UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-Q




(Mark
One)


x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934  For the quarterly period ended October
31, 2009
 
 or
 o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934  For
the transition period from____________ to_________
  Commission File Number
 000-30230
  GENERAL
      METALS CORPORATION(Exact
      name of registrant as specified in its charter)
  Delaware
                    
                    65-0488983(State
      or other jurisdiction of incorporation or organization)
                    
                    (IRS
      Employer Identification No.)615
      Sierra Rose Drive, Suite 1, Reno NV
                    
                    89511(Address
      of principal executive offices)
                    
                    (Zip
      Code)
  775.583.4636(Registrant’s
      telephone number, including area code)
  N/A(Former
      name, former address and former fiscal year, if changed since last
      report)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x
YES  
o NO
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act
 Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer

                (Do
      not check if a smaller reporting company)
            o
            Smaller
      reporting company
            x  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act o YES  
x NO
  APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
  Check whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court. o YESoNO
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 Indicate the number of shares outstanding of each of the issuer’s classes
of common stock, as of the latest practicable date.
 219,720,925
common shares issued and outstanding as of December 18,
2009


PART
1 – FINANCIAL INFORMATION
 
 Item
1. Financial Statements.
 
 General
Metals Corporation
 (An Exploration Stage
Company)
 
 Unaudited
Condensed Consolidated Balance Sheets
 
 October
      31,
                  
                  
                  April
      30,ASSETS
                  
                  2009
                  
                  
                  2009Current
      assetsCash
      and cash equivalents
                  
                  $
                  18,873
                  
                  
                  $
                  -Short-term
      investments
                  
                  
                  450,500
                  
                  
                  
                  1,275,000Prepaid
      expenses
                  
                  
                  133,895
                  
                  
                  
                  379,019Other
      receivables
                  
                  
                  55,022
                  
                  
                  
                  237,500Other
      current assets
                  
                  
                  -
                  
                  
                  
                  245Total
      current assets
                  
                  
                  658,290
                  
                  
                  
                  1,891,764Other
      assetsLand
                  
                  
                  67,742
                  
                  
                  
                  67,767Mineral
      property
                  
                  
                  613,941
                  
                  
                  
                  613,941Property
      and equipment, net
                  
                  
                  26,903
                  
                  
                  
                  25,733Other
      assets
                  
                  
                  37,800
                  
                  
                  
                  17,444Total
      other assets
                  
                  
                  746,386
                  
                  
                  
                  724,885Total
      assets
                  
                  $
                  1,404,676
                  
                  
                  $
                  2,616,649LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      LiabilitiesCash
      deficit
                  
                  $
                  -
                  
                  
                  $
                  20,057Notes
      payable, current portion
                  
                  
                  3,121
                  
                  
                  
                  2,898Accounts
      payable
                  
                  
                  368,132
                  
                  
                  
                  465,428Accrued
      liabilities
                  
                  
                  89,871
                  
                  
                  
                  216,974Loan
      from related parties
                  
                  
                  28,800
                  
                  
                  
                  33,680Total
      current liabilities
                  
                  
                  489,924
                  
                  
                  
                  739,037Long-term
      liabilitiesNotes
      payable, net of current portion
                  
                  
                  42,506
                  
                  
                  
                  44,143Total
      long-term liabilities
                  
                  
                  42,506
                  
                  
                  
                  44,143Total
      liabilities
                  
                  
                  532,430
                  
                  
                  
                  783,180Commitments
      and ContingenciesStockholders'
      equityPreferred
      stock, authorized 50,000,000shares,
      par value $0.001, zero issued and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, authorized 220,000,000shares,
      par value $0.001, issued andoutstanding
      on October 31, 2009 and April 30, 2009of
      218,078,325 and 168,183,494, respectively
                  
                  
                  218,079
                  
                  
                  
                  168,184Additional
      paid-in capital
                  
                  
                  9,324,498
                  
                  
                  
                  7,974,740Subscriptions
      (receivable)
                  
                  
                  (112,284
                  )
                  
                  
                  (151,012
                  )Accumulated
      other comprehensive income/(loss)
                  
                  
                  (1,035,856
                  )
                  
                  
                  25,000Accumulated
      deficit during exploration stage
                  
                  
                  (7,522,191
                  )
                  
                  
                  (6,183,443
                  )Total
      stockholders' equity
                  
                  
                  872,246
                  
                  
                  
                  1,833,469Total
      liabilities and stockholders' equity
                  
                  $
                  1,404,676
                  
                  
                  $
                  2,616,649
  2
 General
Metals Corporation
 (An Exploration Stage
Company)
 
 Unaudited
Condensed Consolidated Statements of Operations
 March
      15,
                    2006
                    (Inception)Three
      Months Ended October 31,
                  
                  
                  Six
      Months Ended October 31,
                  
                  
                  to
      October 31,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  2009Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      expensesDepreciation
      and amortization
                  
                  
                  1,790
                  
                  
                  
                  1,607
                  
                  
                  
                  3,398
                  
                  
                  
                  3,216
                  
                  
                  
                  20,713General
      and administrative
                  
                  
                  47,710
                  
                  
                  
                  56,122
                  
                  
                  
                  69,389
                  
                  
                  
                  103,132
                  
                  
                  
                  1,194,998Management
      and consulting
                  
                  
                  261,067
                  
                  
                  
                  87,706
                  
                  
                  
                  703,394
                  
                  
                  
                  343,673
                  
                  
                  
                  4,975,163Exploration
      and development
                  
                  
                  321,029
                  
                  
                  
                  299,937
                  
                  
                  
                  430,231
                  
                  
                  
                  737,775
                  
                  
                  
                  2,082,741Professional
      fees
                  
                  
                  68,261
                  
                  
                  
                  12,545
                  
                  
                  
                  126,811
                  
                  
                  
                  49,196
                  
                  
                  
                  488,227Total
      expenses
                  
                  
                  699,857
                  
                  
                  
                  457,917
                  
                  
                  
                  1,333,223
                  
                  
                  
                  1,236,992
                  
                  
                  
                  8,761,842(Loss)
      from operations
                  
                  
                  (699,857
                  )
                  
                  
                  (457,917
                  )
                  
                  
                  (1,333,223
                  )
                  
                  
                  (1,236,992
                  )
                  
                  
                  (8,761,842
                  )Other
      income (expenses)Interest
      expense
                  
                  
                  (1,372
                  )
                  
                  
                  (12,766
                  )
                  
                  
                  (3,619
                  )
                  
                  
                  (12,766
                  )
                  
                  
                  (19,722
                  )Gain
      on sale of mineral properties
                  
                  
                  -
                  
                  
                  
                  1,249,072
                  
                  
                  
                  -
                  
                  
                  
                  1,249,072
                  
                  
                  
                  1,249,072Realized
      gain/(loss) on sale of investments
                  
                  
                  (1,906
                  )
                  
                  
                  -
                  
                  
                  
                  (1,906
                  )
                  
                  
                  -
                  
                  
                  
                  (1,906
                  )Other
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000Gain/(loss)
      on foreign currency exchange
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,207Net
      income/(loss) before income taxes
                  
                  
                  (703,135
                  )
                  
                  
                  778,389
                  
                  
                  
                  (1,338,748
                  )
                  
                  
                  (686
                  )
                  
                  
                  (7,522,191
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      income/(loss)
                  
                  $
                  (703,135
                  )
                  
                  $
                  778,389
                  
                  
                  $
                  (1,338,748
                  )
                  
                  $
                  (686
                  )
                  
                  $
                  (7,522,191
                  )Earnings
      per common share:Basic
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.01
                  
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.01
                  
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      average shares outstanding:Basic
                  
                  
                  215,981,328
                  
                  
                  
                  109,525,634
                  
                  
                  
                  202,487,296
                  
                  
                  
                  105,607,496Diluted
                  
                  
                  215,981,328
                  
                  
                  
                  117,758,313
                  
                  
                  
                  202,487,296
                  
                  
                  
                  105,607,496The
      accompanying notes are an integral part of these
statements
 3
  General
Metals Corporation
 (An
Exploration Stage Company)
 
 Unaudited
Condensed Statement of Consolidated Stockholders' Equity and Comprehensive
Loss
  (Deficit)Accumulated
                    
                    
                    AccumulatedCommon
      Stock
                    
                    
                    
                    
                    
                    Stock
                    
                    
                    During
                    
                    
                    OtherIssued
                    
                    
                    
                    
                    
                    Paid
      in
                    
                    
                    Subscriptions
                    
                    
                    Exploration
                    
                    
                    Comprehensive
                    
                    
                    TotalShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    (Receivable)
                    
