General Gold 10QSB 2005 Q3 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJanuary 31, 2005

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission File No.333-82277

GENERAL GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada			76-0594911
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
		Suite 107 - 1576 Merklin Street, White Rock, British Columbia, Canada V4B 5K2
		(Address of principal executive offices)
604.536.5687
(Issuer's telephone number, including area code)
	N/A
	(Former Name, Former Address if Changed Since last Report)

Check whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  o   No  x

[APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS]

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court.  Yes  o     No  o.

[APPLICABLE ONLY TO CORPORATE ISSUERS]

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:

As of March 1, 2005, there were12,620,000 shares of common stock, par value $0.001, outstanding.

Transitional Small Business Disclosure Format (Check One):  Yes  o     No  x

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial statements for the quarter ended January 31, 2005 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

General Gold Corporation

(A Development Stage Company)

January 31, 2005

Index

Balance Sheets F-1

Statements of Operations F-2

Statements of Cash Flows F-3

Notes to the Financial Statements F-4

General Gold Corporation

(A Development Stage Company)

Balance Sheets

(expressed in U.S. dollars)

	January 31, 2005 $	April 30, 2004 $
	(unaudited)	(audited)
ASSETS
Current Assets
Cash	5,353	–
Total Assets	5,353	–
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	2,044	5,490
Accrued liabilities	1,546	4,250
Due to related party (Notes 3(a) and (b))	10,940	6,801
Total Liabilities	14,530	16,541
Contingent Liability (Note 1)
Stockholders’ Deficit
Common Stock: 50,000,000 shares authorized with a par value of $0.001; 12,620,000 and 12,500,000 shares issued and outstanding, respectively	12,620	12,500
Additional Paid-in Capital (Discount) (Note 4)	17,057	(9,913)
Donated Capital (Note 3(c))	42,750	36,000
Deficit Accumulated During the Development Stage	(81,604)	(55,128)
Total Stockholders’ Deficit	(9,177)	(16,541)
Total Liabilities and Stockholders’ Deficit	5,353	–

F-1

(The accompanying notes are an integral part of the financial statements)

General Gold Corporation

(A Development Stage Company)

Statements of Operations

(expressed in U.S. dollars)

(unaudited)

	Accumulated from July 17, 1998 (Date of Inception) to January 31,	For the Three Months Ended		For the Nine Months Ended
		January 31,		January 31,
	2005	2005	2004	2005	2004
	$	$	$	$	$
Revenue	–	–	–	–	–
Expenses
Amortization of license and write-off	2,000	–	–	–	–
Donated overhead (Note 3(c))	14,250	750	750	2,250	2,250
Donated services (Note 3(c))	28,500	1,500	1,500	4,500	4,500
Filing and regulatory	2,545	–	–	375	–
General and administrative	11,931	11,252	–	12,050	–
Professional fees	39,265	2,511	1,657	7,301	5,350
Total Expenses	98,491	16,013	3,907	26,476	12,100
Loss from operations	(98,491)	(16,013)	(3,907)	(26,476)	(12,100)
Gain on forgiveness of debt	16,887	–	–	–	–
Net Loss for the Period	(81,604)	(19,923)	(3,907)	(30,386)	(12,100)
Basic Net Loss Per Share		–	–	–	–
Weighted Average Shares Outstanding		12,554,000	12,500,000	12,518,000	12,500,000

F-2

(The accompanying notes are an integral part of the financial statements)

General Gold Corporation

(A Development Stage Company)

Statements of Cash Flows

(expressed in U.S. dollars)

(unaudited)

	For the
	Nine Months Ended
	January 31,
	2005	2004
	$	$
Cash Flows to Operating Activities
Net loss	(26,476)	(12,100)
Adjustments to reconcile net loss to net cash used by operating activities:
Donated services	4,500	4,500
Donated overhead	2,250	2,250
Change in operating assets and liabilities:
Accounts payable and accrued liabilities	(6,150)	2,450
Net Cash Used in Operating Activities	(25,876)	(2,900)
Cash Flows From Financing Activities
Advances from a related party	4,139	2,900
Proceeds from issuance of common stock	27,090	–
Net Cash Provided by Financing Activities	31,229	2,900
Change in Cash	5,353	–
Cash - Beginning of Period	–	–
Cash - End of Period	5,353	–
Non-Cash Investing and Financing Activities	–	–
Supplemental Disclosures
Interest paid	–	–
Income tax paid	–	–

F-3

(The accompanying notes are an integral part of the financial statements)

General Gold Corporation

(A Development Stage Company

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

1. Development Stage Company

General Gold Corporation (the “Company”) was incorporated in the State of Nevada, U.S.A. on July 17, 1998 under the name Gentry Resources, Inc. Effective July 17, 2003, the Company changed its name to General Gold Corporation. The Company acquired a license in 1999 to market and distribute an oxygen enriched water product called “Biocatalyst”. However, due to a dispute with the original license holder, the Company lost its rights to the license.

