U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB


(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended June 30, 2004

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _____ to _______

                         Commission file number 0-33057

                           Andresmin Gold Corporation
                       formerly known as Anton Dist. Inc.
                       ----------------------------------
        (Exact name of small business issuer as specified in its charter)

         MONTANA                                                84-1365550
         -------                                                ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                              Identification No.)

                          409 Granville St., Suite 1450
                        Vancouver, B.C., Canada, V6C 1T2
                    -----------------------------------------
                    (Address of Principal Executive Offices)

                                 (604) 688-6889
                                 --------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

          Title of each class          Name of each exchange on which registered

              None                                  N/A
          ------------------           -------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                                  Common stock
                                ----------------
                                (Title of class)



<PAGE>


                                        2



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

                             Yes    X      No
                                 -------      -------

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State the issuer's revenues for its more recent fiscal year (ending June
30, 2004): $Nil.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of September 15, 2004: $49,992,783.

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

Class                                    Outstanding as of September 15, 2004

Common Stock, $.001 par value            32,244,015*

*After taking into effect the forward stock split of thirteen-for-one shares of
common stock effective May 10, 2004 and the cancellation of 15,000,000 shares
owned by Mr. Ian Brodie on September 2, 2004.


Transitional Small Business Disclosure Format (Check one): Yes      No  X
                                                              ----    ----


INDEX
-----

ITEM 1.  DESCRIPTION OF BUSINESS                                           3

ITEM 2.  DESCRIPTION OF PROPERTY                                           9

ITEM 3.  LEGAL PROCEEDINGS                                                 9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              10

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         10

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        12

ITEM 7.  FINANCIAL STATEMENTS                                             15

         CONSOLIDATED BALANCE SHEET                                      F-3

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)     F-4




<PAGE>


                                        3




         CONSOLIDATED STATEMENT OF OPERATIONS                            F-6

         CONSOLIDATED STATEMENTS OF CASH FLOWS                           F-7

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                      F-8

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                            16

ITEM 8A. CONTROLS AND PROCEDURES                                          16

ITEM 8B. OTHER INFORMATION                                                17

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
           OF THE EXCHANGE ACT                                            17

ITEM 10. EXECUTIVE COMPENSATION                                           21

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                 22

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   24

ITEM 13. EXHIBITS                                                         24

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                           24

SIGNATURES                                                                26


PART I
------

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------

BUSINESS DEVELOPMENT
--------------------

     Andresmin  Gold  Corporation,  formerly  known as Anton  Dist.  Inc.,  is a
corporation  organized  under the laws of the State of Montana (the  "Company").
The Company currently trades on the OTC Bulletin Board under the symbol "ASGC".

     The Company was incorporated  under the laws of the State of Montana on May
6, 1991 under the name "Anton Dist.  Inc.".  Effective May 10, 2004, the Company
filed articles of amendment to its articles of incorporation to give effect to a
forward stock split of the issued and outstanding  shares of common stock on the
basis of 13 new  shares  for each one old share  and to  change  the name of the
Company from Anton Dist. Inc. to "Andresmin Gold Corporation".

     As of the date of this Annual Report, the Company is a mineral  exploration
and development company.

CURRENT BUSINESS OPERATIONS
---------------------------

     On May 7, 2004, the Company,  Grupo Minero Internacional  S.A.C.  ("Grupo")
and the  shareholders  of Grupo  entered  into a letter  agreement  (the "Letter
Agreement")  whereby the  shareholders  of Grupo will transfer all of the issued



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                                        4



and  outstanding  shares in the capital of Grupo and assign any loans owing from
Grupo to the shareholders of Grupo to the Company in exchange for: (i) receiving
US$230,000 in cash from the Company, which will be payable by the Company to the
shareholders of Grupo in equal portions on the closing date,  which will be June
10,  2004 (the  "Closing  Date");  and (ii) a 2.5% Net  Smelter  Royalty  on all
properties  and mining rights  currently  owned by Grupo,  which will be payable
upon reaching  commercial  production in equal portions to the  shareholders  of
Grupo.  The  Letter  Agreement  is  subject to the  satisfactory  due  diligence
conducted by the Company of Grupo.  In  addition,  the closing is subject to the
condition  precedent that the Company shall have raised US$230,000 prior to June
10,  2004 in order to have the  funds  available  to  complete  the  transaction
contemplated  on the Closing Date. The Company,  Grupo and the  shareholders  of
Grupo  intend to enter into a more formal  share  purchase  agreement  and other
documents  that more fully  delineate and  formalize  the terms  outlined in the
Letter Agreement.

     On June 10,  2004,  the  parties to the above  mentioned  Letter  Agreement
agreed to an amendment to the Letter Agreement,  whereby the condition precedent
of the Company raising  US$230,000  prior to June 10, 2004, was extended to June
30, 2004.

     On July 23, 2004, the Company closed the acquisition of Grupo.

     With the  acquisition  of Grupo,  the Company is now an  exploration  stage
company  engaged in the  acquisition  and  exploration of mineral  properties in
Peru. Prior to the acquisition of Grupo,  company management  approached several
consulting   geologists  and  prospectors  currently  operating  or  having  had
experience  in Peru,  to discuss  the merits of the  acquisition  based on their
knowledge of the information  made available to the public by Empresa Minera Del
Centro Del Peru S.A. (Centromin),  a Peruvian  government-owned  company charged
with the sale of mineral concessions owned by the state to private interests. By
acquiring all the shares of Grupo, the Company acquired a 100% interest in eight
mining  concessions  and a further  fourteen  mineral  claims.  These claims are
located throughout Peru, in areas generally thought to host gold, silver, copper
and other base metal  deposits.  The  claims are all in good  standing  with the
Peruvian state authorities.