                    
                    Stage
                    
                    
                    Income/(Loss)
                    
                    
                    EquityBalance,
      April 30, 2005
                    
                    
                    
                    31,354,400
                    
                    
                    $
                    31,354
                    
                    
                    $
                    450,523
                    
                    
                    $
                    (127,500
                    )
                    
                    $
                    (208,251
                    )
                    
                    $
                    -
                    
                    
                    $
                    146,126Cash
      Received for SubscriptionsReceivable
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    127,500
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    127,500Common
      Stock Issued for Cash at $0.25In
      Private Placement
                    
                    
                    
                    44,000
                    
                    
                    
                    44
                    
                    
                    
                    4,956
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,000Common
      Stock Issued for Cash at $0.125In
      Private Placement
                    
                    
                    
                    26,400
                    
                    
                    
                    26
                    
                    
                    
                    2,974
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,000Common
      Stock Issued at $0.001 toexercise
      lease agreement
                    
                    
                    
                    5,500,000
                    
                    
                    
                    5,500
                    
                    
                    
                    530,350
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    535,850Common
      Stock Issued for Cash at $0.125In
      Private Placement
                    
                    
                    
                    2,782,450
                    
                    
                    
                    2,782
                    
                    
                    
                    313,406
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    316,188Common
      Stock Issued in Reorganization
                    
                    
                    
                    8,436,541
                    
                    
                    
                    8,437
                    
                    
                    
                    (787,983
                    )
                    
                    
                    
                    
                    
                    
                    208,251
                    
                    
                    
                    
                    
                    
                    
                    (571,295
                    )Common
      Stock Issued to Convert Debt at0.0185
      as Agreed in February 2005
                    
                    
                    
                    22,034,546
                    
                    
                    
                    22,035
                    
                    
                    
                    591,998
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    614,033Common
      Stock Issued as Incentive
                    
                    
                    
                    550,000
                    
                    
                    
                    550
                    
                    
                    
                    (50
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    500Common
      Stock Returned and Cancelled
                    
                    
                    
                    (550,000
                    )
                    
                    
                    (550
                    )
                    
                    
                    50
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (500
                    )Common
      Stock Issued in Exercise ofWarrants
      at $0.25
                    
                    
                    
                    702,900
                    
                    
                    
                    703
                    
                    
                    
                    159,047
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    159,750Net
      (Loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (637,068
                    )
                    
                    
                    
                    
                    
                    
                    (637,068
                    )Balance,
      April 30, 2006
                    
                    
                    
                    70,881,237
                    
                    
                    
                    70,881
                    
                    
                    
                    1,265,271
                    
                    
                    
                    -
                    
                    
                    
                    (637,068
                    )
                    
                    
                    -
                    
                    
                    
                    699,084Deposit
      received on Private Placement
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    76,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    76,000Common
      Stock Issued in Exercise ofWarrants
      at $0.25
                    
                    
                    
                    110,000
                    
                    
                    
                    110
                    
                    
                    
                    24,890
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    25,000Common
      Stock Issued for Cash at $0.125In
      Private Placement
                    
                    
                    
                    440,000
                    
                    
                    
                    440
                    
                    
                    
                    49,560
                    
                    
                    
                    (50,000
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -
  4
 
  (Deficit)Accumulated
                        
                        
                        AccumulatedCommon
      Stock
                        
                        
                        
                        
                        
                        Stock
                        
                        
                        During
                        
                        
                        OtherIssued
                        
                        
                        
                        
                        
                        Paid
      in
                        
                        
                        Subscriptions
                        
                        
                        Exploration
                        
                        
                        Comprehensive
                        
                        
                        TotalShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        (Receivable)
                        
                        
                        Stage
                        
                        
                        Income/(Loss)
                        
                        
                        EquityCommon
      Stock Issued for Service at
 $0.125
      per share
                      
                      
                      
                      158,400
                      
                      
                      
                      158
                      
                      
                      
                      17,842
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      18,000Common
      Stock Issued for Purchase offixed
      asset at $0.075
                      
                      
                      
                      220,000
                      
                      
                      
                      220
                      
                      
                      
                      14,780
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Common
      Stock Issued for Cash at $0.075
                      
                      
                      
                      164,495
                      
                      
                      
                      164
                      
                      
                      
                      11,052
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      11,216Common
      Stock Issued for Services at$0.075
      per share
                      
                      
                      
                      330,000
                      
                      
                      
                      330
                      
                      
                      
                      22,170
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      22,500Common
      Stock Issued to Convert Debt$0.075
      per share
                      
                      
                      
                      513,333
                      
                      
                      
                      513
                      
                      
                      
                      34,487
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      35,000Common
      Stock Issued for Cash at $0.075In
      Private Placement
                      
                      
                      
                      3,770,063
                      
                      
                      
                      3,770
                      
                      
                      
                      253,280
                      
                      
                      
                      (163,800
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      93,250Common
      Stock Issued for Cash at $0.075For
      Exploration Rights
                      
                      
                      
                      1,100,000
                      
                      
                      
                      1,100
                      
                      
                      
                      249,828
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      250,928Common
      Stock Issued for Cash at $0.075For
      Employee Incentive
                      
                      
                      
                      275,000
                      
                      
                      
                      275
                      
                      
                      
                      18,475
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      18,750Common
      Stock Issued for Cash at $0.125In
      Private Placement
                      
                      
                      
                      2,332,000
                      
                      
                      
                      2,332
                      
                      
                      
                      262,668
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      265,000Common
      Stock Issued for Cash at $0.125In
      Private Placement
                      
                      
                      
                      363,440
                      
                      
                      
                      363
                      
                      
                      
                      40,937
                      
                      
                      
                      (41,300
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Cash
      Received for SubscriptionsReceivable
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      137,800
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      137,800Stock-based
      compensation expense
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,447,734
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,447,734Net
      (Loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (2,087,666
                      )
                      
                      
                      
                      
                      
                      
                      (2,087,666
                      )Balance,
      April 30, 2007
                      
                      
                      
                      80,657,967
                      
                      
                      
                      80,656
                      
                      
                      
                      3,712,974
                      
                      
                      
                      (41,300
                      )
                      
                      
                      (2,724,734
                      )
                      
                      
                      -
                      
                      
                      
                      1,027,596Common Stock issued to convert Debt at$0.075
      per share
                      
                      
                      
                      513,333
                      
                      
                      
                      513
                      
                      
                      
                      34,487
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      35,000Common
      Stock Issued for Cash at $0.125In
      Private Placement
                      
                      
                      
                      667,040
                      
                      
                      
                      667
                      
                      
                      
                      75,133
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      75,800Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.075
                      
                      
                      
                      2,520,979
                      
                      
                      
                      2,522
                      
                      
                      
                      157,243
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      159,765Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.20
                      
                      
                      
                      654,500
                      
                      
                      
                      655
                      
                      
                      
                      118,345
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      119,000Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.125
                      
                      
                      
                      44,000
                      
                      
                      
                      44
                      
                      
                      
                      4,956
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,000Common
      Stock Issued for purchase ofasset
      at $0.125
                      
                      
                      
                      132,000
                      
                      
                      
                      132
                      
                      
                      
                      14,868
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000
  5
 
  (Deficit)Accumulated
                          
                          
                          AccumulatedCommon
      Stock
                          
                          
                          
                          
                          
                          Stock
                          
                          
                          During
                          
                          
                          OtherIssued
                          
                          
                          
                          
                          
                          Paid
      in
                          
                          
                          Subscriptions
                          
                          
                          Exploration
                          
                          
                          Comprehensive
                          
                          
                          TotalShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          (Receivable)
                          
                          
                          Stage
                          
                          
                          Income/(Loss)
                          
                          
                          Equity
 Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.20
                      
                      
                      
                      216,000
                      
                      
                      
                      216
                      
                      
                      
                      42,984
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      43,200Common
      Stock Issued for Cash at $0.125In
      Private Placement
                      
                      
                      
                      52,470
                      
                      
                      
                      53
                      
                      
                      
                      6,506
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      6,559Cash
      Received for SubscriptionsReceivable
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      50,300
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      50,300Common
      Stock Issued for Cash at $0.20In
      Private Placement
                      
                      
                      
                      2,503,000
                      
                      
                      
                      2,503
                      
                      
                      
                      484,497
                      
                      
                      
                      (160,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      327,000Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.07
                      
                      
                      
                      733,334
                      
                      
                      
                      733
                      
                      
                      
                      49,267
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      50,000Common
      Stock Issued for Cash at $0.15In
      Private Placement
                      
                      
                      
