UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|P                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: January 31, 2009              
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________



GENERAL METALS CORPORATION

(Exact name of registrant as specified in its charter)



|                             |              |                    
|---------------------------- | ------------ | -------------------
|Delaware                     | 000-30230    | 65-0488983         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)



615 Sierra Rose Drive, Suite 1, Reno NV , 89511

(Address of Principal Executive Office) (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.                                                                                                                                                                                                | þ | Yes                                           |  ̈ | 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                                                                                                                                                                                                                                                                          |  ̈ |                                               |   | Accelerated filer         |  ̈ | 
|Non-accelerated filer                                                                                                                                                                                                                                                                            |  ̈ | (Do not check if a smaller reporting company) |   | Smaller reporting company | þ | 
|                                                                                                                                                                                                                                                                                                 |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the. Act)                                                                                                                                                                                          |  ̈ | Yes                                           | þ | 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.                                                                                                                                                                                                                                    |  ̈ | Yes                                           |  ̈ | No                       
|                                                                                                                                                                                                                                                                                                 |  
|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.                                                                                                                                                                   
|138,906,094 common shares issued and outstanding as of February 25, 2009                                                                                                                                                                                                                        







---

PART 1  FINANCIAL INFORMATION

Item 1.

Financial Statements.

It is the opinion of management that the interim financial statements for the quarter ended January 31, 2009 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.



1



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Consolidated Balance Sheets

|                                                                                                                                                                        |  |                  |            |                |           |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | -------------- | --------- | ---------- | -
|                                                                                                                                                                        |  | January 31,
2009 |            | April 30,
2008 |          
|                                                                                                                                                                        |  |                  |            |                | (Audited) |           
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|ASSETS                                                                                                                                                                  |  |                  |            |                |           |            |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Current Assets                                                                                                                                                          |  |                  |            |                |           |            |  
|Cash and Cash Equivalents                                                                                                                                               |  | $                | 2,042      |                | $         | 17,600     |  
|Prepaid Expenses                                                                                                                                                        |  |                  | 539,610    |                |           | 300        |  
|Other Receivables                                                                                                                                                       |  |                  | 987,500    |                |           |           |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Current Assets                                                                                                                                                    |  |                  | 1,529,152  |                |           | 17,900     |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Fixed Assets                                                                                                                                                            |  |                  |            |                |           |            |  
|Mineral Property                                                                                                                                                        |  |                  | 58,091     |                |           | 58,091     |  
|Investment in General Copper                                                                                                                                            |  |                  | 17,500     |                |           | 17,500     |  
|Property and Equipment, net                                                                                                                                             |  |                  | 27,341     |                |           | 32,164     |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Fixed Assets                                                                                                                                                      |  |                  | 102,932    |                |           | 107,755    |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Assets                                                                                                                                                            |  | $                | 1,632,084  |                | $         | 125,655    |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                    |  |                  |            |                |           |            |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Current Liabilities                                                                                                                                                     |  |                  |            |                |           |            |  
|Accounts Payable                                                                                                                                                        |  | $                | 404,273    |                | $         | 117,686    |  
|Accrued Liabilities                                                                                                                                                     |  |                  | 53,790     |                |           |           |  
|Deferred Gain                                                                                                                                                           |  |                  | 987,500    |                |           |           |  
|Loan from Related Parties                                                                                                                                               |  |                  | 11,800     |                |           |           |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Current Liabilities                                                                                                                                               |  |                  | 1,457,363  |                |           | 117,686    |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Liabilities                                                                                                                                                       |  |                  | 1,457,363  |                |           | 117,686    |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Stockholders' Equity                                                                                                                                                    |  |                  |            |                |           |            |  
|Preferred Stock, authorized 50,000,000 shares, par value $0.001,
zero issued and outstanding                                                                            |  |                  |           |                |           |           |  
|Common Stock, authorized 200,000,000 shares, par value $0.001,
issued and outstanding on January 31, 2009 and April 30, 2008
is 137,383,494 and 93,901,168 respectively |  |                  | 137,384    |                |           | 93,902     |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Additional Paid-in Capital                                                                                                                                              |  |                  | 5,549,158  |                |           | 3,711,194  |  
|Subscriptions (Receivable)/Cash Receipts                                                                                                                                |  |                  | (68,625    | )              |           | (5,500     | )
|Accumulated Deficit during Exploration Stage                                                                                                                            |  |                  | (5,443,196 | )              |           | (3,791,627 | )
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Stockholders' Equity                                                                                                                                              |  |                  | 174,721    |                |           | 7,969      |  
|                                                                                                                                                                        |  |                  |            |                |           |            |  
|Total Liabilities and Stockholders' Equity                                                                                                                              |  | $                | 1,632,084  |                | $         | 125,655    |  





The accompanying notes are an integral part of these statements



2



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Condensed Consolidated Statements of Operations

|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|------------------------------------- |  | ------------------------------ | ----------- | ----------------------------- | - | ---------------------------------------- | - | ---- | ----------- | ---- | - | ---------- | - | - | ---------- | -
|                                      |  | Three Months Ended January 31, |             | Nine Months Ended January 31, |   | July 17, 1998
(Inception)
to
January 31, |  
|                                      |  | 2009                           |             | 2008                          |   | 2009                                     |   | 2008 |             | 2009 |  
|Revenue                               |  | $                              |            |                               | $ |                                         |   | $    |            |      | $ |           |   | $ |           |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Operating Expenses                    |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Depreciation and Amortization         |  |                                | 1,608       |                               |   | 171                                      |   |      | 4,824       |      |   | 6,073      |   |   | 15,708     |  
|General and Administrative            |  |                                | (28,278     | )                             |   | 6,543                                    |   |      | 67,041      |      |   | 170,442    |   |   | 1,437,172  |  
|Management and Consulting             |  |                                | 347,360     |                               |   | 203,588                                  |   |      | 691,033     |      |   | 503,812    |   |   | 1,757,941  |  
|Exploration and Development           |  |                                | 45,643      |                               |   | 191,872                                  |   |      | 783,419     |      |   | 456,370    |   |   | 1,570,521  |  
|Professional Fees                     |  |                                | 26,898      |                               |   | 6,399                                    |   |      | 76,094      |      |   | 46,857     |   |   | 304,938    |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Total Expenses                        |  |                                | 393,231     |                               |   | 408,573                                  |   |      | 1,622,411   |      |   | 1,183,554  |   |   | 5,086,280  |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|(Loss) from Operations                |  |                                | (393,231    | )                             |   | (408,573                                 | ) |      | (1,622,411  | )    |   | (1,183,554 | ) |   | (5,086,280 | )
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Other Income (Expenses)               |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Interest Expense                      |  |                                | (57         | )                             |   |                                         |   |      | (12,823     | )    |   |           |   |   | (12,823    | )
|Gain on sale of Mineral Properties    |  |                                | 12,500      |                               |   |                                         |   |      | 12,500      |      |   |           |   |   | 12,500     |  
|Easement Income                       |  |                                | 2,500       |                               |   |                                         |   |      | 2,500       |      |   |           |   |   | 5,000      |  
|Gain on Forgiveness of Debt           |  |                                |            |                               |   |                                         |   |      |            |      |   |           |   |   | 243,452    |  
|Loss on Outstanding Warrants          |  |                                |            |                               |   | (11,637                                  | ) |      | (31,335     | )    |   | (426,339   | ) |   | (605,045   | )
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Net Profit/(Loss) before Income Taxes |  |                                | (378,288    | )                             |   | (420,210                                 | ) |      | (1,651,569  | )    |   | (1,609,893 | ) |   | (5,443,196 | )
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Provision for Income Taxes            |  |                                |            |                               |   |                                         |   |      |            |      |   |           |   |   |           |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Net Profit/(Loss)                     |  | $                              | (378,288    | )                             | $ | (420,210                                 | ) | $    | (1,651,569  | )    | $ | (1,609,893 | ) | $ | (5,443,196 | )
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Basic (Loss) per Share                |  | $                              | (0.00       | )                             | $ | (0.00                                    | ) | $    | (0.01       | )    | $ | (0.02      | ) |   |            |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Weighted Average
Number of Shares     |  |                                | 122,249,450 |                               |   | 85,055,260                               |   |      | 111,134,788 |      |   | 85,055,260 |   |   |            |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Diluted (Loss) per Share              |  | $                              | (0.00       | )                             | $ | (0.00                                    | ) | $    | (0.01       | )    | $ | (0.02      | ) |   |            |  
|                                      |  |                                |             |                               |   |                                          |   |      |             |      |   |            |   |   |            |  
|Weighted Average
Number of Shares     |  |                                | 128,497,249 |                               |   | 87,382,763                               |   |      | 118,606,852 |      |   | 87,382,763 |   |   |            |  





