintenance and snow removal services under contract.

In that the Eskay Creek Property is newly staked and largely a grassroots exploration play, it has no significant exploration or mining history outside of the adjacent active mines like the Eskay Creek Mine operated by Barrick. In 2003 the Eskay Creek Mine produced 352,000 ounces of gold and 17 million ounce of silver. The Eskay Creek mine is an underground operation accessible through three surface portals.

Pan American Gold Corporation through its wholly own subsidiary, 690102 B.C. LTD. on January 16, 2004 entered into Sale and Purchase Agreement with Matthew J. Mason (Vendor) of 1030 Nelson Avenue, West Vancouver, BC V7V 2P4 to acquire a 75% undivided interest in the Property (see~~Property Description) by 1) reimbursing the Vendor his acquisition cost, 2) granting to the Vendor a 2% NSR royalty, 3) granting to the Vendor a "Carried Interest", and 4) completing a "Positive Feasibility Study".~~

The Eskay Creek Property is comprises approximately 75,000 acres representing 479 Units with Claim Names of BJ1-13, 13A, 14-31, 31A, and 32-35 and a Tenure No. of 394776-394812. The Property is in the Skeena Mining Division, British Columbia, Canada and more specifically Iskut River area (N.T.S.: 104B, 104G). The claim anniversary date is July 1, 2003.

The Eskay Creek gold/silver district is located in north-western British Columbia approximately 50 air miles north of Stewart, British Columbia. Access is by 38 miles of privately owned single-lane gravel road or by helicopter in the more remote areas. A local company provides road maintenance and snow removal services under contract.

The terrain ranges from rugged to moderate with elevations ranging from 2250 meters to 220 meters in the river valleys. The slopes are generally steep with many cliffs forming the valley walls. The area shows evidence of alpine glaciation with steep walled U-shaped valleys and braided streams. Glaciers and ice fields cover approximately ten percent of the property. Tree line is at about 1200- meter elevation, below which the forest cover consists of mature hemlock, spruce and fir typical of temperate rainforest. Lower elevations along the river valleys host thick stands of aspen and alder. The undergrowth at lower elevations consists of thick growth of ferns, devils club, huckleberry, and salmonberry bushes. The alpine areas host a healthy cover of heather, heath, blueberry, copperbush, black spruce and juniper.

The climate is typical of that of northwestern British Columbia with cool wet summers and moderate wet winters. Snowfall is quite heavy with accumulations ranging from ten to fifteen meters at higher elevations and two to three meters along the river valleys. In higher elevations, the ground is covered with snow from late October to mid May. At lower elevations, the ground is covered with snow from early December to early April.

The Eskay Creek Property is located in northwestern British Columbia, approximately 20 miles north of Stewart. The 75,000-acre property is located in the Eskay Creek gold-silver district. A continuous belt of prospective Jurassic aged Hazelton Group rocks underlies the property.

The main focus of precious and base metal exploration in the area is on the Hazelton Group of island arc rocks of Jurassic Age. These are all part of the Triassic-Jurassic age Stikinia Terrane. Upper Triassic, Stuhini Group volcanic and sedimentary rocks form the base of the section. These are covered by a sequence of Lower to Middle Jurassic, Hazelton Group volcanic and sedimentary rock. The northern part of the area is covered with Upper Jurassic, Bowser Lake Group basin fill sediments.

The sedimentary volcanic sequence in the Eskay Creek district has been intruded by a series of plutons, sills and dyke swarms of Late Triassic to Early Tertiary in age. Tight northeasterly trending anticline-syncline folds have noted in the district.

There are several types of deposits ranging from stockwork copper-gold mineralization; polymetallic volcanogenic massive sulfide mineralization and sulfide rich shear mineralization and sulfide rich, precious metal bearing quartz veins.

~~Northern British Columbia hosts some of the largest and highest grade alkalic intrusive-related gold-silver-copper deposits in North America.~~

The Barrick Eskay Creek orebody is a precious metal-enriched volcanogenic massive sulfide deposit that occurs in association with volcanics of the Jurassic-aged (141 to 195 million years) Hazelton Group. Eskay Creek mineralization generally is stratabound and occurs in a contact mudstone and breccia bounded below by a rhyolite flow-dome complex and overlain by volcanic rocks in the west limb of a north-plunging fold. Sphalerite, pyrite, galena and tetrahedrite are the most abundant ore minerals. Native gold occurs as mostly microscopic particles located between sulfide grains, in fractures within sulfide grains, or locked in pyrite. Gold also occurs in volcanic rocks beneath the contact mudstone, along with coarse-grained sphalerite, pyrite and galena in quartz veins or stockworks.

The Kinsley Mountain Property is located in the Kinsley Mountains of eastern Nevada approximately 45 miles southwest of town of Wendover. The deposits at Kinsley Mt. are Carlin-type gold deposits hosted in the Cambrian Dunderberg Shale and Windfall Limestone and are associated with broad bands of silicification and local decalcification. Gold occurs in several small structurally and stratigraphically-controlled ore bodies along a distinct northwest trend. Carlin-type gold deposits in Carlin-Battle Mountain districts of north central Nevada host significant amounts of gold and represent one of the premier gold producing districts in the world.

An open pit, heap leach gold mine was operated on the property during the mid 1990's by Alta Gold Company, producing 138,151 ounces of gold. A total 1156 holes have been drilled on the property comprising a total of 244,899 feet drilling with a calculated average depth per drill hole of 212 feet. Few holes were drilled deeper than 500 feet. Un-mined zones of gold mineralization were identified by the earlier drilling, but these zones are not sufficiently documented as to be classified as an ore reserve. However, significant exploration potential exists on the property at depth due to the general shallowness of the existing drilling. Additionally, shallow oxide potential exists at a number known areas on the property.

Pan American Gold Corporation entered into an option agreement with Nevada Sunrise LLC on December 9, 2003 to earn a 60% interest in the Kinsley Mt. Property by complying with various terms and conditions including making payments in US dollars as per the option payment schedule listed below (all payments against future royalties):

Pan American is responsible for claim maintenance expenses of approximately $16,000 per year. Additionally, it must maintain a $2 million liability insurance policy on the property prior to conducting exploration activities on the property. There is no annual work commitment attached to the agreement. Pan American is required to advance the property through a "Bankable Feasibility" to earn its 60% interest, after which a formal Joint Venture agreement will be entered into.

Kinsley Mt. Property located in Elko County Nevada is comprises approximately 125 unpatented lode mining claims covering 2600 acres in Township 27 North, Range 67 East, Section 36; Township 27 North, Range 68 East, Sections 31 & 32; Township 26 North, Range 67 East, Sections 1, 12 & 13; and Township 26 North, Range 68, Sections 5, 6, 7 & 8 of the Mount Diablo Base and Meridian (MDB&M).

The Kinsley Mt. Property is located in the eastern Nevada, about 300 miles east-northeast of Reno, Nevada and 43 miles southwest of the town of Wendover. Access to property is via commercial airline to Reno, then by car on Interstate 80 east 400 miles to Wendover, then on Alternate Highway 93 southwest 43 miles to Kinsley Mt. Road, and then south 11 miles on Kinsley Mt. Road to the Kinsley Mt. Property. Roads that access the Kinsley Mt. Property are all paved except for the Kinsley Mt. Road, which is gravel.

The Kinsley Mountains are a continuation and/or a branch of the much larger Antelope Range to the south in White Pine County, Nevada. The Antelope Range appears to be a typical Basin and Range orogenic feature with a major thrust fault on east side of the range.

The surface rocks of the Kinsley Mountains in the immediate area of the mine consist of upper to middle Cambrian shale, limestone, and dolomite with comparatively small areas of intrusive rock found at lower elevations, on both the east and west sides of the range. The intrusive rock observed at Kinsley is a one mica (biotite) granite that is probably related a large intrusion marble-skarn complex located two miles to the south of the Kinsley Mountain Property. The age of this granite is unknown, but is very significant because research on Carlin-type gold deposits in Nevada have constrained the age of gold mineralization as Eocene (38 m.y.). If the Kinsley granite is Eocene in age it would be very significant linking the Kinsley gold deposits in time to those of the Carlin Trend.

Shale units noted on the property are metamorphosed suggesting that intrusive activity is probably wide spread in the subsurface. Carbonate rocks to the north of the main Kinsley shear (open pits) are believed to be Ordovician age which would indicate a relative movement of north side up.

Tertiary age extrusive volcanic rocks in the form coarse fragmental volcano-clastics crop out in the Basin in the southwest corner of the property and probably unconformably overly the Paleozoic carbonate section. The basins on east and west sides of range adjacent to the gold deposits are filled with unconsolidated gravels of varying thickness.

The deposits at Kinsley Mountain are Carlin-type gold deposits hosted in the Cambrian Dunderberg Shale and Windfall Limestone and are associated with broad bands of silicification and local decalcification. Gold occurs in several small structurally and stratigraphically-controlled ore bodies along a distinct northwest trend.

The gold mineralization occurs in bedding replacements along north-west trending structures and is typical of other gold systems in the Great Basin area. The mineralization in the upper 200 to 300 feet of rock has been totally oxidized, so the gold is readily recoverable by heap leaching. Higher grade un-oxidized sulfide mineralization has been found in two places approximately 400 to 500 feet below the surface. It would appear that Alta Gold never explored or developed this sulfide mineralization during their period of operation.

~~In 1984 USMX Inc. discovered that the property hosted free gold in jasperoids and bedded limestone. Cominco entered into a Joint Venture with USMX in 1985 and commenced exploratory drilling in 1986.~~

In 1988 Cominco conducted an in-house feasibility study and determined that the property was profitable, but that is was too small to warrant the time and effort for development and permitting. Hecla Mining Company optioned the property in 1992. Helca conducted additional drilling and discovered additional gold mineralization but elected not to purchase the property.

In October 1993 Alta Gold Company negotiated a six month option to purchase the property from the Cominco/USMX joint venture. The purchase price was $3 million ($2 million in cash and $1 million in stock). During the option period Alta Gold conducted a detailed in-house evaluation, drilling core holes to verify past metallurgical results, and conducted additional exploration drilling on the margin of the known ore bodies. Alta Gold exercised their option in April 1994.

~~Alta Gold put the Kinsley mine into production at a planned production rate of 4,055 stpd, but they actually achieved a maximum rate of 5,300 stpd in 1996.~~

Unfortunately Alta Gold's drilling did not keep pace with their mining, even though they carried out an extensive exploration program in the last two years of mining. It must be assumed that the work found there was an apparent lack of continuity and/or low grade found in the mineralization that prompted Alta Gold to abandon any idea of continuing production. Alta Gold later went into bankruptcy, reportedly due to cost over-runs at their Olinghouse Mine Project. They were unable to dispose of the Kinsley claims which were then auctioned, but the successful bidder then failed to file and as a consequence the claims were canceled and the ground became open.

~~Nevada Sunrise first staked the northern part of the claim block and a year later staked the southern part. The records appear to show that the first payment made for the claims was in August 2001.~~

~~Lateegra entered into their Joint Venture Option agreement in October of 2002, but elected not to continue the option.~~

The Pinnacle Property is located on eastern slope of the Shoshone Mountains in central Nevada approximately 30 miles northeast of town of Gabbs in northern Nye County. Pinnacle is an early stage gold exploration project with a geologic setting similar to that of the Round Mountain gold deposit, located thirty miles to the southeast.

In 2002 Round Mountain produced 755,494 ounces of gold and since 1977 the mine has produced over 7.9 million ounces of gold. The Round Mountain deposit is a large, epithermal, low-sulfidation, volcanic-hosted, precious metal deposit, located along the margin of a buried volcanic caldera.

It is speculated that a buried volcanic caldera complex with similar geology to that of Round Mountain may exist under post mineral gravel cover at Pinnacle. Pan American Gold Corporation will conduct an exploration program to test this target model.

Pan American Gold Corporation entered into an option agreement with Nevada Sunrise LLC on December 9, 2003 to earn a 60% interest in the Kinsley Mt. Property by complying with various terms and conditions including making payment in US dollars as per the option payment schedule listed below (all payments against future royalties):

1.
Upon signing
$50,000 (paid in quarterly instalments of $12,500)
2.
First Anniversary
$75,000
3.
Second Anniversary
$100,000
4.
Third Anniversary
$125,000
5.
Each Anniversary thereafter:
payment increases by $25,000

Pan American is responsible for claim maintenance expenses of approximately $10,000 per year. Additionally, it must maintain a $2 million liability insurance policy on the property prior to conducting exploration activities on the property. There is a $150,000 work commitment for the first year only. Pan American is required to advance the property through a "Bankable Feasibility" to earn its 60% interest, after which a formal Joint Venture agreement will be entered into.

Pinnacle Property located Nye County, Nevada and comprises approximately 80 unpatented lode mining claims covering 1600 acres in Township 14 North, Range 40 East, Sections 9, 10, 15, 16, 17, 19, 20, 21, 29, & 30 of the Mount Diablo Base and Meridian (MDB&M).

~~The Pinnacle Property is located in the central Nevada, about 135 miles southeast of Reno, Nevada and 35 miles northeast of the town of Gabbs. Access to property is via commercial airline to~~

Reno, then by car on Interstate 80 east 33 miles to Fernley, then on Highway 50 southeast 75 miles to Highway 361, then south 30 miles to County Road 844, and then on County Road 844 35 miles northeast to the Pinnacle Property. Roads that access the Pinnacle Property are all paved except County Road 844, which is gravel.

The Pinnacle Property is located along the eastern flank of the Shoshone Range within the Great Basin sub-province of the Basin and Range province of western North America. Gold deposits in Nevada are typically described in association with mineralizing trends that are a reflection of deep crustal structures and magmatism, such as the "Walker Lane" and the "Carlin Trend". The Pinnacle Property is located in the Shoshone Range adjacent to the N-W trending Walker Lane. The Walker Lane includes such world-class gold deposits as the Comstock and Goldfields mining camps. Also in the Walker Lane is the giant Round Mountain gold deposit mined by Barrick and Kinross and estimated to be in excess of 10 million ounces of gold. Round Mountain is located approximately 30 miles southeast of the Pinnacle Property, and is a classic example of a low sulfidation, epithermal gold system.

Pinnacle is underlain by Tertiary age volcanic rocks that range from fine-grained densely welded rhyolitic tuffs to coarse volcano-clastics. High grade, low sulfidation, epithermal quartz vein gold mineralization has been documented on the property in surface sampling and RC drilling. Major northeast fault structures transect the property as evidenced by a dramatic strike deflection in trend of the Shoshone Range. Regional magnetic and gravity maps further support the existence of these northeast trending structures.

The "Round Mountain-type" deposit is the preferred target model under consideration at Pinnacle. Round Mountain is a large, epithermal, low-sulfidation, volcanic-hosted, precious metal deposit that is located along the margin of a buried volcanic caldera. The geology of Round Mountain consists of a thick sequence of intracaldera Oligocene ash-flow tuffs and volcano-clastic rocks resting upon pre-Tertiary basement rocks.

The deposit genesis is intimately associated with the Tertiary volcanism and caldera formation. Intra-caldera collapse features and associated faulting in the metasedimentary rocks provided the major structural conduits for gold-bearing hydrothermal fluids. In the Tertiary volcanic units, these ascending fluids deposited gold along a broad west-northwest trend.

Gold mineralization at in these type deposits occurs as electrum in association with quartz, adularia, pyrite and iron oxides. Shear zone fractures, veins and disseminations within the more permeable units (typically open pumice sites) host the mineralization. Primary sulfide mineralization consists of electrum associated with or internal to pyrite grains. In oxidized zones, gold occurs as electrum associated with iron oxides, or as disseminations along fractures.

Alteration of the volcanic units can be characterized as a continuum from fresh rock progressing through chlorite, clay, sericitic+quartz, adularia+quartz+sericite, and quartz+adularia alteration assemblages. The alteration is zoned outward from potassic at the center to propylitic on the margin. There is a reasonable correlation between increasing gold grades and increasing degrees of alteration. The central ore zone is characterized by pervasive K-feldspar found replacing the rock groundmass, replacing primary sanidine, or as crystal growths in open-space.