     Since the Company is an exploration  stage  company,  there is no assurance
that a commercially viable mineral deposit exists on any of our properties,  and
a great deal of further  exploration  will be required before a final evaluation
as to  the  economic  and  legal  feasibility  for  its  future  exploration  is
determined.  The Company has no known reserves of any type of mineral.  To date,
the Company has not discovered an  economically  viable  mineral  deposit on the
properties, and there is no assurance that the Company will discover one.

Recording of Mining Claims and Mineral Concessions
--------------------------------------------------

1.   MINING CONCESSIONS

1.1  HUARANGAYOC / PIRA PROJECT
     LOCATION : ANCASH

              NAME                 CODE           HAS.         REGISTRY
     1.  EL TORNILLO 1          09000107Y02      1000          Record 292344
     2.  EL TORNILLO 2          09000108Y01       800          Record 292345
     3.  EL TORNILLO 3          09000109Y01       600          Record 292346
     4.  LA TUERCA              09014153X01       600          Record 291181




<PAGE>


                                        5



1.2  WINICOCHA / PROJECT
     LOCATION : CUSCO

              NAME                 CODE           HAS.         REGISTRY
     1.  EVALUZ                 010078693         600          Record 3349
     2.  EVALUZ I               010078793         900          Record 3350
     3.  JUDITH                 010062993        1000          Record 4235
     4.  JUDITH I               010063193         500          Record 3351


2.   MINING CLAIMS

      NAME                     CODE                 DATE            LOCATION
1.   CLIFTON                01-00735-04             29.03.04         PUNO
2.   CLIFTON I              01-00739-04             29.03.04         AREQUIPA
3.   DE MELT                01-00738-04             29.03.04         PUNO
4.   DE MELT I              01-00738-04             29.03.04         PUNO
5.   ESPERANZA 28MA         01-00752-04             30.03.04         AREQUIPA
6.   JUDITH II              01-00734-04             29.03.04         CUSCO
7.   JUDITH III             01-00805-04             02.04.04         CUSCO
8.   JUDITH IV              01-00804-04             02.04.04         CUSCO
9.   JUDITH V               01-00800-04             02.04.04         CUSCO
10.  JUDITH VI              01-00803-04             02.04.04         CUSCO
11.  JUNDITH VII            01-00801-04             02.04.04         CUSCO
12.  JUDITH VIII            01-00802-04             02/04/04         CUSCO
13.  VIDAURRE               01-00737-04             29/03/04         CUSCO
14.  VIDAURRE I             01-00736-04             29/03/04         PUNO

Technical Information
---------------------

     Of the twenty-two  properties acquired,  only those four mining concessions
associated with the Winicocha project (Evaluz,  Evaluz I, Judith, Judith I) have
had significant  work done.  These  concessions were the subject of a geological
report prepared by Centromin dated January,  2002. The following  description of
these concessions is summarized from this report.

Definitions
-----------

     "Electromagnetic  surveys"  involve  measuring  whether or not rocks on the
surface and subsurface of the property conduct electricity.  Copper and gold are
excellent conductors of electricity.  Areas of high conductivity are targets for
follow-up exploration.

     "Magnetic surveys" involve searching for changes in the magnetic field over
property areas.  Magnetic  anomalies may be a result of accumulations of certain
magnetic rocks such as pyrrhotite,  hematite and magnetite. These rock types are
often found alongside base metals such as copper,  zinc and nickel,  or precious
metals such as gold and silver.

     An "Induced Polarization (`IP') survey" is an electrical survey method that
measures  the  resistivity  and  chargeability  of rock which may be a result of
sulphide content of the rock.

     "Airborne  geophysical  surveys"  are the search for  mineral  deposits  by
measuring  the physical  property of  near-surface  rocks  through the use of an
airplane  or  helicopter  in order to  detect  unusual  responses  caused by the



<PAGE>


                                        6



presence of mineralization.  Electrical,  magnetic,  gravitational,  seismic and
radioactive properties are the ones most commonly measured.

     "Drilling"  involves  extracting a long cylinder of rock from the ground to
determine  amounts of metals at different  depths.  Pieces of the rock obtained,
known as drill core, are analysed for mineral content.

     "Geophysics" is the study of physical properties of rock and minerals.

     "Geochemistry" is the study of chemical properties of rocks.

     "Ore" is a  mixture  of  minerals  from  which at least  one  metal  can be
extracted at a profit.

Prospect Summary of Winicocha
-----------------------------

     The Winicocha  gold prospect is located in the southern  sierra of Peru, in
the district of Lvitaca,  province of  Chumbivilcas,  department  of Cuzco.  The
access is by Cuzco or by  Arequipa,  being 215 km and 392 km  respectively.  The
prospect comprises five (5) concessions with a total area of 3,000 hectares. The
area of  Winicocha  was  explored in 1992 - 1993 by the Tintaya  Special  Mining
Company  S.A.  (limited  liability  company).  They  completed  the  mapping  of
mineralized  structures,  excavated  trenches  from small  excavations  and took
samples. The sampling data is available in the Data Room.

     The  concessions  were  transferred  to Minero Peru S.A. in 1996, a company
that was later  absorbed by Centromin  Peru S.A. who is the current title holder
of the concessions.

(NOTE:  Centromin and Minero Peru were formed by the Velasco government when all
mines with the  exception  of  Southern  Peru Copper  were  nationalized  in the
1970's.  Centromin  took  everything  from the La Oroya  Smelter to Antamina and
Minero  Peru took the  rest.  The two  companies  were  amalgamated  to make the
privatization process more easily understood).

     Location and Geology
     --------------------

     Winicocha is located in the copper-gold belt of the southern sierra of Peru
between the deposits of Tintaya and Las Bambas,  and like Las Bambas, is located
in the "metalotecto"  calcareous  Ferrobamba which has been intruded by porphyry
monzanite - the principal intrusive.

