General Gold 10QSB 2006 Q2 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 ended October 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)	(IRS Employer Identification No.)

1 E. Liberty St., Suite 6000, Reno, Nevada 89501

(Address of principal executive offices)

775-686-6078

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required 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 x     No [ ]

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

33,568,000 shares of common stock, par value $0.001, issued and outstanding as of February 27, 2006

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

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

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

We have prepared the financial statements included herein without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such Securities and Exchange Commission rules and regulations. In our opinion, the accompanying statements contain all adjustments necessary to present fairly the financial position of our company as of October 31, 2005, and its results of operations for the three month periods ended October 31, 2005 and 2004 and its cash flows for the three month periods ended October 31, 2005 and 2004. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of our annual report on Form 10-KSB.

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General Gold Corporation

(An Exploration Stage Company)

October 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

F-1

General Gold Corporation

(An Exploration Stage Company)

Balance Sheets

(Expressed in U.S. dollars)

	October 31, 2005 $	April 30, 2005 $
	(unaudited)	(audited)
ASSETS
Current Assets
Cash	22,644	202,322
Accounts receivable	11,790	–
Prepaid expenses	12,500	–
Due from related party (Note 5(a))	-	2,326
Total Current Assets	46,934	204,648
Property and Equipment (Note 4)	2,808	–
Total Assets	49,742	204,648
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	4,458	37,868
Accrued liabilities	15,702	19,454
Due to related party (Note 5(b))	1,457	1,200
Total Liabilities	21,617	58,522
Commitments and Contingencies (Notes 1 and 7)
Stockholders’ Equity
Common Stock: 100,000,000 shares authorized with a par value of $0.001; 33,568,000 and 28,504,000 shares issued and outstanding, respectively	33,568	28,504
Additional Paid-in Capital	410,907	408,373
Common Stock Subscribed (Note 6(c))	14,000	–
Stock Subscription Receivable (Note 6(d))	–	(127,500)
Donated Capital (Note 5 (b) and (c))	45,000	45,000
Deficit Accumulated During the Exploration Stage	(475,350)	(208,251)
Total Stockholders’ Equity	28,125	146,126
Total Liabilities and Stockholders’ Equity	49,742	204,648

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

F-2

General Gold Corporation

(An Exploration Stage Company)

Statements of Operations

(Expressed in U.S. dollars)

(unaudited)

	Accumulated from July 17, 1998 (Date of Inception) to October 31,	For the Three Months Ended		For the Six Months Ended
		October 31,		October 31,
	2005	2005	2004	2005	2004
	$	$	$	$	$
Revenue	–	–	–	–	–
Expenses
Amortization of license and write-off	2,000	–	–	–	–
Depreciation	283	156	–	283	–
Foreign currency transaction loss	454	39	533	14	714
General and administrative (Note 5)	124,242	29,420	745	69,444	1,959
Management and consulting fees	211,504	60,332	1,500	120,504	3,000
Mineral property costs (Note 7)	80,000	5,000	–	55,000	–
Professional fees	73,754	6,309	3,960	21,854	4,790
Total Expenses	492,237	101,256	6,738	267,099	10,463
Loss from operations	(492,237)	(101,256)	(6,738)	(267,099)	(10,463)
Gain on forgiveness of debt	16,887	–	–	–	–
Net Loss	(475,350)	(101,256)	(6,738)	(267,099)	(10,463)
Net Loss Per Share – Basic and Diluted		–	–	(0.01)	–
Weighted Average Shares Outstanding		28,824,000	25,000,000	28,667,000	25,000,000

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

F-3

General Gold Corporation

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	For the
	Six Months Ended
	October 31,
	2005	2004
	$	$
Operating Activities
Net loss	(267,099)	(10,463)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	283	–
Donated overhead	–	1,500
Donated services	-	3,000
Stock issued for mineral properties	5,000	–
Change in operating assets and liabilities:
Prepaid expenses	(12,500)	–
Accounts payable and accrued liabilities	(48,952)	(3,067)
Net Cash Used in Operating Activities	(323,268)	(9,030)
Investing Activities
Purchase of property and equipment	(3,091)	–
Net Cash Used in Investing Activities	(3,091)	–
Financing Activities
Advances from related parties	2,583	9,106
Proceeds from issuance of common stock	146,681	–
Net Cash Provided by Financing Activities	134,681	9,106
Net (Decrease) Increase in Cash	(179,678)	76
Cash - Beginning of Period	202,322	–
Cash - End of Period	22,644	76
Non-Cash Investing and Financing Activities
Stock issued for mineral properties	5,000	–
Supplemental Disclosures
Interest paid	–	–
Income tax paid	–	–