The Company’s current business plan is as a “blank check” company. Under the Securities Act of 1933, a blank check company is defined as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies and is issuing “penny stock” securities.

The Company is a development stage company, in which management is devoting most of its activities to investigating business opportunities. Planned principal activities have not yet commenced. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and find an appropriate merger candidate. There is no guarantee that the Company will be able to raise any equity financing or find an appropriate merger candidate. As at January 31 2005, the Company has a working capital deficiency of $9,177 and accumulated losses of $81,604 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. There is substantial doubt regarding the Company’s ability to continue as a going concern.

2.	Summary of Significant Accounting Policies
	a)	Year End

The Company’s year-end is April 30.

b) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

The Company computes net income (loss) per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

d) Cash and Cash Equivalents

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

e) Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2005, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

General Gold Corporation

(A Development Stage Company

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)
	f)	Financial Instruments

The fair values of accounts payable, accrued liabilities and amounts due to a related party were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

g) Foreign Currency Translation

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

h) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109“Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

i) Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

General Gold Corporation

(A Development Stage Company

Notes to the Financial Statements

(expressed in U.S. dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)
	j)	Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

3.	Related Party Transactions/Balances
	(a)	At January 31, 2005, the President of the Company is owed $8,440 for cash advances and reimbursement of expenses paid on behalf of the Company. This amount is non-interest bearing and unsecured with no fixed terms of repayment.
	(b)	At January 31, 2005, a director of the Company is owed $2,500 for cash advances to the Company. This amount is non-interest bearing and unsecured with no fixed terms of repayment.
	(c)	The Company has received donated services and overhead from the current and former President of the Company valued at $500 per month for services and $250 per month for overhead.
	(d)	The amount owing to the former President of the Company was non-interest bearing and unsecured with no fixed terms of repayment. During the year ended April 30, 2003, $12,887 of expenses which consisted largely of professional fees, were paid for on behalf of the Company by this related party. The former President agreed to forgive all amounts owing to him and as a result, $16,887 was recognized during the year ended April 30, 2003 as a gain on forgiveness of debt.

4.	Common Stock
	(a)	On March 8, 2004, the Company affected a forward stock split on a five new shares for one old share basis as approved by the directors of the Company. All share amounts have been retroactively adjusted for all periods presented.
	(b)	On December 6, 2004, the Company issued 20,000 units at a price of $0.25 per unit for cash proceeds of $5,000, less issue costs of $485. Each unit consists of one share of common stock of the Company and one-half share purchase warrant. One warrant allows the holder to purchase one share of common stock of the Company at a price of $0.50.
	(c)	On January 18, 2005, the Company issued 100,000 units at a price of $0.25 per unit for cash proceeds of $25,000, less issue costs of $2,425. Each unit consists of one share of common stock of the Company and one-half share purchase warrant. One warrant allows the holder to purchase one share of common stock of the Company at a price of $0.50.
5.		Proposed Acquisition

On November 14, 2004, the Company entered into a letter of intent with Independence Mines, LLC (“Independence”) and Gold Range, LLC (“Gold”) with respect to the purchase of substantially all of the assets that Gold uses to conduct the business of Independence. Gold shall grant to Independence the option it now holds to the Independence mining claims in Lander County, Nevada. The purchase price for Independence includes $25,000 to be paid at the close of the acquisition, $25,000 to be paid when the option is converted to an acceptable lease in favor of Independence and a final $25,000 to be paid within 30 days of the lease recordation date. A total of 2,500,000 restricted common shares of the Company are to be issued with the final cash payment. Also, in addition to other underlying NSR requirements, the Company must pay a 1% net smelter royalty fee to Gold.

Item 2. Management's Discussion and Analysis or Plan of Operation.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The statements contained in this section include projections of future results and "forward-looking statements" as that term is defined in the Exchange Act. All statements that are included in this report, other than statements of historical fact, are forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations are disclosed in this report, including, without limitation, general business conditions.