The accompanying notes are an integral part of these statements



3



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Condensed Statement of Consolidated Stockholders' Equity

Inception 17-July-1998 to 31-October-2008

|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|------------------------------------------------------------------------ |  | ---------- | - | - | ------ | - | ---------------- | -------- | ---------------------------------- | - | ----------------------------------------------- | - | ------------ | -------- | - | - | -------- | -
|                                                                         |  |            |   |   |        |   | Paid in 
Capital |          | Stock 
Subscriptions 
(Receivable) |   | (Deficit)
Accumulated 
During
Exploration
Stage |   | Total
Equity |         
|                                                                         |  |            |  
|                                                                         |  |            |  
|Common Stock                                                            
|Shares                                                                   |  | Amount    
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Balance, July 17, 1998 (Inception)                                       |  |           |   | $ |       |   | $                |         |                                    | $ |                                                |   | $            |         |   | $ |         |  
|Common Stock Issued to Founders for Organizational Costs                 |  | 5,500,000  |   |   |        |   |                  | (5,000   | )                                  |   |                                                 |   |              |          |   |   | 500      |  
|Contributed Capital                                                      |  |            |   |   |        |   |                  | 87       |                                    |   |                                                 |   |              |          |   |   | 87       |  
|Common Stock Issued for Acquisition Of License                           |  | 22,000,000 |   |   | 22,000 |   |                  | (20,000  | )                                  |   |                                                 |   |              |          |   |   | 2,000    |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (587     | ) |   | (587     | )
|Balance, April 30, 1999                                                  |  | 27,500,000 |   |   | 27,500 |   |                  | (24,913  | )                                  |   |                                                |   |              | (587     | ) |   | 2,000    |  
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (2,000   | ) |   | (2,000   | )
|Balance, April 30, 2000                                                  |  | 27,500,000 |   |   | 27,500 |   |                  | (24,913  | )                                  |   |                                                |   |              | (2,587   | ) |   |         |  
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Contributed Capital                                                      |  |            |   |   |        |   |                  | 9,000    |                                    |   |                                                 |   |              |          |   |   | 9,000    |  
|Net (Loss )                                                              |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (14,977  | ) |   | (14,977  | )
|Balance, April 30, 2001                                                  |  | 27,500,000 |   |   | 27,500 |   |                  | (15,913  | )                                  |   |                                                |   |              | (17,564  | ) |   | (5,977   | )
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Contributed Capital                                                      |  |            |   |   |        |   |                  | 9,000    |                                    |   |                                                 |   |              |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (16,657  | ) |   | (16,657  | )
|Balance, April 30, 2002                                                  |  | 27,500,000 |   |   | 27,500 |   |                  | (6,913   | )                                  |   |                                                |   |              | (34,221  | ) |   | (13,634  | )
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Contributed Capital                                                      |  |            |   |   |        |   |                  | 9,000    |                                    |   |                                                 |   |              |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (21      | ) |   | (21      | )
|Balance, April 30, 2003                                                  |  | 27,500,000 |   |   | 27,500 |   |                  | 2,087    |                                    |   |                                                |   |              | (34,242  | ) |   | (4,655   | )
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Contributed Capital                                                      |  |            |   |   |        |   |                  | 9,000    |                                    |   |                                                 |   |              |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (20,886  | ) |   | (20,886  | )
|Balance, April 30, 2004                                                  |  | 27,500,000 |   |   | 27,500 |   |                  | 11,087   |                                    |   |                                                |   |              | (55,128  | ) |   | (16,541  | )
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Common Stock Issued for Cash at $0.125,
net of $3,710 Offering Costs     |  | 3,854,400  |   |   | 3,854  |   |                  | 430,436  |                                    |   | (127,500                                        | ) |              |          |   |   | 306,790  |  
|Contributed Capital                                                      |  |            |   |   |        |   |                  | 9,000    |                                    |   |                                                 |   |              |          |   |   | 9,000    |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (153,123 | ) |   | (153,123 | )
|Balance, April 30, 2005                                                  |  | 31,354,400 |   |   | 31,354 |   |                  | 450,523  |                                    |   | (127,500                                        | ) |              | (208,251 | ) |   | 146,126  |  
|                                                                         |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              |          |   |   |          |  
|Cash Received for Subscriptions Receivable                               |  |            |   |   |        |   |                  |          |                                    |   | 127,500                                         |   |              |          |   |   | 127,500  |  
|Common Stock Issued for Cash at $0.25
In Private Placement               |  | 44,000     |   |   | 44     |   |                  | 4,956    |                                    |   |                                                 |   |              |          |   |   | 5,000    |  
|Common Stock Issued for Cash at $0.125
In Private Placement              |  | 26,400     |   |   | 26     |   |                  | 2,974    |                                    |   |                                                 |   |              |          |   |   | 3,000    |  
|Common Stock Issued at $0.001 to exercise
lease agreement                |  | 5,500,000  |   |   | 5,500  |   |                  | (500     | )                                  |   |                                                 |   |              |          |   |   | 5,000    |  
|Common Stock Issued for Cash at $0.125
In Private Placement              |  | 2,782,450  |   |   | 2,782  |   |                  | 313,406  |                                    |   |                                                 |   |              |          |   |   | 316,188  |  
|Common Stock Issued in Reorganization                                    |  | 8,436,541  |   |   | 8,437  |   |                  | (579,732 | )                                  |   |                                                 |   |              |          |   |   | (571,295 | )
|Common Stock Issued to Convert Debt
at 0.0185 as Agreed in February 2005 |  | 22,034,546 |   |   | 22,035 |   |                  | 348,546  |                                    |   |                                                 |   |              |          |   |   | 370,581  |  
|Common Stock Issued as Incentive                                         |  | 550,000    |   |   | 550    |   |                  | (50      | )                                  |   |                                                 |   |              |          |   |   | 500      |  
|Common Stock Returned and Cancelled                                      |  | (550,000   | ) |   | (550   | ) |                  | 50       |                                    |   |                                                 |   |              |          |   |   | (500     | )
|Common Stock Issued in Exercise of
Warrants at $0.25                     |  | 702,900    |   |   | 703    |   |                  | 159,047  |                                    |   |                                                 |   |              |          |   |   | 159,750  |  
|Net (Loss)                                                               |  |            |   |   |        |   |                  |          |                                    |   |                                                 |   |              | (418,616 | ) |   | (418,616 | )
|Balance, April 30, 2006                                                  |  | 70,881,237 |   |   | 70,881 |   |                  | 699,220  |                                    |   |                                                |   |              | (626,867 | ) |   | 143,234  |  





The accompanying notes are an integral part of these statements



4



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Condensed Statement of Consolidated Stockholders' Equity (contd)