     Geographically it is situated between  14(degree) 21' and 14(degree) 24' of
latitude  south and between  71(degree) 36' and 71(degree) 39' of longitude west
at an average altitude of 4,000 masl.

     The climate is frigid, corresponding to the climate typical of the mountain
foothills  (Altiplano?)  especially from April to October  changing to temperate
from  November to March.  In this last period the maximum  precipitation  occurs
estimated  at  650  mm  per  year.   Between  August  and  October  there  is  a
characteristic  strong wind which blows from mid day with gusts that can achieve
30 miles per hour.

     Recent Exploration
     ------------------

     Between  1992 -  1993  the  Tintaya  Special  Mining  Company  undertook  2
exploration  campaigns in the  Winicocha  area.  They  excavated  small pits and




<PAGE>


                                        7



trenches to take samples of the quartz monzanite  porphyry stock where there was
the presence of hydrothermal  alterations  rich in silica,  pyrite and values of
gold. The values in the dissemination are 0.33 gpt of gold. There are also veins
with  thickness  between 0.2 to 4 meters and point  grades up to 21 gpt of gold,
2.5 opt of silver and 8.8% lead.

     More  recently in 2004,  the Company  has  conducted a sampling  program of
small pits, trenches and stream beds on the property.  Mapping and rock sampling
has  identified  multiple  porphyritic   intrusives  and  polymictic  brecciated
intrusives.  The northern  area has an area of magnetite  skarn with  associated
porphyritic  quartz diorite intruding  porphyritic  monzodiorite,  the southeast
area has a garnet skarn and a window of exposed  phyllic  alteration  associated
with brecciated quartz vein stockworking,  polymictic  brecciated intrusives and
porphyritic monzodiorite.

     Rock  channel and chip  sampling has  identified  a copper gold  molybdenum
geochemical  anomaly in the north grading up to 1%Cu, 5g/t Au, 150ppm Mo. In the
southwest the  geochemical  anomaly  grades up to 330ppm Mo, 0.5g/t Au and 0.12%
Cu.  The gold  geochemical  anomaly in the  southwest  extends  eastward  and is
coincident  with a 2.5km  long by  approximately  300m wide zone of quartz  vein
stockworking with gold grades increasing to 2.5g/t.

     Review of these results led the Company to complete an Induced Polarization
and Magnetic  survey over 1,000 hectares of the Judith and Judith I concessions.
The geophysics has identified strong IP chargeability  anomalies coincident with
the  geochemically  anomalous  areas.  Each of the  chargeability  anomalies has
peripheral  magnetic  anomalies and the large  stockworking zone in the south of
the property  has a  coincident  magnetic  and  resistivity  anomaly  indicating
mineralized stockworking.

     The northern  chargeability  anomaly is  approximately  1.6km by 1.6km, the
southwestern  chargeability  anomaly  is  approximately  1km by  0.6km  and  the
southeastern  chargeability  anomaly  is 1.8km by 0.3km.  Each of these  targets
individually are significant.  The large footprint indicated by geochemistry and
geophysics  indicates  that they are likely to be part of one very  large  zoned
system at depth. A detailed  analysis of the resulting data has been  undertaken
by outside  consultants,  and this analysis is currently being considered by the
Company's board of directors for further action on the property.

Compliance with Government Regulation
-------------------------------------

     The Company  will be required  to comply  with all  regulations,  rules and
directives  of  governmental   authorities   and  agencies   applicable  to  the
exploration of minerals in Peru.

     The  Company  has  paid  the  applicable  rental  fees  to the  appropriate
government  agencies  on all  concessions  and claims  currently  held,  and has
incurred  adequate  expenditures on all properties to deem them in good standing
for the current year.

     In general,  the required  expenditure is $100 per hectare,  per annum, and
the rental fee is $3 per hectare per annum. The penalties for non-compliance and
non-payment are as follows:

     1.   Non-payment  of  rental  fees  for  two  consecutive   years  and  the
          concession reverts back to the government.




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                                        8



     2.   Non-compliance of the required expenditure accumulated over a six-year
          period (i.e. $600 per hectare within a six-year  period),  the penalty
          is an  additional  rental fee of $6 per hectare for years 7 through 11
          (resulting  in a rental fee paid for that period of $9 per hectare per
          annum). If the required  expenditure is not met during that time, from
          year 12 there is a penalty of $20 per hectare  resulting  in an annual
          rental fee of $23 per hectare per annum.

     Should the Company  continue to hold and explore all  properties  currently
held,  it would incur  annual  rental fees of $49,200 and an annual  expenditure
commitment of $1,640,000.

Competitive Conditions
----------------------

     The mineral exploration  industry is highly fragmented and the Company will
be competing with many other  exploration  companies  looking for minerals.  The
Company is one of the smallest exploration  companies and is an infinitely small
participant in the mineral  exploration  business.  While the Company  generally
competes  with other  exploration  companies,  there is no  competition  for the
exploration of minerals from its claims. Readily available mineral markets exist
in the  United  States  and  around  the world for the sale of  minerals  if the
Company ever experiences production.  Therefore, the Company will likely be able
to sell  any  minerals  if it  ever  successfully  discovers  and  recovers  any
minerals. There are no assurances,  however, that the prevailing prices for such
minerals will result in profitable operations.

     The Company is a junior mineral exploration  company. It compete with other
junior  mineral  exploration  companies for financing  from a limited  number of
investors that are prepared to make  investments  in junior mineral  exploration
companies.  The presence of competing junior mineral  exploration  companies may
impact on the Company's ability to raise additional capital in order to fund its
exploration   programs  if  investors  are  of  the  view  that  investments  in
competitors  are more  attractive  based on the merit of the mineral  properties
under investigation and the price of the investment offered to investors.