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

F-4

General Gold Corporation

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

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 is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. The Company entered into the mining exploration business by entering into an agreement dated November 14, 2004, to acquire substantially all of the assets related to the Independence mining claims in Lander County, Nevada. Refer to Note 7. The Company’s principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at October 31, 2005, the Company has accumulated losses of $475,350 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) Basis of Presentation

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

F-5

General Gold Corporation

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

2.Summary of Significant Accounting Policies (continued)

d) Cash and Cash Equivalents

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

e) Property and Equipment

Property and equipment consists of furniture and equipment and is recorded at cost. The furniture and equipment are being amortized on a straight-line basis over their estimated lives of five years.

f) 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 October 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.

g) Financial Instruments

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

h) 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.

i) Mineral Property Costs

The Company is in the exploration stage and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

j) Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

k) 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.

F-6

General Gold Corporation

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

l) Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning 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 did not have a material effect on the Company’s results of operations or financial position.

In December 2004, 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 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. 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 March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give guidance on the implementation of SFAS 123R. The Company will consider SAB 107 during implementation of SFAS 123R.

F-7

General Gold Corporation

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

m) Interim Financial Statements

These interim 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. Prepaid expenses

On May 11, 2005, the Company entered into a one year consulting agreement, whereby the consultant will design and maintain the Company’s Website for a fee of $25,000. On May 16, 2005, the Company paid the consultant $25,000 dollars. At October 31, 2005, the Company expensed $12,500 to general and administrative and reported $12,500 as prepaid expenses.

4. Property and Equipment

	Cost $	Accumulated Amortization $	October 31, 2005 Net Carrying Value $	April 30, 2005 Net Carrying Value $
Furniture and equipment	3,091	283	2,808	–
	3,091	283	2,808	–

5. Related Party Transactions

a) During the six months ended October 31, 2005, the Company incurred rent of $600 to a company with a common director. The amount is unpaid at October 31, 2005 and is non-interest bearing and unsecured with no fixed terms of repayment. During the six months ended October 31, 2004, the Company recognized $1,500 for donated overhead at $250 per month provided by the President of the Company.

b) During the six months ended October 31, 2005, the Company incurred management fees of $12,000 by the President of the Company. The amount of $857 is unpaid at October 31, 2005 and is non-interest bearing and unsecured with no fixed terms of repayment. During the six months ended October 31, 2004, the Company recognized $3,000 at $500 per month for donated services provided by the President of the Company.

6. Common Stock

a) On November 29, 2005, the Company increased the number of authorized shares of common stock from 50,000,000 to 100,000,000 and correspondingly increased the number of issued and outstanding shares on a two for one (2:1) basis. All share amounts have been retroactively adjusted for all periods presented.

b) On October 26, 2005, the Company issued 5,000,000 restricted shares of common stock to Gold Range, LLC as consideration for the lease assignment as described in Note 7.

F-8

General Gold Corporation

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

6. Common Stock (continued)

c) During the six months ended October 31, 2005, the Company received cash proceeds of $14,000 for stock subscriptions for 112,000 units which were issued on December 31, 2005. Each unit consisted of one share of common stock and one-half share purchase warrant. One full warrant allows the holder to purchase one share of common stock at $0.25 per share for a period of one year.

d) During the six months ended October 31, 2005, the Company received $124,325 from stock subscriptions receivable, net of issue costs of $3,175.

e) During the six months ended October 31, 2005, the Company issued 64,000 units at $0.125 per unit for cash proceeds of $5,773, net of issue costs of $2,227. Each unit consisted of one share of common stock and one-half share purchase warrant. One full warrant allows the holder to purchase one share of common stock at $0.25 per share for a period of one year.