Homestake Mining Company controlled the Pinnacle Property during the 1990's and conducted a limited drilling program completing 12 drill holes. The best result from the drilling program was 30 feet at 0.125 ounces per ton gold.

The Cactus Property is located in the Mojave-Rosamond mining district south-eastern Kern County, California. The gold deposits are associated with the five prominent buttes south of the town of Mojave and west and north of the town of Rosamond, of which one of these butte complexes hosts the gold mineralization on the Cactus Property and the old Cactus Queen gold mine.

Gold was first mined at the property in 1894. Production increased during the Depression and was focused on the Cactus Queen orebody along the Cactus Vein. Mine production was halted in 1942 by the War Order Act. The Cactus Vein produced a total of 224,000 tons of ore grading 0.34 opt gold and 11.6 opt silver between 1936 and 1942. The Cactus Queen mine accounted for 87% of this past production.

Golden Queen Mining Co. Ltd., a public company listed on the Toronto Stock Exchange, is developing an open pit, gold-silver heap leach operation on its Soledad Mountain property four miles east of the Cactus Property.

Pan American Gold Corporation (PAGC) signed an operating agreement with Cactus Precious Metals LLC of Colorado (CPM) whereby PAGC acquired 50% in CPM by contributing US $90,000 of paid in capital which occurred in November 2003.

~~Cactus Precious Metals LLC~~ owns 12 unpatented lode mining claims (CUS 1-8, 10-13) and has acquired an Exploration Right with an Option to Purchase one additional unpatented lode claim named the Oro Metal #1 all located in Section 8, Township 10 N, Range 13 W, San Bernardino Meridian, Kern County, California. The terms of the lease are for 15 years with a rental payment of $1,000 per year with a buy-out of $20,000, less all rental payments.

The Cactus property is located in the western Mojave Desert, about 55 miles southeast of Bakersfield, California and 8 miles southwest of the town of Mojave. Access to property is via commercial airline to Bakersfield, then by car on Highway 58 southeast 65 miles to Mojave, then on Highway 14 south 6.4 miles to Backus Road, and then on Backus Road 7.5 miles west to the Cactus Queen Mine. Roads that access the Cactus Queen Mine are all paved. The Cactus property lies 2 miles northeast of the Cactus Queen Mine.

The Cactus Vein is a typical precious metal-bearing epithermal quartz vein. It has a known strike length of 4000 feet, a thickness of between 5 and 15 feet, and a down-dip extent of at least 1,000 feet. The vein has an average strike of N40E and a dip of 35 SE. It occupies a faulted contact between rhyolitic volcanic rocks (18 m.y.) located on the hanging wall side of the vein, and quartz monzonite (85-112 m.y.) located on the footwall side of the vein.

At a distance of about 700 feet down the dip of the vein, the hanging wall crosses the sub-horizontal and unconformable depositional contact between the base of the volcanic rock and the older quartz monzonite. Below this level, both the hanging and foot wall of the Cactus Vein are comprised of quartz monzonite cut by rhyolitic dikes. The vein forms the footwall of the Shumake ore zone. The down-dip extension of the vein beneath the ultimate pit represents one of several ore shoots and exploration targets along the strike of the vein.

The vein consists of brecciated, cherty white to gray colored quartz. At least three stages of silica veining are evident. Early barren cherty silica is cut by later base and precious metal-bearing, banded and cockscomb-textured quartz veins, and a final stage of spongy silica, consisting of minute euhedral quartz crystals. Brecciation has occurred between each of the veining episodes as well as after the cessation of silica deposition. Metal deposition in and along the Cactus Vein occurred during at least three episodes. A primary episode of metallization coincided with the emplacement of the first stage, cherty quartz. This episode introduced arsenopyrite into the vein, though no significant precious metals. The second episode of metallization carried base metal sulfides, silver sulfosalts, gold and pyrite and arsenopyrite into the vein. A final episode transported additional gold into the vein, where it was deposited with the third-stage, spongy quartz. High gold grades are associated with the late st event.

Several alteration minerals were deposited in and adjacent to the Cactus Vein in conjunction with silica deposition. Adularia was deposited as pseudo-rhombic euhedral in vugs within the quartz, and also in the footwall quartz monzonite. Calcite was deposited as coarse dogtooth spar along with the first stage, cherty silica, but has since been removed in the upper levels of the vein by later-stage acidic hydrothermal solutions. Sericite is very abundant in the wall rocks of the vein, where it occurs most abundantly as a replacement of the pre-existing biotite. Waxy green to gray illite comprises a one to two foot thick, slickensided gouge zone immediately on the hanging wall side of the vein, locally.

The latest stage of alteration in the vein consisted of oxidation of pyrite to iron hydroxides and oxidation of arsenopyrite to scorodite. This oxidation event was accompanied by the introduction of red, plastic, hematitic clay into the fractures in the vein. Such clay and oxidation have been observed 600 feet below the outcrop expression of the vein. Post-mineral faulting occurred along most of the strike length of the Cactus Vein, although faults which have resulted in significant (>10 feet) offset are abundant only in the central and northern reaches and are spaced 100ft. to 300ft. apart. Each of the faults which have significantly offset the Cactus Vein has cut the strike of the vein at nearly right angles, with the faults N20W to N60W and dipping 35NE to 70NE. The northeast blocks of these have been down-dropped.

~~The Prince fault, the best know and largest of the post-minerals faults, has accommodated about 250 feet of normal, dip-slip offset.~~

~~Gold was first mined at the property in 1894. Production increased during the Depression and was focused on the Cactus Queen ore body along the Cactus Vein. Mine production was halted in 1942 by the~~

~~War Order Act. The Cactus Vein produced a total of 224,000 tons of ore grading 0.34 opt gold and 11.6 opt silver between 1936 and 1942. The Cactus Queen mine accounted for 87% of this past production.~~

CoCa Mines, Inc. developed the property in 1986 as an open pit heap leach mine at the Middle Buttes operation and developed a second operation, the Shumake operation, in 1988, both with Compass Mining Company as a minority partner. The property reached an annual production of 60,000 ounces of gold in 1991. CoCa mined from seven different pits on the property. In the Shumake and Silver Prince pits, the last pits to be completed, CoCa mined the oxidized portion of the Cactus Vein along strike of the Cactus Queen stope.

Hecla Mining Company purchased CoCa Mines in 1991 and mined the remaining reserves at the Shumake deposit until 1992. Hecla returned most of the property to the underlying owners in 2001 and abandoned all unpatented mining claims held by Hecla. Hecla is now is in the final stages of completing reclamation. Total historic production from the property is approximately 400,000 ounces of gold and 3 million ounces of silver.

Summo Minerals Corporation optioned the property from Hecla in 1997 and drilled a series of 40 reverse circulation holes east of the Shumake pit to intersect the continuation of disseminated gold above and within the Cactus Vein as it dips below the east high wall of the pit.

~~ITEM 5 Operating and Financial Review and Prospects~~

ITEM 5

Operating and Financial Review and Prospects

The information in this section is presented in accordance with Canadian ~~Generally Accepted Accounting Principles,~~generally accepted accounting principles, and has not been reconciled to United States ~~Generally Accepted Accounting Principles.~~generally accepted accounting principles.

Our recent operating results are not expected to be indicative of our ongoing results, as our operations, with the acquisition of Pan American Gold Corporation operations, will be significantly expanded as long as sufficient funds are raised to proceed with our exploration proposals. The settlement of loans payable and accounts payable through the issuance of shares will increase our ability to proceed with our proposed exploration program, as any new cash resources will be directed at exploration rather than the payment of debts.

Year ended December 31, ~~2003~~2006 Compared to Year ended December 31, ~~2002~~2005

Operations during the year ended December 31, 2006 were primarily related to the exploration of our properties.

Administrative expenses totalled ~~$102,211~~$492,825 for the year ended December 31, ~~2003~~2006 compared to ~~$153,434~~$301,154 for the year ended December 31, ~~2002~~2005. The increase in administrative expenses is due to ~~a decrease~~an overall increase in ~~professional~~management fees, ~~of $10,056 (2003 - $13,862, 2002 - $23,918)~~investor relations, directors' fees, transfer agent and filing fees, rent, office and administration, travel and legal fees and a decrease in interest of $41,358 (2003 - $8,875, 2002 - $50,233). The decrease in interest charges is due to the completion of a shares for debt whereby we settled $986,467 of accounts payable and loans payable by issuing 986,467 shares of our common stock.consulting fees.

We incurred a loss for the year ended December 31, ~~2003~~2006 of ~~$104,357~~$290,284 or ~~$0.03~~$0.01 per share compared to a loss of ~~$601,974~~$428,078 or ~~$0.18~~$0.01 per share for the year ended December 31, ~~2002.~~2005.

Year ended December 31, ~~2002~~2005 Compared to Year ended December 31, ~~2001~~2004

Operations during the year ended December 31, 2005 were primarily related to the exploration of our properties.

Administrative expenses totalled ~~$153,434~~$301,154 for the year ended December 31, ~~2002, a 36% decrease from the $240,000~~2005 compared to $521,421 for the year ended December 31, ~~2001. Despite increased corporate activity during the third quarter during the year ended December 31, 2002 including spending $5,156 on Lennie~~

~~Property exploration, the absence $58,000 in bad debt expense, lower bank charges/interest (2002 - $50,233, 2001 - $71,600)~~2004 due to ~~lower loans,~~a decrease in consulting expenses (2005 - $210,504, 2004 - $359,258), a decrease in legal and ~~lower legal expenses (2002~~accounting fees (2005 - ~~$23,918, 2001~~$62,711, 2004 - ~~$41,549) related to the Contact Solutions lawsuit were the primary causes for the lower costs.~~

~~Other items for the year ended December 31, 2002 were $551,460 primarily resulting from the write-off of the $500,000 promissory note receivable,~~$100,936), a decrease in rent, office and administration (2005 - $5,940, 2004 - $18,048) and a ~~$51,072 gain on settlement of debt, which was related to~~decrease in travel and promotion (2005 - $Nil, 2004 - $13,559).

We incurred a negotiated settlement of old accounts payable; these various creditors (including former officer/directors) received $15,942 as settlement. During the year ended December 31, 2001 we spent $26,725 on business investigation costs primarily related to Contact Solutions; which costs were comprised of $26,725 for the preparation of a business evaluation opinion.

~~Net~~ loss for the year ended December 31, ~~2002 was $601,974~~2005 of $428,078 or ~~$0.18~~$0.01 per share compared to a ~~net~~ loss of ~~$198,310~~$982,572 or ~~$0.06~~$0.03 per share for the year ended December 31, ~~2001.~~2004.

During the year ended December 31, ~~2003,~~2006, we used ~~$53,444~~$367,124 on operating activities, used ~~$7,619~~$164,809 in investing activities and received ~~$50,408~~$648,929 in financial activities from an increase in ~~loans payable,~~share subscriptions received, thereby ~~decreasing~~increasing our cash position from ~~$13,384~~$3,693 at December 31, ~~2002~~2005 to ~~$2,729~~$120,689 at December 31, ~~2003. We require additional funds to fund our ongoing operations.~~2006.

We had a working capital deficit of ~~$101,787 for the year ended~~$5,504 as at December 31, ~~2003~~2006 compared to a working capital deficit of ~~$983,760~~$85,533 as ~~a result of~~at December 31, 2005.

Cash used in operations was $367,124 for the ~~settlement of debt~~year ended December 31, 2006 compared to $94,699 in the ~~amount~~prior year. This was attributable to a number of ~~$986,467 whereby~~factors including an overall increase of our expenses during the year ended December 31, 2006.

On October 5, 2006, we ~~issued an aggregate~~settled $30,000 in debt owed to a former director of ~~986,467~~our company by the issuance of 100,000 shares of common stock of our common stock. With the recent acquisition of Pan American Nevada we acquired net cash of approximately $250,000 which will be applied to fund our 2004 exploration program on our properties as well as covercompany.

We estimate that our general and administrative ~~expenses.~~expenses will be approximately $180,000 for the twelve-month period ending December 31, 2007. We had cash of $120,689 and current assets of $130,410 as at December 31, 2006. As our cash and current assets are less than our estimated operating expenses, we anticipate that such funds will not be sufficient to pay our estimated expenses for the period ending December 31, 2007. We intend to fulfill any additional cash requirement through the sale of our equity securities.

There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

Given that we are a development stage company and have not generated revenues to date, our cash flow projections are subject to numerous contingencies and risk factors beyond our control. We can offer no assurance that our company will generate cash flow sufficient to meet our cash flow projections or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months to execute our business plan.

We expect to spend ~~$1,144,000~~minimal amounts on exploration for the period ended December 31, ~~2004;~~2007 unless significant amounts of capital are raised; beyond that time, our budget will be determined based on a number of factors including the availability of funds and the success of exploration conducted to that date. We expect that we will need to raise additional funding through private placements of our equity securities and/or debt ~~financing.~~financing to carry out additional exploration activities on our properties.

~~General and Administrative expenses are estimated to be approximately $231,000 for the next 12 months ending June 30, 2005.~~

We anticipate that we will expend ~~approximately $1,144,000~~minimal amounts on exploration over the twelve ~~months~~month period ending December 31, ~~2004.~~2007.

We do not intend to purchase any significant equipment over the twelve ~~months~~month period ending December 31, ~~2004.~~2007.

Our company is currently operated by Steve Bajic, as our President and Chief Executive Officer, and Martin Bajic, as our Chief Financial Officer. We currently have no employees ~~other than our current officers~~ and we do not anticipate hiring any employees over the twelve ~~months~~month period ending December 31, ~~2004.~~2007.

The results of operations discussed above are based on our audited financial statements prepared in accordance with Canadian generally accepted accounting principles. Differences between Canadian generally accepted accounting principles and principles generally accepted in the United States are listed and quantified in Note 1012 to the audited financial statements included elsewhere in this ~~document.~~annual report. Significant differences between Canadian GAAP and US GAAP include:

Asexchange and other assets and liabilities are translated at ~~December 31, 2003~~historical rates of exchange. Revenues and ~~2002, there were no material differences between Canadian GAAP~~expenses are translated at average rates of exchange for the year. All exchange gains and ~~United States GAAP on the balance sheets and statements of operations and cash flows presented.~~losses are recognized currently in earnings.

We do not currently and did not previously have research and development policies in place. Over the past three fiscal years, we ~~did not expend any monies~~expended approximately minimal amounts on the ~~development~~exploration of our various mining properties.

~~We do not currently know of any trends that would be material to our operations.~~

~~F. Contractual Obligations~~

D.	Trend Information
	We do not currently know of any trends that would be material to our operations.
E.	Off-balance Sheet Arrangements
	We do not have any off-balance sheet arrangements.
F.	Contractual Obligations

We do not have any required expenditures pursuant to any contractual obligations. The contracts pursuant to which we have the right to acquire further interests in our mineral properties are option agreements, whereby we may or may not elect to expend further funds on our properties.

~~A. Directors and Senior Management~~

ITEM 6	Directors, Senior Management and Employees
A.	Directors and Senior Management

The following table sets forth the names, business experience and ~~function/~~area of expertise of each of our directors and officers, as at June ~~17, 2004:~~27, 2007:

~~Richard Bachman~~Steve Bajic - President, Chief Executive Officer and Director

Mr. ~~Bachman~~Bajic has been our ~~president, chief executive officer~~President, Chief Executive Officer and a director of our company since ~~May 7, 2004.~~March 16, 2006. Mr. ~~Bachman is~~Bajic obtained a ~~Certified Professional Geologist with American~~financial management diploma majoring in finance from the British Columbia Institute of ~~Professional Geologists.~~Technology in 1994. Mr. ~~Bachman has over 24 years of experience in mining and mineral exploration including 9 years of international experience in South America, Africa, and Europe. He~~Bajic is ~~the President and~~currently a director and officer of ~~Minera Cerro El Diablo Inc. (2003 to present), a mining company based in Reno, Nevada with projects in Chile. He is also President~~Cassidy

Gold Corp. and a director of Minera Sucunduri Inc. (2002 to present), a mining company in Reno, Nevada with projects in Brazil. He was a regional geologist and exploration manager for Homestake Mining Company (1980 to 2002), a major gold mining company with projects in North America, South America, and Australia with an annual gold production of over 2 million ounces of gold per year. Homestake was acquired by Barrick Gold in 2001.

