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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549

| |           | 
| | --------- | 
| | Form 10-Q | 

(Mark One)

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

|                                                | 
|----------------------------------------------- | 
|For the quarterly period ended October 31, 2008
|or                                             

|  |                                                                                   
|- | ----------------------------------------------------------------------------------
|o | TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________________  to   _____________________________________________

|                       |          
|---------------------- | ---------
|Commission File Number | 000-30230



|                                                      
|------------------------------------------------------
|GENERAL METALS CORPORATION                            
|                                                      
|(Exact name of registrant as specified in its charter)

|                                                               |                                  
|-------------------------------------------------------------- | ---------------------------------
|Delaware                                                       | 65-0488983                       
|                                                              
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

|                                          |  |            | 
|----------------------------------------- |  | ---------- | 
|615 Sierra Rose Drive, Suite 1, Reno NV   |  | 89511      | 
|                                         
|(Address of
 principal executive offices) |  | (Zip Code) | 

|                                                                                   
|-----------------------------------------------------------------------------------
|775.583.4636                                                                       
|                                                                                   
|(Registrants telephone number, including area code)                               
|                                                                                   
|N/A                                                                                
|                                                                                   
|(Former name, former address and former fiscal year, if changed since
 last report)

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.xYESoNO

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a small reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|                        |   |                                                |                           |  
|----------------------- | - | ---------------------------------------------- | ------------------------- | -
|Large accelerated filer | o |                                                | Accelerated filer         | o
|Non-accelerated filer   | o | (Do not check if a smaller
 reporting company) | Smaller reporting company | x

|                                                                                                                 |                
|---------------------------------------------------------------------------------------------------------------- | ---------------
|Indicate by check mark
 whether the registrant is a shell company (as defined in Rule 12b-2 of the
 Exchange Act
|                                                                                                                
|                                                                                                                 | oYES     x   NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

|                                                                                                                                                                                                                 |                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------
|Check whether the
 registrant has filed all documents and reports required to be filed by
 Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
 securities under a plan confirmed by a court.
|                                                                                                                                                                                                                 | o   YES     o   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.

107,454,098 common shares issued and
outstanding as of December 12, 2008

1

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the
opinion of management that the interim financial statements for the quarter
ended October 31, 2008 include all adjustments necessary in order to ensure
that the interim financial statements are not misleading.

MOORE
& ASSOCIATES, CHARTEREDACCOUNTANTS AND ADVISORSPCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors
General Metals Corporation and Subsidiaries
(An Exploration Stage Company)

We have reviewed the
accompanying condensed consolidated balance sheet of General Metals Corporation
and Subsidiaries as of October 31, 2008, and the related condensed consolidated
statements of operations, stockholders equity (deficit), and cash flows for
the three-month periods ended October 31, 2008, 2007 and since inception on
July 17, 1998 through October 31, 2008. These interim financial statements are
the responsibility of the Corporations management.

We conduct our reviews in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). A review of interim financial information consists of
principally applying analytical procedures and making inquiries of persons
responsible for the financials and accounting matters. It is substantially less
in scope than an audit conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are
not aware of any material modifications that should be made to such condensed
consolidated financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have previously audited,
in accordance with standards of the Public Company Accounting Oversight Board
(United States), the balance sheets of General Metals Corporation and
Subsidiaries as of April 30, 2008 and 2007, and the related consolidated
statements of income, stockholders equity and cash flows for the years then
ended (not presented herein); and in our report dated October 30, 2008, we
expressed an opinion with a going concern paragraph on those financial
statements. In our opinion, the information set forth in the accompanying
balance sheets as of April 30, 2008 and 2007 is fairly stated, in all material
respects, in relations to the balance sheets from which it has been derived.

/s/ Moore & Associates, Chartered

Moore & Associates,
Chartered
Las Vegas, Nevada
December 19, 2008

2675 S. JONES BLVD. SUITE 109, LAS VEGAS,
NEVADA 89146 (702) 253-7499 Fax: (702)253-7501

2

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General Metals Corporation 
Successor to General Gold Corporation(An Exploration Stage Company)