OVERVIEW

Corporate History

We were incorporated on July 17, 1998 under the laws of the State of Nevada, under the name Gentry Resources, Inc., in the early developmental and promotional stages. On July 7, 2003, we changed our name to General Gold Corporation to reflect our targeted industry. To date, our only activities have been organizational, directed at raising our initial capital and developing our business plan. We have not commenced operations.

Our Current Business

As we do not presently have an operating business that we can pursue, we are seeking to either identify a suitable business opportunity or enter into a suitable business combination. Management of our company does not believe that we will be able to generate revenues without finding and completing the acquisition of a suitable business opportunity, such as the intended acquisition of Independence Mines, LLC as discussed below. In addition, if no suitable business opportunity is identified and concluded, such as with the successful conclusion of the acquisition of Independence Mines, LLC, shareholders will not realize any further return on their investment in our company, and there will be no market for our common shares.

We continue to seek a new business opportunity. Once a business opportunity has been identified, we will investigate and evaluate the business opportunity. In selecting a suitable business opportunity, management intends to focus on the potential for future profits and strength of current operating management of the business opportunity. We intend to focus on the mining exploration sector in regards to the nature of acquisitions or business opportunities to be evaluated. Management believes that the greatest potential lies in the resource sector, and specifically in the precious metals exploration sector. Nevertheless, this shall not preclude the investigation or evaluation of any other category of business or industry. We will conduct our own investigation to identify an appropriate business opportunity, and will seek a potential business opportunity from all known sources, relying principally upon personal contacts of our officers and directors, as well as indirect associations between them and other business and professional people.

Pending Acquisition of Independence Mines, LLC

On November 14, 2004 as amended December 31, 2004 we entered into a letter of intent with Independence Mines, LLC and Gold Range, LLC with respect to the purchase of substantially all of the assets (the "Assets") Gold Range LLC uses to conduct the business of Independence Mines, LLC (the "Business").

Upon the basis of representations and conditions to be set forth in a definitive written purchase agreement, Gold Range, LLC shall cause Independence Mines, LLC to be formed in Nevada and Gold Range, LLC shall grant to Independence the option it now holds to the Independence mining claims, tailings, underground workings, 25,000 feet of drill core and the mill and millsite, located in Lander County, Nevada in order to sell, convey, transfer and assign the Business, and all of the Assets used in the Business as it is currently being conducted. The Assets located in Lander County are situated in the Battle Mountain Gold District and include 240 acres surrounded by Newmont Gold’s Battle Mountain holdings. The Assets include, but are not limited to, land and associated mineral rights, any

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and all mining claims, leases or existing options on same, any drill logs and core, all vehicles, equipment, containers, mining permits, water rights both owned and under option as well as historical mining data and each and every engineering report, good or bad, and any and all operating rights of Gold Range, LLC. The letter of intent is subject to a due diligence and evaluation period, which expires on June 30, 2005. Should we elect to proceed after the expiration of this period we must close the acquisition within a reasonable period of time.

The total purchase price for Independence Mines, LLC shall be as follows:

1. $75,000 cash: $25,000 paid at closing, an additional $25,000 cash when the existing option is converted to an acceptable lease in favour of Independence Mines, LLC and the final $25,000 cash within 30 days of the lease recordation date.

2. 2,500,000 restricted common shares @ $0.001 par value issued with the final cash payment.

3. A 1% net smelter royalty payable to Gold Range, LLC in addition to other underlying NSR requirements.

We cannot provide any assurances that the acquisition of Independence Mines will close, as the transaction remains subject to numerous conditions precedent which, among other things, includes:

• the finalization of satisfactory formal documentation;

• the satisfactory completion of various searches and other due diligence reasonable or customary in such an acquisition;

• our obtaining financing sufficient to fund the purchase price;

• satisfactory review of title to the assets of Independence Mines;

• approval of our Board of Directors being obtained; and

• approval of the Board of Directors of Independence Mines and approval of all of the security holders of Independence Mines being obtained.

We are currently pursuing various financing options to fund the acquisition of Independence Mines, LLC and broaden the ownership of our company.

On November 17, 2004 our Board of Directors appointed Walter T. (Terry) Plummer as a director and David J. Salari as the Secretary and a director of our company.

Terry Plummer is the President of RMS-Ross Corporation, a company engaged in machinery manufacturing and repairs, specializing in gold recovery equipment. Mr. Plummer founded RMS-Ross Corporation in 1982. From February 16, 1998 and June 5, 2001 respectively, Mr. Plummer was a director and the president of Consolidated Silver Tusk Mines Ltd., a junior mining exploration company listed on the TSX Venture Exchange. Mr. Plummer is a member of the Canadian Institute of Mining and a member of the Canadian Mineral Processing Association.