Mr. Burnett has been a director of our company since June 2000 and was the president of our company from June 2000 to May 7, 2004. He has been our vice president, corporate affairs and secretary since May 7, 2004. Mr. Burnett is the President of Carob ManagementNavasota Resources Ltd., ~~a private management consulting company, specializing in providing due diligence services, developing business plans, and~~

structuring/managing various venture capital projects, primarily in the public market area. Mr. Burnett serves on the board of directors and is a consultant to the following public companies: Garibaldi Granite Corp. and Camflo International Inc., bothresource exploration companies listed on the TSX Venture ~~Exchange~~Exchange. Mr. Bajic is also a director and ~~serves~~officer of Providence Capital Corp. and Sieger Capital Management Ltd., Capital Pool Companies listed on the ~~board of directors of Galaxy Energy Corp.~~TSX Venture Exchange.

Since 1996, Mr. Bajic has run LF Ventures Inc., a USprivate company offering financial and business consulting services to public ~~company.~~ and private companies. He has raised capital for numerous companies at all stages of development and has held various other officer and director positions.

Mr. ~~Burnett obtained~~Bajic has been our Chief Financial Officer since August 22, 2006. Mr. Bajic is a ~~Master~~Chartered Accountant and Supervisor with Cinnamon Jang Willoughby of ~~Business Administration degree~~Burnaby, British Columbia. He has experience in ~~1986~~the audit of public company financial statements, public reporting disclosure requirements and U.S. public company reporting. Mr. Bajic holds a Bachelor of ~~Applied Sciences Degree in Civil Engineering in 1984~~Arts degree from the University of British Columbia.

Mr. ~~Sweatman~~Lopez has been ~~our chief financial officer~~mortgage consultant with Ambro & Associates since 1994 and ~~director~~has also run his own small business designing direct mail campaigns; and coordinating focus groups and trade show presentations. Mr. Lopez holds an English degree from the University of ~~our company since May 7, 2004.~~ British Columbia.

Mr. ~~Sweatman~~Roman has ~~been a Chartered Accountant since 1982. Since 1998, he has operated an accounting firm providing tax, accounting and~~over 12 years of business ~~advice to a number of clients~~experience. After three years in the ~~Vancouver,~~pension consulting field, Mr. Roman spent eight years with a leading Canadian investment management company in business development and securities research. Currently Mr. Roman is an independent business owner. Mr. Roman is a CFA charter holder and has completed a Bachelor of Commerce degree from the University of British Columbia ~~Canada area. He also provides consulting services as part of MDS Management Ltd. including consulting projects cover~~with a ~~wide range of clients~~specialization in ~~a number of industries, including both publicly traded and private corporations.~~finance.

Mr. Sweatman currently acts as CFO for Rockford Technology Corp., a Company which is a developer of small hydro electric projects. He serves as director of Brownstone Resources Inc., a publicly traded Company which invests primarily in mining projects, Treat Systems Inc., an inactive public Company, and Maple Minerals Corp., a mining exploration Company with properties in Canada, Guinea, west Africa and the Dominican Republic.Family Relationships

There are no family relationships ~~between~~among any of the directors and/or ~~executive officers of our company.~~officers.

There are no arrangements or understandings between any of the directors and/or executive officers and any other person pursuant to which that director and/or executive officer was selected.

~~Other than as set forth in the table below, none of our executive officers was paid or earned compensation for performing his duties during the fiscal years ended December 31, 2003, 2002 and 2001:~~

~~As at the fiscal year ended December 31, 2003 we did not grant any stock options to our executive officers nor did we have any options outstanding.~~Stock Appreciation Rights

~~As of the date of this annual report, we have no compensatory plan or arrangement~~Particulars with respect to ~~any officer that results or will result in~~Options/SARS granted to Named Executive Officer's during the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our company, from a change in control of our company or a change in such officer's responsibilities following a change in control.Company's most recently completed financial year are as follows:

No ~~cash compensation was paid~~Options/SARS were exercised by Named Executive Officer's during the Company's most recently completed financial year and year.

No Options/SARS granted to ~~any of our~~Named Executive Officer's were repriced during the Company's most recently completed financial year.

We do not provide retirement benefits for directors ~~for director's services as a director~~and executive officers. No funds were set aside or accrued by the Company during the fiscal year ended December 31, ~~2003. We have no formal plan~~2006 to provide pension, retirement or similar benefits for ~~compensating~~ our directors or officers pursuant to any existing plan provided or contributed to by us or our subsidiaries.

Termination of Employment, Change in Responsibilities and Employment Contracts

There are no employment contracts or compensatory plans or arrangements between the Company and any of the Named Executive Officers.

The Company has no plan or arrangement whereby any of the Named Executive Officers may be compensated in an amount exceeding $100,000 in the event of the Named Executive Officer's resignation, retirement or other termination of employment, or in the event of a change of control of the Company or a change in the Named Executive Officer's responsibilities following such a change of control.

The Company currently does not operate with a compensation committee. The Company's entire Board of Directors conducts an annual review in regards to the compensation of the CEO, CFO and the Named Executive Officers. To make its recommendations on such compensation, the Board of Directors takes into account the type of compensation and the amounts paid to such officers of comparable publicly traded Canadian companies.

No compensation was paid to any director of the Company for ~~their service~~services rendered as a director during the Company's most recently completed financial year.

During the Company's most recently completed financial year, there were no standard compensation arrangements, or other arrangements in addition to or in lieu of standard arrangements, under which the directors of the Company were compensated for services in their capacity as directors ~~although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors~~(including any additional amounts payable for committee participation or ~~(as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement~~special assignments), or for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as ~~a director, including committee participation and/~~consultants or ~~special assignments.~~experts.

~~We did not grant any stock options~~Particulars with respect to ~~our~~Options/SARS granted to Company directors during the ~~fiscal~~Company's most recently completed financial year ~~ended December 31, 2003.~~

The directors are re-elected at the ~~Annual General Meeting~~annual general meeting of our shareholders and our officers are re-elected at a ~~Directors' Meeting~~directors' meeting following the ~~Annual General Meeting.~~annual general meeting. The last annual general meeting was held on ~~July 7, 2003,~~June 27, 2007, and each of our current directors and officers will continue to hold his respective office until his successor is elected or appointed at the next annual general meeting, unless his office is earlier vacated under any of the relevant provisions of our Articles or of theOntario Business Corporations Act.

There are no service contracts between our company and any of our officers, directors or employees providing for benefits upon termination of employment.

As of the date of this annual report, our entire board of directors functions as our audit committee. The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor's examination, the scope of audits, the auditor's opinion on the adequacy of internal controls and quality of financial reporting and our accounting and reporting principles, policies and practices, as well as our accounting, financial and operating controls.

The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Before financial statements that are to be submitted to the shareholders at an annual general meeting are considered by the board of directors, such financial statements are submitted to the audit committee for review with the independent auditors, following which the report of the audit committee on the financial statements is submitted to the board of directors. The audit committee ~~did not physically meet~~acted by unanimous consent resolution during the year ended December 31, ~~2003.~~2006.

We do not have a standing remuneration committee but our entire board of directors acts as our compensation committee. We do not believe it is necessary to have a standing remuneration committee because we believe that the functions of such a committee can be adequately performed by our board of directors.

During the fiscal years ended December 31, ~~2003, 2002~~2006, 2005 and ~~2001,~~2004, we did not have any ~~employees other than~~employees. Our company is currently operated by Steve Bajic as our ~~directors~~Present and ~~officers.~~Chief Executive Officer and Martin Bajic as our Chief Financial Officer.

We do not currently have any paid employees and have not experienced a significant change in the number of people we employ.

There were ~~30,515,373 (4,359,339 pre-split)~~36,041,298 common shares, ~~1,300,000 (post-split)~~800,000 stock options and no814,140 share purchase warrants issued and outstanding as of June ~~17, 2004.~~26, 2007. Of the 36,041,298 common shares issued and outstanding ~~on that date,~~as of June 26, 2007, our directors and officers owned the following common shares:

The voting rights attached to the common shares owned by our officers and directors do not differ from those voting rights attached to shares owned by people who are not officers or directors of our company.

There were no long-term incentive awards made to our executive officers during the fiscal year ended December 31, ~~2003~~2006 nor are there pension plan benefits in place for our executive officers.

We ~~do not~~ have ~~a formal~~an incentive stock option plan ~~or any informal plan~~that provides for the grant of incentive stock options to ~~pay compensation~~purchase our common shares to our directors, officers orand key employees ~~by way of options. Despite having no formal~~and other persons providing ongoing services to us. Our stock option plan ~~we have historically issued~~is administered by our board of directors. The maximum number of our common shares which may be reserved and set aside for issuance under our stock option plan is 3,000,000 common shares. Each option upon its exercise entitles the grantee to one common share. The exercise price of common shares subject to an option will be determined by the board of directors at the time of grant. Non-incentive stock options may be granted under our stock option plan for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by our ~~officers and directors in lieu~~board of ~~cash compensation and as~~directors. Incentive stock options may be granted under our stock option plan for an ~~incentive~~exercise period of up to ~~continue to achieve~~five years from the ~~objectives~~date of ~~our shareholders.~~grant.

~~ITEM 7 Major Shareholders and Related Party Transactions~~During the year ended December 31, 2006, we granted the following stock options:

There were ~~30,515,373 (4,359,339 pre-split)~~36,041,298 shares of our common stock issued and outstanding as of June ~~17, 2004.~~26, 2007. The following table sets forth, as of June ~~17, 2004,~~26, 2007, persons known to us to be the beneficial owner of more than five (5%) of our common shares:

There has been no significant change in the percentage ownership of any of our major shareholders during the years ended December 31, ~~2003, 2002~~2006, 2005 or ~~2001.~~2004.

The voting rights of our major shareholders do not differ from the voting rights of holders of our company's shares who are not major shareholders.

As of June ~~17, 2004,~~27, 2007, the registrar and transfer agent for our company reported that there were ~~30,515,373 (4,359,339 pre-split)~~36,041,298 shares of our common stock issued and outstanding. Of those common shares issued and outstanding, ~~27,442,447~~18,631,119 common shares were registered to Canadian residents ~~(2,580~~

(2,137 shareholders), ~~195,410~~9,001,533 common shares were registered to residents of the United States ~~(72~~(67 shareholders) and ~~2,877,516~~8,408,071 common shares were registered to residents of other foreign countries ~~(16~~(26 shareholders). The

difference of 545 common shares between the number of issued and outstanding and the total shares from all jurisdictions is due to fractional rounding.

To the best of our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person.

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company.

~~During~~Since the ~~year ended December 31, 2003, we paid Amisano Hanson fees totalling $6,000 for office space and administrative services. One~~beginning of our ~~former directors, Kevin Hanson, is a partner of Amisano Hanson. We also paid $30,000~~company's preceding three financial years up to ~~Carob Management Ltd., a company wholly-owned by Gregory Burnett, our vice president, corporate affairs, secretary and director, for consulting fees.~~June 27, 2007, we entered into the following related party transactions:

Our financial statements are stated in Canadian ~~Dollars~~dollars (CDN$) and are prepared in accordance with Canadian ~~Generally Accepted Accounting Principles.~~generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian ~~Dollars.~~dollars.

~~Financial Statements for the Years Ended December 31, 2003 and 2002 (audited):~~

~~Other than as set forth below, there~~There are no pending legal proceedings to which we are a party or of which any of our property is the subject. There are no legal proceedings to which any director, officer or affiliate of our company or any associate of any such director, officer or affiliate of our company is a party or has a material interest adverse to us.

On September 1, 2001 we brought an action in the Superior Court of Ontario in Toronto, Canada against Contact Solutions Group Inc. and Parry Rosenberg, the principal of Contact Solutions Group Inc., for the recovery of $500,000 previously loaned to Contact Solutions. Contact Solutions and Parry Rosenberg in turn brought a counterclaim against us claiming $3,000,000 damages for breach of a share purchase agreement between us and Contact Solutions and a further $500,000 in punitive damages. The counterclaim has been dismissed and the defendants have declared bankruptcy. During the year ended December 31, 2003, we spent approximately CDN$10,180 on legal expenses relating to this matter. Pending release from receivership and bankruptcy for Contact Solutions and Mr. Rosenberg, we anticipate that this entire matter will be dismissed.

Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board of directors, in its discretion, out of funds legally available for that purpose. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

Subsequent to the year ended December 31, 2003, we entered into a share purchase agreement, dated May 6, 2004, with Pan American Nevada, Graham Douglas and the shareholders of Pan American Nevada, whereby we acquired Pan American Nevada in consideration for the issue of an aggregate of 3,370,000 shares of common stock of our company. The shares will represent approximately 9.9% of our company's outstanding shares upon closing.

Our shares began trading on the OTC Bulletin Board on April 16, 2004 under the symbol TRIVF. On June 2, 2004 our symbol changed from "TRIVF" to "PNAMF" and our CUSIP number changed to 697840 10 6.

The following table sets forth the high and low ~~market~~sales of prices of our common shares ~~for each of the most recent three months (April, 2004 through June, 2004) since our common shares were quoted for trading~~ on the OTC Bulletin Board ~~were as follows:~~for the periods indicated.

The transfer of our common shares is managed by our transfer agent, ~~CIBC Mellon~~Pacific Corporate Trust Company, ~~of Canada, #1600 - 1066 West Hastings~~3rd Floor – 510 Burrard Street, Vancouver, British Columbia, ~~V6E 3X1~~V6C 3B9 (Telephone: ~~604.688.4330;~~604.689.9853; Facsimile: ~~604.688.4301)~~604.689.8144).

Our common shares ~~trade exclusively~~are quoted on the Over-the-Counter Bulletin Board (as they have ~~traded~~been quoted since April 16, 2004). Our symbol is "PNAMF" and our CUSIP number is 697840 10 6.

The information required by this section is incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2001.

~~Other than~~We entered into the ~~Share Exchange Agreement dated May 6, 2004 with Pan American Gold Corporation, a Nevada corporation, Graham Douglas and the shareholders of Pan American Nevada, we did not enter into any~~following material contracts during the ~~past~~ two ~~years.~~years immediately preceding the date of this annual report:

~~D. Exchange Controls~~

1.	Settlement Agreement dated January 20, 2006 with Richard Bachman.
2.	Termination Agreement dated February 6, 2006 with Matthew Mason and Pan American Nevada.
3.	Letter Agreement dated March 15, 2006 with Aztec Copper Inc.
4.	Subscription Agreement dated March 22, 2006 with Epsom Investment Services N.V.

5.	Letter Agreement dated May 10, 2006 between Pan American Gold Corporation and Ramon Farias.

6.	Debt Settlement and Subscription Agreement dated October 5, 2006 with Ramon Farias.
D.	Exchange Controls

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See "Taxation" below.

We consider that the following summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who at all material times deals at arm's length with ~~us,~~our company, who holds all common shares as capital property, who is resident in the United States, who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, ~~his/her/its~~his common shares inof our company in connection with carrying on a business in Canada (a "non-resident holder"). It is assumed that the common shares will at all material times be listed on a stock exchange that is prescribed for purposes of the IncomeTax Act (Canada) (the "ITA") and regulations thereunder. Investors should be aware that the Canadian federal income tax consequences applicable to holders of our common shares will change if, for any reason, we cease to be listed on a prescribed stock exchange. Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences of them purchasing, owing and disposing of our common shares should we cease to be listed on a prescribed stock exchange.

This summary is based upon the current provisions of the~~Income~~~~Tax Act~~~~(Canada) (the "ITA"),~~ ITA, the regulations thereunder, the Canada-United States Tax Convention as amended by the Protocols thereto (the "Treaty") as at the date of ~~this annual report~~the registration statement and the currently publicly announced administrative and assessing policies of the Canada ~~Customs and~~ Revenue Agency (the ~~"CCRA"~~"CRA"). This summary does not take into account Canadian provincial income tax consequences. This description is not exhaustive of all possible Canadian federal income tax consequences and does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action. This summary does, however, take into account all specific proposals to amend the ITA and regulations thereunder, publicly announced by the Government of Canada to the date hereof.