                      900,000
                      
                      
                      
                      900
                      
                      
                      
                      134,100
                      
                      
                      
                      (35,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      100,000Cash
      Received for SubscriptionsReceivable
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      151,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      151,000Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.068
                      
                      
                      
                      146,667
                      
                      
                      
                      147
                      
                      
                      
                      9,853
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Common
      Stock Issued in Exercise ofShare
      Purchase Warrants at $0.10
                      
                      
                      
                      110,000
                      
                      
                      
                      110
                      
                      
                      
                      7,390
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      7,500Common
      Stock Issued in Exercise of SharePurchase
      warrants at $0.114
                      
                      
                      
                      176,000
                      
                      
                      
                      176
                      
                      
                      
                      19,824
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      20,000Common
      Stock Issued for services to theadvisory
      board at $0.15
                      
                      
                      
                      2,000,000
                      
                      
                      
                      2,000
                      
                      
                      
                      298,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      300,000Common
      Stock Issued for Cash at $0.15In
      Private Placement
                      
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      14,900
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Common
      Stock Issued in Exercise of SharePurchase
      warrants at $0.075
                      
                      
                      
                      86,667
                      
                      
                      
                      87
                      
                      
                      
                      8,913
                      
                      
                      
                      (9,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Common
      Stock Issued in Exercise of SharePurchase
      warrants at $0.114
                      
                      
                      
                      2,200
                      
                      
                      
                      2
                      
                      
                      
                      248
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      250Common
      Stock Issued for Cash at $0.20In
      Private Placement
                      
                      
                      
                      590,000
                      
                      
                      
                      590
                      
                      
                      
                      58,410
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      59,000Common
      Shares issued for Cash at $0.15In
      Private Placement
                      
                      
                      
                      44,299
                      
                      
                      
                      44
                      
                      
                      
                      6,601
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      6,645Common
      Stock Issued in Exercise ofShare
      Purchase warrants at $0.068
                      
                      
                      
                      146,300
                      
                      
                      
                      147
                      
                      
                      
                      9,853
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Common
      Stock Issued for servicesat 
      $ 0.125
                      
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      12,400
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      12,500Common
      Stock Issued for Cash at $0.20In
      Private Placement
                      
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      9,900
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Common
      Stock Issued for Cash at $0.05In
      Private Placement
                      
                      
                      
                      400,000
                      
                      
                      
                      400
                      
                      
                      
                      19,600
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      20,000Common
      Stock Issued in Exerciseof
      Share Purchase warrants at $0.05
                      
                      
                      
                      275,000
                      
                      
                      
                      275
                      
                      
                      
                      13,475
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      13,750Common
      Stock Issued in Exercise ofShare
      Purchase warrants at $0.085
                      
                      
                      
                      29,412
                      
                      
                      
                      30
                      
                      
                      
                      2,470
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,500Cash
      Received for SubscriptionsReceivable
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      38,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      38,500Stock-based
      compensation expense
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      139,333
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      139,333Net
      (Loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,982,382
                      )
                      
                      
                      
                      
                      
                      
                      (1,982,382
                      )Balance,
      April 30, 2008
                      
                      
                      
                      93,901,168
                      
                      
                      
                      93,902
                      
                      
                      
                      5,466,530
                      
                      
                      
                      (5,500
                      )
                      
                      
                      (4,707,116
                      )
                      
                      
                      -
                      
                      
                      
                      847,816
  6
 
  (Deficit)Accumulated
                          
                          
                          AccumulatedCommon
      Stock
                          
                          
                          
                          
                          
                          Stock
                          
                          
                          During
                          
                          
                          OtherIssued
                          
                          
                          
                          
                          
                          Paid
      in
                          
                          
                          Subscriptions
                          
                          
                          Exploration
                          
                          
                          Comprehensive
                          
                          
                          TotalShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          (Receivable)
                          
                          
                          Stage
                          
                          
                          Income/(Loss)
                          
                          
                          Equity
 Common
      Stock Issued for Cash at $0.14In
      Private Placement
                      
                      
                      
                      7,000,000
                      
                      
                      
                      7,000
                      
                      
                      
                      93,000
                      
                      
                      
                      (95,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,000Common
      Stock Issued for Cash at $0.15In
      Private Placement
                      
                      
                      
                      2,000,000
                      
                      
                      
                      2,000
                      
                      
                      
                      28,000
                      
                      
                      
                      (14,387
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,613Common
      Stock Issued for Cash at $0.18In
      Private Placement
                      
                      
                      
                      1,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      16,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      17,500Common
      Stock Issued for Cash at $0.2In
      Private Placement
                      
                      
                      
                      8,400,000
                      
                      
                      
                      8,400
                      
                      
                      
                      159,600
                      
                      
                      
                      (15,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      153,000Common
      Stock Issued for Cash at $0.25In
      Private Placement
                      
                      
                      
                      2,502,000
                      
                      
                      
                      2,502
                      
                      
                      
                      59,998
                      
                      
                      
                      (1,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      61,500Common
      Stock Issued for Cash at $0.05In
      Private Placement
                      
                      
                      
                      8,274,000
                      
                      
                      
                      8,274
                      
                      
                      
                      380,326
                      
                      
                      
                      (34,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      354,600Common
      Stock Issued for Cash at $0.075In
      Private Placement
                      
                      
                      
                      870,000
                      
                      
                      
                      870
                      
                      
                      
                      64,280
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      65,150Common
      Stock Issued for Cash at $0.10In
      Private Placement
                      
                      
                      
                      150,000
                      
                      
                      
                      150
                      
                      
                      
                      14,850
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Common
      Stock Issued for Cash at $0.15In
      Private Placement
                      
                      
                      
                      416,000
                      
                      
                      
                      416
                      
                      
                      
                      30,784
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      31,200Common
      Stock Issued in Exercise ofShare
      Purchase warrants at $0.085
                      
                      
                      
                      33,930
                      
                      
                      
                      34
                      
                      
                      
                      2,841
                      
                      
                      
                      (625
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,250Common
      Stock Issued for servicesat $ 0.017
                      
                      
                      
                      750,000
                      
                      
                      
                      750
                      
                      
                      
                      12,250
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      13,000Common
      Stock Issued for servicesat $ 0.02
                      
                      
                      
                      3,500,000
                      
                      
                      
                      3,500
                      
                      
                      
                      66,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      70,000Common
      Stock Issued for servicesat $ 0.021
                      
                      
                      
                      4,250,000
                      
                      
                      
                      4,250
                      
                      
                      
                      85,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      89,250Common
      Stock Issued for servicesat $ 0.024
                      
                      
                      
                      2,500,000
                      
                      
                      
                      2,500
                      
                      
                      
                      57,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      60,000Common
      Stock Issued for servicesat $ 0.025
                      
                      
                      
                      1,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      24,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      25,000Common
      Stock Issued for servicesat $ 0.029
                      
                      
                      
                      581,396
                      
                      
                      
                      581
                      
                      
                      
                      20,326
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      20,907Common
      Stock Issued for servicesat $ 0.03
                      
                      
                      
                      10,000,000
                      
                      
                      
                      10,000
                      
                      
                      
                      290,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      300,000Common
      Stock Issued for servicesat $ 0.036
                      
                      
                      
                      11,000,000
                      
                      
                      
                      11,000
                      
                      
                      
                      385,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      396,000Common
      Stock Issued for servicesat $ 0.05
                      
                      
                      
                      3,100,000
                      
                      
                      
                      3,100
                      
                      
                      
                      151,900
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      155,000Common
      Stock Issued for servicesat $ 0.075
                      
                      
                      
                      838,000
                      
                      
                      
                      838
                      
                      
                      
                      61,912
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      62,750Common
      Stock Issued for servicesat $ 0.08
                      
                      
                      
                      4,147,000
                      
                      
                      
                      4,147
                      
                      
                      
                      327,613
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      331,760Common
      Stock Issued for servicesat $ 0.086
                      
                      
                      
                      2,000,000
                      
                      
                      
                      2,000
                      
                      
                      
                      170,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      172,000Common
      Stock Issued for servicesat $ 0.10
                      
                      
                      
                      150,000
                      
                      
                      
                      150
                      
                      
                      
                      14,850
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Cancellation
      of Issued Common Stockdue to non-payment on receivable
                      
                      
                      
                      (180,000
                      )
                      
                      
                      (180
                      )
                      
                      
                      (8,820
                      )
                      
                      
                      9,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Cash
      Received for SubscriptionsReceivable
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,500Unrealized
      Gain/(Loss) on Available-for-saleSecurities
      (net of tax)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      25,000Net
      (Loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,476,327
                      )Total
      comprehensive income (loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,451,327
                      )Balance,
      April 30, 2009
                      