Unaudited Condensed Consolidated Balance

|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | -------------------------- | - | ---------- | -
|                                                                                                                                                                       |  | October 31,
 2008 |            | April 30,
 2008
 (Audited) |  
|                                                                                                                                                                       |  |                   |            |                            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|ASSETS                                                                                                                                                                
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Current Assets                                                                                                                                                         |  |                   |            |                            |   |            |  
|Cash and Cash Equivalents                                                                                                                                              |  | $                 | 106        |                            | $ | 17,600     |  
|Prepaid Expenses                                                                                                                                                       |  |                   | 438,167    |                            |   | 300        |  
|Other Receivables                                                                                                                                                      |  |                   | 1,000,000  |                            |   |           |  
|Other Current Assets                                                                                                                                                   |  |                   | 244        |                            |   |           |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Current Assets                                                                                                                                                   |  |                   | 1,438,517  |                            |   | 17,900     |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Fixed Assets                                                                                                                                                           |  |                   |            |                            |   |            |  
|Mineral Property                                                                                                                                                       |  |                   | 58,091     |                            |   | 58,091     |  
|Investment in General Copper                                                                                                                                           |  |                   | 18,345     |                            |   | 17,500     |  
|Property and Equipment, net                                                                                                                                            |  |                   | 28,949     |                            |   | 32,164     |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Fixed Assets                                                                                                                                                     |  |                   | 105,385    |                            |   | 107,755    |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Assets                                                                                                                                                           |  | $                 | 1,543,902  |                            | $ | 125,655    |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|LIABILITIES AND STOCKHOLDERS
 EQUITY                                                                                                                                 
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Current Liabilities                                                                                                                                                    |  |                   |            |                            |   |            |  
|Accounts Payable                                                                                                                                                       |  | $                 | 488,790    |                            | $ | 117,686    |  
|Accrued Liabilities                                                                                                                                                    |  |                   | 35,447     |                            |   |           |  
|Deferred Gain                                                                                                                                                          |  |                   | 1,000,000  |                            |   |            |  
|Loan from Related Parties                                                                                                                                              |  |                   | 3,000      |                            |   |           |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Current Liabilities                                                                                                                                              |  |                   | 1,527,238  |                            |   | 117,686    |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Liabilities                                                                                                                                                      |  |                   | 1,527,238  |                            |   | 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 July 31, 2008 and April
 30, 2008 is 104,954,098 and 93,901,168 respectively |  |                   | 114,283    |                            |   | 93,902     |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Additional Paid-in Capital                                                                                                                                             |  |                   | 5,010,914  |                            |   | 3,711,194  |  
|Subscriptions (Receivable)/Cash Receipts                                                                                                                               |  |                   | (43,625    | )                          |   | (5,500     | )
|Accumulated Deficit during Exploration
 Stage                                                                                                                          |  |                   | (5,064,908 | )                          |   | (3,791,627 | )
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Stockholders Equity                                                                                                                                             |  |                   | 16,664     |                            |   | 7,969      |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  
|Total Liabilities and Stockholders Equity                                                                                                                             |  |                   | 1,543,902  |                            | $ | 125,655    |  
|                                                                                                                                                                       |  |                   |            |                            |   |            |  

The accompanying notes are an integral part
of these statements

3

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General Metals Corporation 
Successor to General Gold Corporation 
(An Exploration Stage Company)

Unaudited Condensed Consolidated Statements
of Operations

|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|------------------------------------- |  | ------------------------------ | ----------- | ---------------------------- | - | ---------- | - | ---- | ----------- | - | - | ---------- | - | ------------------------------------------------ | ---------- | -
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   | July 17, 1998
 (Inception)
 to October 31,
 2008 |           
|                                      |  | Three Months Ended October 31, |             | Six Months Ended October 31, |   |           
|                                      |  |                                |             |                              |   |           
|                                      |  | 2008                           |             | 2007                         |   | 2008       |   | 2007 |             |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Revenue                               |  | $                              |            |                              | $ |           |   |      |             |   |   |            |   | $                                                |           |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Operating Expenses                    |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Depreciation and Amortization         |  |                                | 1,607       |                              |   | 1,768      |   |      | 3,216       |   |   | 3,536      |   |                                                  | 14,100     |  
|General and Administrative            |  |                                | 48,309      |                              |   | 6,910      |   |      | 95,319      |   |   | 302,590    |   |                                                  | 1,465,450  |  
|Management and Consulting             |  |                                | 87,706      |                              |   | 83,768     |   |      | 343,673     |   |   | 163,899    |   |                                                  | 1,410,581  |  
|Exploration and Development           |  |                                | 299,937     |                              |   | 224,482    |   |      | 737,775     |   |   | 264,498    |   |                                                  | 1,524,877  |  
|Professional Fees                     |  |                                | 12,545      |                              |   | 35,458     |   |      | 49,196      |   |   | 40,458     |   |                                                  | 278,040    |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Total Expenses                        |  |                                | 450,103     |                              |   | 352,386    |   |      | 1,229,180   |   |   | 774,981    |   |                                                  | 4,693,049  |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|(Loss) from Operations                |  |                                | (450,103    | )                            |   | (352,386   | ) |      | (1,229,180  | ) |   | (774,981   | ) |                                                  | (4,693,049 | )
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Other Income (Expenses)               |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Interest Expense                      |  |                                | (12,766     | )                            |   |           |   |      | (12,766     | ) |   |           |   |                                                  | (12,766    | )
|Gain on sale of Fixed Assets          |  |                                |            |                              |   |           |   |      |            |   |   |           |   |                                                  |           |  
|Easement Income                       |  |                                |            |                              |   |           |   |      |            |   |   |           |   |                                                  | 2,500      |  
|Gain on Forgiveness of Debt           |  |                                |            |                              |   |           |   |      |            |   |   |           |   |                                                  | 243,452    |  
|Loss on Outstanding Warrants          |  |                                | (12,410     | )                            |   | (10,400    | ) |      | (31,335     | ) |   | (414,702   | ) |                                                  | (605,045   | )
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Net Profit/(Loss) before Income Taxes |  |                                | (475,279    | )                            |   | (362,786   | ) |      | (1,273,281  | ) |   | (1,189,683 | ) |                                                  | (5,064,908 | )
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Provision for Income Taxes            |  |                                |            |                              |   |           |   |      |            |   |   |           |   |                                                  |           |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Net Profit/(Loss)                     |  | $                              | (475,279    | )                            | $ | (362,786   | ) | $    | (1,273,281  | ) | $ | (1,189,683 | ) | $                                                | (5,064,908 | )
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Basic (Loss) per Share                |  | $                              | (0.00       | )                            | $ | (0.00      | ) | $    | (0.01       | ) | $ | (0.01      | ) |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Weighted Average Number of Shares     |  |                                | 109,525,634 |                              |   | 84,808,159 |   |      | 105,607,496 |   |   | 84,808,159 |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Diluted (Loss) per Share              |  | $                              | (0.00       | )                            | $ | (0.00      | ) | $    | (0.01       | ) | $ | (0.01      | ) |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  
|Weighted Average Number of Shares     |  |                                | 117,758,313 |                              |   | 87,135,662 |   |      | 113,688,384 |   |   | 87,135,662 |   |                                                  |            |  
|                                      |  |                                |             |                              |   |            |   |      |             |   |   |            |   |                                                  |            |  