Mr. Salari is a Professional Engineer who over the past 20 years, has been involved in the design, supply, and commissioning of mining and mineral processing systems throughout the world for gold and silver, base metals, and industrial minerals. Commencing in 2004 and presently Mr. Salari is the President of D.E.N.M. Engineering, a company engaged in the engineering, design and installation of mineral processing equipment and systems. From 1986 to 2004 Mr. Salari was the Vice President of MPE International Inc. where he managed the engineering and design of metallurgical processing equipment for precious, base, and industrial minerals. From 1980 to 1986 Mr. Salari worked with Placer Development Ltd. in various metallurgist and engineering capacities. Recently, he was involved as Process Manager for the construction and start-up of a 4000 TPD heap leach operation in the Comstock region of Nevada. His duties included heap pad construction, recovery plant, and dealing with The Nevada Division

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of Environmental Protection in permit related issues. Mr. Salari is a graduate of the University of Toronto (1980) with a BASc degree in Metallurgical Engineering.

The Independence Mines Property

The Wilson Independence Property covers a mineralized zone on strike with the World Class, Fortitude / Phoenix Gold Skarn Deposit. The property has potential to develop a high grade underground resource in the Antler Sequence, together with a smaller surface / near surface resource in the overlying Pumpernickel Formation. Situated at the intersection of the Battle Mountain-Eureka Gold Trend and the Northern Nevada Rift (Twin Creeks-McCoy lineament), the Independence Project, like Fortitude and Cove Mcoy, is one of a number of Gold Skarns which occur along the Battle Mountain – Eureka and Northern Nevada Rift Zone mineral lineaments.

The Independence property consists of 14 whole and fractional unpatented lode mining claims, which cover approximately 240 acres, and forms an island in Newmont Gold’s holdings. Core and RC drilling to date indicate two targets. These two targets are referred to as the Independence Deep (A Target), and the Independence Surface (B Target).

Independence Deep Target

A large body of mineralized material is clearly indicated by previous drilling in the Deep Target. It is likely that proper logging and subsequent geologic modeling has potential to result in the identification of an economic resource. All core, approximately 25000 feet, is stored on site, and necessary logging could easily be completed during the fall of 2004. A budget for this is estimated at $70,000, including limited additional sampling.

Mineralization identified to date is contained in the lower plate of the Golconda Thrust in rocks of the Battle Mountain and Edna Formations of the Antler Sequence.

Independence Surface Target

The Surface Target, consists of both historic mill tailings and oxidized mineralization in the near surface. The tailings consists of roughly 70,000 tons of tailings which historical tests indicate contain 0.04 ounce gold per ton, and 4 ounces of silver per ton. Historic pan concentrates of samples from the tails contained 1.9 ounces per ton of gold, and 22 ounces per ton of silver, per ton of concentrate.

The surface and near surface mineralization, contains drill intercepts to 40 feet at 0.148 opt Au, and several holes have been lost in mineralized material containing in excess of 0.1 opt Au. The Surface Target contains an oxide target. This target is hosted entirely in the Pumpernickel Formation. To date 75 drill holes and roughly three (3) miles of underground workings have penetrated portions of this target, all of which have encountered highly anomalous to high grade mineralization. The principle limiting factor for surface resources is the lack of drilling information. It is highly likely that additional drilling will develop resources sufficient increase the near surface resource substantially.

Mill & Building On Site

A relatively intact 50 to 75 ton per day Counter Current – Decantation cyanide mill is situated on the property. The present condition of the jaw crusher, cone crusher and ball mill are uncertain but could possibly be returned to serviceable condition. A complete set of new rubber liners for the ball mill are on site. The mill is housed in a relatively new metal clad building erected in 1987.

Location and Surrounding Land and Mineral Ownership:

The Wilson Independence claims are completely surrounded by Newmont Mining’s holdings and are an island with legal access. Newmont’s Phoenix Project is adjacent to the Independence claims and is scheduled to commence operation in mid 2006. Any ore recovered from the property should be suitable to process in the Phoenix plant.

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Evaluation of Opportunities

The analysis of new business opportunities will be undertaken by, or under the supervision of our management. Management intends to concentrate on identifying prospective business opportunities which may be brought to management's attention through present associations. In analyzing prospective business opportunities, management will consider, among other factors, such matters as:

(a)	the available technical, financial and managerial resources;
(b)	working capital and other financial requirements;
(c)	history of operations, if any;
(d)	prospects for the future;
(e)	present and expected competition;
(f)	the quality and experience of management services which may be available and the depth of that management;
(g)	the potential for further research, development or exploration;
(h)	specific risk factors not now foreseeable but which may be anticipated as having an impact on our proposed activities;
(i)	the potential for growth or expansion;
(j)	the potential for profit;
(k)	the perceived public recognition or acceptance of products, services or trades; and
(l)	name identification.