                      
                      
                      168,183,494
                      
                      
                      
                      168,184
                      
                      
                      
                      7,974,740
                      
                      
                      
                      (151,012
                      )
                      
                      
                      (6,183,443
                      )
                      
                      
                      25,000
                      
                      
                      
                      1,833,469
  7
 
  (Deficit)Accumulated
                          
                          
                          AccumulatedCommon
      Stock
                          
                          
                          
                          
                          
                          Stock
                          
                          
                          During
                          
                          
                          OtherIssued
                          
                          
                          
                          
                          
                          Paid
      in
                          
                          
                          Subscriptions
                          
                          
                          Exploration
                          
                          
                          Comprehensive
                          
                          
                          TotalShares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          (Receivable)
                          
                          
                          Stage
                          
                          
                          Income/(Loss)
                          
                          
                          Equity
 Common
      Stock Issued for Cash at $0.15In
      Private Placement
                      
                      
                      
                      17,561,665
                      
                      
                      
                      17,562
                      
                      
                      
                      245,863
                      
                      
                      
                      (16,250
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      247,175Common
      Stock Issued for Cash at $0.02In
      Private Placement
                      
                      
                      
                      1,605,000
                      
                      
                      
                      1,605
                      
                      
                      
                      30,495
                      
                      
                      
                      (1,700
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      30,400Common
      Stock Issued for Cash at $0.022In
      Private Placement
                      
                      
                      
                      3,050,000
                      
                      
                      
                      3,050
                      
                      
                      
                      64,710
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      67,760Common
      Stock Issued for Cash at $0.025In
      Private Placement
                      
                      
                      
                      700,000
                      
                      
                      
                      700
                      
                      
                      
                      16,800
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      17,500Common
      Stock Issued for Cash at $0..033In
      Private Placement
                      
                      
                      
                      300,000
                      
                      
                      
                      300
                      
                      
                      
                      9,700
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Common
      Stock Issued for Cash at $0..035In
      Private Placement
                      
                      
                      
                      240,000
                      
                      
                      
                      240
                      
                      
                      
                      8,160
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      8,400Common
      Stock Issued for Cash at $0..04In
      Private Placement
                      
                      
                      
                      1,125,000
                      
                      
                      
                      1,125
                      
                      
                      
                      43,875
                      
                      
                      
                      (12,900
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      32,100Common
      Stock Issued for Cash at $0..045In
      Private Placement
                      
                      
                      
                      7,047,300
                      
                      
                      
                      7,048
                      
                      
                      
                      310,100
                      
                      
                      
                      (30,422
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      286,726Common
      Stock Issued for Cash at $0..05In
      Private Placement
                      
                      
                      
                      1,090,000
                      
                      
                      
                      1,090
                      
                      
                      
                      53,410
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      54,500Common
      Stock Issued for servicesat $ 0.02
                      
                      
                      
                      1,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      19,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      20,000Common
      Stock Issued for servicesat $ 0.028
                      
                      
                      
                      8,400,000
                      
                      
                      
                      8,400
                      
                      
                      
                      226,800
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      235,200Common
      Stock Issued for servicesat $ 0.032
                      
                      
                      
                      1,500,000
                      
                      
                      
                      1,500
                      
                      
                      
                      46,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      48,000Common
      Stock Issued for servicesat $ 0.035
                      
                      
                      
                      12,500
                      
                      
                      
                      12
                      
                      
                      
                      428
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      440Common
      Stock Issued for servicesat $ 0.047
                      
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      4,600
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      4,700Common
      Stock Issued for servicesat $ 0.050
                      
                      
                      
                      750,000
                      
                      
                      
                      750
                      
                      
                      
                      36,750
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      37,500Common
      Stock Issued for servicesat $ 0.065
                      
                      
                      
                      60,000
                      
                      
                      
                      60
                      
                      
                      
                      3,840
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,900Common
      Stock Issued for servicesat $ 0.083
                      
                      
                      
                      66,666
                      
                      
                      
                      67
                      
                      
                      
                      5,433
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,500Common
      Stock Issued for Cash at $0..035In
      Private Placement
                      
                      
                      
                      314,300
                      
                      
                      
                      314
                      
                      
                      
                      10,686
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      11,000Common
      Stock Issued for Cash at $0..045In
      Private Placement
                      
                      
                      
                      2,872,400
                      
                      
                      
                      2,872
                      
                      
                      
                      126,358
                      
                      
                      
                      (10,000
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      119,230Common
      Stock Issued for servicesat $ 0.041
                      
                      
                      
                      1,850,000
                      
                      
                      
                      1,850
                      
                      
                      
                      74,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      75,850Common
      Stock Issued for servicesat $ 0.050
                      
                      
                      
                      250,000
                      
                      
                      
                      250
                      
                      
                      
                      12,250
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      12,500Cash
      Received for SubscriptionsReceivable
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      110,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      110,000Unrealized
      Gain/(Loss) on Available-for-saleSecurities
      (net of tax)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,060,856
                      )Net
      (loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,338,748
                      )Total
      comprehensive income(loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (2,399,604
                      )Balance,
      October 31, 2009
                      
                      
                      
                      218,078,325
                      
                      
                      $
                      218,079
                      
                      
                      $
                      9,324,498
                      
                      
                      $
                      (112,284
                      )
                      
                      $
                      (7,522,191
                      )
                      
                      $
                      (1,035,856
                      )
                      
                      $
                      872,246
  8
 General
Metals Corporation
 (An Exploration Stage
Company)
 Unaudited
Condensed Consolidated Statements of Cash Flows
 
 March
      15, 2006(Inception)Six
      months ended October 31,
                  
                  
                  to
      October 31,2009
                  
                  
                  2008
                  
                  
                  2009Operating
      activitiesNet
      loss
                  
                  $
                  (1,338,748
                  )
                  
                  $
                  (686
                  )
                  
                  $
                  (7,522,191
                  )Adjustments
      to reconcile net lossStock
      issued for services
                  
                  
                  611,444
                  
                  
                  
                  319,580
                  
                  
                  
                  2,673,524Stock
      issued for payment of interest on debt
                  
                  
                  -
                  
                  
                  
                  12,750
                  
                  
                  
                  12,750Non-cash
      financing costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  46,234Realized
      loss on sale of investments
                  
                  
                  1,906
                  
                  
                  
                  -
                  
                  
                  
                  1,906Gain
      on sale of mineral property
                  
                  
                  -
                  
                  
                  
                  (1,249,072
                  )
                  
                  
                  (1,249,072
                  )Depreciation
      and amortization
                  
                  
                  3,398
                  
                  
                  
                  3,216
                  
                  
                  
                  20,713Stock-based
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,587,067Impairment
      of Long-lived assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  17,500Changes
      in operating assets and liabilities
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -(Increase)/decrease
      in other current assets
                  
                  
                  (54,777
                  )
                  
                  
                  (244
                  )
                  
                  
                  (55,022
                  )(Increase)/decrease
      in prepaid expenses
                  
                  
                  (54,833
                  )
                  
                  
                  7,556
                  
                  
                  
                  (66,418
                  )Increase/(decrease)
      in accounts payable
                  
                  
                  (97,296
                  )
                  
                  
                  371,105
                  
                  
                  
                  368,132Increase/(decrease)
      in accrued liabilities
                  
                  
                  5,001
                  
                  
                  
                  35,447
                  
                  
                  
                  221,975Net
      cash used by operating activities
                  
                  
                  (923,905
                  )
                  
                  
                  (500,348
                  )
                  
                  
                  (3,942,902
                  )Investment
      activitiesInvestments:Purchases
                  
                  
                  (1,356
                  )
                  
                  
                  -
                  
                  
                  
                  (1,356
                  )Maturities
      and sales
                  
                  
                  594
                  
                  
                  
                  -
                  
                  
                  
                  594Acquisition
      of mineral property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (78,091
                  )Investment
      in General Copper
                  
                  
                  -
                  
                  
                  
                  (845
                  )
                  
                  
                  (17,500
                  )Investment
      in Lahontan
                  
                  
                  (2,563
                  )
                  
                  
                  -
                  
                  
                  
                  (2,563
                  )Deposit
      on water rights
                  
                  
                  (800
                  )
                  
                  
                  -
                  
                  
                  
                  (800
                  )Deposit
      on reclamation bond
                  
                  
                  (16,994
                  )
                  
                  
                  -
                  
                  
                  