The accompanying notes are an integral part
of these statements

4

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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

|                                                                          |  |              |            |        |   |                  |   |                                    |          |                                                    |               |          |   |  |          |   |   |          |  
|------------------------------------------------------------------------- |  | ------------ | ---------- | ------ | - | ---------------- | - | ---------------------------------- | -------- | -------------------------------------------------- | ------------- | -------- | - |  | -------- | - | - | -------- | -
|                                                                          |  |              |            |        |   |                  |   |                                    |          | (Deficit)
 Accumulated
 During
 Exploration
 Stage |               |          |  
|                                                                          |  |              |            |        |   | Paid in
 Capital |   | Stock
 Subscriptions
 (Receivable) |          |                                                    | Total
 Equity |         
|                                                                          |  | Common Stock |            |        |   |                  |  
|                                                                          |  |              |            |        |   |                  |  
|                                                                          |  | Shares       |            | Amount |   |                  |   |                                    |         
|                                                                          |  |              |            |        |   |                  |   |                                    |          |                                                    |               |          |  
|                                                                          |  |              |            |        |   |                  |   |                                    |          |                                                    |               |          |  
|Balance, July 17, 1998
 (Inception)                                       |  |              |           |        | $ |                 |   | $                                  |         |                                                    | $             |         |   |  |         |   | $ |         |  
|Common Stock Issued to Founders for
 Organizational Costs                 |  |              | 5,500,000  |        |   | 5,500            |   |                                    | (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  |  

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

|                                                               |  |              |            |        |  |                  |  |                                    |           |                                                    |               |          |   |  |            |   |  |          |  
|-------------------------------------------------------------- |  | ------------ | ---------- | ------ |  | ---------------- |  | ---------------------------------- | --------- | -------------------------------------------------- | ------------- | -------- | - |  | ---------- | - |  | -------- | -
|                                                               |  |              |            |        |  |                  |  |                                    |           | (Deficit)
 Accumulated
 During
 Exploration
 Stage |               |          |  
|                                                               |  |              |            |        |  | Paid in
 Capital |  | Stock
 Subscriptions
 (Receivable) |           |                                                    | Total
 Equity |         
|                                                               |  | Common Stock |            |        |  |                  | 
|                                                               |  |              |            |        |  |                  | 
|                                                               |  | Shares       |            | Amount |  |                  |  |                                    |          
|                                                               |  |              |            |        |  |                  |  |                                    |           |                                                    |               |          |  
|                                                               |  |              |            |        |  |                  |  |                                    |           |                                                    |               |          |   |  |            |   |  |          |  
|Balance, April 30, 2006                                        |  |              | 70,881,237 |        |  | 70,881           |  |                                    | 699,220   |                                                    |               |         |   |  | (626,867   | ) |  | 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  |  

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, 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    |        |   | 513              |  |                                    | 34,487    |                                                    |   |               |   |   |            |   |   | 35,000     |  
|Common Stock Issued for Cash at $0.125 In
 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 $0.125 In
 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      |  

7

---



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

|                                                                      |  |              |             |                  |   |                                    |   |                                                    |           |             |   |         |   |   |            |   |   |          |   | 
|--------------------------------------------------------------------- |  | ------------ | ----------- | ---------------- | - | ---------------------------------- | - | -------------------------------------------------- | --------- | ----------- | - | ------- | - | - | ---------- | - | - | -------- | - | 
|                                                                      |  | Common Stock |             | Paid in
 Capital |   | Stock
 Subscriptions
 (Receivable) |   | (Deficit)
 Accumulated
 During
 Exploration
 Stage |           | TotalEquity |   |        
|                                                                     
|                                                                     
|                                                                      | 
|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      |                  |   | 34                                 |   |                                                    | 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 | ) |   | 16,664   |   | 

On
November 18, 2005 the Company had a 2 for 1 forward stock split that has been
retroactively applied to the above schedule.