Management will meet personally with the management and key personnel of the firm sponsoring the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained.

Opportunities in which we participate will present certain risks, many of which cannot be identified adequately prior to selecting a specific opportunity. Our shareholders must, therefore, depend on management to identify and evaluate such risks. Promoters of some opportunities may have been unable to develop a going concern or may present a business in its development stage (in that it has not generated significant revenues from its principal business activities prior to our participation). Even after our participation, there is a risk that the combined enterprise may not become a going concern or advance beyond the development stage. Other opportunities may involve new and untested products, processes, or market strategies which may not succeed. Such risks will be assumed by us and, therefore, our shareholders.

The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention as well as substantial costs for accountants, attorneys, and others. If a decision is made not to participate in a specific business opportunity the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss by of the related costs incurred. There is the additional risk that we will not find a suitable target. Management does not believe that we will generate revenue without finding and completing the acquisition of a suitable business opportunity or a transaction with a suitable target company. If no such business

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opportunity target is found, therefore, no return on an investment in our company will be realized, and there will not, most likely, be a market for our common shares.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. We may also purchase stock or assets of an existing business. It is likely that any merger with an existing company will be in the form of a reverse takeover, which will require both shareholder approval and a disclosure document. Once a transaction is complete, it is possible that our present management and shareholders will not be in control of our company. In addition, our management may resign, as part of the terms of the transaction, and be replaced by new officers and directors without a vote of our shareholders.

It is anticipated that securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable securities laws. In some circumstances, however, as a negotiated element of the potential transaction, we may agree to register such securities either at the time the transaction is consummated, under certain conditions or at a specified time thereafter. The issuance of substantial additional securities. and their potential sale into any trading market in our common shares which may develop, may have a depressive effect on such market.

As part of our investigation of a potential business combination or opportunity, our officers and directors may:

(a)	meet personally with management and key personnel;
(b)	visit and inspect material facilities;
(c)	obtain independent analysis or verification of certain information provided;
(d)	check references of management and key personnel; and
(e)	take other reasonable investigative measures, as our limited financial resources and management expertise allow.

The manner in which we participate in an opportunity with a target company will depend on the nature of the opportunity, our needs and desires, the needs and desires of the other party, management of the opportunity, and our relative negotiating strength. With respect to any mergers or acquisitions, negotiations with target company management will be expected to focus on the percentage of our company which the target company's shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will, in all likelihood, hold a smaller percentage ownership interest in our company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders.

To date, other than the letter of intent for the acquisition of Independence Mines, LLC, we have not conducted investigations of any business opportunity or company nor have we met with representatives of any company or business. There can be no assurance that management will ever be able to identify and secure a suitable business opportunity or that management has the requisite experience to recognize and understand a business operation that would benefit us. In the event that management is able to locate what it considers to be a suitable business opportunity, there can be no assurance that the acquisition of such business opportunity or the entering into of a business combination will be successful. Selecting a business opportunity will likely be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the benefits of a publicly-traded corporation. Such benefits of a publicly traded corporation may include:

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(a)	facilitating or improving the terms on which additional equity financing may be sought;
(b)	providing liquidity for the principals of a business;
(c)	creating a means for providing incentive stock options or similar benefits to key employees; and/or
(d)	providing liquidity (subject to restrictions of applicable statutes) for all shareholders.

In contrast, negative aspects of becoming a publicly traded corporation registered in the United States may include:

(a)	complying with the requirements of theSecurities Exchange Act of 1934;
(b)	exposure of our officers and directors to lawsuits and liabilities under various securities legislation;
(c)	distracting management's attention from our day to day operations;

(d)restricting publicity and other marketing activities to ensure compliance with securities law requirements and minimizing the potential liability of our management and our company; and/or

(e) increased legal, accounting and other expenses associated with operating a public company.

Potentially available business opportunities and/or business combinations may occur in many different industries and at various stages in the development of a company, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

There is no assurance that management will be able to secure the acquisition of Independence Mines, LLC or any other suitable prospect or that it has the requisite experience to recognize and understand a business operation that would be beneficial to us.

RISK FACTORS

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us 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 statements" involve various risks and uncertainties as outline 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".