                  (34,438
                  )Proceeds
      from sale of mineral property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12,500Purchase
      of land
                  
                  
                  25
                  
                  
                  
                  -
                  
                  
                  
                  (67,742
                  )Purchase
      of equipment
                  
                  
                  (4,568
                  )
                  
                  
                  -
                  
                  
                  
                  (17,616
                  )Net
      cash used by investment activities
                  
                  
                  (25,662
                  )
                  
                  
                  (845
                  )
                  
                  
                  (207,012
                  )Financing
      activitiesProceeds
      from loans from related parties
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  96,864Repayments
      of loans from related parties
                  
                  
                  (4,880
                  )
                  
                  
                  -
                  
                  
                  
                  (33,064
                  )Proceeds
      from issuance of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  47,041Repayments
      of debt
                  
                  
                  (1,414
                  )
                  
                  
                  -
                  
                  
                  
                  (1,414
                  )Proceeds
      from the sale of stock
                  
                  
                  994,791
                  
                  
                  
                  480,699
                  
                  
                  
                  4,059,360Net
      cash provided by financing activities
                  
                  
                  988,497
                  
                  
                  
                  483,699
                  
                  
                  
                  4,168,787Net
      increase / (decrease) in cash
                  
                  
                  38,930
                  
                  
                  
                  (17,494
                  )
                  
                  
                  18,873Cash,
      beginning of period
                  
                  
                  (20,057
                  )
                  
                  
                  17,600
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  18,873
                  
                  
                  $
                  106
                  
                  
                  $
                  18,873Supplemental
      Information:Interest
      paid
                  
                  $
                  3,619
                  
                  
                  $
                  16
                  
                  
                  $
                  6,972Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      activities:Stock
      issued for service as prepaid expenses
                  
                  $
                  80,809
                  
                  
                  $
                  437,610
                  
                  
                  $
                  80,809Stock
      issued to acquire mineral property lease
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  783,687Stock
      issued for payment of interest on debt
                  
                  $
                  -
                  
                  
                  $
                  12,750
                  
                  
                  $
                  12,750Stock
      issued as reduction of accrued expenses
                  
                  $
                  150,000
                  
                  
                  $
                  -
                  
                  
                  $
                  150,000The
      accompanying notes are an integral part of these
statements
 9
 General
Metals Corporation
 (An Exploration Stage
Company)
 Notes
to Consolidated Financial Statements
 
 NOTE
1 - CONDENSED FINANCIAL STATEMENTS
 
 The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at October 31, 2009, and for all
periods presented herein, have been made.
 
 In
accordance with Article 8-03 of Regulation S-X certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted.  It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's April 30, 2009 audited financial
statements.  The results of operations for the period ended October
31, 2009 are not necessarily indicative of the operating results for the full
year.
 
 The
accompanying condensed consolidated financial statements include the accounts of
General Metals Corporation and its wholly owned subsidiary, General Gold
Corporation.  Collectively, they are referred herein as the
Company.  All inter-company balances and transactions have been
eliminated on consolidation.
 
 Use of
estimates
 
 The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those
estimates.
 
 Recently
Issued Accounting Pronouncements
 
 No new
accounting pronouncements have been issued since the filing of the Company’s
Form 10-K on August 13, 2009 for the fiscal year ended April 30, 2009 that are
likely to have a material impact on the Company’s financial position, results of
operations, or cash flows.
 
 NOTE
2 - GOING CONCERN
 
 The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.  10
 NOTE
3 – STOCKHOLDERS’ EQUITY
  The
following provides additional information for certain stock transactions that
occurred during the three months ended October 31, 2009.  For
additional details for all stock transaction please see the accompanying
consolidated statement of changes in stockholders’ equity.
  During
the three months ended July 31, 2009 we issued a total of 32,718,965 shares in
exchange for cash totaling $815,833 in private placement transactions of which
$61,272 remains outstanding at October 31, 2009. We also issued 8,050,000 shares
of common stock at $0.028 per share totaling $225,400 to officers and directors,
and employees. Of this amount, $150,000 was accrued as of April 30, 2009 with
the excess fair value of $75,400 being recognized as management and consulting
expense.
  During
the three months ended October 31, 2009, we issued a total of 3,186,700 shares
in exchange for cash totaling $140,230 in private placement transactions of
which $10,000 remains outstanding at October 31, 2009. We also issued 2,100,000
shares in exchange for consulting services including accounting and geologic
services.
  In
addition, we received $110,000 due on subscription receivables outstanding from
the period ended April 30, 2009.
 
 NOTE
4 - FINANCIAL INSTRUMENTS
 
 Fair
Value Measurements
  In
determining fair value in accordance with the hierarchy established by US GAAP,
the Company uses only the market method approach as it currently does not hold
any other type of asset.
  The
following hierarchy prioritizes the inputs used to measure fair value from
market based assumptions to entity specific assumptions:
  ·
                  Level 1: Inputs
      based on quoted market prices for identical assets or liabilities in
      active markets at the measurement
date.
  ·
                  Level 2: Observable
      inputs other than quoted prices included in Level 1, such as quoted
      prices for similar assets and liabilities in active markets; quoted prices
      for identical or similar assets and liabilities in markets that are not
      active; or other inputs that are observable or can be corroborated by
      observable market data.
  ·
                  Level 3: Inputs
      reflect management’s best estimate of what market participants would use
      in pricing the asset or liability at the measurement date. The inputs are
      unobservable in the market and significant to the instrument’s
      valuation.
  The
following table presents the Company’s hierarchy for its assets and liabilities
measured at fair value on a recurring basis as of October 31,
2009:
 
 Level
      1
                  
                  
                  Level
      2
                  
                  
                  Level
      3
                  
                  
                  TotalMarketable
      equity securities
                  
                  $
                  450,500
                  
                  
                  $
                  ––
                  
                  
                  $
                  ––
                  
                  
                  $
                  450,500Total
      assets measured at fair value on recurring basis
                  
                  $
                  450,500
                  
                  
                  $
                  ––
                  
                  
                  $
                  ––
                  
                  
                  $
                  450,500
  11
 NOTE
5 – SIGNIFICANT EVENTS
  Finalization
of the Ghana Sale
    Outstanding
warrants
  During
the three months ended October 31, 2009, Management issued shares in private
placements with accredited investors. In addition, Management identified
total warrants outstanding of approximately 3.6 million, where one warrant is
exercisable into one share of common stock. On September 10, 2009, the Company
issued shares at which point the total number of warrants outstanding exceeded
the total number of shares available in conjunction with the total number of
authorized shares of the company if every warrant were to be exercised, which
would require liability reclassification from equity.  Management evaluated
the estimated fair market value of these warrants at that date and again at
October 31, 2009 using a Black-Scholes Pricing model and noted that the total
value of the shares were immaterial to the financial statements.
  NOTE
6 – SUBSEQUENT EVENTS
  We
evaluated subsequent events through December 21, 2009, which is the date the
financial statements were issued. We are not aware of any significant events
which occurred subsequent to the balance sheet date but prior to December 21,
2009, that would have a material impact on our financial statements.  12
 Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations
  Forward-Looking
Statements
  This
quarterly report contains forward-looking statements.  These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
  Our
unaudited condensed financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles and Article 8-03 of Regulation S-X. The following
discussion should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this quarterly report, particularly in the section entitled "Risk
Factors".
  In this
quarterly report, unless otherwise specified, all dollar amounts are expressed
in United States dollars. All references to "common shares" refer to the common
shares in our capital stock.
  As used
in this quarterly report, the terms "we", "us" and "our" mean General Metals
Corporation and our wholly owned subsidiary General Gold Corporation, unless
otherwise indicated.
  OVERVIEW
  We are an
exploration stage company engaged in the acquisition, exploration and
development of mineral properties currently with an emphasis on gold and silver
mineralization, presently focused on our Independence Project located in Battle
Mountain, Nevada.
  We are
presently conducting an aggressive program to rapidly move the Independence
project toward production, which is dependent upon obtaining further
financing.
  In
addition to the on-going development of the Independence Mine, we are
continually seeking to acquire other mining claims, as our funding
allows.
  The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through equity offerings and loan
transactions.  We have been successful in structuring deals in which
expenses are paid through the issuances of common shares.  In
addition, we have raised additional funds and expect to continue to raise
additional funds through private placement equity offerings sufficient to fund
our current plan of operations.
  13
 The
Independence Mines Property
  