On
July 19, 2007 the Company had an 11 for 10 forward stock split that has been
retroactively applied to the above schedule.

The
accompanying notes are an integral part of these statements

8

---



General Metals Corporation
Successor to General Gold Corporation(An Exploration Stage Company)

Unaudited Condensed Consolidated Statements
of Cash Flows

|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|------------------------------------------------ |  | ---------------------------- | ---------- | ---- | - | ---------- | - | ------------------------------------------------ | ---------- | -
|                                                 |  |                              |            |      |   |            |   | July 17, 1998
 (Inception)
 to October 31,
 2008 |           
|                                                 |  | Six Months Ended October 31, |            |     
|                                                 |  |                              |            |     
|                                                 |  | 2008                         |            | 2007 |   |           
|                                                 |  |                              |            |      |   |            |  
|Operating
 Activities                            |  |                              |            |      |   |            |   |                                                  |            |  
|Net Loss                                         |  | $                            | (1,273,281 | )    | $ | (1,189,683 | ) | $                                                | (5,064,908 | )
|Adjustments to reconcile Net Loss                |  |                              |            |      |   |            |   |                                                  |            |  
|Loss on Outstanding Warrants                     |  |                              | 31,335     |      |   | 414,702    |   |                                                  | 591,445    |  
|Stock Issued for Service and Conversion of
 Debt |  |                              | 757,190    |      |   | 35,000     |   |                                                  | 1,570,021  |  
|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     |  
|Contributed Capital                              |  |                              |           |      |   |           |   |                                                  | 45,087     |  
|Depreciation and Amortization                    |  |                              | 3,216      |      |   | 3,536      |   |                                                  | 14,100     |  
|Changes in Operating Assets and
Liabilities      |  |                              |            |      |   |            |   |                                                  |           |  
|(Increase)/Decrease in Accounts
Receivable       |  |                              |           |      |   |           |   |                                                  |           |  
|(Increase)/Decrease in Other
Receivables         |  |                              | (1,000,244 | )    |   |           |   |                                                  | (1,000,244 | )
|(Increase)/Decrease in Prepaid Expenses          |  |                              | (437,867   | )    |   | 11,200     |   |                                                  | (438,167   | )
|Increase/(Decrease) in Accounts Payable          |  |                              | 371,105    |      |   | 45,952     |   |                                                  | 488,791    |  
|Increase/(Decrease) in Deferred Gain             |  |                              | 1,000,000  |      |   |           |   |                                                  | 1,000,000  |  
|Increase/(Decrease) in Accrued
Liabilities       |  |                              | 35,447     |      |   |           |   |                                                  | 35,447     |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Net Cash Used by Operating Activities            |  |                              | (500,349   | )    |   | (664,293   | ) |                                                  | (3,189,973 | )
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Investment
 Activities                           |  |                              |            |      |   |            |   |                                                  |            |  
|Acquisition of Mineral Property                  |  |                              |           |      |   |           |   |                                                  | (58,091    | )
|Right in General Cooper                          |  |                              | (845       | )    |   |           |   |                                                  | (18,345    | )
|Purchase of Equipment                            |  |                              |           |      |   | (15,366    | ) |                                                  | (43,048    | )
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Net Cash Used by Investment Activities           |  |                              | (845       | )    |   | (15,366    | ) |                                                  | (119,484   | )
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Financing
 Activities                            |  |                              |            |      |   |            |   |                                                  |            |  
|Loans / (Repayments) -Related Parties            |  |                              | 3,000      |      |   | (53,000    | ) |                                                  | 3,000      |  
|Cash Received from Subscriptions
Receivable      |  |                              | 12,500     |      |   |           |   |                                                  | 7,000      |  
|Proceeds from the Sale of Stock                  |  |                              | 468,200    |      |   | 800,224    |   |                                                  | 3,299,563  |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Net Cash Provided by Financing
Activities        |  |                              | 483,700    |      |   | 747,224    |   |                                                  | 3,309,563  |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Net
 Increase / (Decrease) in Cash               |  |                              | (17,494    | )    |   | 67,565     |   |                                                  | 106        |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Cash,
 Beginning of Period                       |  |                              | 17,600     |      |   | 193,796    |   |                                                  |           |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Cash,
 End of Period                             |  | $                            | 106        |      | $ | 261,361    |   | $                                                | 106        |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|                                                 |  |                              |            |      |   |            |   |                                                  |            |  
|Supplemental
 Information:                       |  |                              |            |      |   |            |   |                                                  |            |  
|Interest Paid                                    |  | $                            |           |      | $ | 1,070      |   | $                                                |           |  
|Income Taxes Paid                                |  | $                            |           |      | $ |           |   | $                                                |           |  