7. Mineral Property

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 an option that Gold held to the Independence mining claims in Lander County, Nevada and substantially all of the assets that Gold uses to conduct the business of Independence. On April 29, 2005, the Company entered into an agreement (the “Assignment Agreement”) which replaced the letter of intent whereby the Company purchased an assignment of lease to the Independence mining claims from Gold. The purchase price included $25,000 (paid) at the close of the Assignment Agreement, $25,000 (paid) when the definitive agreement was entered into between Gold and the Lessor and a final $25,000 (paid) within 30 days of the lease recordation date. On October 26, 2005, the Company issued 5,000,000 restricted shares of common stock to Gold. Also, in addition to other underlying NSR requirements, the Company must pay a 1% net smelter royalty fee to Gold.

8. Subsequent Event

On December 31, 2005, the Company issued 2,548,000 units at $0.125 per unit for cash proceeds of $318,500. Each unit consisted of one share of common stock and one-half share purchase warrant. One full warrant allows the holder to purchase one share of common stock at $0.25 per share for a period of one year.

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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. On July 7, 2003, we changed our name to General Gold Corporation. Until recently, our only activities have been organizational, directed at raising our initial capital and developing our business plan. We have not generated any revenue from operations to date.

Our Current Business

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 Gold Range, LLC uses to conduct the business of Independence Mines, LLC. We did not proceed with the acquisition in this form, instead electing to directly acquire the lease on the subject property.

On April 29, 2005, we entered into an agreement for an assignment of a lease with Gold Range, LLC. The lease to be assigned was the lease to be entered into between Gold Range, LLC and Independence Gold-Silver Mines Inc., pursuant to which Independence Gold-Silver Mines Inc. would lease to Gold Range, LLC certain unpatented mining claims located in the Battle Mountain District, Lander County, State of Nevada, as more particularly described in the lease, known also as the “Independence Mine”.

The assignment of lease agreement was conditional upon the consent of Independence Gold-Silver Mines Inc. to the assignment of the lease of the leased claims to our company, and a definitive form of lease being entered into within sixty days of the assignment of lease agreement.

We had previously entered into a letter of intent dated November 14, 2004, as amended December 31, 2004, with Gold Range, LLC regarding the claims, which is replaced and superseded by the April 29, 2005 assignment of lease agreement.

The purchase price payable by us to Gold Range, LLC in consideration for the assignment of the lease was:

• $75,000 cash of which $25,000 was paid upon execution of the assignment of lease agreement, an additional $25,000 cash when the definitive lease was entered into between Independence Gold-Silver Mines Inc. and Gold Range, LLC, and a final $25,000 cash within 30 days of the lease recordation date;

• 2,500,000 of our restricted common shares issued with the final cash payment above; and

• a 1% net smelter return royalty payable to Gold Range, LLC in addition to other underlying net smelter return requirements.

It was a condition of the assignment of lease agreement that the definitive lease would be entered into, and the consent of Independence Gold-Silver Mines Inc. to the assignment would be obtained not more than 60 days from the date of the assignment of lease agreement, which conditions were satisfied subsequent to our agreement with Gold Range, LLC.

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On January 20, 2006, we entered into a share purchase agreement among Recov Energy Corp. (now General Metals Corporation) and our shareholders whereby General Metals agreed to purchase all of our issued and outstanding shares of common stock and warrants in exchange for the issuance of 36,097,500 shares of common stock and 3,048,750 warrants by General Metals to our shareholders. The closing of the agreement is subject to various closing conditions as described therein.

The Independence Mines Property

Location and Access

All infrastructure necessary for the exploration, development and operation of a mine is readily available. The property is accessed via federal, state and county maintained all weather paved and gravel roads from the nearby town of Battle Mountain. A well-trained work force is available in the town of Battle Mountain, situated 30 miles north of the property along Interstate highway 80. Adequate ground water is available for diversion for future mining operations which enjoy special treatment as temporary or interim uses under Nevada water laws. Electrical power has recently been extended to within one mile of the project to service the Phoenix project, and the trans-continental natural gas line passes within 1.5 miles of the property.

The property has been the sight of intermittent historic exploration and mining activities since the late 1920s. Past mining operations extracted 65,000 tons of high grade gold and silver ores from the property. The bulk of this activity occurred during two periods, the first from high grade ores shipped for direct smelting during the late 1940s and early 1950s, and a second from 1975 to 1983 when a significant amount of underground development took place, and a mill erected on the property. Production grades have historically been high, with individual samples from stopes reported to contain up to 19,000 ounces of silver, and 64 ounces of gold. During its peak period of production in 1976 the mine shipped up to 1 ton of gold and silver bullion per month.