  We
currently control a 100% undivided leasehold interest in the Wilson-Independence
Gold – Silver Mine, situated in the Battle Mountain Mining District, Lander
County, Nevada. The property consists of 14 whole and fractional mining claims
encompassing 240 acres.  Our Due diligence shows that all claims are
valid and in good standing through and for the assessment year ending August 31,
2010.
  The
Wilson-Independence project is wholly owned by our company through our
subsidiary company General Gold Corporation under a mining lease/option
agreement with Independence Gold Silver Mines of Seattle, Washington. Under the
terms of the agreement we were required to expend a minimum of $625,000 towards
exploration development and commercial production of ores, minerals or
materials. This expenditure requirement was fulfilled prior to the year ended
April 30, 2008, as we expended approximately $760,000 through that
date.  During the year ended April, 30, 2009, we spent approximately
$995,000 on exploration and development including the initiation of the
permitting process.
  The term
of the lease is for a period of 20 years commencing October 1, 2005. There is a
production royalty payable for the sale of all gold, silver or platinum based
upon the average daily price of gold on the London Metal Exchange as follows: 3%
when the price of gold per ounce is less than $375, 4% when the price of gold
per ounce is between $375 and $475 and 5% when the price of gold is over $475.
There is also a production royalty of 3% payable on the sale of all substances
other than gold, silver and platinum.  We have the option to purchase
the property for $3.0 million within 10 years of the date the lease commenced
provided all obligations have been met.
  Location
and Access
  All
infrastructures 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 and the transcontinental natural gas line passes within 1.5 miles of the
property.
  The
property has been the site 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 was
erected on the property.
  14
 Accomplishments
  During
the quarter ended July 31, 2009, our company:
  1.
                located
      all of the sample pulps from the historic (1985-1987) Noranda Minerals
      drilling in the Independence Gold Skarn target in the Independence Deep
      Target on our Independence Mine Property and inventoried this pulp
      library.
  2.
                validated
      the data base for the Independence Skarn
assays.
  3.
                released
      the diamond drill results from the high grade Independence Gold Skarn
      Target at our Independence property in the Battle Mountain Mining District
      of Nevada. These intercepts are historic in nature and from diamond
      drilling conducted by Noranda Minerals from 1985 through 1989 and Great
      Basin Gold Corp. in 1998. Except for Great Basin Gold drill hole WI-001,
      none of these results have been previously
  disclosed.
  4.
                secured
      Great Basin Pulps from the High Grade Independence Gold Skarn
      Target
  5.
                through
      analysis and modeling of the the Noranda and Great Basin Gold drilling in
      the Independence Gold Skarn system, identified a target more than half a
      mile wide and three quarters of a mile long which contains three highly
      prospective structural / stratigraphic
zones.
  6.
                completed
      the baseline environmental surveys recently including flora, fauna and bat
      studies.  The reports of these studies are in our company’s
      files.
  7.
                collected
      characterization samples to define appropriate material for bulk samples
      to be used in advanced metallurgical studies, received the assay results
      and selected the appropriate material for two bulk
  samples
  8.
                received
      the check assay results required to validate the 2007-2008 drilling
      results under evaluation for the Independent Report. These results are
      being evaluated by our company's independent qualified
    person.
  9.
                appointed
      Henry S. Brock, CPA, MBA, CLU, ChFC to our Advisory Board and as Vice
      President of our company
  During
the quarter ended October 31, 2009, our company:
  1.
                completed
      the QA/QC on all final re-assays for the major mineralized drill
      intercepts in the Independence Gold Skarn in the Independence Deep Target.
      The results correlate exceptionally well with original drill data by
      Noranda Exploration and Great Basin Gold. Re-assay of Noranda Exploration
      pulps from their 1984 - 1987 diamond core drilling program returned
      results that were consistently higher than original assays and on average
      four percent (4%) higher in grade than the original
      assays.  Importantly, drift in higher grade samples consistently
      showed that the original Noranda assays underreported the gold content of
      the gold skarn as shown in Chart 1
below.
  15
 
  
  2.
                collected
      and delivered two bulk samples of surface oxide mineralization for
      metallurgical testing including column leach tests at the Independence.
      The samples were collected under the supervision of personnel from
      McClleland Laboratories Inc. (McClleland) of Sparks, Nevada. Each sample
      weighed approximately 2 1/2 tons and both samples have been delivered to
      McClleland for processing.
  3.
                through
      General Gold Corporation, our wholly owned subsidiary, received a grant of
      water rights for portions of Sections 28 and 33 (T31N, R43E), in Lander
      County, NV, the proposed center of the Independence Mine's process
      area.
 16
 4.
                  received
      Initial metallurgical characterization results for bulk samples of surface
      and near surface, oxide mineralization were completed by McClelland
      Metallurgical Laboratories of Sparks, Nevada during the quarter ended
      October 31, 2009.  Both the Hill Zone and Independence South
      Zone samples indicate excellent solution access regardless of feed size
      with the 2 inch material returning essentially identical gold extraction
      and recovery in the same leach time as the minus 10 mesh material as seen
      in the following table.
 Table 1.
Gold and Silver Recovery Independence Bottle Roll Tests
  Au
                AgFeed
                Recovery,
                Recovery,Composite
                Size
                %
                %Sample
      #1 (Hill Zone)
                2"
                82.5
                22.2Sample
      #1 (Hill Zone)
                1"
                84.2
                23.1Sample
      #1 (Hill Zone)
                1/2"
                81
                21.4Sample
      #1 (Hill Zone)
                10M
                82.2
                48.1Average
                
                82.5
                28.7Sample
      #2 (South Zone)
                2"
                63
                22.2Sample
      #2 (South Zone)
                1"
                58.8
                27.6Sample
      #2 (South Zone)
                1/2"
                61.1
                30.8Sample
      #2 (South Zone)
                10M
                63.6
                54.7Average
                
                61.6
                33.8
  Test
      Results Suggest Improved Economics: All test results to date suggest that
      expensive crushing can be minimized and that Carbon column recovery may be
      a less expensive processing solution than the previously discussed Merrill
      Crowe system. Project economics may have improved substantially with these
      results.
  5.
                instructed
      McClelland to proceed immediately with a large diameter column leach test
      on the Hill Zone.  McClelland will be conducting additional
      analytical and characterization work to better characterize the leach
      parameters to optimize leach results for the large diameter column leach
      in the South Zone.  Due to the exceptional recovery in the
      coarse fractions of the bottle rolls, column leach tests of each sample
      will be conducted at 2 and 6 inch.
  6.
                received
      final approval and has satisfied the required bonding of the drilling
      permits with the Bureau of Land Management
  (BLM).
  7.
                completed 5 of the planned 44
      hole 2009 drilling which is designed with three specific objectives:
 a.
                upgrade
      all the Hill Zone gold-silver mineralization into measured and indicated
      categories,
 b.
                provide
      sufficient drill density to identify higher grade zones within the Hill
      Zone mineralization, and
 c.
                provide
      sufficient detail to facilitate pit design and detailed mine
      planning.
  17
 Plan
of Operations- Permitting and Development Program
  During
next year, our company is undertaking an aggressive program to rapidly move the
Independence project toward production.  We anticipate being able to
secure necessary studies and permits to allow us to proceed to production in the
near term.  We have already initiated work to complete a current,
independent, technical report and resource calculation to be compliant with
Canadian National Instrument 43-101.  We anticipate this report will
be completed shortly. This report will not meet SEC Industry Guide 7 guidelines
but will provide information in a familiar format for our Canadian and European
investors.
  We
anticipate initially mining the Hill Zone and are completing all necessary work
to be able to finalize permits to allow us to begin there.  Additional
drilling and assaying planned to further delineate the Hill Zone mineralization
will allow us to maximize our cash flows early in the production
cycle
  The
following budget outline is anticipated to be necessary to move the Independence
Project forward to the brink of production in the coming twelve
months.
  Direct
      exploration and development costsHill
      zone drilling program
                  