The
accompanying notes are an integral part of these statements

9

---



General Metals Corporation 
Successor to General Gold Corporation
(An Exploration Stage Company) Notes to Consolidated Financial Statements
(October 31, 2008 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 October 31, 2008, 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 October 31, 2008 are
not necessarily indicative of the operating results for the full year.

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

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

10

---



General Metals Corporation 
Successor to General Gold Corporation(An Exploration Stage Company) Notes to Consolidated Financial Statements
(October 31, 2008 and April 30, 2008)

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.

NOTE 4  SUBSEQUENT EVENTS

On December 5, 2008, the
company amended the agreement with Sunergy to allow for the initial payment to
be made on or before December 31, 2008.

11

---



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, 1988, 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.

12

---



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

The 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 kilometre
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.

Nyinahin Mining Concession

(MAP)

Effective March 15, 2007,
General Metals completed the acquisition of 100% interest in Mikite Gold
Resources (Mikite), a Ghanaian corporation with exclusive exploration rights
to the Nyinahin Mining Concession near Bibiani, Ghana. The Mineral rights are
for gold, diamonds and base metals.

The 150 square kilometer
Nyinahin mining concession is located between two geological gold belts, the
Bibiani Belt to the west and the Asankrangwa to the east. The property shares
borders with several major mining companies, including Newmont Mining, Napoli
Gold and Dunkwa Continental Goldfields. The district is home to the famous
Ashanti Goldfields-Obuasi Mines and is one of the most active exploratory areas
in the world.

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, we amended the agreement with

13

---



Sunergy to allow for the
remainder of the initial payment to be made on or before December 31, 2008 with
the remainder of the agreement as originally drafted remaining in full force
and effect.

Location
and Access

About 80% of the Nyinahin
Concession lies to the west of the Offin River within the Ashanti Region of
Ghana The property is accessed via the main Kumasi-Bibiani trunk road and is
located 48km southwest of Kumsasi and 20km northwest of Bibiani. Adequate
ground water appears to be available for diversion for future mining
operations. Electrical power is sup[plied by the National Grid and
Infrastructure facilities are available within the concession from notable
towns which include Nyinahin, Akorabuokurom, Baaneekurom, Nagore and Ntoboroso.

Evidence of past exploration
and mining activities exist in the form of pits and adits. There is a strong
clustering of artisan pits located along theh Offin River. Three old gold
prospects exist on the concession. The first is located about 2.0 km SE of the
village of Akorabuokurom and 3km from the village of Otaakurom, the second 1.8km
SW of to the east of the concession, whilst the third is located along the
south eastern boundary near the village of Owuokurom. Fragments of phyllite,
greywacke and quartz are noted in the spoils of these pits.

A systematic exploration
program was initiated in July 2005. The work consisted of active stream
sediment sampling and geological mapping. Application to the Minerals
Commission in Ghana upgraded this 150 sq. km. Nyhinahin mineral concession from
a reconnaissance license to a full prospecting license.

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.

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

(MAP)

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

14

---



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. Production grades have historically been high, with
individual samples from stopes reported to contain up to 19,000 ounces of
silver, and 64 ounces of gold. During its peak period of production in 1976 the
mine shipped up to 1 ton of gold and silver bullion per month.

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

Surrounding Land and Mineral Ownership

The
Wilson-Independence claims are 100% controlled by us and are completely
surrounded by Newmont Minings holdings in the Phoenix Project and are an
island with legal access.

Plan of Operations

Situated in
the Battle Mountain  Cortez gold belt, the Wilson-Independence gold project
represents an opportunity for a gold-sliver 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. Based on drill intercepts and drill
hole spacing, we believe there is potential to develop a near surface
mineralized deposit with between 3Mt and 5 Mt of material with a grade of 0.03
to 0.05 opt and a deeper deposit containing 5 to 6 Mt of material with grades
between 0.27 and 0.35 opt.

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 higher grade 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.

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

15

---



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)

(MAP)

16

---



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.

17

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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.

          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.

          Obtain
check assays and third party review of the QA-QC data.

          Begin
initial 3D modeling and variography of the deposit to confirm optimum drill
density.

          Begin
permitting process with the BLM for extended exploration. Reno Office

          Catalog
and index data and reports on file from previous operators.