Inception 17-July-1998 to 31-October-2008

|                                                              |  |        |            |  |  |        |  |                  |           |                                  |  |                                                  |   |              |            |   |  |          |  
|------------------------------------------------------------- |  | ------ | ---------- |  |  | ------ |  | ---------------- | --------- | -------------------------------- |  | ------------------------------------------------ | - | ------------ | ---------- | - |  | -------- | -
|                                                              |  |        |            |  |  |        |  | Paid in 
Capital |           | Stock
Subscriptions
(Receivable) |  | (Deficit)
Accumulated 
During
Exploration 
Stage |   | Total
Equity |           
|                                                              |  |        |           
|                                                              |  |        |           
|Common Stock                                                 
|Shares                                                        |  | Amount
|                                                              |  |        |            |  |  |        |  |                  |           |                                  |  |                                                  |   |              |            |   |  |          |  
|Balance, April 30, 2006                                       |  |        | 70,881,237 |  |  | 70,881 |  |                  | 699,220   |                                  |  |                                                 |   |              |           |   |  | 143,234  |  
|Deposit received on Private Placement                         |  |        |            |  |  |        |  |                  |           |                                  |  | 76,000                                           |   |              |            |   |  | 76,000   |  
|Common Stock Issued in Exercise of Warrants at $0.25          |  |        | 110,000    |  |  | 110    |  |                  | 24,890    |                                  |  |                                                  |   |              |            |   |  | 25,000   |  
|Common Stock Issued for Cash at $0.125 In Private Placement   |  |        | 440,000    |  |  | 440    |  |                  | 49,560    |                                  |  | (50,000                                          | ) |              |            |   |  |         |  
|Common Stock Issued for Service at $0.125 per share           |  |        | 158,400    |  |  | 158    |  |                  | 17,842    |                                  |  |                                                  |   |              |            |   |  | 18,000   |  
|Common Stock Issued for Purchase of fixed asset at $0.075     |  |        | 220,000    |  |  | 220    |  |                  | 14,780    |                                  |  |                                                  |   |              |            |   |  | 15,000   |  
|Common Stock Issued for Cash at $0.075                        |  |        | 164,495    |  |  | 164    |  |                  | 11,052    |                                  |  |                                                  |   |              |            |   |  | 11,216   |  
|Common Stock Issued for Services at $0.075 per share          |  |        | 330,000    |  |  | 330    |  |                  | 22,170    |                                  |  |                                                  |   |              |            |   |  | 22,500   |  
|Common Stock Issued to Convert Debt $0.075 per share          |  |        | 513,333    |  |  | 513    |  |                  | 34,487    |                                  |  |                                                  |   |              |            |   |  | 35,000   |  
|Common Stock Issued for Cash at $0.075 In Private Placement   |  |        | 3,770,063  |  |  | 3,770  |  |                  | 253,280   |                                  |  | (163,800                                         | ) |              |            |   |  | 93,250   |  
|Common Stock Issued for Cash at $0.075 for Exploration Rights |  |        | 1,100,000  |  |  | 1,100  |  |                  | 73,900    |                                  |  |                                                  |   |              |            |   |  | 75,000   |  
|Common Stock Issued for Cash at $0.075 For Employee Incentive |  |        | 275,000    |  |  | 275    |  |                  | 18,475    |                                  |  |                                                  |   |              |            |   |  | 18,750   |  
|Common Stock Issued for Cash at $0.125 In Private Placement   |  |        | 2,332,000  |  |  | 2,332  |  |                  | 262,668   |                                  |  |                                                  |   |              |            |   |  | 265,000  |  
|Common Stock Issued for Cash at $0.125 In Private Placement   |  |        | 363,440    |  |  | 363    |  |                  | 40,937    |                                  |  | (41,300                                          | ) |              |            |   |  |         |  
|Cash Received for Subscriptions Receivable                    |  |        |            |  |  |        |  |                  |           |                                  |  | 137,800                                          |   |              |            |   |  | 137,800  |  
|Net (Loss)                                                    |  |        |            |  |  |        |  |                  |           |                                  |  |                                                  |   |              | (714,932   | ) |  | (714,932 | )
|Balance, April 30, 2007                                       |  |        | 80,657,967 |  |  | 80,656 |  |                  | 1,523,261 |                                  |  | (41,300                                          | ) |              | (1,341,799 | ) |  | 220,818  |  





The accompanying notes are an integral part of these statements



5



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Condensed Statement of Consolidated Stockholders' Equity (contd)

Inception 17-July-1998 to 31-October-2008

|                                                                     |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              |            |   |  |            |  
|-------------------------------------------------------------------- |  | ---------- |  |  | ------ |  | ---------------- | --------- | ------------------------------- |  | ------------------------------------------------ | - | ------------ | ---------- | - |  | ---------- | -
|                                                                     |  |            |  |  |        |  | Paid in 
Capital |           | Stock
Subscriptions
(Receivable |  | (Deficit)
Accumulated 
During
Exploration 
Stage |   | Total
Equity |           
|                                                                     |  |            | 
|                                                                     |  |            | 
|Common Stock                                                        
|Shares                                                               |  | Amount    
|                                                                     |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              |            |   |  |            |  
|Balance, April 30, 2007                                              |  | 80,657,967 |  |  | 80,656 |  |                  | 1,523,261 |                                 |  | (41,300                                          | ) |              | (1,341,799 | ) |  | 220,818    |  
|Common Stock issued to convert Debt at $0.075 per share              |  | 513,333    |  |  |        |  |                  | 34,487    |                                 |  |                                                  |   |              |            |   |  | 35,000     |  
|Common Stock Issued for Cash at $0.125In Private Placement           |  | 667,040    |  |  | 667    |  |                  | 75,133    |                                 |  |                                                  |   |              |            |   |  | 75,800     |  
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.075 |  | 2,343,219  |  |  | 2,344  |  |                  | 157,421   |                                 |  |                                                  |   |              |            |   |  | 159,765    |  
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.20  |  | 654,500    |  |  | 655    |  |                  | 118,345   |                                 |  |                                                  |   |              |            |   |  | 119,000    |  
|Common Stock Issued in Exercise of                                   |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              |            |   |  |            |  
|Share Purchase Warrants at $0.125                                    |  | 44,000     |  |  | 44     |  |                  | 4,956     |                                 |  |                                                  |   |              |            |   |  | 5,000      |  
|Common Stock Issued for purchase of asset at $0.125                  |  | 132,000    |  |  | 132    |  |                  | 14,868    |                                 |  |                                                  |   |              |            |   |  | 15,000     |  
|Common Stock recorded to balance with                                |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              |            |   |  |            |  
|Transfer Agent Records                                               |  | 177,760    |  |  | 178    |  |                  | (178      | )                               |  |                                                  |   |              |            |   |  |           |  
|Common Stock Issued in Exercise of                                   |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              |            |   |  |            |  
|Share Purchase Warrants at $0.20                                     |  | 216,000    |  |  | 216    |  |                  | 42,984    |                                 |  |                                                  |   |              |            |   |  | 43,200     |  
|Common Stock Issued for Cash at $0.125In Private Placement           |  | 52,470     |  |  | 53     |  |                  | 6,506     |                                 |  |                                                  |   |              |            |   |  | 6,559      |  
|Cash Received for Subscriptions Receivable                           |  |            |  |  |        |  |                  |           |                                 |  | 50,300                                           |   |              |            |   |  | 50,300     |  
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 2,503,000  |  |  | 2,503  |  |                  | 498,097   |                                 |  | (160,000                                         | ) |              |            |   |  | 340,600    |  
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.07  |  | 733,334    |  |  | 733    |  |                  | 49,267    |                                 |  |                                                  |   |              |            |   |  | 50,000     |  
|Common Stock Issued for Cash at $0.15 In Private Placement           |  | 800,000    |  |  | 800    |  |                  | 119,200   |                                 |  | (35,000                                          | ) |              |            |   |  | 85,000     |  
|Cash Received for Subscriptions Receivable                           |  |            |  |  |        |  |                  |           |                                 |  | 151,000                                          |   |              |            |   |  | 151,000    |  
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.068 |  | 146,667    |  |  | 147    |  |                  | 9,853     |                                 |  |                                                  |   |              |            |   |  | 10,000     |  
|Common Stock Issued in Exercise of Share Purchase Warrants at $0.10  |  | 110,000    |  |  | 110    |  |                  | 7,390     |                                 |  |                                                  |   |              |            |   |  | 7,500      |  
|Common Stock Issued in Exercise of Share                             |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              |            |   |  |            |  
|Purchase warrants at $0.114                                          |  | 176,000    |  |  | 176    |  |                  | 19,824    |                                 |  |                                                  |   |              |            |   |  | 20,000     |  
|Common Stock Issued for purchase of asset at $0.15                   |  | 100,000    |  |  | 100    |  |                  | 14,900    |                                 |  |                                                  |   |              |            |   |  | 15,000     |  
|Common Stock Issued for services to the advisory board at $0.15      |  | 2,000,000  |  |  | 2,000  |  |                  | 298,000   |                                 |  |                                                  |   |              |            |   |  | 300,000    |  
|Common Stock Issued for Cash at $0.15 In Private Placement           |  | 100,000    |  |  | 100    |  |                  | 14,900    |                                 |  |                                                  |   |              |            |   |  | 15,000     |  
|Common Stock Issued in Exercise of Share Purchase warrants at $0.075 |  | 86,667     |  |  | 87     |  |                  | 8,913     |                                 |  | (9,000                                           | ) |              |            |   |  |           |  
|Common Stock Issued in Exercise of Share Purchase warrants at $0.114 |  | 2,200      |  |  | 2      |  |                  | 248       |                                 |  |                                                  |   |              |            |   |  | 250        |  
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 590,000    |  |  | 590    |  |                  | 58,410    |                                 |  |                                                  |   |              |            |   |  | 59,000     |  
|Common Shares issued for Cash at $0.15 In Private Placement          |  | 44,299     |  |  | 44     |  |                  | 6,601     |                                 |  |                                                  |   |              |            |   |  | 6,645      |  
|Common Stock Issued in Exercise of Share Purchase warrants at $0.068 |  | 146,300    |  |  | 147    |  |                  | 9,853     |                                 |  |                                                  |   |              |            |   |  | 10,000     |  
|Common Stock Issued for services at $0.125                           |  | 100,000    |  |  | 100    |  |                  | 12,400    |                                 |  |                                                  |   |              |            |   |  | 12,500     |  
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 100,000    |  |  | 100    |  |                  | 9,900     |                                 |  |                                                  |   |              |            |   |  | 10,000     |  
|Common Stock Issued for Cash at $0.05 In Private Placement           |  | 400,000    |  |  | 400    |  |                  | 19,600    |                                 |  |                                                  |   |              |            |   |  | 20,000     |  
|Common Stock Issued in Exercise of Share Purchase warrants at $0.05  |  | 275,000    |  |  | 275    |  |                  | 13,475    |                                 |  |                                                  |   |              |            |   |  | 13,750     |  
|Common Stock Issued in Exercise of Share Purchase warrants at $0.085 |  | 29,412     |  |  | 30     |  |                  | 2,470     |                                 |  |                                                  |   |              |            |   |  | 2,500      |  
|Cash Received for Subscriptions Receivable                           |  |            |  |  |        |  |                  |           |                                 |  | 38,500                                           |   |              |            |   |  | 38,500     |  
|Fair value of warrants issued                                        |  |            |  |  |        |  |                  | 560,110   |                                 |  |                                                  |   |              |            |   |  | 560,110    |  
|Net (Loss)                                                           |  |            |  |  |        |  |                  |           |                                 |  |                                                  |   |              | (2,449,828 | ) |  | (2,449,828 | )
|Balance, April 30, 2008                                              |  | 93,901,168 |  |  | 93,902 |  |                  | 3,711,194 |                                 |  | (5,500                                           | ) |              | (3,791,627 | ) |  | 7,969      |  