The Independence Mines property consists of 14 whole and fractional unpatented lode mining claims, which cover approximately 240 acres.

Core and reverse calculation drilling to date indicate two targets. These two targets are referred to as the Independence Deep (A Target), and the Independence Surface (B Target). Historic mining operations have generated in excess of 70,000 tons of waste dumps, mill tailings, and other waste rock products on the property. Samples of this material contain gold and silver values which suggest potential to recover some values in the form of gold and silver from them. We have engaged the engineering firm of SRK Consultingto perform an environmental audit of this material and systematically evaluate the potential for recovering remaining gold and silver values.

Surface and Near Surface Mineralization

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.

Mineralized outcrops are common on the property. Many have been prospected by shallow prospect shafts, pits and trenches. In addition, 75 Reverse Circulation and Core holes, and extensive shallow underground mine workings in the Independence Mine indicate wide spread, near surface mineralization which we feel represents a valid exploration target for potential future surface, bulk mining operations.

Historic drilling and underground mine workings indicate wide spread mineralization, both in surface - near surface, and deep targets. There are presently no identified reserves or resources on the property as defined in Industry Guide 7. We intend to conduct phased exploration programs to evaluate the mineral potential of this property, with the objective of identifying and developing mineral resources and reserves in compliance with Industry Guide 7.

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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 the logging is in process. As part of our Phase I exploration program, 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.

Promising surface and near surface mineralization has been identified. 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 good condition metal clad building erected in 1987.

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.

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".

Risks Related To Our Business:

We have had negative cash flows from operations.

To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred losses totalling approximately $101,256 for the period ended October 31, 2005, and cumulative losses of $475,350 from inception (July 17, 1998) to October 31, 2005. As of October 31, 2005, we had working capital of $25,317 as a result of financing activities

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that occurred during the year. We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

- drilling, exploration and completion costs for our Independence mine project increase beyond our expectations; or

- we encounter greater costs associated with general and administrative expenses or offering costs.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of base and precious metals. Our properties are in the exploration stage only and are without known mineral reserves. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic mineral reserves, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

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

Exploration for mineral reserves is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing mines. Our properties are in the exploration and development stage only and are without proven reserves. We may not establish commercial discoveries on any of our properties.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

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Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue exploration on our Nevada mineral properties. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of precious metals on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

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

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

If our exploration costs are higher than anticipated, then our profitability will be adversely affected.

We are currently proceeding with exploration of our mineral properties on the basis of estimated exploration costs. If our exploration costs are greater than anticipated, then we will not be able to carry out all the exploration of the properties that we intend to carry out. Factors that could cause exploration costs to increase are: adverse weather conditions, difficult terrain and shortages of qualified personnel.

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified

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managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

As we undertake exploration of our mineral claim, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

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

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

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.

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.

Our constating documents authorize the issuance of 50,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements 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. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

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 a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers.

We do not currently maintain a permanent place of business within the United States. In addition, a majority 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

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judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Risks Associated With Our Common Stock:

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board upon the effectiveness of a registration statement which we plan to file with the Securities Exchange Commission. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. However, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies. As we are a development stage company such fluctuations may negatively affect the market price of our common stock.

Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock, which may result in the loss of some or all of an investment in our common stock.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations and the National Association of Securities Dealers Inc.’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "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 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 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.

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In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the National Association of Securities Dealers Inc. 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 National Association of Securities Dealers Inc. believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The National Association of Securities Dealers Inc. 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.

Plan of Operations

Our plan of operation for next twelve months involves a phased exploration program for our Independence Mines property.

Exploration Program

The phased exploration program will evaluate the mineral potential of mine waste from historic mining operations, together with surface and near surface mineralization, as well as deep mineralization.

Phase I of this program, which has begun, will consist of a multidisciplinary, multi function program and will include re-logging and modeling of existing core and where possible cuttings stored on property, concentrating on mineralized material. We estimate this phase will take 60 to 90 days to complete, with a projected remaining budget cost of $125,000.

Phase II will be dependent upon the results of Phase I, and will likely include, together with necessary permitting, one or more of: (a) systematic sampling and evaluation of existing tailings and mine waste for possible near term recovery of mineral values (b) detailed underground mapping and sampling, (c) drilling of surface and / or deep underground targets. Budgetary requirements are uncertain until such time as a suitably detailed scope of work for the project is established from Phase I, however are likely to be in the range of $250,000, over a one year period.