          Digitize
underground workings, geology and sample data in 3D format. The budgeted costs
are as follows:

Development Drilling and Production
Permitting

The shallow target
development drilling and production permitting program requires additional
funding as described below to bring the project to construction ready for the
processing facilities. The completed and proposed program is budgeted as
follows:

|                                                                       |  |   |           | 
|---------------------------------------------------------------------- |  | - | --------- | 
|Recent Completed Work 
 Development Drilling - Production Permitting: | 
|                                                                      
|Wilson-Independence
 project development                               |  | $ | 1,250,000 | 
|Engineering,
 mine planning & production permitting                    |  |   | 250,000   | 
|Working
 capital                                                       |  |   | 500,000   | 
|                                                                       |  |   |           | 
|Total Raised
 and Spent To Date:                                       |  | $ | 2,000,000 | 

18

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To Be Raised Funds 
Development Drilling  Production Permitting:

|                                                   |  |   |           | 
|-------------------------------------------------- |  | - | --------- | 
|Wilson-Independence project development            |  | $ | 1,100,000 | 
|Engineering, mine planning & production permitting |  |   | 500,000   | 
|Metallurgical testing and reporting                |  |   | 350,000   | 
|Reclamation Bonding                                |  |   | 650,000   | 
|Working capital                                    |  |   | 900,000   | 
|                                                   |  |   |           | 
|Total To Be Raised for Development                 |  | $ | 3,500,000 | 

Production Facilities

The initial budget of $3.5
million to commence production includes reclamation bonding, mining, land
acquisition, pad construction, processing facility and working capital as
follows:

To Be Raised Funds 
Third Round  Production Facilities

|                       |  |   |           | 
|---------------------- |  | - | --------- | 
|Land                   |  | $ | 250,000   | 
|Leach Pad Construction |  |   | 750,000   | 
|Mining                 |  |   | 1,000,000 | 
|Processing Facility    |  |   | 500,000   | 
|Working Capital        |  |   | 1,000,000 | 
|                       |  |   |           | 
|Total                  |  | $ | 3,500,000 | 
|                       |  |   |           | 
|                       |  |   |           | 
|TOTAL PROGRAM COST:    |  | $ | 9,000,000 | 
|                       |  |   |           | 

Financial Summary

The cost to put the
Wilson-Independence project into production is estimated at $6.0 million.
Initial production permitting commenced in mid 2008 with an anticipated
production as soon thereafter as permitting will allow. Following is a table
showing revenue projections for the first five years of production at a gold
price of US$800 per ounce and a silver price of US$15.00 per ounce.

|                                                          |  |                      |        |      |  |        |   |      |         |      |  |         |   |  |         |   |  |         |  
|--------------------------------------------------------- |  | -------------------- | ------ | ---- |  | ------ | - | ---- | ------- | ---- |  | ------- | - |  | ------- | - |  | ------- | -
|                                                          |  | Year ended April 30, |       
|                                                          |  |                      |       
|                                                          |  | 2009                 |        | 2010 |  | 2011   |   | 2012 |         | 2013 |  | 2014    |  
|                                                          |  |                      |        |      |  |        |   |      |         |      |  |         |  
|Total Ore Mined (000s t)                                 |  |                      |       |      |  | 1,000  |   |      | 1,500   |      |  | 1,500   |   |  | 1,500   |   |  | 1,500   |  
|Processing Rate (t/day)                                   |  |                      |       |      |  | 3,000  |   |      | 4,200   |      |  | 4,200   |   |  | 4,200   |   |  | 4,200   |  
|Silver Recovered (000s oz)                               |  |                      |       |      |  | 900    |   |      | 1,260   |      |  | 1,260   |   |  | 1,260   |   |  | 1,260   |  
|Gold Recovered (000s oz)                                 |  |                      |       |      |  | 96     |   |      | 134     |      |  | 134     |   |  | 134     |   |  | 134     |  
|Revenue (000s US$)                                       |  |                      |       |      |  | 90,300 |   |      | 126,420 |      |  | 126,420 |   |  | 126,420 |   |  | 126,420 |  
|Permitting, Development & Production Capital (000s
 US$) |  |                      | (2,500 | )    |  | (4,500 | ) |      | (4,000  | )    |  | (4,000  | ) |  | (4,000  | ) |  | (4,000  | )
|                                                          |  |                      |        |      |  |        |   |      |         |      |  |         |   |  |         |   |  |         |  
|Net Cashflow (000s US$)                                  |  |                      | (2,500 | )    |  | 37,800 |   |      | 55,220  |      |  | 55,220  |   |  | 55,220  |   |  | 55,220  |  
|                                                          |  |                      |        |      |  |        |   |      |         |      |  |         |   |  |         |   |  |         |  

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.

19

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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.

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 October 31, 2009. 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
$32,400. We believe that our current lease arrangements provide adequate space
for our foreseeable future needs.

20

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Employees

Currently we have five
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.

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

21

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obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.

Results
of Operations  Three and Six Months Ended October 31, 2008 and 2007

The following summary of our
results of operations should be read in conjunction with our financial statements
for the quarter ended October 31, 2008 which are included herein.