     The Company  will also be competing  with other  junior and senior  mineral
companies for available resources,  including,  but not limited to, professional
geologists, camp staff, helicopter or float planes, mineral exploration supplies
and drill rigs.

Employees
---------

     As of the  date of this  Annual  Report,  the  Company  does  not  have any
employees  other than its  officers  and the  officers  of its  subsidiary.  The
Company intends to retain  independent  geologists and consultants on a contract
basis to conduct the work programs on the mineral property.

Research and Development Expenditures
-------------------------------------

     The Company has not incurred any research or development expenditures since
its incorporation.

Subsidiaries
------------

     The  Company has one  subsidiary,  Grupo  Minero  Internacional  S.A.C.  (a
company organized under the laws of Peru), in which the Company acquired 100% of
the  issued  and  outstanding  shares of Grupo  pursuant  to a letter  agreement




<PAGE>


                                        9



entered into on May 7, 2004. All mineral claims and concessions, and exploration
activities in Peru are conducted through and by this subsidiary.

Patents and Trademarks
----------------------

     The Company does not own,  either legally or  beneficially,  any patents or
trademarks.

PRIOR BUSINESS OPERATIONS
-------------------------

     Anton Dist. Inc.
     ----------------

     The  Company's  business  plan was to further  develop and license a unique
marketing  product that would  produce a tourist  oriented city and regional map
for individual  cities and territories  throughout  North America.  This map was
designed to be a low-priced promotional item to be sold at cost or given away by
multi-outlet  concerns such as gasoline  retailers.  This map would give the end
user a detailed view of the city and environs as well as  highlighted  locations
of the  sponsor's  outlets.  The map would be offered on an  exclusive  basis to
several different non-competing industries.

     Licensing would be done on a city-by-city  basis with the Company receiving
a license fee and a royalty on sales.  Final  determination of the fees would be
made using population figures and tourist activities. In some cases cities would
be  subdivided  if that is  deemed  necessary.  New  York and Los  Angeles,  for
instance might produce a cost that would be prohibitive  without breaking up the
territory.  Marketing  assistance would be provided to the licensee and printing
would be handled  by one or more  printers  who would be able to  provide  lower
costs due to volume purchases.

     However,  during  the  development  stage  of this  product,  the  board of
directors  determined that changing market  conditions would no longer sustain a
profitable  business plan, and began reviewing  alternate business plans for the
Company.

ITEM 2.  DESCRIPTION OF PROPERTIES
----------------------------------

MINERAL PROPERTIES
------------------

     The Company has twenty-two  mineral claims and concessions  located in Peru
as described above under "Description of Business".

OFFICE LOCATION
---------------

     Except as described  above,  the Company does not own any other real estate
or other  properties.  The  Company's  executive  officers  are  located  at 409
Granville  St.,  Suite 1450,  Vancouver,  B.C.,  Canada,  V6C 1T2. The Company's
President,  Mr. Ian Brodie,  currently provides this office space to the Company
free of charge,  however, this space may not be available to the Company free of
charge in the future.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     Management  is not  aware  of any  legal  proceedings  contemplated  by any
governmental  authority  or  any  other  party  involving  the  Company  or  its
properties.  No  director,  officer or  affiliate  of the Company is (i) a party
adverse to the Company in any legal proceedings, or (ii) has an adverse interest




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                                       10



to the Company in any legal  proceedings.  Management  is not aware of any other
legal  proceedings  pending or that have been threatened  against the Company or
its properties.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     On April 19, 2004, the Company filed a Schedule 14C - Notice of Action by a
Majority of Shareholders,  whereby shareholders of the Company holding 3,634,155
shares of the 3,634,155  shares issued and outstanding  (100%)  consented to and
approved on March 30, 2004,  the following  action to be effective as of May 10,
2004:  (i) a forward  stock split on a basis of thirteen new shares for each old
share;  (ii)  changing  its name  from  Anton  Dist.  Inc.  to  "Andresmin  Gold
Corporation";  (iii)  ratifying the adoption of the Stock Option Plan adopted by
the Company's Board of Directors on March 30, 2004; (iv) electing Messrs. Len De
Melt,  Wayne D.  Johnstone and Lance Larsen to serve as directors of the Company
until the next annual  meeting of the  shareholders  or until  their  successors
shall have been elected and qualified; and (vi) ratifying the selection of Moore
Stephens Ellis Foster Ltd. as the independent  public accountant for the Company
for the fiscal year ending June 30, 2004.

     On May 10, 2004, the above  mentioned  actions became  effective.  For more
information  with  respect  to  the  corporate   actions  taken  above  and  the
Certificate of Amendment filed with the Montana  Secretary of State,  please see
the   Company's   definitive   14C   filing   on  the   EDGAR   data   base   at
http://www.sec.gov.
------------------

PART II
-------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------

MARKET INFORMATION
------------------

     The  Company's  common stock is traded on the OTC Bulletin  Board under the
symbol "ASGC".  The market for the Company's  common stock is limited,  volatile
and  sporadic.  The  following  table sets  forth the high and low sales  prices
relating to the  Company's  common  stock since the  Company's  common stock was
listed and posted for trading on the OTCBB on January 8, 2004.  These quotations
reflect inter-dealer prices without retail mark-up,  mark-down,  or commissions,
and may not reflect actual transactions.

                            FISCAL YEAR ENDED
                          ----------------------
                              June 30, 2004
                          ----------------------
                           HIGH BID    LOW BID
                          ----------------------

First Quarter                N/A         N/A
Second Quarter               N/A         N/A
Third Quarter               $9.00       $0.45
Fourth Quarter              $30.00      $10.50

HOLDERS
-------

     As of September 15, 2004, the Company had  approximately 69 shareholders of
record.