Phase III will be dependent on Phase II, for direction, and budgetary requirements. It is likely that this phase will include additional drilling of the deep target, together with critical path decisions which conceivably could include decisions to advance exploration and or near term production, or venture the project with a strategic senior partner. A preliminary budget estimate for this phase is $500,000.

Cash Requirements

For the next 12 months we plan to continue to explore for base and precious metals on our Independence Mines property in Nevada.

We will require additional funds to implement our exploration and development programs. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

In order to proceed with our plans we raised funds by way of private placements of equity securities in our company as follows:

a) On January 18, 2005, we issued 100,000 shares of common stock at a price of $0.25 per share for gross proceeds of $25,000, which included 50,000 share purchase warrants at an exercise price of $0.50 per share, exercisable until January 18, 2006;

b) On April 29, 2005, we issued 1,652,000 shares of common stock at a price of $0.25 per share for gross proceeds of $413,000, which included 826,000 share purchase warrants at an exercise price of $0.50

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per share, exercisable until April 29, 2006. The majority of these proceeds were received subsequent to our year ended April 30, 2005;

c) On July 19, 2005, we issued 20,000 shares of common stock at a price of $0.25 per share for gross proceeds of $5,000, which included 10,000 share purchase warrants at an exercise price of $0.50 per share, exercisable until December 31, 2006;

d) On September 30, 2005, we issued 12,000 shares of common stock at a price of $0.25 per share for gross proceeds of $3,000, which included 6,000 share purchase warrants at an exercise price of $0.25 per share, exercisable until September 30, 2006;

e) On December 31, 2005, we issued 2,276,500 shares of common stock at a price of $0.125 per share for gross proceeds of $318,500, which included 1,138,250 share purchase warrants at an exercise price of $0.25 per share, exercisable until December 31, 2006; and

f) On December 31, 2005, we issued 256,000 shares of common stock at a price of $0.125 per share for gross proceeds of $32,000, which included 128,000 share purchase warrants at an exercise price of $0.25 per share, exercisable until December 31, 2006.

As a result of the foregoing private placements, we received total proceeds of $796,500 net of offering costs. The net proceeds received will be used as working capital to allow us to finance our exploration program.

Over the next twelve months we intend to use all available funds to expand on the exploration and development of our leases, as follows:

Phase I Exploration	$	125,000
Phase II Exploration		250,000
General and Administrative		150,000
Working Capital		500,000
Total	$	1,025,000

Liquidity and Capital Resources

As at October 31, 2005, we had $21,617 in current liabilities, and our working capital was $25,317. Our financial statements report a net loss of $101,256 for the three month period ended October 31, 2005 compared to a net loss of $6,738 for the three month period ended October 31, 2004. Our accumulated loss increased to $475,350 from inception to October 31, 2005. Our losses increased in part as a result of increase in expenses in all categories for the three month period ended October 31, 2005. We realized an overall increase in all expense categories during the three month period ended October 31, 2005 as we were actively involved in the investigation and acquisition of resource properties, as compared to the three month period ended October 31, 2005.

Our total liabilities as of October 31, 2005 were $21,617, as compared to total liabilities of $58,522 as at April 30, 2005. The decrease was primarily due to the decrease in accounts payable as a result of our recent financing activities.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital. In this regard we have raised additional capital through the equity offerings noted above.

The continuation of our business is dependent upon obtaining further financing, a successful program of acquisition and exploration, and, finally, 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 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

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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.

Product Research and Development

Our business plan is focused on a strategy for maximizing the long-term exploration and development of our Independence Mines property in Nevada. To date, execution of our business plan has largely focused on acquiring prospective mining properties. We intend to establish a going forward exploration and development plan.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding exploration activities) over the twelve months ending October 31, 2006. To the extent that equipment is required for our exploration program it will be provided by third party contractors or leased.

Employees

Currently we have two employees in addition to our directors and officers. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended April 30, 2005, 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 us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current 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 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

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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 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. 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 our results of operations or financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give guidance on the implementation of SFAS 123R. We will consider SAB 107 during implementation of SFAS 123R.

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 our results of operations or financial position.