Our operating results for
the three and six months ended October 31, 2008, for the three and six months
ended October 31, 2007 and the changes between those periods for the respective
items are summarized as follows:

|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|------------------------------ |  | ---------------------------------- | --------- | ----------------------------------- | - | ---------------------------------------------------------------------------- |  | - | -------- | -
|                               |  | Three Months EndedOctober 31, 2008 |           | Three Months Ended
 October 31,2007 |   | Change BetweenThree Month Period
 Ended October 31, 2008and October 31, 2007 | 
|                               |  |                                    |           |                                     |   |                                                                              | 
|Revenue                        |  | $                                  | Nil       |                                     | $ | Nil                                                                          |  | $ | Nil      |  
|Depreciation and
 amortization |  |                                    | 1,607     |                                     |   | 1,768                                                                        |  |   | (161     | )
|General and administrative     |  |                                    | 48,309    |                                     |   | 6,910                                                                        |  |   | 41,399   |  
|Management and consulting      |  |                                    | 87,706    |                                     |   | 83,768                                                                       |  |   | 3,938    |  
|Exploration and
 development   |  |                                    | 299,937   |                                     |   | 224,482                                                                      |  |   | 75,455   |  
|Professional fees              |  |                                    | 12,545    |                                     |   | 35,458                                                                       |  |   | (22,913  | )
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|Net loss                       |  |                                    | 475,279   |                                     |   | 362,786                                                                      |  |   | (112,493 | )
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|                               |  | Six Months EndedOctober 31, 2008   |           | Six Months Ended
 October 31, 2007  |   | Change Between Six Month Period
 Ended October 31, 2008and October 31, 2007  | 
|                               |  |                                    |           |                                     |   |                                                                              | 
|Revenue                        |  | $                                  | Nil       |                                     | $ | Nil                                                                          |  | $ | Nil      |  
|Depreciation and
 amortization |  |                                    | 3,216     |                                     |   | 3,536                                                                        |  |   | (320     | )
|General and administrative     |  |                                    | 95,319    |                                     |   | 302,590                                                                      |  |   | (207,271 | )
|Management and consulting      |  |                                    | 343,673   |                                     |   | 163,899                                                                      |  |   | 179,774  |  
|Exploration and development    |  |                                    | 737,775   |                                     |   | 264,498                                                                      |  |   | 473,277  |  
|Professional fees              |  |                                    | 49,196    |                                     |   | 40,458                                                                       |  |   | 8,738    |  
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  
|Net loss                       |  |                                    | 1,273,281 |                                     |   | 1,189,683                                                                    |  |   | 83,598   |  
|                               |  |                                    |           |                                     |   |                                                                              |  |   |          |  

Our
accumulated losses increased to $5,064,908 as of October 31, 2008. Our financial statements report
a net loss of $475,279 and
$1,273,281 for the three and six month periods ended October 31, 2008,
respectively, compared to a net loss of $362,786 and $1,189,683 for the three and six month periods ended
October 31, 2007. Our losses have increased primarily as a result of an increase in exploration and development
expenses.

As of October
31, 2008, we had $1,438,517 in current assets and $1,527,238 in current
liabilities.

22

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During the
three month period ended October 31, 2008 we expensed $299,937 on exploration
and development on our properties as compared to $224,482 during the three
month period ended October 31, 2007.

During the six
month period ended October 31, 2008 we expensed $737,775 on exploration and
development on our properties as compared to $264,498 during the six month
period ended October 31, 2007.

Liquidity
and Financial Condition

Working capital

|                    |  |                        |           |                      |   |         |  
|------------------- |  | ---------------------- | --------- | -------------------- | - | ------- | -
|                    |  | At 
 October 31,
 2008 |           | At 
 April 30,
 2008 |  
|                    |  |                        |           |                     
|Current assets      |  | $                      | 1,438,517 |                      | $ | 17,900  |  
|Current liabilities |  |                        | 1,527,238 |                      |   | 117,686 |  
|                    |  |                        |           |                      |   |        
|Working capital     |  | $                      | (88,721   | )                    | $ | (99,786 | )
|                    |  |                        |           |                      |   |        