The accompanying notes are an integral part of these statements



6



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Condensed Statement of Consolidated Stockholders' Equity (contd)

Inception 17-July-1998 to 31-October-2008

|                                                                     |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               |            |   |   |          |  
|-------------------------------------------------------------------- |  | ----------- | - | - | ------- | - | --------------- | --------- | -------------------------------- | - | ---------------------------------------------- | - | ------------- | ---------- | - | - | -------- | -
|                                                                     |  |             |   |   |         |   | Paid in
Capital |           | Stock
Subscriptions
(Receivable) |   | (Deficit)
Accumulated
During
Exploration
Stage |   | Total 
Equity |           
|                                                                     |  |             |  
|                                                                     |  |             |  
|Common Stock                                                        
|Shares                                                               |  | Amount     
|                                                                     |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               |            |   |   |          |  
|Balance, April 30, 2008                                              |  | 93,901,168  |   |   | 93,902  |   |                 | 3,711,194 |                                  |   | (5,500                                         | ) |               | (3,791,627 | ) |   | 7,969    |  
|                                                                     |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               |            |   |   |          |  
|Common Stock Issued in Exercise of Share Purchase warrants at $0.085 |  | 33,930      |   |   |         |   |                 | 2,841     |                                  |   | (625                                           | ) |               |            |   |   | 2,250    |  
|Common Stock Issued for Cash at $0.20 In Private Placement           |  | 325,000     |   |   | 400     |   |                 | 44,600    |                                  |   |                                                |   |               |            |   |   | 45,000   |  
|Common Stock Issued for Cash at $0.10 In Private Placement           |  | 12,000      |   |   | 12      |   |                 | 1,188     |                                  |   |                                                |   |               |            |   |   | 1,200    |  
|Common Stock Issued for Cash at $0.05 In Private Placement           |  | 7,382,000   |   |   | 7,382   |   |                 | 361,718   |                                  |   | (59,000                                        | ) |               |            |   |   | 310,100  |  
|Common Stock Issued for services at $0.10                            |  | 150,000     |   |   | 150     |   |                 | 14,850    |                                  |   |                                                |   |               |            |   |   | 15,000   |  
|Common Stock Issued for services at $0.08                            |  | 50,000      |   |   | 50      |   |                 | 3,950     |                                  |   |                                                |   |               |            |   |   | 4,000    |  
|Common Stock Issued for services at $0.05                            |  | 3,100,000   |   |   | 3,100   |   |                 | 151,900   |                                  |   |                                                |   |               |            |   |   | 155,000  |  
|Cash Received for Subscriptions Receivable                           |  |             |   |   |         |   |                 |           |                                  |   | 12,500                                         |   |               |            |   |   | 12,500   |  
|Fair value of warrants issued                                        |  |             |   |   |         |   |                 | 18,924    |                                  |   |                                                |   |               |            |   |   | 18,924   |  
|Net (Loss)                                                           |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               | (798,002   | ) |   | (798,002 | )
|Balance, July 31, 2008                                               |  | 104,954,098 |   |   | 105,030 |   |                 | 4,311,165 |                                  |   | (52,625                                        | ) |               | (4,589,629 | ) |   | (226,059 | )
|Common Stock Issued for Cash at $0.15 In Private Placement           |  | 1,099,000   |   |   | 1,024   |   |                 | 64,126    |                                  |   |                                                |   |               |            |   |   | 65,150   |  
|Common Stock Issued for Cash at $0.10 In Private Placement           |  | 892,000     |   |   | 892     |   |                 | 43,608    |                                  |   |                                                |   |               |            |   |   | 44,500   |  
|Common Stock Issued for services at $0.10                            |  | 67,000      |   |   | 67      |   |                 | 4,933     |                                  |   |                                                |   |               |            |   |   | 5,000    |  
|Common Stock Issued for services at $0.086                           |  | 2,000,000   |   |   | 2,000   |   |                 | 170,000   |                                  |   |                                                |   |               |            |   |   | 172,000  |  
|Common Stock Issued for services at $0.08                            |  | 4,097,000   |   |   | 4,097   |   |                 | 323,663   |                                  |   |                                                |   |               |            |   |   | 327,760  |  
|Common Stock Issued for services at $0.075                           |  | 771,000     |   |   | 771     |   |                 | 56,979    |                                  |   |                                                |   |               |            |   |   | 57,750   |  
|Common Stock Issued for services at $0.0575                          |  | 581,396     |   |   | 581     |   |                 | 32,849    |                                  |   |                                                |   |               |            |   |   | 33,430   |  
|Cancellation of Issued Common Stock due to non-payment on receivable |  | (180,000    | ) |   | (180    | ) |                 | (8,820    | )                                |   | 9,000                                          |   |               |            |   |   |         |  
|Fair value of warrants issued                                        |  |             |   |   |         |   |                 | 12,411    |                                  |   |                                                |   |               |            |   |   | 12,411   |  
|Net (Loss)                                                           |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               | (475,279   | ) |   | (475,279 | )
|Balance, October 31, 2008                                            |  | 114,281,494 |   |   | 114,282 |   |                 | 5,010,914 |                                  |   | (43,625                                        | ) |               | (5,064,908 | ) |   | 16,663   |  
|Common Stock Issued for Cash at $0.02 In Private Placement           |  | 2,000,000   |   |   | 2,000   |   |                 | 38,000    |                                  |   | (5,000                                         | ) |               |            |   |   | 35,000   |  
|Common Stock Issued for services at $0.017                           |  | 750,000     |   |   | 750     |   |                 | 12,250    |                                  |   |                                                |   |               |            |   |   | 13,000   |  
|Common Stock Issued for services at $0.025                           |  | 3,502,000   |   |   | 3,502   |   |                 | 83,998    |                                  |   |                                                |   |               |            |   |   | 87,500   |  
|Common Stock Issued for services at $0.03                            |  | 3,500,000   |   |   | 3,500   |   |                 | 101,500   |                                  |   |                                                |   |               |            |   |   | 105,000  |  
|Common Stock Issued for Cash at $0.02 In Private Placement           |  | 2,350,000   |   |   | 2,350   |   |                 | 44,650    |                                  |   | (20,000                                        | ) |               |            |   |   | 27,000   |  
|Common Stock Issued for Cash at $0.018 In Private Placement          |  | 1,000,000   |   |   | 1,000   |   |                 | 16,500    |                                  |   |                                                |   |               |            |   |   | 17,500   |  
|Common Stock Issued for services at $0.03                            |  | 6,500,000   |   |   | 6,500   |   |                 | 174,846   |                                  |   |                                                |   |               |            |   |   | 181,346  |  
|Common Stock Issued for services at $0.02                            |  | 3,500,000   |   |   | 3,500   |   |                 | 66,500    |                                  |   |                                               |   |               |            |   |   | 70,000   |  
|Fair value of warrants issued                                        |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               |            |   |   |         |  
|Net (Loss)                                                           |  |             |   |   |         |   |                 |           |                                  |   |                                                |   |               | (378,288   | ) |   | (378,288 | )
|Balance, January 31, 2009                                            |  | 137,383,494 |   | $ | 137,384 |   | $               | 5,549,158 |                                  | $ | (68,625                                        | ) | $             | (5,443,196 | ) | $ | 174,721  |  