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                                       11



DIVIDENDS
---------

     No  dividends  have ever been  declared  by the Board of  Directors  of the
Company on its Common  Stock.  The  Company's  previous  losses do not currently
indicate  the  ability  to pay any  cash  dividends,  and the  Company  does not
indicate  the  intention  of paying cash  dividends  on its Common  Stock in the
foreseeable future.

FORWARD STOCK SPLIT
-------------------

     The Board of Directors of the Company and the shareholders  pursuant to the
Written   Consent,   authorized   and   approved  a  forward   stock   split  of
thirteen-for-one  of the Company's issued and outstanding shares of Common Stock
(the "Forward  Stock  Split").  The Forward Stock Split was  effectuated  by the
Board based on market  conditions.  The intent of the Forward  Stock Split is to
increase the marketability and liquidity of the Company's Common Stock.

     The Forward Stock Split was effected upon a  determination  by the Board of
Directors  that the Forward Stock Split is in the best  interests of the Company
and the  shareholders.  In the Board's  judgment  the Forward  Stock Split would
result in the greatest  marketability  and liquidity of the Common Stock,  based
upon prevailing market conditions,  the likely effect on the market price of the
Common Stock and other relevant factors.

     The Forward  Stock Split was  effectuated  on May 10, 2004 (the  "Effective
Date") upon filing the appropriate  documentation with NASDAQ. The Forward Stock
Split increased the Company's issued and outstanding shares of Common Stock from
3,634,155 to 47,244,015  shares of Common Stock.  The Common Stock will continue
to be $0.001 par value.

RECENT SALES OF UNREGISTERED SECURITIES AND CHANGES IN CONTROL OF THE COMPANY
-----------------------------------------------------------------------------

     On March 24, 2004,  the Company  sold 46,155  shares of common stock of the
Company in aggregate to TXL Investments Limited and Vicki Korzenowski at a price
US$6.50 per share for total proceeds to the Company of  $300,007.50.  We believe
that such issuances were exempt from registration under Regulation S promulgated
under the U.S. Securities Act of 1933, as amended, as the securities were issued
in an offshore transaction which was negotiated outside of the United States and
consummated outside of the United States.

     On June 24, 2004,  the Company  sold  333,333  units (each a "Unit") of the
Company  to Mr.  Shih-Hung  Chuang  at a price of  US$1.50  per  Unit for  total
proceeds to the Company of $500,000.  Each Unit  consists of one share of common
stock and one share  purchase  warrant  (each a  "Warrant"),  with each  Warrant
entitling the holder  thereof to purchase one  additional  share of common stock
(each a "Warrant  Share")  of the  Company's  capital  stock for a period of two
years from the date of issuance  of the  Warrant at a purchase  price of US$1.50
per Warrant Share. We believe that such issuances were exempt from  registration
under  Regulation  S  promulgated  under  the U.S.  Securities  Act of 1933,  as
amended,  as the  securities  were issued in an offshore  transaction  which was
negotiated  outside of the United States and  consummated  outside of the United
States.

     Pursuant to a stock purchase  agreement (the "Stock  Purchase  Agreement"),
dated  August 18,  2004,  between Mr. Ian Brodie,  the current  President of the
Company, and Mr. Kenneth Larsen, a former President and director of the Company,
Mr. Brodie  acquired  18,525,000  shares of common stock of the Company from Mr.




<PAGE>


                                       12



Larsen for consideration of $1,425.00  constituting  approximately 39.21% of the
Company's   outstanding   capital  stock.   However,   immediately   after  such
acquisition,  Mr.  Brodie  instructed  and  authorized  the  Company  to  cancel
15,000,000 of 18,525,000 shares that he acquired from Mr. Larsen. Therefore, Mr.
Brodie   currently  owns  3,525,000  shares  of  common  stock  of  the  Company
constituting approximately 10.93% of the Company's outstanding capital stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

     The  following  discussions  of the  results of  operations  and  financial
position  of the  Company  should  be read in  conjunction  with  the  financial
statements  and notes  pertaining  to them that  appear  elsewhere  in this Form
10-KSB.

PLAN OF OPERATION
-----------------

     The Company's plan of operations  for the twelve months  following the date
of this report is to complete the following  objectives  within the time periods
specified,  subject to our  obtaining  the funding  necessary  for the continued
exploration of the mineral property:

     1.   The  Company  plans to conduct  further  exploration  on the  property
          consisting of additional IP and ground magnetic survey. It anticipates
          that the cost of this  program  will be  approximately  $100,000.  The
          Company expects to commence this exploration program in the early fall
          of 2004 or  late  spring  of 2005  depending  on the  availability  of
          personnel and equipment.  This phase is expected to take approximately
          two months to complete.

     2.   If warranted by the results of the IP survey,  the Company  intends to
          commence a drilling  program of  approximately  10 holes  estimated to
          cost  $500,000.  The  Company  anticipates  that it will have to raise
          additional  funding in order to  conduct  this  program  and that this
          program  would be  conducted  during  the summer of 2005 and will take
          approximately six weeks to complete.

     3.   The  Company  anticipates  spending  approximately  $5,000 in  ongoing
          general  and  administrative  expenses  per month for the next  twelve
          months.  The  general  and  administrative  expenses  for the year are
          expected to consist  primarily of professional  fees for the audit and
          legal work relating to the Company's regulatory filings throughout the
          year, as well as transfer agent fees and general office expenses.

     As at June 30, 2004, the Company had cash reserves of $224,375.