Cash Flows

|                                               |  |                    |         |                   |   |         | 
|---------------------------------------------- |  | ------------------ | ------- | ----------------- | - | ------- | 
|                                               |  | Three Months Ended |        
|                                               |  | October 31,
 2008  |         | October 31,
 2007 |  
|                                               |  |                    |         |                  
|Net cash used in operating
 activities         |  | $                  | 113,796 |                   | $ | 292,956 | 
|Net cash used in investing
 activities         |  |                    | (845    | )                 |   | 0       | 
|Net cash provided by
 financing activities     |  |                    | 112,650 |                   |   | 315,600 | 
|                                               |  |                    |         |                   |   |        
|Net increase (decrease) in
 cash during period |  | $                  | (1,991  | )                 | $ | 22,644  | 
|                                               |  |                    |         |                   |   |        

|                                               |  |                   |         |                   |   |         |  
|---------------------------------------------- |  | ----------------- | ------- | ----------------- | - | ------- | -
|                                               |  | Six Months Ended  |        
|                                               |  | October 31,
 2008 |         | October 31,
 2007 |  
|                                               |  |                   |         |                  
|Net cash used in operating
 activities         |  | $                 | 500,349 |                   | $ | 664,293 |  
|Net cash used in investing
 activities         |  |                   | (845    | )                 |   | (15,366 | )
|Net cash provided by
 financing activities     |  |                   | 483,700 |                   |   | 747,224 |  
|                                               |  |                   |         |                   |   |        
|Net increase (decrease) in
 cash during period |  | $                 | (17,494 | )                 | $ | 67,565  |  
|                                               |  |                   |         |                   |   |        

Operating Activities

Net cash used in operating
activities was $113,796 in the three months ended October 31, 2008
compared with net cash used in operating activities of $292,956 in the same period in 2007.

Net cash used in operating
activities was $500,349 in the six months ended October 31, 2008
compared with net cash used in operating activities of $664,293 in the same period in 2007.

Our net cash used in
operating activities since inception increased to $3,189,973 as of October 31,
2008.

Investing Activities

Net cash used in investing
activities was $845 in the three months ended October 31, 2008
compared to net cash used in investing activities of nil in the same period in
2007. The increase in use of cash of $845 in investing
activities is mainly attributable to our company increasing our investment in General Copper during the three
month period ended October 31, 2008.

Net cash used in investing
activities was $845
in the six months ended October 31, 2008 compared to net cash used in
investing activities of $15,366 in the same period in 2007. The increase in use
of cash of $14,521 in investing

23

---



activities is
mainly attributable to our company purchasing equipment during the six month
period ended October 31, 2007 as compared to the period ended October 31, 2008.

Financing Activities

Net cash
provided by financing activities was $112,650 in the three months ended October
31, 2008 compared to $315,600 in the same period in 2007.

Net cash
provided by financing activities was $483,700 in the six months ended October
31, 2008 compared to $747,224 in the same period in 2007.

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.

24

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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.

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

25

---



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.

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 significant 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.

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.

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We will depend almost exclusively on outside
capital to pay for the continued exploration and development of our properties.
Such outside capital may include the sale of additional stock and/or commercial
borrowing. We can provide no assurances that any financing will be successfully
completed.

Capital may
not continue to be available if necessary to meet these continuing development
costs or, if the capital is available, that it will be on terms acceptable to
us. The issuance of additional equity securities by us would result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

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

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

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

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

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

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

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

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

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

27

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exploration
and often result in unsuccessful exploration efforts. If the results of our
exploration programs do not reveal viable commercial mineralization, we may
decide to abandon our claim and acquire new claims for new exploration. The
acquisition of additional claims will be dependent upon us possessing capital
resources at the time in order to purchase such claims. If no funding is
available, we may be forced to abandon our operations.

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

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

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

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

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

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

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

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

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

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

28

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

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

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

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

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

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

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

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

Our constating
documents authorize the issuance of 220,000,000 shares of common stock with a
par value of $0.001 and 50,000,000 preferred shares with a par value of $0.001.
In the event that we are required to issue any additional shares or enter into
private placements to raise financing through the sale of equity securities,
investors interests in our company will be diluted and investors may suffer
dilution in their net book value per share depending on the price at which such
securities are sold. If we issue any such additional shares, such issuances
also will cause a reduction in the proportionate ownership and voting power of
all other shareholders. Further, any such issuance may result in a change in
our control.

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

Some of our
directors and officers are nationals and/or residents of countries other than
the United States, and all or a substantial portion of such persons assets are
located outside the United States. As a result, it may be difficult for
investors to enforce within the United States any judgments obtained against
our company or our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.

29

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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.

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.

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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)                                                                                                                                                    

31

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|     |                                                                               
|---- | ------------------------------------------------------------------------------
|Item | Description                                                                   
|     |                                                                               
|(21) | Subsidiaries                                                                  
|     |                                                                               
|     | General Gold
 Corporation, a Nevada company                                   
|     |                                                                               
|(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) 

32

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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:
 December 12, 2008 |  | /s/ Stephen
 Parent                        
|                          |  |                                            
|                          |  | Stephen Parent                             
|                          |  | Chief
 Executive Officer and President     
|                          |  | (Principal
 Executive Officer)             
|                          |  |                                            
|Dated:
 December 12, 2008 |  | /S/ Daniel
 J. Forbush                     
|                          |  |                                            
|                          |  | Daniel J. Forbush                          
|                          |  | Chief
 Financial Officer                   
|                          |  | (Principal
 Financial Officer and Principal
|                          |  | Accounting
 Officer)                       

33

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