Our common shares are considered speculative during our search for a new business opportunity. Prospective investors should consider carefully the risk factors set out below.

As there is a large number of established and well-financed entities actively seeking suitable business opportunities or business combinations, we are at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.

We are, and will continue to be, an insignificant participant amongst numerous other companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in

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identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.

We are dependent upon management's personal abilities to evaluate business opportunities and the loss of the services of any of these individuals would adversely affect the development of our business.

Although none of management are key to our continuing operations, we rely upon the continued service and performance of our management, and our future success depends on their retention, whose knowledge of our business and whose technical expertise would be difficult to replace. At this time, none of our management are bound by employment agreements, and as a result, any of them could leave with little or no prior notice.

If we are unable to hire and retain technical, sales and marketing and operational personnel, any business we acquire could be materially adversely affected. We intend to hire a significant number of additional personnel in the future after we have identified and completed the acquisition of a business opportunity or enter into a business combination. Competition for these individuals in all sectors is intense, and we may not be able to attract, assimilate, or retain additional highly qualified personnel in the future. The failure to attract, integrate, motivate and retain these employees could harm our business.

If we are unable to obtain additional capital to finance the development of any business opportunity that we acquire, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire.

We anticipate that in addition to our existing capital we will require minimal additional financing while we are seeking a suitable business opportunity or business combination. Further, we anticipate that with minimal additional capital we will have sufficient capital to fund our ongoing operations for the next twelve months or until we complete a business combination or acquire a business opportunity. However, we may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through a private placement of our common shares.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we may require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

We are a company with a limited operating history which makes it difficult to evaluate whether we will operate profitably.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order

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for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

We have not generated any revenues and our ability to generate revenues is uncertain.

For the nine months ended January 31, 2005, we have not generated any revenues and do not anticipate generating any revenues until we acquire a business opportunity or complete a business combination. As of January 31, 2005, we had net income of $Nil. We also had an accumulated deficit of $81,604 as at January 31, 2005. At this time, our ability to generate any revenues is uncertain.

There is no assurance that we will successfully locate business opportunities which have established operating histories.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or business combinations with entities which have established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.

We have no agreement for a business combination or other transaction and there can be no assurance that we will be able to successfully identify and evaluate a suitable business opportunity.

We have no arrangement, agreement, or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. There can be no assurance that we will successfully identify and evaluate suitable business opportunities or conclude a business combination. There is no assurance that we will be able to negotiate the acquisition of a business opportunity or a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

We have not conducted a market research on the demand for the acquisition of a business opportunity or combination and there is no assurance that we will successfully complete such an acquisition or combination.

We have not conducted or received results of market research indicating that there is a demand for the acquisition of a business opportunity or business combination as contemplated by our company. Even if there is demand for the acquisition of a business opportunity or combination as contemplated, there is no assurance we will successfully complete such an acquisition or combination.

We are subject to regulation under the 1934 Act and we may be subject to regulation under the Investment Company Act of 1940 if we engage in a business combination which results in us holding passive investment interests in a number of entities.

Although we are subject to regulation under the Securities Exchange Act of 1934, management believes that we are

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not subject to regulation under the Investment Company Act of 1940, insofar as we are not engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in our company holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our company under the Investment Company Act of 1940 and consequently, any violation of such Act would subject us to material adverse consequences.

Because our proposed operations may result in a business combination with only one entity we may be subject to economic fluctuations within a particular business or industry, which could increase the risks associated with our operations.

In all likelihood, our proposed operations, even if successful, may result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entity's business. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.

If we complete a business opportunity or combination, management of our company may be required to sell or transfer common shares or resign as members of our board of directors.

A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new or incoming shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the common shares in the capital of our company that they hold or resign as members of our Board of Directors. The resulting change in our control could result in removal of one or more of our present officers and directors, and a corresponding reduction in or elimination of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may be required to issue such number of shares which would reduce the percentage of share ownership held by shareholders which may result in a change of control of our company.

Our primary plan of operation is based upon the acquisition of a business opportunity or a business combination with a private concern, which, in all likelihood, would result in us issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in our capital will reduce the percentage of common shares owned by present and prospective shareholders and may result in a change in our control and/or management.

The requirement of audited financial statements may disqualify a potential business opportunity or combination.

Management believes that any potential business opportunity or target company must provide audited financial statements for review and for the protection of all parties to the business acquisition or combination. One or more attractive business opportunities may forego a business combination with us rather than incur the expenses associated with preparing audited financial statements.