                  $
                  300,000North
      zone drilling program
                  
                  
                  400,000Core
      drilling program
                  
                  
                  500,000Metalurgical
      testing trograms
                  
                  
                  250,000Additional
      permitting costs
                  
                  
                  300,000Report
      completion costs
                  
                  
                  30,000Total
      direct exploration and development costs
                  
                  
                  1,780,000Indirect
      costsOffice
      rent and other operating expenses
                  
                  
                  100,000Personnel
      costs
                  
                  
                  400,000Insurance
      expenses
                  
                  
                  140,000Other
      general and administrative expenses
                  
                  
                  480,000Legal
      expenses
                  
                  
                  30,000Contingency
                  
                  
                  70,000Total
      indirect costs
                  
                  
                  1,220,000Total
      budget for the next twelve months
                  
                  $
                  3,000,000
  North
Target
  Located
at the north end of the Independence claim block, the North target is a shallow
low grade occurrence situated approximately 1,200 ft SE of Newmont’s Sunshine
mine. The North target is based on 11 drill holes with a nominal spacing of 380
ft defining a mineralized area approximately 1000 ft by 470 ft. Gold
mineralization occurs in a granitic host rock and extends from the surface to
250 ft. Average gold intercept values range from 0.01 opt to 0.026 opt and
mineralization is open to the north, east, south and at depth. The BLM permit
was amended in April of 2008 to allow drilling of 36 RC drill holes to confirm
and define the extent of the gold mineralization.  Drilling is
scheduled for later in 2010.
  Liquidity
and Capital Requirements
  We are
presently conducting an aggressive program to rapidly move the Independence
project toward production.  We anticipate being able to secure
necessary studies and permits to allow us to proceed to production in the near
term.  We anticipate initially mining the Hill Zone and are completing
all necessary work to be able to finalize permits to allow us to begin
there.  Additional drilling and assaying are required to bring the
Hill Zone into production and the permitting required to allow for that program
is underway. We believe the Hill Zone is amenable to open pit mining and heap
leaching, and rapidly evaluate the potential of these target areas for near term
production.
  18
 
 We anticipate that to proceed with our plan of operations we will
require additional funds of approximately $3.0 million over the next twelve
months, exclusive of any acquisition or exploration costs. As we do not have the
funds necessary to cover our projected operating expenses for the next twelve
month period, we will be required to raise additional funds through the issuance
of equity securities, through loans or through debt financing. There can be no
assurance that we will be successful in raising the required capital or that
actual cash requirements will not exceed our estimates. We intend to fulfill any
additional cash requirement through the sale of our equity securities. In order
to raise the additional capital through the sale of equity securities, we will
need to increase the number of authorized shares as an amendment to our Articles
of Incorporation which requires a vote of the shareholders. We anticipate
holding this vote at the time of our annual meeting.
  If we are
not able to obtain the additional financing on a timely basis, if and when it is
needed, we will be forced to scale down or perhaps even cease the operation of
our business.
  The
continuation of our business is dependent upon obtaining further financing, a
successful program of exploration and/or development, 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 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.
  Capital
Expenditures
  We do not
intend to invest in capital expenditures during the twelve-month period ending
October 31, 2010.  However our company is always evaluating precious
metal property acquisitions and may complete an acquisition of acceptable
properties at any time.
  General
and Administrative/Management and Consulting Expenses
  We expect
to spend $480,000 during the twelve-month period ending October 31, 2010 on
general and administrative expenses including legal and auditing fees, rent,
office equipment and other administrative related expenses.
  Exploration
and Development
  The
exploration and development program currently being executed by our company
including the beginning of our permitting will bring the Independence Project
into production and we expect to expedite this process which will require
additional funds of approximately $1.8 million over the next twelve months,
exclusive of any acquisition or exploration costs.
  Corporate
Offices
  Our
principal business offices are located at 615 Sierra Rose Drive, Suite 1, Reno,
NV  89511.  We currently lease our space at an annual cost
of $22,392.  We believe that our current lease arrangements provide
adequate space for our foreseeable future needs.
  19
 On April
28, 2009, we purchased a 480 acre of private land which will be used for mineral
processing, equipment storage and maintenance.  The full purchase
price was $67,767 with 30% down and the balance by way of seller financing at
10% per annum for a period of 10 years with quarterly payments of $1,874
amortized over 10 years with no pre-payment penalty. Legal Description: Township
30 North, Range 43 East, M.D.M., Section 17 N/2, SW/4 comprising 480
acres.
  Employees
  We do not
expect any material changes in the number of employees over the next 12 month
period (although we may enter into employment or consulting agreements with our
officers or directors). We do and will continue to outsource services as
needed.  As at October 31, 2009, our only employees were our
officers.
  Critical
Accounting Estimates
  There
have been no material changes to our critical accounting estimates since the end
of our 2009 fiscal year. For detailed information on our critical accounting
policies and estimates, see our Annual Report on Form 10-Kfor the fiscal year
ended April 30, 2009.
  Results
of Operations – Three Months Ended October 31, 2009 and 2008
  The
following summary of our results of operations should be read in conjunction
with our financial statements for the quarter ended October 31, 2009 which are
included herein.
  Our
operating results for the three months ended October 31, 2009, for the three
months ended October 31, 2008 and the changes between those periods for the
respective items are summarized as follows:
  
 Three
      Months Ended
                  October 312009
                
                
                2008
                
                
                ChangeRevenue
                
                $
                Nil
                
                
                $
                Nil
                
                
                $
                NilOperating
      expenses
                
                $
                699,857
                
                
                $
                457,917
                
                
                $
                241,940Net
      income (loss)
                
                $
                (703,135
                )
                
                $
                778,389
                
                
                $
                (1,481,524
                )
  Revenues
  We have
not earned any revenues from our primary activities since our inception and we
do not anticipate earning revenues in the near future.
  The
decrease in net income from the period ended October 31, 2008 to October 31,
2009 relates primarily to the sale of the Ghana Mining Concession for $1.5
million in October of 2008. We anticipate net losses in future periods as we
continue to work toward our goal of near term production at the Independence
mine site.
  Operating
Expenses
 
 Our
operating expenses for the three months ended October 31, 2009 and 2008 are
outlined in the table below:
  Three
      Months Ended
                  October 312009
                
                
                2008
                
                
                ChangeDepreciation
      and amortization
                
                $
                1,790
                
                
                $
                1,607
                
                
                $
                183General
      and administrative
                
                $
                47,710
                
                
                $
                56,122
                
                
                $
                (8,412
                )Management
      and consulting
                
                $
                261,067
                
                
                $
                87,706
                
                
                $
                173,361Exploration
      and development
                
                $
                321,029
                
                
                $
                299,937
                
                
                $
                21,092Professional
      fees
                
                $
                68,261
                
                
                $
                12,545
                
                
                $
                55,716
  20
 The
increase in operating expenses for the three months ended October 31, 2009,
compared to the same period in fiscal 2008, was mainly due to an increase in
management and consulting fees, an increase in exploration and development fees
and an increase in professional fees.
  Six Months Ended October 31,
2009 and 2008
  The
following summary of our results of operations should be read in conjunction
with our financial statements for the quarter ended October 31, 2009 which are
included herein.
  Our
operating results for the six months ended October 31, 2009, for the six months
ended October 31, 2008 and the changes between those periods for the respective
items are summarized as follows:
  Six
      Months Ended
                  October 312009
                
                
                2008
                
                
                ChangeRevenue
                
                $
                Nil
                
                
                $
                Nil
                
                
                $
                NilOperating
      expenses
                
                $
                1,333,223
                
                
                $
                1,236,992
                
                
                $
                96,231Net
      income (loss)
                
                $
                (1,338,748
                )
                
                $
                (
      686
                )
                
                $
                (1,338,062
                )
  Revenues
  We have
not earned any revenues from our primary activities since our inception and we
do not anticipate earning revenues in the near future.
  Operating
Expenses
  Our
operating expenses for the six months ended October 31, 2009 and 2008 are
outlined in the table below:
  Six
      Months Ended
                  October 312009
                
                
                2008
                
                
                ChangeDepreciation
      and amortization
                
                $
                3,398
                
                
                $
                3,216
                
                
                $
                182General
      and administrative
                
                $
                69,389
                
                
                $
                103,132
                
                
                $
                (33,743
                )Management
      and consulting
                
                $
                703,394
                
                
                $
                343,673
                
                
                $
                359,721Exploration
      and development
                
                $
                430,231
                
                
                $
                737,775
                
                
                $
                (307,544
                )Professional
      fees
                
                $
                126,811
                
                
                $
                49,196
                
                
                $
                77,615
  The
increase in operating expenses for the six months ended October 31, 2009,
compared to the same period in fiscal 2008, was mainly due to an increase in
management and consulting fees and an increase in professional
fees.
  We have
focused our energy during this quarter on furthering the permitting process with
all charges being classified as development pushing the project ever closer to
production.  In the six months ended October 31, 2008, we were engaged
in a significant drilling program which resulted in the discovery of the Hill
Zone and delineation of a contiguous zone of mineralized material and is
reflected in the cost of exploration and development for that period being more
than $300,000 greater than this year.  For the three months ended
October 31, 2009, we have completed considerable work in permitting the
Independence project, thereby causing an increase in the exploration and
development expenses for that period over the prior year. In addition, we
expanded our drill program to further define the Hill Zone previously discovered
and assist in detail mine pit design.   We increased our business
development efforts as well as our investor awareness campaigns causing the
significant increase in the management and consulting costs of the Company in
the current quarter and six month period.  We anticipate that the
management and consulting costs will increase year over year due to the
consulting services paid for through the issuance of stock and the excess fair
value of shares issued to management in exchange for accrued payroll from the
year ended April 30, 2009.
 21
 