FASB has also issued SFAS No. 151 and 152, but they will not have any relationship to the operations of the Company therefore a description and its impact for each on the Company’s operations have not been disclosed.

Application of Critical Accounting Policies

Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used 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 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 financial statements is critical to an understanding of our financials.

Item 3. Controls and Procedures.

As required under the Securities Exchange Act of 1934, as of the end of the period covered by the annual report, being October 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 chief executive officer. Based upon that evaluation, our company's president and 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 has been no changes in our company's internal controls or in other factors, which could affect internal control 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 chairman and chief financial as appropriate, to allow timely decisions regarding required disclosure.

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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 shares of common stock at a price of $0.25 per share for gross proceeds of $25,000, which included 50,000 share purchase warrants at an exercise price of $0.50 per share, exercisable until January 18, 2006. We issued the securities to four non-U.S. persons (as that term is 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.

On April 29, 2005, we issued 1,652,000 shares of common stock at a price of $0.25 per share for gross proceeds of $413,000, which included 826,000 share purchase warrants at an exercise price of $0.50 per share, exercisable until April 29, 2006. We issued the securities to 13 non-U.S. persons (as that term is 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. We also issued the securities to 53 U.S. persons relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

On July 19, 2005, we issued 20,000 shares of common stock at a price of $0.25 per share for gross proceeds of $5,000, which included 10,000 share purchase warrants at an exercise price of $0.50 per share, exercisable until December 31, 2006. We issued the securities to one non-U.S. person (as that term is 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.

On September 30, 2005, we issued 12,000 shares of common stock at a price of $0.25 per share for gross proceeds of $3,000, which included 6,000 share purchase warrants at an exercise price of $0.25 per share, exercisable until September 30, 2006. We issued the securities to one U.S. person relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

On October 26, 2005, we issued 2,500,000 restricted shares of common stock pursuant to an assignment of lease agreement dated April 29, 2005 between our company and Gold Range Company, LLC. We issued the securities to three U.S. persons relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

On December 31, 2005, we issued 2,276,500 shares of common stock at a price of $0.125 per share for gross proceeds of $318,500, which included 1,138,250 share purchase warrants at an exercise price of $0.25 per share, exercisable until December 31, 2006. We issued the securities to 7 non-U.S. persons (as that term is 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. We also issued the securities to 18 U.S. persons relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

On December 31, 2005, we issued 256,000 shares of common stock at a price of $0.125 per share for gross proceeds of $32,000, which included 128,000 share purchase warrants at an exercise price of $0.25 per share, exercisable until December 31, 2006. We issued the securities to 4 U.S. persons relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

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

None.

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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 from our Quarterly Report on Form 10-QSB filed on November 17, 2003).

3.4          Certificate of Amendment regarding 5 for 1 Forward Stock Split (incorporated by reference from our Annual Report on Form 10-KSB filed on August 12, 2004).

3.5          Certificate of Change regarding 2 for 1 Forward Stock Split (incorporated by reference from our Current Report on Form 8-K filed on December 13, 2005).

(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         Assignment of Lease Agreement between General Gold Corporation and Gold Range Company, LLC dated April 29, 2005 (incorporated by reference from our Current Report on Form 8-K dated June 17, 2005).

10.2         Assignment of Lease and Consent Agreement between Independence Gold-Silver Mines Inc., Gold Range Company, LLC and General Gold Corporation dated June 29, 2005 (incorporated by reference from our Annual Report on Form 10-KSB filed on December 9, 2005).

10.3        Lease Agreement between Independence Gold-Silver Mines Inc. and Gold Range Company, LLC dated July 13, 2005 (incorporated by reference from our Annual Report on Form 10-KSB filed on December 9, 2005).

10.4         Share Purchase Agreement dated January 20, 2006 among General Gold Corporation, Recov Energy Corp. and the selling shareholders of General Gold Corporation (incorporated by reference from our Quarterly Report on Form 10-QSB filed on February 23, 2006).

(14) Code of Ethics

14.1        Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on August 12, 2004).

(31)	Section 302 Certification
31.1	Section 302 Certification (filed herewith).
(32)	Section 906 Certification
32.1	Section 906 Certification (filed herewith).

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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

By: /s/ William Whittle                                                   

William Whittle, President,

President, Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

Date: March 8, 2006.