     The  Company's  completion  of the work  program is subject to it obtaining
adequate  financing as these  expenditures  are expected to exceed the Company's
cash reserves.  During the 12-month period following the date of this statement,
the Company does not anticipate generating any revenues. The Company anticipates
that additional funding will be in the form of equity financing from the sale of
our common stock.  However, the Company does not have any financing arranged and
it cannot  provide  investors  with any assurance  that it will be able to raise
sufficient  funding  from the sale of its common  stock to fund the  exploration
program.  In the absence of such  financing,  the  Company's  business plan will
fail.




<PAGE>


                                       13



     The Company may  consider  entering  into a joint  venture  partnership  to
provide  the  required  funding to develop the  mineral  claims.  If the Company
enters  into a joint  venture  arrangement,  it would  likely  have to  assign a
percentage of its interest in the property to the joint venture partner.

     Based on the nature of the Company's  business,  it  anticipates  incurring
operating losses in the foreseeable  future. The Company bases this expectation,
in part, on the fact that very few mineral  properties in the exploration  stage
ultimately  develop into  producing,  profitable  mines.  The  Company's  future
financial  results are also uncertain due to a number of factors,  some of which
are outside the Company's  control.  These factors include,  but are not limited
to:

-    the Company's ability to raise additional funding

-    the market for minerals such as copper and gold

-    results of the  Company's  proposed  exploration  programs  on the  mineral
     property

-    the Company's ability to find joint venture partners for the development of
     its property interests

     If the Company is successful in  completing an equity  financing,  existing
shareholders will experience  dilution of their interest in the Company.  In the
event  the  Company  is not  successful  in  raising  additional  financing,  it
anticipates  that it will not be able to proceed with its business plan. In such
a case, the Company may decide to discontinue its current business plan and seek
other business  opportunities in the resource sector.  Any business  opportunity
would  require  the  Copmany's  management  to  perform  diligence  on  possible
acquisition of additional resource  properties.  Such due diligence would likely
include  purchase  investigation  costs such as professional  fees by consulting
geologists,  preparation  of geological  reports on the  properties,  conducting
title  searches and travel costs for site visits.  It is  anticipated  that such
costs will not be sufficient to acquire any  resources  property and  additional
funds will be required to close any  possible  acquisition.  During this period,
the Company  will need to maintain its  periodic  filings  with the  appropriate
regulatory  authorities and will incur legal and accounting  costs. In the event
no  other  such  opportunities  are  available  and  the  Company  cannot  raise
additional  capital  to  sustain  minimum  operations,   it  may  be  forced  to
discontinue  business  operations.  The  Company  does  not  have  any  specific
alternative  business  opportunities  in mind and has not  planned  for any such
contingency.

     Due to the  Company's  lack of operating  history and present  inability to
generate  revenues,  its auditors have stated their opinion that there currently
exists substantial doubt about its ability to continue as a going concern.

     If the Company finds  sufficient  evidence that  warrants  further  mineral
exploration, it would likely conduct drilling on the mineral claims to determine
if mineralization zones exist. If the Company decides to conduct drilling on the
mineral claims, it will require additional  funding.  The cost of such a program
cannot be  determined  until  results  from the first phase of  exploration  are
completed.  However,  the  Company  estimates  that  such a  program  will  cost
approximately $500,000.




<PAGE>


                                       14



     The Company  anticipates  that  additional  funding  will be in the form of
equity financing from the sale of its common stock.  However, the Company cannot
provide  investors with any assurance  that it will be able to raise  sufficient
funding  from  the  sale of its  common  stock  to  fund  additional  phases  of
exploration. The Company believes that debt financing will not be an alternative
for funding  additional  phases of  exploration.  The Company  does not have any
arrangements in place for any future equity financing.

Results of Operations
---------------------

     The Company has had no  operating  revenues  since its  inception on May 6,
1991 through to the year ended June 30, 2004. Its activities  have been financed
from the proceeds of share  subscriptions.  From June 30, 2003 to June 30, 2004,
the Company raised a total of $799,407 from private offerings of its securities.
For the period from June 30, 2003 to the year ended June 30,  2004,  the Company
incurred   operating  costs  of  $302,421.   These  amounts  include  $7,695  in
professional and filing fees for the period.  In addition,  the Company incurred
equipment acquisition costs and acquisition costs related to the purchase of and
investment in mineral properties of $273,211.

Liquidity and Capital Resources
-------------------------------

     At June 30,  2004,  the Company  had cash on hand of  $224,375  and working
capital of $224,375.

     The Company has funded its business to date from sales of its common stock.
Gross  proceeds  from the sale of its common  shares during the period from June
30, 2003, through to the year ended June 30, 2004,  totaled $799,407.  Cash used
in  operating  activities  was $271,770 for the period from June 30, 2003 to the
year ended June 30, 2004,  which  reflects  the costs of acquiring  Grupo Minero
Internacional S.A.C. and the costs of the Company's operations.

     There are no  assurances  that the Company will be able to achieve  further
sales of its common  stock or any other  form of  additional  financing.  If the
Company is unable to achieve the  financing  necessary  to continue  its plan of
operations,  then it will not be able to continue its exploration of the mineral
claims and the Company's venture will fail.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

     As of the  date of this  Annual  Report,  the  Company  does  not  have any
off-balance  sheet  arrangements  that  have  or are  reasonably  like to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee  contract,  derivative  instrument or variable  interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

AUDIT COMMITTEE
---------------

     As of the date of this Annual Report, the Company has not appointed members
to an audit committee.  As of the date of this Annual Report, no audit committee




<PAGE>


                                       15



exists.  Therefore,  the role of an audit  committee  has been  conducted by the
Board of Directors of the Company.