The accompanying notes are an integral part of these statements



7



---

General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Unaudited Condensed Consolidated Statements of Cash Flows

|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|------------------------------------------------ |  | ----------------------------- | ---------- | --------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                 |  | Nine Months Ended January 31, |            | July 17, 1998
(Inception)
to
January 31 |  
|                                                 |  | 2009                          |            | 2008                                    |   | 2009       |  
|Operating Activities                             |  |                               |            |                                         |   |            |   |   |            |  
|Net Loss                                         |  | $                             | (1,651,569 | )                                       | $ | (1,609,893 | ) | $ | (5,443,196 | )
|Adjustments to reconcile Net Loss                |  |                               |            |                                         |   |            |   |   |            |  
|Loss on Outstanding Warrants                     |  |                               | 31,335     |                                         |   | 436,738    |   |   | 591,445    |  
|Stock Issued for Service and  Conversion of Debt |  |                               | 1,214,035  |                                         |   | 35,000     |   |   | 2,026,867  |  
|Stock Issued to Acquire Mineral Property Lease   |  |                               |           |                                         |   |           |   |   | 7,000      |  
|Stock Issued to Acquire Exploration Rights       |  |                               |           |                                         |   |           |   |   | 75,000     |  
|Stock Issued to Acquire Fixed Assets             |  |                               |           |                                         |   | 15,000     |   |   | 45,000     |  
|Stock Issued in Acquisition and Reorganization   |  |                               |           |                                         |   |           |   |   | (571,295   | )
|Stock Issued for payment of Interest on Debt     |  |                               | 12,750     |                                         |   |           |   |   | 12,750     |  
|Gain on the Sale of Mineral Property             |  |                               | (12,500    | )                                       |   |            |   |   | (12,500    | )
|Contributed Capital                              |  |                               |           |                                         |   |           |   |   | 45,087     |  
|Depreciation and Amortization                    |  |                               | 4,824      |                                         |   | 6,073      |   |   | 15,707     |  
|Changes in Operating Assets and Liabilities      |  |                               |            |                                         |   |            |   |   |           |  
|(Increase)/Decrease in Accounts Receivable       |  |                               |           |                                         |   |           |   |   |           |  
|(Increase)/Decrease in Other Receivables         |  |                               | (987,500   | )                                       |   |           |   |   | (987,500   | )
|(Increase)/Decrease in Prepaid Expenses          |  |                               | (539,310   | )                                       |   | 11,200     |   |   | (539,610   | )
|Increase/(Decrease) in Accounts Payable          |  |                               | 286,587    |                                         |   | 28,691     |   |   | 404,273    |  
|Increase/(Decrease) in Deferred Gain             |  |                               | 987,500    |                                         |   |           |   |   | 987,500    |  
|Increase/(Decrease) in Accrued Liabilities       |  |                               | 53,790     |                                         |   |           |   |   | 53,790     |  
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Net Cash Used by Operating Activities            |  |                               | (600,058   | )                                       |   | (1,077,191 | ) |   | (3,289,682 | )
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Investment Activities                            |  |                               |            |                                         |   |            |   |   |            |  
|Acquisition of Mineral Property                  |  |                               |           |                                         |   |           |   |   | (58,091    | )
|Right in General Cooper                          |  |                               |           |                                         |   |           |   |   | (17,500    | )
|Sale of Fixed Assets                             |  |                               |            |                                         |   |           |   |   |           |  
|Sale of Mineral Property                         |  |                               | 12,500     |                                         |   |           |   |   | 12,500     |  
|Purchase of Equipment                            |  |                               |           |                                         |   | (15,366    | ) |   | (43,048    | )
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Net Cash Used by Investment Activities           |  |                               | 12,500     |                                         |   | (15,366    | ) |   | (106,139   | )
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Financing Activities                             |  |                               |            |                                         |   |            |   |   |            |  
|Loans / (Repayments) -Related Parties            |  |                               | 11,800     |                                         |   | (63,184    | ) |   | 11,800     |  
|Cash Received from Subscriptions Receivable      |  |                               | (63,125    | )                                       |   | 116,000    |   |   | (68,625    | )
|Proceeds from the Sale of Stock                  |  |                               | 623,325    |                                         |   | 970,224    |   |   | 3,454,688  |  
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Net Cash Provided by Financing Activities        |  |                               | 572,000    |                                         |   | 1,023,040  |   |   | 3,397,863  |  
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Net Increase / (Decrease) in Cash                |  |                               | (15,558    | )                                       |   | (69,517    | ) |   | 2,042      |  
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Cash, Beginning of Period                        |  |                               | 17,600     |                                         |   | 193,796    |   |   |           |  
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Cash, End of Period                              |  | $                             | 2,042      |                                         | $ | 124,279    |   | $ | 2,042      |  
|                                                 |  |                               |            |                                         |   |            |   |   |            |  
|Supplemental Information:                        |  |                               |            |                                         |   |            |   |   |            |  
|Interest Paid                                    |  | $                             | 12,750     |                                         | $ |           |   | $ |           |  
|Income Taxes Paid                                |  | $                             |           |                                         | $ |           |   | $ |           |  





The accompanying notes are an integral part of these statements



8



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General Metals Corporation

Successor to General Gold Corporation

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

(January 31, 2009 and April 30, 2008)

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 January 31, 2009, and for all periods presented herein, have been made.

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, 2008 audited financial statements. The results of operations for the period ended January 31, 2009 are not necessarily indicative of the operating results for the full year.

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.

NOTE 3  SIGNIFICANT EVENTS

On October 31, 2008, the Company entered into an agreement with Sunergy, Inc., in which the Company sold all of its rights to the 150 Sq. km. Nyinahin Mining Concession, in Ghana for $1,000,000 in cash and stock. The consideration for the sale is to consist of $500,000 in cash, which shall be payable as follows: (i) $50,000 which is to be provided within 5 days of the effective date of the agreement with General Metals, (ii) $200,000 which is to be provided by December 31, 2008, and (iii) the balance of $250,000 which is to be provided by April 30, 2009; and 2,000,000 restricted shares of common stock of Sunergy Inc., at a deemed value of $0.25 per share. The Company expects to use the proceeds from the sale for working capital, continue expansion of the Independence Drill Program and permitting process, and other general corporate purposes.

On November 3, 2008, the Company received a partial payment of $12,500 due on the principal payment as noted under the agreement for the sale of the Nyinahin Mining. On December 5, 2008, the Company amended the agreement with Sunergy to allow for the remainder of the initial payment to be made on or before December 31, 2008.