This summary does not address potential tax effects relevant to our company or those tax considerations that depend upon circumstances specific to each investor. Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences to them of purchasing, owning and disposing of common shares in our ~~common shares.~~company.

The ITA provides that dividends and other distributions deemed to be dividends paid or deemed to be paid by a Canadian resident corporation (such as our company) to a non-resident of Canada shall be subject to a non-resident withholding tax equal to 25% of the gross amount of the dividend of deemed dividend. Provisions in the ITA relating to dividend and deemed dividend payments to and gains realized by non-residents of Canada, who are residents of the United States, are subject to the Treaty. The Treaty may reduce the withholding tax rate on dividends as discussed below.

Article X of the Treaty as amended by the US-Canada Protocol ratified on November 9, 1995 provides a 5% withholding tax on gross dividends or deemed dividends paid to a United States corporation which beneficially owns at least 10% of ~~our~~the voting ~~stock.~~stock of the company paying the dividend. In cases where dividends or deemed dividends are paid to a United States resident (other than a corporation) or a United States corporation which beneficially owns less than 10% of ~~our~~the voting stock of a company, a withholding tax of 15% is imposed on the gross amount of the dividend or deemed dividend paid. We ~~will~~would be required to withhold any such tax from the dividend and remit the tax directly to ~~CCRA~~CRA for the account of ~~such shareholder.~~

~~The reduction in withholding tax from 25%, pursuant to~~ the ~~Treaty, will not be available:~~investor.

The Treaty generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization exclusively administering a pension, retirement or employee benefit fund or plan, if the organization is resident in the U.S. and is exempt from income tax under the laws of the U.S.

A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of one of our shares unless the share represents "taxable Canadian property" to the holder

thereof. Our common shares will be considered taxable Canadian property to a ~~share~~non-resident holder only if-.

owned not less than 25% of the issued shares of any class or series of our company at any time during the five year period preceding the disposition. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless:

If subject to Canadian tax on such a disposition, the taxpayer's capital gain (or capital loss) from a disposition is the amount by which the taxpayer's proceeds of disposition exceed (or are exceeded by) the aggregate of the taxpayer's adjusted cost base of the shares and reasonable expenses of disposition. For Canadian income tax purposes, the "taxable capital gain" is equal to one-half of the capital gain.

The following is a discussion of the material United States Federal income tax consequences, under current law, applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local, or foreign tax consequences. (See "Canadian Federal Income Tax Consequences" above.)

The following discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

The discussion below does not address potential tax effects relevant to our company or those tax considerations that depend upon circumstances specific to each investor. In addition, this

discussion does not address the tax consequences that may be relevant to particular investors subject to special treatment under certain U.S. Federal income tax laws, such as, dealers in securities, tax-exempt entities, banks, insurance companies and non-U.S. Holders. Purchasers of the common stock should therefore satisfy themselves as to the overall tax consequences of their ownership of the common stock, including the State, local and foreign tax consequences thereof (which are not reviewed herein), and should consult their own tax advisors with respect to their particular circumstances.

As used herein, a "U.S. Holder" includes a beneficial holder of common shares of our company who is a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, any trust if a US court is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, any entity created or organized in the United States which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of common shares of our company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to the common shares of our company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be deducted or may be credited against actual tax payable, subject to certain limitations and other complex rules, against the U.S. Holder's United States Federal taxable income. See "Foreign Tax Credit" below. To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital to the extent of the shareholder's basis in the common shares of our company and thereafter as gain from the sale or exchange of the common shares of our company. Preferential tax rates for net long term capital gains may be applicable to a U.S. Holder which is an individual, estate or trust.

In general, dividends paid on our common shares will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.

A U.S. Holder who pays (or who has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the election of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its world-wide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern income such as

"passive income", "high withholding tax interest", "financial services income", "shipping income" and certain other classifications of income. A U.S. Holder who is treated as a domestic U.S. corporation owning 10% or more of our voting stock is also entitled to a deemed paid foreign tax credit in certain circumstances for the underlying foreign tax of our company related to dividends received or Subpart F income received from us. (See the discussion below of Controlled Foreign Corporations). The availability of the foreign tax credit and the application of the limitations on the foreign tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

If a "U.S. Holder" is holding shares as a capital asset, a gain or loss realized on a sale of our common shares will generally be a capital gain or loss, and will be long-term if the shareholder has a holding period of more than one year. However, gains realized upon sale of our common shares may, under certain circumstances, be treated as ordinary income, if we were determined to be a "collapsible corporation" within the meaning of Code Section 341 based on the facts in existence on the date of the sale (See below for definition of "collapsible corporation"). The amount of gain or loss recognized by a selling U.S. Holder will be measured by the difference between (i) the amount realized on the sale and (ii) his tax basis in our common shares. Capital losses are deductible only to the extent of capital gains. However, in the case of taxpayers other than corporations (U.S.)$3,000 ($1,500 for married individuals filing separately) of capital losses are deductible against ordinary income annually. In the case of individuals and other non-corporate taxpayers, capital losses that are not currently deductible may be carried forward to other years. In the case of corporations, capital losses that are not currently deductible are carried back to each of the three years preceding the loss year and forward to each of the five years succeeding the loss year.

A "collapsible corporation" is a corporation that is formed or availed principally to manufacture, construct, produce, or purchase prescribed types or property that the corporation holds for less than three years and that generally would produce ordinary income on its disposition, with a view to the stockholders selling or exchanging their stock and thus realizing gain before the corporation realizes two thirds of the taxable income to be derived from prescribed property. Prescribed property includes: stock in trade and inventory; property held primarily for sale to customers in the ordinary course of business; unrealized receivables or fees, consisting of rights to payment for noncapital assets delivered or to be delivered, or services rendered or to be rendered to the extent not previously included in income, but excluding receivables from selling property that is not prescribed; and property gain on the sale of which is subject to the capital gain/ordinary loss rule. Generally, a shareholder who owns directly or indirectly 5 percent or less of the outstanding stock of the corporation may treat gain on the sale of his shares as capital gain.

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Registrant. Our management is of the opinion that there is little, if not, any likelihood that we will be deemed a "Foreign Personal Holding Company", a "Foreign Investment Company" or a "Controlled Foreign Corporation" (each as defined below) under current and anticipated conditions.

If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, actually or constructively, by five or fewer individuals

who are citizens or residents of the United States and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), we would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares in our capital would be required to include in income for such year their allocable portion of our passive income which would have been treated as a dividend had that passive income actually been distributed.

If 50% or more of the combined voting power or total value of our outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging our common shares to be treated as ordinary income rather than capital gains.

A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a passive foreign investment company ("PFIC") is subject to U.S. federal income taxation of that foreign corporation under one of two alternative tax methods at the election of each such U.S. Holder.

Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by value (or, if the company is a controlled foreign corporation or makes an election, adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. For taxable years of U.S. persons beginning after December 31, 1997, and for tax years of foreign corporations ending with or within such tax years, the Taxpayer Relief Act of 1997 provides that publicly traded corporations must apply this test on a fair market value basis only. The Registrant believes that it is a PFIC.

As a PFIC, each U.S. Holder must determine under which of the alternative tax methods it wishes to be taxed. Under one method, a U.S. Holder who elects in a timely manner to treat the Registrant as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which we qualify as a PFIC on his pro-rata share of our (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) our taxable year ends, regardless of whether such amounts are actually distributed. Such an election, once made shall apply to all subsequent years unless revoked with the consent of the IRS.

A QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; (ii) treat his share of our net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether (see discussion of interest charge below), or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of our annual realized net capital gain and ordinary earnings subject, however,

to an interest charge. If the Electing U.S. Holder is an individual, such an interest charge would be not deductible.

The procedure a U.S. Holder must comply with in making an timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which we are a PFIC. If the U.S. Holder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed QEF Election"), then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files its tax return for such first year. If, however, we qualified as a PFIC in a prior year, then the U.S. Holder may make an "Unpedigreed QEF Election" by recognizing as an "excess distribution" (i) under the rules of Section 1291 (discussed below), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date (Deemed Sale Election) or (ii) if we are a controlled foreign corporation ("CFC"), the Holder's pro rata share of the corporation's earnings and profits (Deemed Dividend Election) (But see "Elimination of Overlap Between Subpart F Rules and PFIC Provisions"). The effect of either the deemed sale election or the deemed dividend election is to pay all prior deferred tax, to pay interest on the tax deferral and to be treated thereafter as a Pedigreed QEF as discussed in the prior paragraph. With respect to a situation in which a Pedigreed QEF election is made, if we no longer qualify as a PFIC in a subsequent year, normal Code rules and not the PFIC rules will apply.

If a U.S. Holder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares and (ii) certain "excess distributions", as specially defined, by our company. An "excess distribution" is any current-year distribution in respect of PFIC stock that represents a rateable portion of the total distributions in respect of the stock during the year that exceed 125 percent of the average amount of distributions in respect of the stock during the three preceding years.

A Non-electing U.S. Holder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to our first taxable year during such U.S. Holder's holding period and beginning after January, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Holder also would be liable for interest on the deferred tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Holder that is an individual is not allowed a deduction for interest on the deferred tax liability. The portions of gains and distributions that are not characterized as "excess distributions" are subject to tax in the current year under the normal tax rules of the Internal Revenue Code.

If we are a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares, then we will continue to be treated as a PFIC with respect to such common Shares, even if it is no longer by definition a PFIC. A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. If a U.S. Holder makes a QEF Election that is not a Pedigreed Election (i.e., it is made after the first year during which we are a PFIC and the U.S. Holder holds our shares) (a "Unpedigreed

Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first becomes effective. U.S. Holders should consult their tax advisors regarding the specific consequences of making a Non-Pedigreed QEF Election.

Certain special, generally adverse, rules will apply with respect to the common shares while we are a PFIC whether or not it is treated as a QEF. For example under Section 1297(b)(6) of the Code (as in effect prior to the Taxpayer Relief Act of 1997), a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.

The foregoing discussion is based on currently effective provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance that any of these proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. Holders of the Registrant are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in our company. For a discussion of the impact of the Taxpayer Relief Act of 1997 on a U.S. Holder of a PFIC, see "Mark-to-Market Election For PFIC Stock Under the Taxpayer Relief Act of 1997" and "Elimination of Overlap Between Subpart F Rules and PFIC Provisions" below.

Mark-to-Market Election for PFIC Stock Under the Taxpayer Relief Act of 1997

The Taxpayer Relief Act of 1997 provides that a U.S. Holder of a PFIC may make a mark-to-market election with respect to the stock of the PFIC if such stock is marketable as defined below. This provision is designed to provide a current inclusion provision for persons that are Non-Electing Holders. Under the election, any excess of the fair market value of the PFIC stock at the close of the tax year over the Holder's adjusted basis in the stock is included in the Holder's income. The Holder may deduct any excess of the adjusted basis of the PFIC stock over its fair market value at the close of the tax year. However, deductions are limited to the net mark-to-market gains on the stock that the Holder included in income in prior tax years, or so called "unreversed inclusions." For purposes of the election, PFIC stock is marketable if it is regularly traded on (1) a national securities exchange that is registered with the SEC, (2) the national market system established under Section II A of the Securities Exchange Act of 1934, or (3) an exchange or market that the IRS determines has rules sufficient to ensure that the market price represents legitimate and sound fair market value.

A Holder's adjusted basis of PFIC stock is increased by the income recognized under the mark-to-market election and decreased by the deductions allowed under the election. If a U.S. Holder owns PFIC stock indirectly through a foreign entity, the basis adjustments apply to the basis of the PFIC stock in the hands of the foreign entity for the purpose of applying the PFIC rules to the tax treatment of the U.S. owner. Similar basis adjustments are made to the basis of the property through which the U.S. persons hold the PFIC stock.

Income recognized under the mark-to-market election and gain on the sale of PFIC stock with respect to which an election is made is treated as ordinary income. Deductions allowed under the election and loss on the sale of PFIC with respect to which an election is made, to the extent that the amount of loss does not exceed the net mark-to-market gains previously included, are treated as ordinary losses. The U.S. or foreign source of any income or losses is determined as if the amount were a gain or loss from the sale of stock in the PFIC.

If PFIC stock is owned by a CFC (discussed below), the CFC is treated as a U.S. person that may make the mark-to-market election. Amounts includible in the CFC's income under the election are treated as foreign personal holding company income, and deductions are allocable to foreign personal holding company income.

The above provisions apply to tax years of U.S. persons beginning after December 31, 1997, and to tax years of foreign corporations ending with or within such tax years of U.S. persons.

The rules of Code Section 1291 applicable to nonqualified funds as discussed above generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. If Code Section 1291 is applied and a mark-to-market election was in effect for any prior tax year, the U.S. Holder's holding period for the PFIC stock is treated as beginning immediately after the last tax year of the election. However, if a taxpayer makes a mark-to-market election for PFIC stock that is a nonqualified fund after the beginning of a taxpayer's holding period for such stock, a co-ordination rule applies to ensure that the taxpayer does not avoid the interest charge with respect to amounts attributable to periods before the election.

If more than 50% of the voting power of all classes of stock or the total value of the stock of our company is owned, directly or indirectly, by U.S. Holders, each of whom own after applying rules of attribution 10% or more of the total combined voting power of all classes of stock of our company, we would be treated as a "controlled foreign corporation" or "CFC" under Subpart F of the Code. This classification would bring into effect many complex results including the required inclusion by such 10% U.S. Holders in income of their pro rata shares of "Subpart F income" (as defined by the Code) of our company and our earnings invested in "U.S. property" (as defined by Section 956 of the Code). In addition, under Section 1248 of the Code if we are considered a CFC at any time during the five year period ending with the sale or exchange of its stock, gain from the sale or exchange of common shares of our company by such a 10% U.S. Holder of our common stock at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because we may never be a CFC, a more detailed review of these rules is beyond of the scope of this discussion.

Under the Taxpayer Relief Act of 1997, a PFIC that is also a CFC will not be treated as a PFIC with respect to certain 10% U.S. Holders. For the exception to apply, (i) the corporation must be a CFC within the meaning of section 957(a) of the Code and (ii) the U.S. Holder must be subject to the current inclusion rules of Subpart F with respect to such corporation (i.e., the U.S. Holder is a "United States Shareholder," see "Controlled Foreign Corporation," above). The exception only applies to that portion of a U.S. Holder's holding period beginning after December 31, 1997. For that portion of a United States Holder before January 1, 1998, the ordinary PFIC and QEF rules continue to apply.

As a result of this new provision, if we were ever to become a CFC, U.S. Holders who are currently taxed on their pro rata shares of Subpart F income of a PFIC which is also a CFC will not be subject to the PFIC provisions with respect to the same stock if they have previously made a Pedigreed QEF Election. The PFIC provisions will however continue to apply to U.S Holders for any periods in which Subpart F does not apply (for example he is no longer a 10% Holder or we are no longer a CFC) and to U.S. Holders that did not make a Pedigreed QEF Election unless the U.S. Holder elects to recognize gain on the PFIC shares held in our company as if those shares had been sold.

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES ~~IN THE CAPITAL~~ OF OUR COMPANY.

Documents concerning our company referred to in this annual report may be viewed during normal business hours at our registered and records office at Suite 800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1 by making an appointment.

As at the date of this annual report, we have two subsidiaries, Pan American Gold Corporation, a company incorporated pursuant to the laws of the State of Nevada and ~~680102 B.C. Ltd.~~Compania Minera P.A.M. de C.V., a ~~Company~~company incorporated ~~under~~pursuant to the laws of ~~the Province of British Columbia, which is currently inactivated.~~Mexico.