Upon completion of a business opportunity or combination there can be no assurance that we will be able to successfully manage or achieve growth of that business opportunity or combination.

Our ability to achieve any planned growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including, but not limited to, our ability to hire, train and assimilate management and other employees and the adequacy of our financial resources. In addition, there can be no assurance that we will be able to manage successfully any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a materially adverse effect on our business.

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

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Our By-laws do not contain anti-takeover provisions which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

As all of our assets are located outside the United States it may be difficult for investors to enforce within the United States any judgments obtained against our company or any of our officers or directors.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

PLAN OF OPERATION

We are a blank check company whose plan of operation over the next twelve months is to conclude our acquisition of Independence Mines, LLC and commence exploration and development of the property. We remain in the development stage and, since inception, have experienced no significant change in liquidity or capital resources or shareholders' equity. Consequently, our balance sheet as of January 31, 2005, reflects total assets of $5,353 in cash. We are a development stage company as defined in Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises." We have not been operational, other than occasionally searching for a business or venture to acquire, as described below, or had revenues other than interest income since our inception. All losses accumulated since inception have been considered as part of our development stage activities.

During the period from July 17, 1998 (Date of Inception) through January 31, 2005, we have engaged in no significant operations other than organizational activities and preparation of a registration statement to become a reporting company under the Securities Exchange Act of 1934, as amended. No revenues were received by us during this period.

Our activities to date as described herein classify us as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities until such time as we have successfully implemented our business plan. The SEC defines a blank check company as one which has no specific business or plan other than to consummate an acquisition of or merge into another business or entity. A number of states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Additionally, some states prohibit the initial offer and sale as well as any subsequent resale of securities of shell companies to residents of their states. For this reason, management advises that any potential investor who has an interest our company should consult local blue sky counsel to determine whether the state within which that investor resides prohibits the purchase of our shares in that jurisdiction.

The selection of a business opportunity in which to participate is complex and risky. Additionally, as we have only

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limited resources, it may be difficult to find favorable opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on management's business judgment.

We voluntarily filed a registration statement on Form 10-SB in order to make information concerning ourselves more readily available to the public. Management believes that a reporting company under the United States Securities Exchange Act of 1934, as amended, could provide a prospective merger or acquisition candidate with additional information concerning us. In addition, management believes that this might make us more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing our registration statement, we are obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. We intend to continue to voluntarily file these periodic reports under the United States Securities Exchange Act of 1934, as amended, even if our obligation to file such reports is suspended under applicable provisions of the United States Securities Exchange Act of 1934, as amended.

Any target acquisition or merger candidate of ours will become subject to the same reporting requirements as us upon consummation of any such business combination. Thus, in the event that we successfully complete an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate.

We have no recent operating history and no representation is made, nor is any intended, that we will be able to carry on future business activities successfully. Further, there can be no assurance that we will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to us.

There is always a present potential that we may acquire or merge with a business or company in which our promoters, management, affiliates or associates directly or indirectly have an ownership interest. There is no formal existing corporate policy regarding such transactions, however, in the event such a potential arises, we shall disclose any conflict of interest to our directors and shareholders for purposes of determining whether to acquire or merge with such a business. Management does not foresee or is aware of any circumstances under which this policy may be changed.

Given the experience of our Board of Directors, our search for business combination candidates will be focused on the mining industry or resource industry segment. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Our management will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan of operation has been adopted in order to attempt to create value for our shareholders.

At this time, we do not foresee generating any substantial income over the next 12 months. Our main purpose and goal is to locate and consummate a merger or acquisition with a private entity.

Other than our letter of intent for the acquisition of Independence Mines, LLC, we have no commitment for any capital expenditures. However, we will incur routine fees and expenses incident to our reporting duties as a public company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempt but are unable to complete an acquisition. Our cash requirements for the next 12 months are relatively modest, principally accounting expenses and other expenses relating to making filings required under the United States Securities Exchange Act of 1934, as amended, which should not exceed $1,500 per fiscal quarter. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars.

We will only be able to pay our future debts and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it is not certain they will

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always want or be financially able to do so. Our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. There currently are no plans to sell any of our additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. Our current management and our counsel have agreed to continue their services to us and to accrue sums owed them for services and expenses and expect payment reimbursement only.

Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either loan money to us or buy our securities. There is no assurance whatever that we will be able at need to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to us, including among others:

(1)	failure to make timely filings with the SEC as required by the United States Securities Exchange Act of 1934, as amended, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the United States Securities Exchange Act of 1934, as amended;
(2)	curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or
(3)	inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.

We hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel, lodging and other due diligence expenses incurred by our management related to finding and investigating a candidate company and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit. We do not intend to do any product research or development.

We do not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, we do not expect to add additional employees or any full-time employees except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired. In our Independent Auditor's Report, our accountants state that our failure to generate revenues and conduct operations since our inception raise substantial doubt about our ability to continue as a going concern. We will require substantial working capital, and currently has inadequate capital to fund our business. We may be unable to raise the funds necessary for implementing our business plan, which could severely limit our operations and cause our stock to be worthless.

RESULTS OF OPERATIONS

During the period from July 17, 1998 (Date of Inception) through January 31, 2005, we have engaged in no significant operations other than accounting, legal and filing costs associated with continuous disclosure requirements of the United States Securities Exchange Act of 1934, as amended. We have received the benefit of donated services from our sole director and President valued at $500 per month and donated rent and overhead valued at $250 per month.

We anticipate that we will not generate revenues other than interest income, if any, and may continue to operate at a loss in the future, depending upon the performance of an acquired business.

LIQUIDITY AND CAPITAL RESOURCES

We have no material cash or other assets. We remain in the development stage and, since inception, have experienced no significant change in liquidity or capital resources or stockholder's deficit. Consequently, our

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balance sheet as of January 31, 2005, reflects current assets of $5,353 in cash.

On January 18, 2005 we sold 100,000 units of our common stock at a price of $0.25 per unit for gross proceeds of $25,000. Each unit consists of one common share and one-half of one share purchase warrant exercisable for a period of twelve months at a price of $0.50 per warrant.

We cannot predict to what extent our liquidity and capital resources will be diminished prior to the consummation of a business combination or whether our capital will be further depleted by the operating losses (if any) of the business entity which we may eventually acquire.

In order to proceed with the acquisition of Independence Mines, LLC we will have to pay $75,000 within a short period of time upon completion of the due diligence period, which expires on June 30, 2005.

We will need additional capital to carry out our business plan for the acquisition of Independence Mines, LLC or to engage in any business combination. No commitments to provide additional funds have been made by our management or stockholders. There can be no assurance that any additional funds will be available on terms acceptable to us, if at all. If our cash assets prove to be inadequate to meet our operational needs, then we might seek to compensate providers of services by issuances of stock in lieu of cash. On January 31, 2005 we had a working capital deficiency of $9,177 and as a result our cash on hand is not adequate enough to meet our operational needs.

Going Concern

Due to the uncertainty of our ability to meet our current operating expenses and working capital deficiency noted above, in their report on the annual financial statements as of and for the year ended April 30, 2004, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon obtaining further financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. 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 the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Recently Issued Accounting Standards

In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"), which supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary purposes of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 does not have a material impact on our company's financial statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and

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assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Donated Services and Rent

We have received donated services and overhead from our former President and from our current President valued at $500 per month for services and $250 per month for overhead.

Financial Instruments

The fair values of accounts payable, accrued liabilities and amounts due to a related party were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Item 3. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by the annual report, being January 31, 2005, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and our company's chief executive officer. Based upon that evaluation, our company's president and our company's chief executive officerconcluded 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 internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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 chairman and chief financial as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 18, 2005 we issued 100,000 units at a price of $0.25 per unit to four non U.S. persons (as that term is

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defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. Each unit consists of one common share and one-half of one share purchase warrant exercisable for a period of twelve months at a cost of $0.50.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

(3)	Articles of Incorporation and By-laws.
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1, filed on July 2, 1999).
3.2	By-laws (incorporated by reference from our Registration Statement on Form S-1, filed on July 2, 1999).
3.3	Amendment to the Articles of Incorporation (incorporated by reference our Quarterly Report on Form 10-QSB, filed on November 17, 2003).
(4)	Instruments Defining the Rights of Holders, including Indentures.
4.1	Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form 10-SB, filed on March 10, 2000).
(10)	Material Contracts
10.1	Letter of Intent dated November 14, 2004 between General Gold Corporation and Gold Range LLC
10.2	Amendment to Letter of Intent dated December 31, 2004 between General Gold Corporation and Gold Range LLC
(31)	Section 302 Certification.
31.1	Section 302 Certification.
(32)	Section 906 Certification.
32.1	Section 906 Certification.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GENERAL GOLD CORPORATION

/s/ William Whittle
By: William Whittle

Director, Chief Executive Officer, Chief Financial Officer and President (Principal Executive Officer and Principal Financial Officer)

Date: April 22, 2005

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