As of January 31, 2009, the Company has received stock consideration from Sunergy as noted in the agreement above but not the remainder of the initial payment. As such, the balance of the gain remains deferred at the date of financial position.



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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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. 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 "CDN$" refer to Canadian dollars and 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, unless otherwise indicated.

OVERVIEW

We were organized in the State of New Jersey on March 4, 1995, under the name Interactive Multimedia Network, Inc. We were reincorporated in the State of Delaware on September 13, 1995. We changed our name to RECOV Energy Corp. effective March 29, 2005. On or about July 12, 2006, we changed our name to General Metals Corporation.

On January 20, 2006, we entered into a Share Purchase Agreement with General Gold Corporation, a Nevada company incorporated on July 17, 1998, and the former shareholders of General Gold set out in the Agreement. The closing of the transactions contemplated in the Agreement and the acquisition by our company of all of the issued and outstanding and convertible securities of General Gold occurred on March 15, 2006. For financial statement purposes, General Gold, the acquired entity, is regarded as the predecessor entity as of March 15, 2006.

Our Current Business

We are a junior mineral resource company engaged in the acquisition, exploration, development and mining of gold, silver and other precious and base metal properties.

On November 14, 2004, as amended December 31, 2004, we entered into a letter of intent with Independence Mines, LLC and Gold Range, LLC with respect to the purchase of substantially all of the assets Gold Range, LLC uses to conduct the business of Independence Mines, LLC. We did not proceed with the acquisition in this form, instead electing to directly acquire the lease on the subject property.

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



10



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The purchase price payable by us to Gold Range, LLC in consideration for the assignment of the lease was 5,000,000 of our restricted common shares and a 1% net smelter return royalty payable to Gold Range, LLC in addition to other underlying net smelter return requirements.

On March 15, 2007, we purchased 100% interest in Mikite Gold Resources ("Mikite"), a Ghanaian corporation with exclusive exploration rights to the 150 square kilometer Nyinahin mining concession near Bibiani, Ghana. Consideration paid was 1,000,000 restricted common shares with 1,000,000 share purchase warrants attached, priced @ $0.26 for a period of 2 years in satisfaction of full and complete payment.

On August 17, 2007, we entered into the First Amendment to the Mining Lease with Independence Gold-Silver Mines, Inc. and added 4 additional mining claims and 2 additional easements which claims and easements are/were included in the property description below. These claims cover the area where the existing cyanide decantation mill and operating facilities are currently sited and the area where the Pioneer haul road to and from the Sunshine pit crosses the Independence claims; specifically, Independence #1, #2, DC#83 and An Old Glory. Our annual lease payments increase by $5,000.00.

On February 29, 2008 we entered into a mining purchase agreement with 635239 B.C. Ltd., wherein we agreed to purchase a 100% interest in certain mineral claims in the Bannockburn Gold Property as well as rights to the Lloyd Patent located in the Madoc Township, Hastings County, Ontario, Canada. On or before March 15, 2008 we notified 635239 B. C. Ltd. of a potential defect in the title to the property and cancelled the agreement after paying the initial non-refundable payment of CDN$15,000.

On October 31, 2008, the Company entered into an agreement with Sunergy, Inc., in which the Company sold all of its rights to the 150 Sq. km. Nyinahin Mining Concession, in Ghana for $1,000,000 in cash and stock. The consideration for the sale is to consist of $500,000 in cash, which shall be payable as follows: (i) $50,000 which is to be provided within 5 days of the effective date of the agreement with General Metals, (ii) $200,000 which is to be provided by December 31, 2008, and (iii) the balance of $250,000 which is to be provided by April 30, 2009; and 2,000,000 restricted shares of common stock of Sunergy Inc., at a deemed value of $0.25 per share.

On November 3, 2008, the Company received a partial payment of $12,500 due on the principal payment as noted under the agreement for the sale of the Nyinahin Mining. On December 5, 2008, the Company amended the agreement with Sunergy to allow for the remainder of the initial payment to be made on or before December 31, 2008.

As of January 31, 2009, the Company has received stock consideration from Sunergy as noted in the agreement above but not the remainder of the initial payment. As such, the balance of the gain remains deferred at the date of financial position.

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. Due diligence completed by our company shows that all claims are valid and in good standing through and for the assessment year ending August 31, 2008.

The Wilson-Independence project is wholly owned by General Metals through a mining lease/option agreement with Independence Gold Silver Mines of Seattle, Washington. Under the terms of the agreement General Metals must expend a minimum of $625,000 towards exploration development and commercial production of ores, minerals or materials prior to September 30, 2010. Through April 30, 2008, we had expended approximately $760,000 on exploration which fulfills these expenditure requirements. From May 1, 2008 through July 9, 2008 we expended an additional $332,000 in exploration on the property. In accordance with SEC Industry Guide 7 and Generally Accepted Accounting Principles, until a proven and probable reserve is identified, 100% of all expenditures on the property are expensed in the consolidated statement of operations of the company.

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 of 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.



11



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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

|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[general10q002.gif] |  | 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 to service the Phoenix 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. During its peak period of production in 1976 the mine shipped up to 1 ton of gold and silver bullion per month.The Independence Mines property consists of 14 whole and fractional unpatented lode mining claims, which cover approximately 240 acres.

Mineral Ownership

The Wilson-Independence claims are 100% controlled by us

Plan of Operations

Situated in the Battle Mountain  Cortez gold belt, the Wilson-Independence gold project represents an opportunity for a gold-silver operation with potential for near surface open pit and deeper high grade underground production. Gold is indicated in three discrete drilled zones with sufficient values and spacing to warrant additional development drilling.

Drilling at the Independence continues, based on interpretation of the geologic drill logs and assay results, continuation of the program was warranted in order to provide sufficient drill density required to perform a gold-silver resource estimate for the Independence NS target. From March 15 to June 26, an additional 9,120 feet of RC drilling in 29 drill holes was completed bringing the total drilling by General Metals to more than 25,000 feet in 78 drill holes.

Accomplishments

Based on review of the historical data and work completed by General Metals the following conclusions are offered (see Interim Report, Aug 3, 2008 at www.gnmtlive.com ):

·

General Metals drilling on the Wilson- Independence Project has defined a large low-grade deposit of gold-silver mineralization.

·

The geometry and oxidized character of the mineralized material indicate it would be amenable to low cost bulk mining and heap leach extraction of the gold and silver.

·

Drill intercepts of material suggest the gold-silver grades in parts of the deposit may be significantly increased.

·

The size and tenor of mineralization is similar to known operating mines in Nevada.

·

Continued definition drilling and metallurgical work is warranted, leading to production feasibility.



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Drilling by General Metals has confirmed the presence of significant gold silver mineralization at the Independence target. The Hill Zone was discovered as a part of the ongoing integration of current drill and analytical data with the historic geologic, geochemical and mining data. Historically, mineralization at the Independence mine was believed to be terminated to the north by the Canyon fault. Interpretation of General Metals drilling in the Independence target and historic gold-silver surface sampling data indicated the offset of the Canyon fault to be minimal and projected the favorable hosts and the mineralized zone to continue north of the Canyon Fault. Based on this interpretation 7 drill holes were located to test the projected mineralization. At the time of this writing, results of 5 of the drill holes have been received and confirm the continuation of gold-silver mineralization to the north. This drilling has extended the gold-silver mineralization an additional 1,000 feet to the north. Although the indicated width and thickness of the Hill Zone mineralization is similar to the Independence target, mineralization remains open to the west, north and east. Drilling results from previous operators suggest the Hill Zone mineralization may be significantly wider than that in the Independence target.

The gold soil anomalies (geochemical data) at the newly discovered Hill Zone are much higher and continuous. This may be due to a shallow source of mineralized material, a higher grade gold source or both. The gold soil anomaly extends to the north of the drilled limits of the Hill Zone to form a broad zone of moderate gold values with locally strong areas of anomalous gold. The strength of this anomaly suggests the gold zone widens to the north of the Hill Zone in an area that both General Metals and historic drilling indicates is open for additional mineral discovery.

The Company believes that the potential shallow target has tripled over the historical estimate prepared by Akright in 1997 of 235,000 ounces of gold and 2,500,000 ounces of silver.