     The Company intends to establish an audit committee. When established,  the
audit committee will be comprised of at least two  disinterested  members.  When
established,  the audit  committee's  primary function will be to provide advice
with  respect  to the  Company's  financial  matters  and to assist the Board of
Directors  in  fulfilling  its  oversight  responsibilities  regarding  finance,
accounting,  tax and legal compliance.  The audit committee's primary duties and
responsibilities  will be: (i) to serve as an independent and objective party to
monitor the Company's  financial  reporting process and internal control system;
(ii) to review  and  appraise  the audit  efforts of the  Company's  independent
accountants;  (iii) to evaluate the Company's quarterly financial performance as
well as its compliance with laws and regulations;  (iv) to oversee  management's
establishment and enforcement of financial policies and business practices;  and
(v)  to  provide  an  open  avenue  of   communication   among  the  independent
accountants, management and the Board of Directors.

     The  Board of  Directors  has  considered  whether  the  provision  of such
non-audit   services  would  be  compatible   with   maintaining  the  principal
independent accountant's independence. The Board of Directors considered whether
the Company's principal  independent  accountant was independent,  and concluded
that the auditor for the fiscal year ended December 31, 2002 was independent.

ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

     The information required under Item 310(a) of Regulation S-B is included in
this report as set forth in the "Index to Financial Statement".

     Index to Financial Statements
     -----------------------------

     Report of Independent Public Accountants dated September 17, 2004
     Consolidated Balance Sheets
     Consolidated Statements of Stockholders' Equity (Deficiency)
     Consolidated Statements of Operations
     Consolidated Statements of Cash Flows
     Notes to Consolidated Financial Statements



<PAGE>


                                       F-1















                           ANDRESMIN GOLD CORPORATION
                           --------------------------
                           (FORMERLY ANTON DIST. INC.)
                           ---------------------------
                           AND SUBSIDIARY
                           --------------
                           (An exploration stage enterprise)

                           Consolidated Financial Statements
                           June 30, 2004 and 2003
                           (Expressed in U.S. Dollars)
                            -------------------------








                           Index
                           -----
                           Report of Independent Registered Public
                           Accounting Firm                                 F-2

                           Consolidated Balance Sheets                     F-3

                           Consolidated Statements of Stockholders'
                           Equity (Deficiency)                             F-4

                           Consolidated Statements of Operations           F-6

                           Consolidated Statements of Cash Flows           F-7

                           Notes to Consolidated Financial Statements      F-8


<PAGE>


                                       F-2



M O O R E   S T E P H E N S
---------------------------
E L L I S   F O S T E R   L T D .
---------------------------------
     CHARTERED ACCOUNTANTS


1650 West 1st Avenue
Vancouver, BC Canada V6J 1G1
Telephone: (604) 734-1112  Facsimile: (604) 714-5916
E-Mail: generaldelivery@ellisfoster.com
        -------------------------------
--------------------------------------------------------------------------------


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors and Stockholders
------------------------------------------

ANDRESMIN  GOLD  CORPORATION  (formerly  Anton Dist.  Inc.) AND  SUBSIDIARY  (An
---------------------------------------------------------------------------
exploration stage enterprise)

We have audited the  consolidated  balance sheet of Andresmin  Gold  Corporation
                                                    ----------------------------
(formerly Anton Dist. Inc.) and subsidiary ("the Company") (an exploration stage
------------------------------------------
enterprise)  as at June  30,  2004 and the  related  consolidated  statement  of
stockholders' equity (deficiency),  operations and cash flows for the cumulative
period from May 6, 1991  (inception)  to June 30, 2004,  and the year ended June
30, 2004.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. The Company's financial statements for the period
from  inception  (May 6,  1991)  through  June 30,  2003 were  audited  by other
auditors whose report,  dated October 9, 2003,  expressed an unqualified opinion
on those statements. The financial statements for the period from inception (May
6, 1991)  through  June 30,  2003  reflect a net loss of $15,250 of the  related
total.  The other  auditors'  report  has been  furnished  to us and our  report
insofar as it relates to the amounts  included for such period,  is based solely
on the report of such other auditor.

We conducted our audit in accordance with standards of Public Company Accounting
Oversight  Board  (United  States).  Those  standards  require  that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  based on our audit and the report of the other  auditor,  these
consolidated  financial statements present fairly, in all material respects, the
financial  position of the Andresmin Gold  Corporation and subsidiary as at June
30, 2004 and the results of its operations and its cash flows for the cumulative
period from May 6, 1991  (inception)  to June 30, 2004,  and the year ended June
30, 2004, in conformity  with generally  accepted  accounting  principles in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company has not  generated any revenue
from operations.  This condition raises  substantial  doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also described in Note 1. The consolidated  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


Vancouver, Canada                            "MOORE STEPHENS ELLIS FOSTER LTD."
September 17, 2004                                       Chartered Accountants


--------------------------------------------------------------------------------
MS   An independently owned and operated member of Moore Stephens North America,
     Inc. Members in principal cities throughout North America
     Moore  Stephens  North  America,   Inc.  is  a  member  of  Moore  Stephens
     International Limited, members in principal cities throughout the world.