~~ITEM 14 Material Modifications to the Rights of Security Holders and Use of Proceeds~~

~~ITEM 15 Controls and Procedures~~

ITEM 13	Defaults, Dividend Arrearages and Delinquencies
	Not applicable.
ITEM 14	Material Modifications to the Rights of Security Holders and Use of Proceeds
	Not applicable.
ITEM 15	Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this annual report, being ~~November 30, 2003.~~December 31, 2006. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's ~~president~~President and ~~chief executive officer.~~Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our company's ~~president~~President and ~~chief executive officer~~Chief Executive Officer and our Chief Financial Officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no ~~significant~~ changes in our ~~company's~~ internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or ~~in other factors, which could significantly~~are reasonably likely to materially affect our internal controls ~~subsequent to the date we carried out our evaluation.~~

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our

company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's ~~president~~President and ~~chief executive officer~~Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

~~ITEM 16A Audit Committee Financial Expert~~

ITEM 16	Reserved
ITEM 16A	Audit Committee Financial Expert

Our ~~Board~~board of ~~Directors~~directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item ~~401(e)~~407(d)(5)(ii) of Regulation S-B, and is "independent" as the term is ~~used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.~~defined by Nasdaq Marketplace Rule 4200(a)(15).

We believe that the members of our ~~Board~~board of ~~Directors~~directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Effective July 15, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's ~~president~~President (being our ~~principal executive officer)~~Principal Executive Officer) and our company's ~~vice president and chief financial officer~~Chief Financial Officer (being our ~~principal financial~~Principal Financial and ~~accounting officer~~Accounting Officer and ~~controller)~~Controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our ~~president~~President or ~~secretary.~~Secretary.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within

our company, consistent with generally accepted accounting principles, and federal, , provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's ~~president~~President or ~~secretary.~~Secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the ~~president~~President or ~~secretary,~~Secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or ~~potent ial~~potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics iswas filed ~~herewith~~ with the Securities and Exchange Commission as Exhibit 14.1 to ~~this~~our annual ~~report.~~report filed on July 15, 2004. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Pan American Gold Corporation, Suite ~~604 - 750~~501 – 1540 West ~~Pender Street,~~2nd Avenue, Vancouver, British Columbia, Canada ~~V6C 2T7.~~V6J 1H2.

Our board of directors appointed ~~Bedford Curry & Co.~~Manning Elliott LLP, Chartered Accountants, as independent auditors to audit our financial statements for the fiscal year ended December 31, ~~2003.~~2006. The aggregate fees billed by ~~Bedford Curry & Co.~~Manning Elliott LLP for professional services rendered for the audit of our annual financial statements included in this ~~Annual Report~~annual report for the fiscal year ended December 31, ~~2003~~2006 were ~~$4,000.~~

~~The aggregate fees billed by Morgan & Company (our former auditors) for professional services rendered for the audit of our annual financial statements~~$21,500 and for the fiscal year ended December 31, ~~2002~~2005 were ~~$2,939.~~$15,500.

For the fiscal year ended December 31, ~~2003,~~2006 and 2005, the aggregate fees billed for assurance and related services by ~~Bedford Curry & Co.~~Manning Elliot LLP relating to our quarterly financial statements which are not reported under the caption "Audit Fees" above, were ~~$Nil.~~$12,500 and $10,000, respectively.

For the fiscal year ended December 31, ~~2002, the aggregate fees billed for assurance~~2006 and ~~related services by Morgan & Company (our former auditors) relating to our quarterly financial statements which are not reported under the caption "Audit Fees" above, were $Nil.~~

~~For the fiscal year ended December 31, 2003,~~2005, the aggregate fees billed for tax compliance, tax advice and tax planning by ~~Bedford Curry & Co.~~Manning Elliott LLP were ~~$Nil.~~$Nil and $Nil, respectively.

For the fiscal year ended December 31, ~~2002, the aggregate fees billed for tax compliance, tax advice~~2006 and ~~tax planning by Morgan & Company (our former auditors)were $Nil.~~

~~For the fiscal year ended December 31, 2003,~~2005, the aggregate fees billed by ~~Bedford Curry & Co.~~Manning Elliott LLP for other non-audit professional services, other than those services listed above, totalled ~~$Nil.~~$Nil and $5,000, respectively.

~~For the fiscal year ended December 31, 2002, the aggregate fees billed by Morgon & Company for other non-audit professional services, other than those services listed above, totalled $Nil.~~

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Bedford Curry & Co. is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.45 -

The audit committee has considered the nature and amount of the fees billed by Bedford Curry & Co., and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Bedford Curry & Co. independence.

~~ITEM 16E Purchases of Equity Securities the Company and Affiliated Purchasers~~

Audited Financial Statements for the ~~Years Ended~~years ended December 31, ~~2003~~2006 and ~~2002 (audited):~~2005:

We have audited the accompanying consolidated balance ~~sheet~~sheets of ~~Tri-Lateral Venture~~Pan American Gold Corporation as at December 31, ~~2003~~2006 and 2005 and the related consolidated statements of ~~loss,~~operations, shareholders' ~~deficiency~~equity and cash flows for the ~~year~~years ended December 31, ~~2003.~~2006, 2005, and 2004. 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.~~audits.

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

In our opinion, ~~these~~the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~the Company~~Pan American Gold Corporation as at December 31, ~~2003~~2006 and 2005 and the consolidated results of ~~its~~their operations and ~~its~~their cash flows for the ~~year~~years ended December 31, ~~2003~~2006, 2005, and 2004 in ~~accordance~~conformity with Canadian generally accepted accounting principles.

The financial statements as at December 31, 2002 and for the years ended December 31, 2002 and 2001 were audited by other auditors who expressed an opinion without reservation on those financial statements in their report dated

COMMENTS BY ~~AUDITOR~~AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company's ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company ~~has a working capital deficiency~~is in the process of exploring its resource properties and has ~~incurred substantial losses from operations,~~not yet determined whether the properties contain ore reserves that are economically recoverable, which raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our report to the shareholders dated ~~May 13, 2004~~April 30, 2007 is expressed in accordance with Canadian reporting standards which do not permit a reference to such uncertainty in the auditors' report when the uncertainty is adequately disclosed in the financial statements.

Pan American Gold Corporation

(Anan Exploration Stage Company)

We have audited the balance sheets of Tri-Lateral Venture Corporation as at December 31, 2002 and 2001 and the statements of loss, shareholders' deficiency and cash flows for each of the years in the three years ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian and United States of America generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001 and the results of its operations and its cash flows for each of the years in the three years ended December 31, 2002 in accordance with Canadian generally accepted accounting principles.

~~Vancouver, Canada~~	~~/s/ Morgan & Company~~
~~April 15, 2003~~	~~Chartered Accountants~~

~~COMMENTS BY AUDITOR FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT~~

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company's ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company has a working capital deficiency and has incurred substantial losses from operations, which raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our report to the shareholders dated April 15, 2003 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such uncertainty in the auditors' report when the uncertainty is adequately disclosed in the financial statements.

~~Vancouver, Canada~~
~~April 15, 2003~~

~~/s/ Morgan & Company~~
~~Chartered Accountants~~

~~Tel: (604) 687-5841~~
~~Fax: (604) 687-0075~~
~~www.mrogan-cas.com~~

~~MEMBER OF~~
~~ACPA~~
~~INTERNATIONAL~~

~~P.O. Box 10007 Pacific Centre~~
~~Suite 1488 - 700 West Georgia Street~~
~~Vancouver, BC V7Y 1A1~~

~~TRI-LATERAL VENTURE CORPORATION~~
~~(An Exploration Stage Company)~~
~~BALANCE SHEETS~~

~~December 31, 2003 and 2002~~
(~~Stated in Canadian Dollars~~)

ASSETS
2003
2002
Current

Cash
$2,729
$13,384
GST receivable
1,970
907

___________________
___________________

4,699
14,291
Resource properties - Note 3
12,775
12,656

___________________
___________________

$17,474
$26,947

___________________
___________________
LIABILITIES
Current

Accounts payable and accrued liabilities - Notes 6 and 7
$56,078
$272,627
Loans payable - Notes 4, 6 and 7
50,408
725,424

___________________
___________________

106,486
998,051

___________________
___________________
SHAREHOLDERS' DEFICIENCY
Share capital - Note 5
6,769,726
5,783,259
Contributed surplus
2,000
2,000
Deficit
(6,860,738)
(6,756,363)

___________________
___________________

(89,012)
(971,104)

___________________
___________________

$17,474
$26,947

___________________
___________________

~~Nature and Continuance~~Consolidated Statements of Operations ~~- Note 1~~

~~ON BEHALF OF THE BOARD:~~
~~/s/ Greg Burnett, Director~~		~~/s/ Kevin Hanson, Director~~

~~SEE ACCOMPANYING NOTES~~

~~TRI-LATERAL VENTURE CORPORATION~~
~~(An Exploration Stage Company)~~
~~STATEMENTS OF LOSS~~
~~for~~For the years ended December 31, ~~2003, 2002~~2006, 2005 and ~~2001~~

(~~Stated in Canadian Dollars~~)2004

2003
2002
2001
Administrative Expenses

Accounting fees - Note 6
$12,875
$12,085
$9,846
Bad debts
-
-
58,333
Bank charges and interest - Note 6
8,875
50,233
71,600
Consulting fees - Note 6
32,500
30,000
30,000
Filing fees
17,154
12,087
1,417
Legal fees
13,862
23,918
41,549
Rent, office and administration - Note 6
10,131
7,437
6,174
Transfer agent
6,814
11,724
20,385
Travel and promotion
-
5,950
696

__________________
__________________
__________________
Loss before other items
(102,211)
(153,434)
(240,000)
Other items

Business investigation costs
-
-
(26,725)
Interest earned
26
388
63,415
Gain on forgiveness of debt
5,310
-
-
Gain on settlement of accounts payable
-
51,072
5,000
Loss on write-off of promissory note receivable
-
(500,000)
-
Write-off of resource property costs - Note 3
(7,500)
-
-

__________________
__________________
__________________
Net loss for the year
$(104,375)
$(601,974)
$(198,310)

__________________
__________________
__________________
Weighted average number of shares outstanding
4,051,237
3,372,054
3,372,054

__________________
__________________
__________________
Basic and diluted loss per share
$(0.03)
$(0.18)
$(0.06)

__________________
__________________
__________________

~~SEE ACCOMPANYING NOTES~~

~~TRI-LATERAL VENTURE CORPORATION~~

Pan American Gold Corporation

(Anan Exploration Stage Company)
~~STATEMENTS OF CASH FLOWS~~
~~for~~

Consolidated Statements of Cash Flows

For the years ended December 31, ~~2003, 2002~~2006, 2005 and ~~2001~~
(~~Stated in Canadian Dollars~~)2004

2003
2002
2001
Operating Activities

Net loss for the year
$(104,375)
$(601,974)
$(198,310)
Items not affecting cash:

Gain on settlement of accounts payable
-
(51,072)
(5,000)
Gain on forgiveness of debt
(5,310)
-
-
Loss on write-off of promissory note receivable
-
500,000
-
Write-off of resource property costs
7,500
-
-
Changes in non-cash working capital items
related to operations:

GST receivable
(1,063)
96
4,992
Prepaid expense
-
-
10,000
Accounts payable and accrued liabilities
49,804
62,388
126,754

__________________
__________________
__________________
Cash used in operating activities
(53,444)
(90,562)
(61,564)

__________________
__________________
__________________
Investing Activities

Increase in promissory note receivable
-
-
(500,000)
Increase in resource properties costs
(7,619)
(12,656)
-

__________________
__________________
__________________
Cash used in investing activities
(7,619)
(12,656)
(500,000)

__________________
__________________
__________________
Financing Activity

Increase (decrease) in loans payable
50,408
(120,080)
767,080

__________________
__________________
__________________
Increase (decrease) in cash
(10,655)
(223,298)
205,516

Cash, beginning of year
13,384
236,682
31,166

__________________
__________________
__________________
Cash, end of year
$2,729
$13,384
$236,682

__________________
__________________
__________________
Supplemental disclosure of cash flow information:

Cash paid for:

Interest
$-
$-
$-

__________________
__________________
__________________
Income taxes
$-
$-
$-

__________________
__________________
__________________

~~Non-cash Transactions - Note 7~~

~~SEE ACCOMPANYING NOTES~~

~~TRI-LATERAL VENTURE CORPORATION~~
Pan American Gold Corporation

(Anan Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity

December 31, 2006 and 2005

	Common Shares				Deficit Accumulated During the
	Issued Shares	Amount	Contributed Surplus	Share Subscriptions	Exploration Stage	Total

Balance, December 31, 2004	34,052,039	$ 7,446,962	$ 156,461	$ 692,671	$ (7,843,310)	$ 452,784

Future income tax recovery	-	(63,804)	-	-	-	(63,804)
Stock based compensation	-	-	64,359	-	-	64,359
Shares issued	875,077	692,671	-	(692,671)	-	-
Net loss	-	-	-	-	(428,078)	(428,078)

Balance, December 31 2005	34,927,116	8,075,829	220,820	-	(8,271,388)	25,261

Shares returned to treasury	(800,000)	(174,977)	(130,152)	-	-	(305,129)
Shares issued	1,000,000	578,700	-	-	-	578,700
Common shares issued for debt settlement	100,000	30,000	-	-	-	30,000
Stock based compensation	-	-	132,655	-	-	132,655
Net loss	-	-	-	-	(290,284)	(290,284)

Balance December 31, 2006	35,227,116	$ 8,509,552	$ 223,323	$ -	$ (8,561,672)	$ 171,203

~~STATEMENTS OF SHAREHOLDERS' DEFICIENCY~~
~~for~~

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, ~~2000 to 2003~~
(~~Stated in Canadian Dollars~~)2006, 2005 and 2004

Deficit

Accumulated

During the

Common Stock
Preferred Stock
Contributed
Exploration

Issued Shares
Amount
Issued Shares
Amount
Surplus
Stage
Total
Balance, December 31, 2000
3,372,054
$5,783,259
$10,000
$2,000
$-
$(5,956,079)
$(170,820)
Cancellation of preferred shares
-
-
(10,000)
(2,000)
2,000
-
-
Net loss for the year ended
December 31, 2001

- -

- -

- -

- -

- -

(198,310)

(198,310)
__________________
__________________
__________________
__________________
__________________
__________________
__________________
Balance, December 31, 2001
3,372,054
5,783,259
-
-
2,000
(6,154,389)
(369,130)
Net loss for the year ended
December 31, 2002

- -

- -

- -

- -

- -

(601,974)

(601,974)
__________________
__________________
__________________
__________________
__________________
__________________
__________________
Balance, December 31, 2002
3,372,054
5,783,259
-
-
2,000
(6,756,363)
(971,104)
Issuance of shares pursuant to debt
settlement agreements

986,467

986,467

- -

- -

- -

- -

986,467
Net loss for the year ended
December, 31, 2003

- -

- -

- -

- -

- -

(104,375)

(104,375)
__________________
__________________
__________________
__________________
__________________
__________________
__________________
Balance, December 31, 2003
4,358,521
$6,769,726
-
$-
$2,000
$(6,860,738)
$(89,012)
__________________
__________________
__________________
__________________
__________________
__________________
__________________

~~SEE ACCOMPANYING NOTES~~

~~TRI-LATERAL VENTURE CORPORATION~~
~~(An Exploration Stage Company)~~
~~NOTES TO THE FINANCIAL STATEMENTS~~
~~December 31, 2003 and 2002~~
(~~Stated in Canadian Dollars~~)1. NATURE OF OPERATIONS

~~Note 1Nature and Continuance of Operations~~

Pan American Gold Corporation (the "Company"), incorporated in Ontario, Canada, is a public company listed on the OTC Bulletin Board in the United States. On May 6, 2004 the Company changed its name from Tri-Lateral Venture Corporation to Pan American Gold Corporation.

The Company is in the exploration stage and its principal business activity is ~~currently investigating~~the sourcing and exploration ~~opportunities. The Company currently has title to 10 patented mineral claims located in the Red Lake Mining Division~~ of ~~Ontario.~~resource properties.

~~These financial statements have been prepared on a going concern basis.~~

At December 31, ~~2003~~2006 the Company ~~has~~had a working capital deficiency of ~~$101,787~~$5,504 (2005: $85,553) and had an accumulated deficit of $8,561,672 (2005: $8,271,388) which has been financed primarily by the issuance of equity. The Company is in the process of exploring its resource properties and has ~~accumulated losses~~not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of ~~$6,860,738 since inception. Its ability to continue as a going concern~~amounts shown for resource properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain ~~the~~ necessary financing to ~~meet~~complete the development, and upon future profitable production or proceeds from the disposition thereof.