Five Additional Exploration Targets At Independence: (See attached map)



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[general10q003.jpg]



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East Fault Zone (EFZ) Target Area

This target area will evaluate projected near surface extensions of deep seated faults projected from the Independence Deep Gold Skarn Target. Developing mineralization in this highly prospective area would increase the near surface potential of the property, and enhance the economic parameters of developing a deep seated high grade gold skarn system.

Independence Extension Target Area

This target area will test projected extensions of the Independence Shallow Target north of the Canyon Fault. Successful drilling in this target area will materially expand the near surface potential of the Property. Recently compiled surface geochemistry suggests this zone has potential to extend mineralization similar to the Independence Shallow zone for up to an additional 1,200 feet to the north of the Canyon fault. Several historical drill holes have intersected mineralized material similar to that of the Independence Shallow Target Zone.

West Side Target Area

This target area is located to the north of the Independence Shallow Target and West of the Independence Extension Target Area. Favorable structural trends project into this target area from the Fortitude and Phoenix deposits. Holes in this area are specifically designed to test high grade mineralization indicated by historic soil geochemistry and drilling.

East Side Target Area

This target area lies along the eastern portion of the Wilson Independence Property, adjacent to the Giant Phoenix Project Plan of Operation boundary. Widely spaced soil geochemical samples in this area return uniformly high results.

Surface/Shallow North Target

This target area represents a large low grade target and is actually an extension of the Sunshine deposit, situated on the northern boundary of the Independence Property, which was mined by Battle Mountain Gold in 1995 - 1996. This target, like the Sunshine deposit is hosted in the Independence Stock, an apophisys of the Virgin Stock which is closely associated with the Fortitude - Phoenix deposits.

Independence Deep Target

This target has immediate potential to develop 1.4 to 2 million ounces of contained gold. Approximately 25,000 feet of drill core is on site and has been recently relogged.

Historic Exploration

Within this specific target area of the property, Union Pacific Rail Road, Battle Mountain Gold, United Mining and Landsdowne Minerals conducted exploratory drilling. Battle Mountain and Landsdowne conducted limited Reverse Circulation drilling, while United Mining conducted air track drilling. Union Pacific Rail Road drilled one diamond core hole beneath this target area with very poor recovery and only limited assay data.

Union Pacific, Silver King Mines and Landsdowne Minerals conducted underground exploration programs of consequence. These consisted primarily of channel sampling, and limited long-hole drilling by Union Pacific and Silver King Mines. This undergound exploration work is separate and apart from development and production activities conducted by Apco Oil Minerals, Silver King Mines Inc., and United Mining Corp. during the period 1974 through 1987.



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Corporate Development Strategy

The following activities are recommended to move the Independence project toward a NI 43.101 or IG-7 resource report and production feasibility study.

Project Site

·

Complete definition drilling in the Independence NS and Hill Zone targets.  Completed as of January 31, 2009

·

Determine bulk sample requirements for advanced metallurgical work  large diameter core or underground bulk sample.

·

Verify and locate previous operators underground sampling.

·

Re-log and analyze the unsplit Noranda core.

·

Inventory previous operators sample splits and sample pulps remaining on the property, determine viability of check assays to bring the results into NI 43.101 and IG-7 compliance.

Third party specialist

·

Begin initial metallurgical work, starting with bottle roll recovery tests for gold-silver from the bulk rejects or secondary sample splits.

·

Third party review of the QA-QC data.  Completed during February 2009

·

Obtain check assays.

·

Begin initial 3D modeling and variography of the deposit to confirm optimum drill density. - Underway as of the filing of this report

·

Begin permitting process with the BLM for extended exploration.

Reno Office

·

Catalog and index data and reports on file from previous operators.  Nearing completion as of the filing of this report

·

Digitize underground workings, geology and sample data in 3D format.  Completed and submitted to independent third party review and analysis as of the filing of this report

Cash Requirements

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

For the next 12 months we plan to continue to develop and permit for precious metals on our Independence Mine property in Nevada pursuant to the budgets indicated above. We also plan to advance operational permitting for a 13 million ton cyanide heap leach operation to enable early processing of the shallow and near surface mineralized material which contains both gold and silver.

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



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Estimated Net Expenditures During the Next Twelve Months

|                                    |   |          
|----------------------------------- | - | ---------
|                                    |  
|General and administrative expenses | $ | 800,000  
|Development & permitting expenses   |   | 2,600,000
|Professional fees                   |   | 100,000  
|Total                               | $ | 3,500,000

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.

Product Research and Development

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

Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding exploration activities) over the twelve months ending January 31, 2010, unless funding allows us to complete the permitting process at which time we would begin construction of a processing facility the design and cost of which will be determine as the process unfolds. To the extent that equipment is required for our exploration program it will be provided by third party contractors or leased.

Corporate Offices

We do not own any real property. 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.

Employees

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

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.



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Mineral Property Costs

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

Long-Lived Assets

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

Going Concern

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

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended April 30, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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



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Results of Operations  Three and Nine Months Ended January 31, 2009 and 2007

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended January 31, 2009 which are included herein.

Our operating results for the three and nine months ended January 31, 2009, for the three and nine months ended January 31, 2008 and the changes between those periods for the respective items are summarized as follows:

|                              |  |                                      |          |                                      |   |                                                                               |  |   |           | 
|----------------------------- |  | ------------------------------------ | -------- | ------------------------------------ | - | ----------------------------------------------------------------------------- |  | - | --------- | 
|                              |  | Three Months Ended 
January 31, 2009 |          | Three Months Ended 
January 31,
2008 |   | Change Between Three Month Period
Ended
January 31, 2009
and January 31,
2008 | 
|Revenue                       |  | $                                    | Nil      |                                      | $ | Nil                                                                           |  | $ | Nil       | 
|Depreciation and amortization |  |                                      | 1,608    |                                      |   | 171                                                                           |  |   | 1,437     | 
|General and administrative    |  |                                      | (28,278) |                                      |   | 6,543                                                                         |  |   | (34,821)  | 
|Management and consulting     |  |                                      | 347,360  |                                      |   | 203,588                                                                       |  |   | 143,772   | 
|Exploration and development   |  |                                      | 45,643   |                                      |   | 191,872                                                                       |  |   | (146,229) | 
|Professional fees             |  |                                      | 26,898   |                                      |   | 6,399                                                                         |  |   | 20,499    | 
|                              |  |                                      |          |                                      |   |                                                                               |  |   |           | 
|Net loss                      |  | $                                    | 378,288  |                                      | $ | 420,210                                                                       |  | $ | (41,922)  | 





|                              |  |                                      |           |                                      |   |                                                                               |  |   |           | 
|----------------------------- |  | ------------------------------------ | --------- | ------------------------------------ | - | ----------------------------------------------------------------------------- |  | - | --------- | 
|                              |  | Three Months Ended 
January 31, 2009 |           | Three Months Ended 
January 31,
2008 |   | Change Between Three Month Period
Ended
January 31, 2009
and January 31,
2008 | 
|Revenue                       |  | $                                    | Nil       |                                      | $ | Nil                                                                           |  | $ | Nil       | 
|Depreciation and amortization |  |                                      | 4,824     |                                      |   | 6,073                                                                         |  |   | (1,249)   | 
|General and administrative    |  |                                      | 67,041    |                                      |   | 170,442                                                                       |  |   | (103,401) | 
|Management and consulting     |  |                                      | 691,033   |                                      |   | 503,812                                                                       |  |   | 187,221   | 
|Exploration and development   |  |                                      | 783,419   |                                      |   | 456,370                                                                       |  |   | 327,049   | 
|Professional fees             |  |                                      | 76,094    |                                      |   | 46,857                                                                        |  |   | 29,237    | 
|                              |  |                                      |           |                                      |   |                                                                               |  |   |           | 
|Net loss                      |  | $                                    | 1,651,569 |                                      | $ | 1,609,893                                                                     |  | $ | 41,676    | 

Our accumulated losses increased to $5,443,196 as of January 31, 2009. Our financial statements report a net loss of $378,288 and $1,651,569 for the three and nine month periods ended January 31, 2009, respectively, compared to a net loss of $420,210 and $1,609,893 for the three and nine month periods ended January 31, 2008. Our losses have increased primarily as a result of an increase in exploration and development expenses and consulting expenses.