  Liquidity
and Financial Condition
  Working
Capital
 October
      31,
                  2009
                
                April
      30,
                  2009
                
                
                ChangeCurrent
      assets
                
                $
                658,290
                
                
                $
                1,891,764
                
                
                $
                (1,233,474
                )Current
      liabilities
                
                
                489,924
                
                
                
                739,037
                
                
                
                (249,113
                )Working
      Capital
                
                $
                168,366
                
                
                $
                1,152,727
                
                
                $
                (984,361
                )
 
 
 Cashflow
  Six
      Months Ended
                    October 312009
                  
                  
                  2008
                  
                  
                  ChangeNet
      cash used in operating activities
                  
                  $
                  (923,905
                  )
                  
                  $
                  (500,348
                  )
                  
                  $
                  (423,557
                  )Net
      cash provided (used) in investing activities
                  
                  
                  (25,662
                  )
                  
                  
                  (845
                  )
                  
                  
                  24,817Net
      cash provided by financing activities
                  
                  
                  988,497
                  
                  
                  
                  483,699
                  
                  
                  
                  504,798Net
      increase (decrease) in cash during period
                  
                  $
                  38,930
                  
                  
                  $
                  (17,494
                  )
                  
                  $
                  21,436
  Our total
assets at October 31, 2009 were $1,404,676. Our financial statements report a
net loss of $703,135 for the three months ended October 31, 2009, a net loss of
$1,338,748 for the six months ended October 31, 2009, and a net loss of
$7,522,191 for the period from March 15, 2006 (date of inception) to October 31,
2009. We had a cash balance of $18,873 as of October 31,
2009.




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 as needed. In this regard we have raised additional
capital through equity offerings and loan transactions.  We have been
successful in structuring deals in which expenses are paid for through the
issuances of common shares.  In addition, we have raised additional
funds and expect to continue to raise additional funds through private placement
equity offerings sufficient to fund our current plan of operations.




Our
principal sources of funds have been from sales of our common
stock.




Contractual
Obligations




As a
“smaller reporting company”, we are not required to provide tabular disclosure
obligations.




Off-Balance
Sheet Arrangements




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




22


Recently
Issued Accounting Standards





No new
accounting pronouncements have been issued since the filing of the Company’s
Form 10-K on August 13, 2009 for the fiscal year ended April 30, 2009 that are
likely to have a material impact on the Company’s financial position, results of
operations, or cash flows.




Item
4T.  Controls and Procedures




Management’s
Report on Disclosure Controls and Procedures




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




As of
October 31, 2009, the end of our quarter covered by this report, we carried out
an evaluation, under the supervision and with the participation of our president
(also our principal executive officer) and our chief financial officer (also
our  principal financial and accounting officer), of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on the
foregoing, our president and chief executive officer (who is acting as our
principal executive officer) and our chief financial officer (who is acting as
our principal financial officer and principle accounting officer) concluded that
our disclosure controls and procedures were not effective as of the end of the
period covered by this annual report.




Changes
in Internal Control over Financial Reporting




There
have been no changes in our internal controls over financial reporting that
occurred during the quarter ended October 31, 2009 that have materially or are
reasonably likely to materially affect, our internal controls over financial
reporting.







PART
II






OTHER
INFORMATION






Item
1.   Legal Proceedings




Our
company is not a party to any pending legal proceeding and no legal proceeding
is contemplated or threatened as of the date of this quarterly
report.




Item
1A.   Risk Factors




Risks
Related To Our Business:




We
do not expect positive cash flow from operations in the near term.  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.




We do not
expect positive cash flow from operations in this fiscal year.  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.




23


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.  We can provide no assurances that any financing will be
successfully completed.




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
gold and silver. Our properties are in the exploration stage only and are
without known reserves of gold and silver. 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 reserves of gold, silver or
other minerals, 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.










24


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 programs 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 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.




25


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 220,000,000 shares of common
stock with a par value of $0.001 and 50,000,000 preferred shares 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.




Some
of our directors and officers are residents of countries other than the United
States and investors may have difficulty enforcing any judgments against such
persons within the United States.




Some 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.




26


Risks
Associated With 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 Financial
Industry Regulatory Authority’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.




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




27





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




The
following provides additional information for certain stock transactions that
occurred during the three months ended October 31, 2009.  For
additional details for all stock transaction please see the accompanying
consolidated statement of changes in stockholders’ equity.




During
the three months ended July 31, 2009 we issued a total of 32,718,965 shares in
exchange for cash totaling $815,833 in private placement transactions of which
$61,272 remains outstanding at October 31, 2009. We also issued 8,050,000 shares
of common stock at $0.028 per share totaling $225,400 to officers and directors,
and employees. Of this amount, $150,000 was accrued as of April 30, 2009 with
the excess fair value of $75,400 being recognized as management and consulting
expense.




During
the three months ended October 31, 2009, we issued a total of 3,186,700 shares
in exchange for cash totaling $140,230 in private placement transactions of
which $10,000 remains outstanding at October 31, 2009. We also issued 2,100,000
shares in exchange for consulting services including accounting and geologic
services.




In
addition, we received $110,000 due on subscription receivables outstanding from
the period ended April 30, 2009.




Item
3.   Defaults Upon Senior Securities




None.




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




None.




Item
5.   Other Information




None.




28


Item
6.    Exhibits





Item
            
            Description(3)
            
            Articles
      of Incorporation and By-laws3.1
            
            Certificate
      of Incorporation (incorporated by reference from our Registration
      Statement on Form 10-SB12G filed on August 24, 1999)3.2
            
            By-Laws
      (incorporated by reference from our Registration Statement on Form
      10-SB12G filed on August 24, 1999)3.3
            
            Amendment
      to Certificate of Incorporation (incorporated by reference from our Annual
      Report on Form 10-KSB filed on August 15, 2006)(10)
            
            Material
      Contracts10.1
            
            Letter
      of Intent between General Gold Corporation and Gold Range, LLC dated
      November 14, 2004  (incorporated by reference from our Annual
      Report on Form 10-KSB filed on August 15, 2006)10.2
            
            Amendment
      to Letter of Intent between General Gold Corporation and Gold Range, LLC
      dated December 31, 2004 (incorporated by reference from our Annual Report
      on Form 10-KSB filed on August 15, 2006).=10.3
            
            Assignment
      of Lease Agreement between General Gold Corporation and Gold Range
      Company, LLC dated April 29, 2005  (incorporated by reference
      from our Annual Report on Form 10-KSB filed on August 15,
      2006)10.4
            
            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 August 15, 2006)10.5
            
            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 August 15,
      2006)10.6
            
            Share
      Purchase Agreement dated July 20, 2006 among General Gold Corporation,
      Recov Energy Corp. and the selling shareholders of General Gold
      Corporation  (incorporated by reference from our Annual Report
      on Form 10-KSB filed on August 15, 2006)10.7
            
            Share
      Purchase Agreement dated March 15, 2007 between our company and Sanibel
      Investments Ltd. (incorporated by reference from our Current Report on
      Form 8-K filed on March 22, 2007).(14)
            
            Code
      of Ethics14.1
            
            Code
      of Ethics  (incorporated by reference from our Annual Report on
      Form 10-KSB filed on August 15, 2006)(21)
            
            SubsidiariesGeneral
      Gold Corporation, a Nevada company(31)
            
            Section
      302 Certification31.1
            
            Section
      302 Certification of the Sarbanes-Oxley Act of 2002 (filed
      herewith)31.2
            
            Section
      302 Certification of the Sarbanes-Oxley Act of 2002 (filed
      herewith)(32)
            
            Section
      906 Certification32.1
            
            Section
      906 Certification of the Sarbanes-Oxley Act of 2002 (filed
      herewith)32.2
            
            Section
      906 Certification of the Sarbanes-Oxley Act of 2002 (filed
      herewith)


29





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.







GENERAL
      METALS CORPORATION(Registrant)Dated:  December
      ____, 2009
            
            /s/
      Stephen ParentStephen
      ParentChief
      Executive Officer and President(Principal
      Executive Officer)Dated:  December
      _____, 2009
            
            /S/
      Daniel J. ForbushDaniel
      J. ForbushChief
      Financial Officer(Principal
      Financial Officer and Principal Accounting
  Officer)




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