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its ~~obligations~~assets and ~~repay~~discharge its liabilities ~~arising~~in other than the normal course of business and at amounts different from ~~normal business operations when they come due.~~those reflected in the accompanying financial statements.

~~The Company was incorporated pursuant to the Ontario Business Corporations Act on April 24, 1967 as Jolly Jumper Products~~

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of America Limited. The Company changed its name on September 25, 1987 to Sun Valley Hot Springs Ranch Inc., on March 26, 1991 to Tri-Lateral Free Trade Inc., on June 19, 1995 to Tri-Lateral Investments CorporationConsolidation and ~~on October 2, 1998 to Tri-Lateral Venture Corporation.~~Basis of Accounting

~~Note 2Significant Accounting Policies~~

~~The~~These consolidated financial statements include the accounts of the Company ~~have been~~and its wholly-owned subsidiaries, Pan American Gold Corporation (Nevada) and Compania Minera P.A.M. de C.V., and are prepared in Canadian dollars in accordance with ~~Canadian~~ generally accepted accounting principles in Canada. All inter-company transactions and balances have been eliminated upon consolidation.

Resource Properties

The company accounts for resource properties in accordance with the Canadian Institute of Chartered Accountants Handbook Section 3061, "Property, plant and equipment" ("~~GAAP"~~CICA 3061"), and abstract EIC 126, "Accounting by Mining Enterprises for Exploration Costs" ("EIC 126") of the Emerging Issues Committee. CICA 3061 provides for the capitalization of the acquisition and exploration costs of a mining property where such costs are ~~stated~~considered to have the characteristics of property, plant and equipment. EIC 126 provides that a mining enterprise is not precluded from considering exploration costs to have the characteristics of property, plant and equipment when it has not established mineral reserves objectively and, therefore, does not have a basis for preparing a projection of the estimated future net cash flow from the property.

Resource properties include initial acquisition costs and related option payments, which are recorded when paid. Exploration and development costs are capitalized until properties are brought into production, at which time costs are amortized on a unit of production basis over economically recoverable reserves. Option payments are credited against resource property costs when received. No gain or loss on disposition of a partial interest is recorded until all carrying costs of the interest have been offset by proceeds of sale or option payments received.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Resource Properties (continued)

CICA 3061 also provides that property, plant and equipment be written down when the long-term expectation is that the net carrying amount will not be recovered. EIC 126 states that a mining enterprise which has not objectively established mineral reserves and, therefore, does not have a basis for preparing a projection of the estimated future cash flow from a property is not obliged to conclude that the capitalized costs have been impaired.

However, EIC 126 references certain conditions that should be considered in determining subsequent write-downs, such as changes or abandonment of a work program or poor exploration results, and management reviews such conditions to determine whether a write-down of capitalized costs is required. When the carrying value of a property exceeds its net recoverable amount, provision is made for the impairment in value.

Investment in Limited Partnership

The Company accounted for its limited partnership investment using the cost basis of accounting, whereby the initial investment is recorded at cost and earnings are recorded only to the extent received or receivable. The Company annually reviewed the carrying value of its limited partnership investment for any decline in fair value other than a temporary decline. If such a decline had occurred, the carrying value of the limited partnership investment would have been written down to fair value.

Foreign Currency Translation

The accounts of the Company's non-Canadian subsidiaries, which are considered to be dependent on the Company, and transactions of Canadian ~~dollars. Except as disclosed~~operations denominated in ~~Note 10, these financial statements conform in all material respects with GAAP in~~foreign currencies are translated to Canadian dollars using the ~~United States of America. Because a precise determination of many~~temporal method. Under this method, monetary assets and liabilities ~~is dependent upon future events,~~are translated at current rates of exchange and other assets and liabilities are translated at historical rates of exchange. Revenues and expenses are translated at average rates of exchange for the ~~preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates.~~year. All exchange gains and losses are recognized currently in earnings.

~~The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:~~

~~(a)Basic and Diluted~~ Loss Per Share

Basic loss per share ~~("LPS")~~ is calculated ~~by dividing loss applicable to common shareholders by~~using the ~~weighted-average~~weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. For the years presented, this calculation proved to be anti-dilutive.

Stock Based Compensation

The Company has a stock option plan which is described in Note 7. The Company follows the recommendations in CICA Handbook Section 3870 "Stock-Based Compensation and Other Stock-Based Payments", which provides standards for the ~~year. Diluted LPS reflects~~recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services. In accordance with these recommendations, stock options are recorded at their fair value on the ~~potential dilution that could occur if potentially dilutive securities were exercised or converted~~date of grant as compensation expense. On the exercise of stock options, share capital is credited for consideration received and for fair value amounts previously credited to ~~common stock. As at~~contributed surplus.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, ~~2003~~2006, 2005 and ~~2002, there were no potentially dilutive securities outstanding. Therefore, there was no difference~~2004

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Income taxes are accounted for under the asset and liability method. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using substantively enacted tax rates expected to be recovered or settled. The effect on future tax assets and liabilities of changes in tax rates is recognized in income in the ~~calculation~~period that substantive enactment occurs.

Flow Through Shares

The Company follows the recommendations of ~~basic and diluted LPS in 2003 and 2002.~~Emerging Issues Committee - 146 ("EIC-146") of the Canadian Institute of Chartered Accountants with respect to flow-through shares. The application of EIC-146 requires the recognition of the foregone tax benefit of exploration expenditures renounced to shareholders. In accordance with these recommendations the carrying value of the shares issued is reduced by the tax effect of the benefits renounced to subscribers on the date the Company renounces the tax credits associated with the exploration expenditures, provided there is reasonable assurance that the expenditures will be made.

~~Note 2Significant Accounting Policies~~ ~~- (cont'd)~~

~~(b)Fair Market Value of~~ Financial Instruments

The Company's financial instruments consist of cash, other receivables, investment in limited partnership, accounts payable and accrued ~~liabilities~~expenses, loans payable and promissory note.

The loans ~~payable. Loans~~ payable are ~~interest-free.~~non interest-bearing. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values ~~unless otherwise noted.~~except where separately disclosed.

~~(c)Income Taxes~~

Use of Estimates

The ~~Company has adopted~~preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on the differences between the tax basis~~reported amounts of assets and liabilities and ~~those~~disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Asset Retirement Obligations

The Company follows the Canadian Institute of Chartered Accountants' Handbook Section 3110 "Asset Retirement Obligations" in accounting for its resource properties. This standard requires liability recognition for retirement obligations associated with the Company's resource properties. The standard requires the Company to recognize the fair value of the liability for an asset retirement obligation in the ~~financial statements. The future tax assets or liabilities are calculated using the tax rates for the periods~~period in which ~~the differences are expected to be settled. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.~~

~~(d)Resource Properties~~it is incurred and ~~Deferred Exploration Costs~~

The acquisition of mineral properties are recorded at cost. Exploration and development costs relating to these properties are deferred until the properties are brought into production, at which time the costs are amortized on the unit of production basis, or until the properties are abandoned or sold, at which time the costs are written off. Mineral properties are abandoned, when the claims are no longerrecord a corresponding increase in ~~good standing or the agreements covering the claims are in default, and in either case, management had determined that abandonment is appropriate. Management reviews~~ the carrying value of the related long-lived asset. Fair value is estimated using the present value of the estimated future cash outflows. The liability is subsequently adjusted for the passage of time, and is recognized as an accretion expense in the statements of operations. The increase in the carrying value of the asset is amortized on the same basis as resource properties. As of December 31, 2006 and 2005, the Company did not have any asset retirement obligations.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

3. INVESTMENT IN LIMITED PARTNERSHIP

The Company had an interest in Doon Investments, an Alberta limited partnership involved in the petroleum and natural gas industry.

To acquire its limited partnership interest, the Company issued a promissory note for $2,926,910, bearing interest at 4.75% per annum to November 30, 2008 and 7% per annum thereafter, repayable on December 29, 2009 and secured entirely by a charge on the Company's interest in the limited partnership. Interest was payable annually on June 30. Under the terms of the promissory note, the Company’s share of partnership cash distributions would be applied first to the payment of accrued interest and then to the payment of the principal amount of the promissory note.

Total interest incurred on the promissory note for the year ended December 31, 2006 was $61,255 (2005: $137,057; 2004: $149,893).

During the year ended December 31, 2006, the Company disposed of the partnership interest and settled the promissory note for net proceeds of $10,000. A gain of $278,860 resulted from this disposition.

4. RESOURCE PROPERTIES

2006

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

4. RESOURCE PROPERTIES (Continued)

2005

Huicicila Property, Nayarit State, Mexico

On May 15, 2006 the Company acquired a right to earn a 100% interest in mineral properties onat Huicicila (Miravalles) in Nayarit State, Mexico. The current claims consist of four properties totalling 994 hectares.

The Company will obtain an option to acquire a ~~periodic basis~~100% interest in the property, subject to a net smelter royalty, by completing the following:

Year 1 – Initial payment of US $20,000 (paid) and ~~will recognize impairment in value based upon current exploration results,~~a second payment of US $40,000 six months subsequent to the ~~prospect of further work being carried out by~~initial payment. The due date for this second payment has been extended until May 12, 2007. Additionally, the Company ~~the assessment~~is required to complete fieldwork commitments of ~~future probability~~US $100,000 (paid) on direct exploration of ~~profitable revenues from~~ the property ~~or from the sale~~in that year.

Year 2 – Payment of ~~property.~~

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which to not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitment to a plan of action basedUS $120,000 on the ~~then known facts.~~anniversary date of the option period and field work commitment of US $200,000 is required to be completed.

Year 3 – Payment of US $170,000 on the anniversary date of the option period and field work commitment of US $300,000 is required to be completed.

Year 4 – Payment of US $750,000 of which, at the discretion of the Company, up to 50% will be payable in shares of the Company.

~~Note 3Resource Properties~~The agreement also provides that:

Up to 25% of the payments noted above may be made in shares, at the rate of one share for each US $0.60 payment.

Fieldwork expenditures exceeding required amounts will be credited to the following year.

The optionor of the Huicicila property is a director of the Company.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

4. RESOURCE PROPERTIES (Continued)

Lennie Property, ~~- Red Lake,~~ Ontario, Canada

2003
2002
Deferred Exploration Costs

Balance, beginning of the year
$5,156
$-
Property taxes and interest
7,619
2,156
Travel and site visit
-
3,000

__________________
__________________
Balance end of the year
12,775
5,156

__________________
__________________
Other Properties, Red Lake, Ontario

Balance, beginning of the year
$7,500
$-
Advance option payment
-
7,500
Write-off of resource property costs
(7,500)
-

__________________
__________________
Balance, end of year
-
7,500

__________________
__________________

$12,775
$2,656

__________________
__________________

~~2. Lennie Property, Red Lake, Ontario~~

Pursuant to an option agreement dated August 31, 1995, the Company earned a 100% interest in 10 mineral claims located in the Red Lake area of Ontario, subject to a 2% net smelter return royalty upon the commencement of production. ~~In previous years, management~~

Eskay Creek Property, British Columbia, Canada

Pursuant to an agreement dated January 16, 2004, the Company acquired a 75% interest in the Eskay Creek property, consisting of 75 mineral claims located in the Skeena and Laird mining divisions in British Columbia. Under the terms of the agreement, the Company ~~had written-down~~was required to pay all costs incurred in exploring and developing the ~~value of these~~property until such time as a positive feasibility study has been received, after which the property would be developed with the vendor under a joint venture agreement. The claims ~~by $660,078, but retained title~~were subject to a 2% net smelter return royalty, payable to the ~~claims. During~~vendor, upon the ~~year ended December 31, 2002, the Company renewed its interest in these claims.~~commencement of production.

~~3. Other Properties, Red Lake, Ontario~~

During the year ended December 31, ~~2002,~~2006, this property was returned to the vendor in exchange for 800,000 common shares of the Company ~~made an advance~~being returned to treasury. Shares returned to treasury were valued at $305,129 and charged to share capital in the amount of $174,977 and contributed surplus in the amount of $130,152. There was no gain or loss recorded in conjunction with this transaction as the value received was equal to the cost of the property at disposition.

Dorado and Nevada Properties, Copiapo, Chile

Pursuant to a letter of intent dated July 22, 2004, the Company had the option ~~payment~~to earn up to a 100% interest in 15 exploration and exploitation claims in Copiapo, Chile. In order to earn the interest, the Company was required to pay the optionor U.S.$125,000 by December 4, 2004, of ~~$7,500~~which U.S.$9,000 had been paid by December 31, 2004. The claims were subject to a 2% net smelter return royalty, payable to the optionor, on all mineral production. These options were terminated during 2005.

Kinsley and Pinnacle Properties, Nevada, U.S.A.

Pursuant to letter agreements dated December 8, 2003, the Company acquired a 60% interest in ~~respect~~the Kinsley and Pinnacle properties, consisting of 205 claims in the Elko and Nye counties in Nevada. Under the terms of the agreements, the Company was required to ~~acquiring 2 mineral claims located in Red Lake, Ontario.~~make option payments of U.S.$1,050,000 through December 8, 2006 and pay all fees necessary to maintain the claims. The Company ~~was negotiating a mineral property option agreement~~would have earned its interest after it had advanced the properties through bankable feasibility. The Company terminated the letter agreements and wrote off its Kinsley and Pinnacle properties in ~~respect~~2004.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to ~~these mineral claims.~~ Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

5. LOANS PAYABLE

Loans payable are unsecured, non-interest bearing and have no fixed terms of repayment.

6. SHARE CAPITAL

Preference shares

The Company has unlimited non-voting convertible redeemable non-cumulative 6% authorized preference shares without par value. As of December 31, 2006 and 2005, there were no preference shares issued or outstanding.

Common shares

The Company has an unlimited number of authorized common shares without par value.

Private placements

During the year ended December 31, ~~2003, management of~~2006, the Company ~~decided~~completed a private placement whereby it issued 1,000,000 units for net proceeds of $578,700. Each unit consisted of one common share and one share purchase warrant exercisable at US$0.80 until April 10, 2007.

During the year ended December 31, 2006, the Company settled debt of $30,000 by issuing 100,000 common shares.

On April 26, 2005, the Company issued 225,302 flow-though units for proceeds of $187,000 and 229,242 units for proceeds of $190,271. Each flow-through unit consisted of one flow-through common share and one warrant entitling the holder to ~~abandon its option~~purchase one common share for $0.83 until October 5, 2005. Each unit consisted of one common share and ~~accordingly has written-off total costs incurred~~one warrant entitling the holder to purchase one common share for $0.83 until October 5, 2005.

On March 7, 2005, the Company issued 420,533 units for proceeds of ~~$7,500.~~$315,400. Each unit consisted of one common share and one warrant entitling the holder to purchase one common share for $0.83 until March 7, 2006.

~~Note 4Loans Payable~~Returned to Treasury

~~Loans payable consists~~

During the year, 800,000 shares were returned to treasury. Shares returned to treasury were valued at $305,129 and charged to share capital in the amount of $174,977 and contributed surplus in the ~~following:~~amount of $130,152.

2003
2002
Non-interest bearing, no specific terms for repayment and unsecured

$50,408

$225,424

Promissory notes payable, owing to directors of the Company, bearing interest at 10% per annum, unsecured and payable on demand

- -

250,000

Promissory notes payable, bearing interest at 10% per annum, unsecured and payable on demand

- -

250,000
__________________
__________________

$50,408
$725,424
__________________
__________________

~~Note 5Share Capital~~

~~Authorized~~
~~Unlimited common shares, without par value~~
~~Unlimited non-voting convertible redeemable non-cumulative 6% preference shares, without par value~~

~~Note 6Related Party Transactions~~Pan American Gold Corporation

~~During~~(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, ~~the Company incurred the following expenses with directors~~2006, 2005 and ~~a company and a partnership with a common director:~~

2003
2002
2001
Accounting fees
$10,375
$8,100
$7,681
Consulting fees
30,000
30,000
30,000
Interest expense
4,166
25,000
35,417
Rent
6,000
6,000
6,000
__________________
__________________
__________________

$50,541
$69,100
$79,098
__________________
__________________
__________________
2004

~~Note 6Related Party Transactions~~ ~~- (cont'd)~~

6. SHARE CAPITAL (continued)

Warrants:

2006

2005

7. STOCK OPTION PLAN AND STOCK BASED COMPENSATION

Stock Option Plan

On August 16, 2006, the Company adopted a stock option plan applicable to key employees and consultants, under which the total outstanding stock options are limited to 3,000,000 of the outstanding common shares of the Company at any one time. The ~~expenses were measured~~exercise price for each option is determined by the Board of Directors and must be equal to or greater than the market value of the Company's common shares on the date of grant. The term of an option may not exceed ten years from the grant date.