As of January 31, 2009, we had $1,529,152 in current assets and $1,457,363 in current liabilities.

During the three month period ended January 31, 2009, we expensed $45,643 on exploration and development on our properties as compared to $191,872 during the three month period ended January 31, 2008.

During the nine month period ended January 31, 2009 we expensed $783,419 on exploration and development on our properties as compared to $456,370 during the nine month period ended January 31, 2008.



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Liquidity and Financial Condition

Working Capital

|                    |  |                     |           |                   |   |         |  
|------------------- |  | ------------------- | --------- | ----------------- | - | ------- | -
|                    |  | At
January 31,
2009 |           | At
April 30,
2008 |  
|Current asset       |  | $                   | 1,529,152 |                   | $ | 17,900  |  
|Current Liabilities |  |                     | 1,457,363 |                   |   | 117,686 |  
|                    |  | $                   | 71,789    |                   | $ | (99,786 | )

Cash Flows

|                                              |  |                    |        |                  |   |          |  
|--------------------------------------------- |  | ------------------ | ------ | ---------------- | - | -------- | -
|                                              |  | Three Months Ended |       
|                                              |  | January 31,
2009   |        | January 31,
2008 |  
|Net cash used in operating activities         |  | $                  | 99,709 |                  | $ | 412,898  |  
|Net cash provided by investing activities     |  |                    | 13,345 |                  |   | 0        |  
|Net cash provided by financing activities     |  |                    | 88,300 |                  |   | 275,816  |  
|Net increase (decrease) in cash during period |  | $                  | 1,936  |                  | $ | (137,082 | )



|                                                 |  |                   |         |                  |   |           |  
|------------------------------------------------ |  | ----------------- | ------- | ---------------- | - | --------- | -
|                                                 |  | Nine Months Ended |        
|                                                 |  | January 31,
2009  |         | January 31,
2008 |  
|Net cash used in operating activities            |  | $                 | 600,058 |                  | $ | 1,077,191 |  
|Net cash provided (used) in investing activities |  |                   | 12,500  |                  |   | (15,366   | )
|Net cash provided by financing activities        |  |                   | 572,000 |                  |   | 1,023,040 |  
|Net increase (decrease) in cash during period    |  | $                 | (15,558 | )                | $ | (69,517   | )

Operating Activities

Net cash used in operating activities was $99,709 in the three months ended January 31, 2009 compared with net cash used in operating activities of $412,898 in the same period in 2007. This decrease of $313,189 in cash used for operations in the three months ended January 31, 2009 results from lower cost exploration activities such as report compilation and indexing/cataloging prior operators data as compared to higher cost drilling and assaying activities completed in the prior year period.

Net cash used in operating activities was $600,058 in the nine months ended January 31, 2009 compared with net cash used in operating activities of $1,077,191 in the same period in 2007. This decrease of $477,133 in cash used for operations in the nine months ended January 31, 2009 results from same reasons as the three month period.

Our net cash used in operating activities since inception increased to $3,289,682 as of January 31, 2009.

Investing Activities

Net cash provided by investing activities was $13,345 in the three months ended January 31, 2009 compared to net cash used in investing activities of nil in the same period in 2007. The increase in cash of $13,345 in investing activities is mainly attributable to our company recognizing $12,500 from the sale of our property in Ghana while being repaid $845 of our investment in General Copper Company.

Net cash used in investing activities was $12,500 in the nine months ended January 31, 2009 compared to net cash used in investing activities of $15,366 in the same period in 2007. The increase in use of cash of $27,866 in investing activities is mainly attributable to our company recognizing $12,500 from the sale of our property in Ghana during the nine month period ended January 31, 2009, while purchasing equipment during the ended January 31, 2008.



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Financing Activities

Net cash provided by financing activities was $88,300 in the three months ended January 31, 2009 compared to $275,816 in the same period in 2007.

Net cash provided by financing activities was $572,000 in the nine months ended January 31, 2009 compared to $1,023,040 in the same period in 2007.

All changes in the levels of cash provided by financing activities is the result of changes in the value of private placements subscribed under Section 144 of the Securities and Exchange Act of 1934.

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.

Recently Issued Accounting Standards

Statement No. 155 Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. SFAS No. 155 amends SFAS No. 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instrument.

Statement No. 156  Accounting for Servicing of Financial Assets

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, which provides an approach to simplify efforts to obtain hedge-like (offset) accounting. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. The Statement (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations; (2) requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable; (3) permits an entity to choose either the amortization method or the fair value method for subsequent measurement for each class of separately recognized servicing assets or servicing liabilities; (4) permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by an entity with recognized servicing rights, provided the securities reclassified offset the entity's exposure to changes in the fair value of the servicing assets or liabilities; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the balance sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for all separately recognized servicing assets and liabilities as of the beginning of an entity's fiscal year that begins after September 15, 2006, with earlier adoption permitted in certain circumstances. The Statement also describes the manner in which it should be initially applied.

Statement No. 157  Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to clarify how to measure fair value and to expand disclosures about fair value measurements. The expanded disclosures include the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value on earnings and is applicable whenever other standards require (or permit) assets and liabilities to be measured at fair value. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.



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Statement No. 158  Employers Accounting for Defined Benefit Pension and Other Postretirement Plansanamendment of FASB Statements No. 87, 88, 106, and 132(R)

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R).To improve financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 159 The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115.This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 141 (revised 2007) Business Combinations

In December 2007, the FASB revised SFAS No. 141, Business Combinations.This revision changes the way the minority interest in a company is measured, recorded and reported in the parent companies financial statements to the end that a statement user can better evaluate the nature and financial effects of the business combination.

The adoption of this new Statement is not expected to have a material effect on the Companys current financial position, results or operations, or cash flows.

Statement No. 160 Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51.A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements related to the noncontrolling or minority interest.

The adoption of these new Statements is not expected to have a material effect on our companys current financial position, results or operations, or cash flows.

Item 4T.

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 (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



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Under the supervision and with the participation of our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.



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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 the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:



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



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

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

We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. 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



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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.

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.



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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.

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.



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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.

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.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During May 2008, we issued 7,382,000 common shares in a private placement of $.05 for $369,100 and 150,000 shares at $0.10 per share or $15,000 in cash; 560,000 common shares were issued for services at $0.05 per share , 150,000 common shares at $0.10 per share for engineering services; 50,000 common shares for advisory services at $0.08.  We also received $2,000 from the exercise 23,530 share purchase warrants at price of $.085 per share.

During June 2008 we issued 2,500,000 common shares for services at $0.05 per share to business consultants. $875 from the exercise of 10,400 shares purchase warrants at a price of $.085 per share.



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During July 2008 we issued 250,000 common shares in a private placement at $0.20 per share or $30,000; 12,000 shares in a private placement at $0.10 per share or $1,200.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Securities Holders

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

|     |  |                                                                                                                                                                                                                                                            
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item |  | Description                                                                                                                                                                                                                                                
|(3)  |  | Articles of Incorporation and By-laws                                                                                                                                                                                                                      
|3.1  |  | 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 Contracts                                                                                                                                                                                                                                         
|10.1 |  | 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 Ethics                                                                                                                                                                                                                                             
|14.1 |  | Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on August 15, 2006)                                                                                                                                                  
|(21) |  | Subsidiaries                                                                                                                                                                                                                                               
|     |  | General Gold Corporation, a Nevada company                                                                                                                                                                                                                 



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| |  | 
| |  | 



|     |  |                                                                              
|---- |  | -----------------------------------------------------------------------------
|Item |  | Description                                                                  
|(31) |  | Section 302 Certification                                                    
|31.1 |  | 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 Certification                                                    
|32.1 |  | 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) 



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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: March 12, 2009 | By:                        | /s/ STEPHEN PARENT                                                 
|                      |                            | Stephen Parent                                                     
|                      |                            | Chief Executive Officer and President
(Principal Executive Officer)
|                      |                            |                                                                    
|                      |                            |                                                                    
|Dated: March 12, 2009 | By:                        | /s/ DANIEL J. FORBUSH                                              
|                      |                            | Daniel J. Forbush                                                  
|                      |                            | Chief Financial Officer                                            
|                      |                            | (Principal Financial Officer and Principal
Accounting Officer)     





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