Under the Company's stock option plan, 1,200,000 options were granted on October 18, 2006, vesting at various dates through July 18, 2007 and expiring October 18, 2011.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

7. STOCK OPTION PLAN AND STOCK BASED COMPENSATION (Continued)

Stock Option Plan (continued)

Changes in the Company's stock options for the years ended December 31, 2006 and 2005 are summarized below:

At December 31, 2006, there were 300,000 (2005: 1,133,334) exercisable options outstanding.

Stock Based Compensation

The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Changes in assumptions can materially affect estimates of fair values. For purposes of the calculation, the following assumptions were used:

	2006	2005	2004
Risk free interest rate	4.00%	-	3.00%
Expected dividend yield	0%	-	0%
Expected stock price volatility	126%	-	0%
Expected life of options	5 years	-	5 years

The grant-date fair value of options granted during the year ended December 31, 2006 was $0.24 (2005: $Nil; 2004 $0.21).

Total stock-based compensation for the year ended December 31, 2006 was $132,655 (2005: $64,359; 2004: $186,641), recorded as consulting fees in the statement of operations.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

8. NON CASH TRANSACTIONS

During the year ended December 31, 2006, the Company issued 100,000 shares to settle accounts payable of $30,000.

During the year ended December 31, 2006, 800,000 shares were returned to treasury in exchange ~~amount,~~for the Company’s rights in respect of the Eskay Creek property.

9. RELATED PARTY TRANSACTIONS

The Company had the following related party transactions, recorded at their exchange amounts, which is the amount agreed upon by the transacting parties ~~and are~~ on terms and conditions similar to non-related ~~entities.~~entities:

~~Accounts payable and accrued liabilities includes $30,432 (2002: $182,225) owing to directors of the Company.~~

~~Loans payable includes promissory notes payable to directors of the Company for $Nil (2002: $250,000) and a loan payable of $43,500 (2002: $78,424) owing to a shareholder of the Company.~~
a)
During the year ended December 31, 2006 the Company incurred consulting fees of $132,655 (2005: $210,504; 2004: $322,305) and management fees of $40,777 (2005: $Nil; 2004: $Nil) with directors and former directors.

b)	During the year ended December 31, 2006 the Company settled accounts payable to a director of $30,000 by issuing 100,000 common shares.

c)	As described in Note 4, the optionor of the Huicicila property is a director.

d)	Accounts payable and accrued expenses includes $16,653 (2005: $ 85,008; 2004: $993) owing to directors and former directors.

e)	Resource properties include consulting fees paid to directors of $83,822 (2005: $Nil).

10. INCOME TAXES

The following table reconciles the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, ~~2003, the Company settled accounts payable to directors totalling $131,877~~2006, 2005 and ~~promissory notes payable to a director totalling $314,583 by issuing 446,460 common shares valued~~2004

10. INCOME TAXES (Continued)

The following table reflects future income tax assets as at ~~$446,460.~~

~~Note 7Non-cash Transactions~~

~~Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows as follows:~~

~~- During the year ended~~ December 31, ~~2003, the Company settled accounts payable totalling $261,043~~2006 and ~~loans payable totalling $725,424 by issuing 986,467 common shares valued at $986,467. These transactions were excluded from the statements of cash flows.~~

~~Note 8Corporation Income Tax Loss Carryforwards~~

~~At December 31, 2003 the Company has accumulated non-capital losses totalling $1,318,400 which are available to offset future years' taxable income. These losses expire as follows:~~

	~~December 31, 2004~~	~~$353,593~~
	~~December 31, 2005~~	~~214,852~~
	~~December 31, 2006~~	~~145,005~~
	~~December 31, 2007~~	~~113,043~~
	~~December 31, 2008~~	~~222,794~~
	~~December 31, 2009~~	~~166,928~~
	~~December 31, 2010~~	~~102,185~~
		~~__________________~~
		~~$1,318,400~~
		~~__________________~~

562005:

~~Note 8Corporation Income Tax Loss Carryforwards~~ ~~- (cont'd)~~

At December 31, 2003 the Company has accumulated Canadian Exploration Expenses of $762,367 and Canadian Development Expenses of $32,391. These expenses carryforward indefinitely and are available to offset certain taxable income of future years at various rates per year.

The Company has ~~also accumulated~~ a capital loss of $500,000 which can be carried forward indefinitely to reduce future ~~years'~~ capital gains.

The Company has non-capital losses of $1,072,368. The non-capital losses expire annually on December 31 as follows:

2007	$ 113,043
2008	222,794
2009	166,928
2014	5,310
2015	429,801
2026	134,492
	$1,072,368

The Company also has Canadian Exploration Expenses of $779,575, Canadian Development Expenses of $33,385, and Foreign Exploration and Development Expenses of $162,792 available to offset future taxable income. These expenses carry-forward indefinitely and are deductible at various declining-balance rates.

The Company does not have any other future income tax assets or liabilities. The Company has recorded a valuation allowance against its future income tax assets based on the extent to which it is more likely than not that sufficient taxable income will not be realized during the ~~carryforward~~carry-forward periods to utilize all future tax assets.

~~Note 9Subsequent Events~~

~~On May 6, 2004 the Company split its common stock on the basis of seven new shares for one old share.~~

~~On May 6, 2004 the Company entered into a Share Purchase Agreement (the "Agreement") to acquire all of the issued and outstanding shares~~11. SUBSEQUENT EVENTS

a)	On March 5, 2007, the Company issued 814,140 units for total proceeds of $81,414. Each unit consisted of one common share and one warrant entitling the holder to purchase one common share for $0.20 until March 5, 2009.

b)	On March 5, 2007, the Company revised the option price from $0.35 to $0.20 per share on 1,200,000 stock options expiring October 18, 2011.

c)	On April 10, 2007, 1,000,000 warrants exercisable at US$0.80 expired unexercised.

Pan American Gold Corporation ~~("Pan American") by issuing 3,370,000 post-split shares of its common stock. The former shareholders of Pan American would then own 9.9% of~~

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the ~~Company's issued~~years ended December 31, 2006, 2005 and outstanding shares. Pan American is a private resource company with an interest in undeveloped resource properties in British Columbia, Canada and Nevada, United States of America. The Agreement closed on May 7, 2004.2004

~~On May 6, 2004, the Company and changed its name to "Pan American Gold Corporation".~~

~~Note 10Differences between Canadian and United States Accounting Principles~~

~~The~~

12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States.

~~Note 10Differences between Canadian and United States Accounting Principles~~ ~~- (cont'd)~~

The Company's accounting principles generally accepted in Canada ("Canadian GAAP") differ from accounting principles generally accepted in the United States ("USU.S. GAAP") as follows:

a)Resource ~~Properties~~

properties - Under Canadian GAAP, ~~resource property~~ acquisition ~~costs~~ and exploration costs ~~may be deferred and amortized to the extent they meet certain criteria.~~are capitalized. Under USU.S. GAAP, ~~acquisition costs and~~ exploration costs ~~must be~~are expensed as incurred unless ~~the resource~~commercial feasibility is established. Under U.S. GAAP, mining properties ~~have proven reserves. Therefore, an additional acquisition and exploration expense is required under US GAAP.~~

b)~~Accounting~~are reviewed by management for ~~Income Taxes~~

~~Under~~impairment whenever circumstances change which could indicate that the asset and liability method of Statement of Financial Accounting Standards No. 109 ("SFAS-109"), deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to differences between the financial statements carrying amount of ~~existing~~these assets ~~and liabilities and their respective tax bases, measured using the provisions of enacted tax laws. A deferred tax asset with respect to loss carry-forwards and timing differences would~~may not be ~~recognized~~recoverable. Such review has not been completed as there are no capitalized properties for U.S. GAAP purposes.

b)Recent pronouncements

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and ~~the application~~income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of ~~US GAAP does~~relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of this statement did not ~~result in a material difference from Canadian GAAP.~~

~~New Accounting Standards~~

~~Management does not believe that any recently issued but not effective accounting standards, if currently adopted, could~~ have a material effect on the ~~accompanying~~Company's reported financial ~~statements.~~position or results of operations.

~~Note 10Differences~~In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

c) Reconciliation of Canadian and U.S. GAAP - The impact of the above differences between Canadian and United States ~~Accounting Principles- (cont'd)~~generally accepted accounting principles on the statements of operations, the balance sheets and the statements of cash flows are as follows:

~~c) The impact~~

Balance Sheets:

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

Statements of Operations:

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

Statements of Cash Flows:

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

For the years ended December 31, 2006, 2005 and 2004

12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

d) Earnings per share reconciliation – Under U.S. GAAP the Company must provide a reconciliation of the ~~above on~~numerators and the ~~financial statements is as follows:~~

2003
2002
2001
Net loss for the year per Canadian GAAP
$(104,375)
$(601,974)
$(198,310)
Acquisition and deferred exploration
costs, net (a)

(119)

(12,656)

- -
__________________
__________________
__________________
Net loss for the year per US GAAP
$(104,494)
$(614,630)
$(198,310)
__________________
__________________
__________________
Primary loss per share US GAAP
$(0.03)
$(0.18)
$(0.06)
__________________
__________________
__________________
Weighted average number of shares
outstanding per US GAAP

4,051,237

3,372,054

3,372,054
__________________
__________________
__________________
Total assets per Canadian GAAP
$17,474
$26,947
$737,685
Acquisition and deferred exploration
costs (a)

(12,775)

(12,656)

- -
__________________
__________________
__________________
Total assets per US GAAP
$4,699
$14,291
$737,685
__________________
__________________
__________________
Shareholders' deficiency

Balance, end of year per Canadian GAAP
$(89,012)
$(971,104)
$(369,130)
Acquisition and deferred exploration
costs (a)

(12,775)

(12,656)

- -
__________________
__________________
__________________
Balance, end of the year per US GAAP
$(101,787)
$(983,760)
$(369,130)
__________________
__________________
__________________
denominators of basic and diluted earnings per share:

ITEM 19

Exhibits

~~ITEM 19 Exhibits~~

Exhibits Required by Form 20-F

Exhibit Number / Description

~~(1) Articles of Incorporation and By-laws:~~

(1)

Articles of Incorporation and By-laws:

1.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.2 Supplementary Letters Patent dated October 16, 1970 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.3 Articles of Revival dated September 25, 1987 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.4 Articles of Amendment dated March 26, 1991 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.5 Articles of Revival dated February 3, 1995 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.6 Articles of Amendment dated June 19, 1995 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.7 Articles of Amendment dated October 2, 1998 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

1.8*1.8 Articles of Amendment dated May 6, 2004 (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

1.9 By-laws (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on November 27, 2002).

(4)

Material Contracts

4.1 Form of Subscription Agreement entered into with Patrick Brauckmann and Abeir Haddad. (incorporated by reference from our Registration Statement on Form 20-F filed on July 15, 2005).

~~(10) Material Contracts~~4.2 Option Agreement dated February 1, 2005 with Minera Cerro El Diablo Inc. (incorporated by reference from our Registration Statement on Form 20-F filed on July 15, 2005).

~~10.1* Share Purchase~~4.3 Membership Interest Liquidation Agreement dated December 31, 2004 with Cactus Precious Metals LLC. (incorporated by reference from our Registration Statement on Form 20-F filed on July 15, 2005).

4.4 Subscription Agreement dated March 7, 2005 entered into with Hugh Steine. (incorporated by reference from our Registration Statement on Form 20-F filed on July 15, 2005).

- 69 -

4.5 Settlement Agreement dated January 20, 2006 with Richard Bachman (incorporated by reference from our Current Report on Form 6-K filed on January 26, 2006).

4.6 Termination Agreement dated February 6, 2006 with Matthew Mason and Pan American Nevada (incorporated by reference from our Registration Statement on Form 20-F filed on June 30, 2006).

4.7 Letter Agreement dated March 15, 2006 with Aztec Copper Inc. (incorporated by reference from our Current Report on Form 6-K filed on April 28, 2006).

4.8 Subscription Agreement dated March 22, 2006 with Epsom Investment Services N.V. (incorporated by reference from our Registration Report on Form 20-F filed on June 30, 2006)

4.9 Letter Agreement dated May ~~6, 2004, amongst our company,~~10, 2006 between Pan American Gold Corporation ~~Graham Douglas~~ and Ramon Farias (incorporated by reference from our Current Report on Form 6-K filed on May 17, 2006).

4.10* Agreement of Purchase and Sale dated June 9, 2006 with 2006 Hydro Blue Ltd., as trustee of the ~~shareholders of Pan American Gold Corporation.~~Blue Chad Family Trust.

10.2*4.11* Debt Settlement and Subscription Agreement dated ~~December 8, 2003 between Nevada Sunrise, LLC and Pan American Gold Corporation, a Nevada corporation.~~October 5, 2006 with Ramon Farias.

(11)

Code of Ethics

~~10.3* Agreement dated December 8, 2003, between Nevada Sunrise, LLC and Pan American Gold Corporation, a Nevada corporation.~~

~~10.4* Property Sale and Purchase Agreement dated January 16, 2004, between Matthew J. Mason and 680102 B.C. Ltd.~~

~~10.5* First Amended and Restated Operating Agreement of Cactus Precious Metals LLC, effective November 26, 2003.~~

~~(11)~~11.1 Code of Ethics (incorporated by reference from our Registration Statement on Form 20-F, as amended, filed on July 15, 2004).

(12)

302 Certification

~~11.1* Code of Ethics~~

~~(12) 302 Certification~~

12.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 for ~~Richard Bachman.~~Steve Bajic.

12.2* Section 302 Certification under Sarbanes-Oxley Act of 2002 for ~~Michael Sweatman.~~Martin Bajic.

~~(13) 906 Certification~~

13.1* 12.3* Section 906 Certification under Sarbanes-Oxley Act of ~~2002.~~2002 for Steve Bajic.

12.4* Section 906 Certification under Sarbanes-Oxley Act of 2002 for Martin Bajic.

*Filed herewith

~~SIGNATURE~~

~~Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the~~

- 70 -

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report ~~to be signed~~ on its ~~behalf by the undersigned, hereunto duly authorized.~~behalf.

PAN AMERICAN GOLD CORPORATION

~~Per: /s/ Richard Bachman~~
~~Richard Bachman,~~

Per:	/s/ Steve Bajic
	Steve Bajic
	President and Chief Executive Officer

Dated : July ~~15, 2004~~10, 2007

CW1278148.2

CANADIAN GAAP	2003	2002	2001	2000	1999
Net Sales or Operating Revenue	-	-	-	-	-
Direct Costs	-	-	-	-	-
Operating Expenses	-	-	-	-	-
Administrative Expenses	$102,211	$153,434	$240,000	$85,007	$104,811
Amortization and Asset Write-down	$7,500	-	-	-	-
Income (Loss) From Operations	($104,375)	($601,974)	($198,310)	($77,410)	($110,091)
Other Income	-	-	-	-	-
Net Income (Loss) from Continuing Operations	-	-	-	-	-
Net Income (Loss) from Discontinued Operations	-	-	-	-	-
Net Income (Loss) for the year	($104,375)	($601,974)	($198,310)	($77,410)	($110,091)
Net Income (Loss) from Operations per Common Share	(0.03)	(0.18)	(0.06)	(0.02)	(0.05)
Income (Loss) from Continuing Operations per Common Share	-	-	-	-	-
Total Assets	$17,474	$26,947	$737,685	$47,161	$3,894
Net Assets	$17,474	$26,947	$737,685	$47,161	$3,894
Capital Stock	$6,769,726	$5,783,259	$5,783,259	$5,783,259	$5,783,259
Number of Common Shares (adjusted to reflect changes in capital)	4,358,521	3,372,054	3,372,054	3,372,054	3,372,054
Diluted Net Income per Common Share	(0.03)	(0.18)	(0.06)	(0.02)	(0.05)
Long-Term Debt	-	-	-	-	-
Cash Dividends per Common Share	-	-	-	-	-

CANADIAN GAAP	2006	2005	2004	2003	2002
Net Sales or Operating Revenue	-	-	-	-	-
Administrative Expenses	$492,825	$301,154	$521,421	$102,211	$153,434
Amortization and Asset Write-down	$11,574	$62,081	$554,261	$7,500	-
Income (Loss) From Operations	($290,284)	($491,882)	($982,572)	($102,211)	($153,434)
Other Income	-	-	-	-	-
Income (Loss) from Continuing Operations	-	-	-	-	-
Net Income (Loss) from Discontinued Operations	-	-	-	-	-
Net Income (Loss) for the year	($290,284)	($428,078)	($982,572)	($104,375)	($601,974)
Net Income (Loss) from Operations per Common Share	($0.01)	($0.01)	($0.03)	($0.03)	($0.18)
Income (Loss) from Continuing Operations per Common Share	-	-	-	-	-
Total Assets	$307,117	$3,250,702	$3,428,573	$17,474	$26,947
Net Assets	$171,203	$25,261	$452,784	($89,012)	(971,104)
Capital Stock	$8,509,552	$8,075,829	$7,446,962	$6,769,726	$5,783,259
Number of Common Shares (adjusted to reflect changes in capital)	35,227,116	34,927,116	34,052,039	4,358,521	3,372,054
Diluted Net Income per Common Share	($0.01)	($0.01)	($0.03)	($0.03)	($0.18)
Long-Term Debt	-	$3,134,515	$2,923,968	-	-
Cash Dividends per Common Share	-	-	-	-	-

UNITED STATES GAAP	2003	2002	2001	2000	1999
Net Sales or Operating Revenue	-	-	-	-	-
Direct Costs	-	-	-	-	-
Operating Expenses	-	-	-	-	-
Administrative Expenses	-	-	-	-	-
Amortization and Asset Write-down	-	-	-	-	-
Income (Loss) From Operations	-	-	-	-	-
Other Income	-	-	-	-	-
Net Income (Loss) from Continuing Operations	-	-	-	-	-
Net Income (Loss) from Discontinued Operations	-	-	-	-	-
Net Income (Loss) for the year	($104,494)	($614,630)	($198,310)	($77,410)	($110,091)
Net Income (Loss) from Operations per Common Share	($0.03)	($0.18)	($0.06)	($0.02)	($0.05)
Income (Loss) from Continuing Operations per Common Share	-	-	-	-	-
Total Assets	$4,699	$14,291	$737,685	$217,981	$97,304
Net Assets	-	-	-	-	-
Capital Stock	-	-	-	-	-
Number of Common Shares (adjusted to reflect changes in capital)	4,051,237	3,372,054	3,372,054	3,372,054	3,372,054
Diluted Net Income per Common Share	-	-	-	-	-
Long-term Debt	-	-	-	-	-
Cash Dividends per Common Share	-	-	-	-	-

UNITED STATES GAAP	2006	2005	2004	2003	2002
Net Sales or Operating Revenue	-	-	-	-	-
Other Income	-	-	-	-	-
Net Income (Loss) for the year	($431,380)	($418,268)	($1,298,007)	($104,494)	($614,630)
Net Income (Loss) from Operations per Common Share	($0.01)	($0.01)	($0.04)	($0.03)	($0.18)
Total Assets	$152,752	$2,932,303	$3,100,364	$4,699	$14,291
Number of Common Shares (adjusted to reflect changes in capital)	35,227,116	34,927,116	34,052,039	4,358,521	3,372,054
Cash Dividends per Common Share	-	-	-	-	-

Year Ended	Average
~~December 31, 1999~~	~~$1.493~~
~~December 31, 2000~~	~~$1.4855~~
~~December 31, 2001~~	~~$1.5489~~
December 31, 2002	$1.5642
December 31, 2003	$1.4008

~~Month ended~~	~~Low / High~~
~~October~~December 31, ~~2003~~2004	$~~1.3507 / $1.3043~~
~~November 30, 2003~~	~~$1.3362 / $1.2973~~1.3017
December 31, ~~2003~~2005	$~~1.3405~~1.212
December 31, 2006	$1.1340

Month ended	High / ~~$1.2923~~Low
December 2006	$1.1652/$1.1415
January ~~31, 2004~~2007	$~~1.3340 / $1.2690~~1.1824/$1.1647
February ~~29, 2004~~2007	$~~1.3442 / $1.3108~~1.1852/$1.1586
March ~~31, 2004~~2007	$~~1.3480 / $1.3097~~1.1810/$1.1530
April ~~30, 2004~~2007	$~~1.3711 / $1.3095~~1.1583/$1.1068
May ~~31, 2004~~2007	$~~1.3970 / $1.3580~~1.1136/$1.0701

ITEM 4	Information on the Company
A.	History and Development of the Company

1.	Upon signing	$50,000
2.	Upon receipt of Title Report	$50,000
3.	First Anniversary	$150,000
4.	Second Anniversary	$200,000
5.	Third Anniversary	$250,000
6.	Each Anniversary thereafter:	payment increases by $50,000

1.	Upon signing	$50,000 (paid in quarterly instalments of $12,500)
2.	First Anniversary	$75,000
3.	Second Anniversary	$100,000
4.	Third Anniversary	$125,000
5.	Each Anniversary thereafter:	payment increases by $25,000

Name / Office Held / Age	Area of Expertise/Function	~~Business Experience~~
~~Richard Bachman~~Steve Bajic President, Chief Executive Officer and Director Age 4937	As the President, Chief Executive Officer and director, Mr. ~~Bachman~~Bajic is responsible for the overall management of the affairs and business of ~~Pan American~~our company	~~Certified Professional Geologist with American Institute of Professional Geologists and Geological Engineer~~
~~Gregory Burnett~~Martin Bajic ~~Vice President, Corporate Affairs, Secretary and Director~~Chief Financial Officer Age: 4230	As the ~~Vice President, Corporate Affairs and Secretary,~~Chief Financial Officer, Mr. ~~Burnett~~Bajic is responsible for ~~keeping all records, making all necessary filings and supervising~~ the ~~general administration~~financial management of ~~Pan American.~~ the affairs of our company
Giovanni Lopez Director Age: 36	As a director, Mr. ~~Burnett~~Lopez is responsible for the management and supervision of the affairs and business of ~~Pan American~~our company	~~President of Carob Management Ltd., a private management consulting company.~~
~~Michael Sweatman~~Denny Roman Director Age: 5235	As a director, Mr. ~~Sweatman~~Roman is responsible for the management and supervision of the affairs and business of ~~Pan American~~our company	~~Chartered Accountant~~

~~SUMMARY COMPENSATION TABLE~~B.	Compensation
~~Name and~~ ~~Principal~~ ~~Position~~	~~Year~~Particulars of compensation paid to:

	~~Annual Compensation~~(a)	~~Long Term Compensation~~	~~All Other~~ ~~Compen-~~ ~~sation~~
~~Salary~~	~~Bonus~~	~~Other~~ ~~Annual~~ ~~Compen-~~ ~~sation~~⁽²⁾		~~Awards~~⁽¹⁾		~~Payouts~~
				~~Securities~~ ~~Under~~ ~~Options/~~ ~~SARs~~ ~~Granted~~	~~Restricted~~ ~~Shares or~~ ~~Restricted~~ ~~Share Units~~	~~LTIP~~ ~~Payouts~~
~~Gregory Burnett~~ the Company's Chief Executive Officer ~~President, and Director~~⁽³⁾("CEO");

SUMMARY COMPENSATION TABLE
		Annual Compensation			Long Term Compensation
					Awards ⁽¹⁾		Payouts
Name and Principal Position	Year	Salary	Bonus	Other Annual Compen-sation ⁽²⁾	Securities Under Options/ SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts	All Other Compen-sation
Steve Bajic⁽³⁾ President & CEO	2006 2005 2004	Nil N/A N/A	Nil N/A N/A	$40,777⁽⁴⁾ N/A N/A	500,000 N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A
Martin Bajic⁽⁵⁾ CFO	2006 2005 2004	Nil N/A N/A	Nil N/A N/A	$5,000 N/A N/A	200,000 N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A
Richard Bachman⁽⁶⁾ Former President and CEO	2006 2005 2004	Nil Nil Nil	Nil Nil Nil	Nil $95,346⁽⁷⁾ $59,561	Nil Nil 1,000,000⁽¹⁰⁾	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Michael Sweatman⁽⁸⁾ Former CFO	2006 2005 2004	Nil Nil Nil	Nil Nil Nil	$22,349⁽⁹⁾ $21,725 $32,069	Nil Nil 100,000⁽¹⁰⁾	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Gregory Burnett⁽¹¹⁾ Former President and CEO	2006 2005 2004	Nil Nil Nil	Nil Nil Nil	$6,849 $29,074⁽¹²⁾ $43,315	Nil Nil 200,000⁽¹⁰⁾	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

Name	Securities Under Options/SARs Granted (#)	Percent of Total Options/SARs Granted to Employees in Financial Year	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)	Expiration Date
Steve Bajic	500,000⁽¹⁾	41.67%	$0.35	$0.29	October 18, 2011
Martin Bajic	200,000⁽¹⁾	16.67%	$0.35	$0.29	October 18, 2011
Ramon Farias	100,000⁽¹⁾	8.3%	$0.35	$0.29	October 18, 2011

Name Office Held	Number of Common Shares Beneficially Owned as of ~~June 17, 2004~~⁽¹⁾May 11, 2006	Percentage⁽²⁾⁽¹⁾
~~Richard Bachman~~Steve Bajic President, Chief Executive Officer and Director	~~333,332~~525,000⁽³⁾⁽²⁾	~~1.08%~~1.5%
~~Gregory Burnett~~Martin Bajic ~~Vice President, Corporate Affairs, Secretary and Director~~Chief Financial Officer	~~2,204,982~~150,000⁽⁴⁾⁽³⁾	~~7.1%~~*
~~Michael Sweatman~~Giovanni Lopez ~~Chief Financial Officer and~~ Director	~~66,668~~75,000⁽⁵⁾⁽⁴⁾	*%
Denny Roman Director	Nil	N/A

Name of Optionees	Number of Options	Exercise Price ($)	Director/ Officer/ Employee/ Consultant	Grant Date	Expiry Date	Vesting Terms
Steve Bajic Chief Executive Officer, President and Director	500,000	$0.20⁽²⁾	Director/ Officer	October 18, 2006	October 18 2011	⁽¹⁾
Martin Bajic Chief Financial Officer	200,000	$0.20⁽²⁾	Officer	October 18, 2006	October 18, 2011	⁽¹⁾
Giovanni Lopez Director	100,000	$0.20⁽²⁾	Director	October 18, 2006	October 18, 2011	⁽¹⁾
Total	800,000

ITEM 7	Major Shareholders and Related Party Transactions
A.	Major Shareholders

Name	Amount Owned⁽¹⁾⁽²⁾	Percent of Class⁽³⁾
Richard Bachman	Nil	Nil%
Gregory Burnett	2,071,650	6.8%
Michael Sweatman	Nil	Nil%
Officers and Directors as a Group	2,071,650	6.8%

Name	Amount Owned⁽¹⁾	Percent of Class⁽²⁾
Prism Holdings Inc.	1,890,000	5.2%

ITEM 9	The Offer and Listing
A.	Offer and Listing Details

Month Ended	OTCBB High	OTCBB Low
April 30	No Trades	No Trades
May 31	No Trades	No Trades
June 30	$0.99	$0.54
July 1 - July 12	$1.06	$0.91

	OTC Bulletin Board
	High (U.S.$)	Low (U.S.$)
Annual Highs and Lows
2005	0.62	0.10
2006	0.99	0.12
Quarterly Highs and Lows
2005
First Quarter	0.62	0.25
Second Quarter⁽¹⁾	0.26	0.16
Third Quarter	0.22	0.14
Fourth Quarter	0.26	0.10
2006
First Quarter	0.99	0.26
Second Quarter	0.99	0.33
Third Quarter	0.51	0.26
Fourth Quarter	0.32	0.12
Monthly Highs and Lows
2007
January	0.22	0.14
February	0.23	0.15
March	0.17	0.10
April	0.15	0.08
May	0.13	0.09

ITEM 11	Quantitative and Qualitative Disclosures About Market Risk
	Not applicable.
ITEM 12	Description of Securities Other Than Equity Securities
	Not applicable.

ITEM 17	Financial Statements
	Refer to Item 18 - Financial Statements.
ITEM 18	Financial Statements

~~Vancouver, Canada~~	~~/s/ BEDFORD CURRY & CO.~~
~~May 13, 2004~~	~~Chartered Accountants~~

ASSETS	2003	2002
Current
Cash	$2,729	$13,384
GST receivable	1,970	907
	___________________	___________________
	4,699	14,291
Resource properties - Note 3	12,775	12,656
	___________________	___________________
	$17,474	$26,947
	___________________	___________________
LIABILITIES
Current
Accounts payable and accrued liabilities - Notes 6 and 7	$56,078	$272,627
Loans payable - Notes 4, 6 and 7	50,408	725,424
	___________________	___________________
	106,486	998,051
	___________________	___________________
SHAREHOLDERS' DEFICIENCY
Share capital - Note 5	6,769,726	5,783,259
Contributed surplus	2,000	2,000
Deficit	(6,860,738)	(6,756,363)
	___________________	___________________
	(89,012)	(971,104)
	___________________	___________________
	$17,474	$26,947
	___________________	___________________

						Deficit
						Accumulated
						During the
	Common Stock		Preferred Stock		Contributed	Exploration
	Issued Shares	Amount	Issued Shares	Amount	Surplus	Stage	Total
Balance, December 31, 2000	3,372,054	$5,783,259	$10,000	$2,000	$-	$(5,956,079)	$(170,820)
Cancellation of preferred shares	-	-	(10,000)	(2,000)	2,000	-	-
Net loss for the year ended December 31, 2001	- -	- -	- -	- -	- -	(198,310)	(198,310)
	__________________	__________________	__________________	__________________	__________________	__________________	__________________
Balance, December 31, 2001	3,372,054	5,783,259	-	-	2,000	(6,154,389)	(369,130)
Net loss for the year ended December 31, 2002	- -	- -	- -	- -	- -	(601,974)	(601,974)
	__________________	__________________	__________________	__________________	__________________	__________________	__________________
Balance, December 31, 2002	3,372,054	5,783,259	-	-	2,000	(6,756,363)	(971,104)
Issuance of shares pursuant to debt settlement agreements	986,467	986,467	- -	- -	- -	- -	986,467
Net loss for the year ended December, 31, 2003	- -	- -	- -	- -	- -	(104,375)	(104,375)
	__________________	__________________	__________________	__________________	__________________	__________________	__________________
Balance, December 31, 2003	4,358,521	$6,769,726	-	$-	$2,000	$(6,860,738)	$(89,012)
	__________________	__________________	__________________	__________________	__________________	__________________	__________________

	2003	2002
Deferred Exploration Costs
Balance, beginning of the year	$5,156	$-
Property taxes and interest	7,619	2,156
Travel and site visit	-	3,000
	__________________	__________________
Balance end of the year	12,775	5,156
	__________________	__________________
Other Properties, Red Lake, Ontario
Balance, beginning of the year	$7,500	$-
Advance option payment	-	7,500
Write-off of resource property costs	(7,500)	-
	__________________	__________________
Balance, end of year	-	7,500
	__________________	__________________
	$12,775	$2,656
	__________________	__________________

	2003	2002
Non-interest bearing, no specific terms for repayment and unsecured	$50,408	$225,424

Promissory notes payable, owing to directors of the Company, bearing interest at 10% per annum, unsecured and payable on demand	- -	250,000

Promissory notes payable, bearing interest at 10% per annum, unsecured and payable on demand	- -	250,000
	__________________	__________________
	$50,408	$725,424
	__________________	__________________