<PAGE>


                                       F-3



<TABLE>
<CAPTION>
ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Consolidated Balance Sheets
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================================

                                                                        2004                2003
------------------------------------------------------------------------------------------------

ASSETS

<S>                                                         <C>                 <C>
Current assets
  Cash and cash equivalents                                 $       224,375     $             -
  Taxes recoverable                                                  23,607                   -
  Prepaid expenses                                                   15,221                   -
------------------------------------------------------------------------------------------------

Total current assets                                                263,203                   -

Equipment (note 3)                                                   10,111                   -

Mineral property interests (note 4)                                 263,100                   -
------------------------------------------------------------------------------------------------

Total assets                                                $       536,414     $             -
================================================================================================

LIABILITIES

Current liabilities
  Accounts payable and accrued liabilities                  $        12,352     $         4,175
------------------------------------------------------------------------------------------------

Total liabilities                                                    12,352               4,175
------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Share capital (note 5)
  Authorized:
    100,000,000 common shares, par value $0.001
     10,000,000 preferred shares, par value $0.001
  Issued:
     47,244,015 (2003 - 46,644,000) common shares                    47,244              46,644

Additional paid-in capital                                          263,838             (35,569)

Share subscriptions received in advance                             500,000                   -

Accumulated (deficit) during the exploration stage                 (287,020)            (15,250)
------------------------------------------------------------------------------------------------

Stockholders' equity (deficiency)                                   524,062              (4,175)
------------------------------------------------------------------------------------------------

Total liabilities and stockholders' equity (deficiency)     $       536,414     $             -
================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements


Approved by the Directors:     "Ian Brodie"               "Robert Weicker"
                             --------------------     ------------------------
                                Ian Brodie                 Robert Weicker


<PAGE>


                                       F-4



<TABLE>
<CAPTION>
ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency)                                                     Page 1 of 2
(Expressed in U.S. Dollars)
 -------------------------
============================================================================================================================


                                             Common Stock            Additional                     Preferred
                                      ---------------------------       paid-in      Preferred          Stock          Share
                                            Shares     Par Amount       capital          Stock         Amount  Subscriptions
----------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>            <C>            <C>           <C>            <C>            <C>
Shares issued for cash, May 6, 1991    52,000,000    $    52,000    $  (51,975)   $         -    $         -    $         -

Net loss                                        -              -             -              -              -              -
----------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 1999 and 2000        52,000,000         52,000       (51,975)             -              -              -

Shares issued for cash                 13,624,000         13,624        (3,574)             -              -              -

Shares issued for services                520,000            520           480              -              -              -

Net loss                                        -              -             -              -              -              -
----------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2001                 66,144,000    $    66,144    $  (55,069)   $         -    $         -    $         -
============================================================================================================================


<CAPTION>
(con't)
=================================================================
                                         (Deficit)
                                       accumulated          Total
                                            during  stockholders'
                                       exploration         equity
                                             stage   (deficiency)
-----------------------------------------------------------------

<S>                                   <C>            <C>
Shares issued for cash, May 6, 1991   $         -    $        25

Net loss                                      (25)           (25)
-----------------------------------------------------------------

Balance, June 30, 1999 and 2000               (25)             -

Shares issued for cash                          -         10,050

Shares issued for services                      -          1,000

Net loss                                  (11,995)       (11,995)
-----------------------------------------------------------------

Balance, June 30, 2001                $   (12,020)   $      (945)
=================================================================


The accompanying notes are an integral part of these financial statements


<PAGE>


                                       F-5



<CAPTION>
ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency)                                                     Page 2 of 2
(Expressed in U.S. Dollars)
 -------------------------
============================================================================================================================


                                             Common Stock            Additional                     Preferred
                                      ---------------------------       paid-in      Preferred          Stock          Share
                                            Shares     Par Amount       capital          Stock         Amount  Subscriptions
----------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>            <C>            <C>           <C>            <C>            <C>
Balance, June 30, 2001                 66,144,000    $    66,144    $  (55,069)   $         -    $         -    $         -

Shares cancelled                      (19,500,000)       (19,500)       19,500              -              -              -

Net loss                                        -              -             -              -              -              -
----------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2002                 46,644,000         46,644       (35,569)             -              -              -

Net loss                                        -              -             -              -              -              -
----------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2003                 46,644,000         46,644       (35,569)             -              -              -

Shares issued for cash                    600,015            600       299,407              -              -              -

Proceeds received from share
  subscriptions for 333,333 units
  (note 8(a))                                   -              -             -              -        500,000              -

Net loss                                        -              -             -              -              -              -
----------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2004                 47,244,015    $    47,244    $  263,838    $         -    $   500,000    $         -
============================================================================================================================


<CAPTION>
(con't)
=================================================================
                                         (Deficit)
                                       accumulated          Total
                                            during  stockholders'
                                       exploration         equity
                                             stage   (deficiency)
-----------------------------------------------------------------

<S>                                   <C>            <C>
Balance, June 30, 2001                $   (12,020)   $      (945)

Shares cancelled                                -              -

Net loss                                   (1,830)        (1,830)
-----------------------------------------------------------------

Balance, June 30, 2002                    (13,850)        (2,775)

Net loss                                   (1,400)        (1,400)
-----------------------------------------------------------------

Balance, June 30, 2003                    (15,250)        (4,175)

Shares issued for cash                          -        300,007

Proceeds received from share
  subscriptions for 333,333 units
  (note 8(a))                                   -        500,000

Net loss                                 (271,770)      (271,770)
-----------------------------------------------------------------

Balance, June 30, 2004                $  (287,020)   $   524,062
=================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements


<PAGE>


                                       F-6



<TABLE>
<CAPTION>
ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Consolidated Statements of Operations
(Expressed in U.S. Dollars)
 -------------------------
===========================================================================================================

                                                    Cumulative from
                                                        May 6, 1991                Year                Year
                                                     (inception) to               ended               ended
                                                           June 30,            June 30,            June 30,
                                                               2004                2004                2003
-----------------------------------------------------------------------------------------------------------

<S>                                                <C>                 <C>                 <C>
General and administrative expenses
  Advertising and promotion                        $        11,972     $        11,972     $             -
  Bank charges and exchange loss                             3,031               2,737                   -
  Consulting fees                                           33,100              33,100                   -
  Filing fees                                                1,919               1,919                   -
  Office and general                                         2,762               2,432                 180
  Professional fees                                         20,402               5,776               1,220
  Travel                                                    18,479              18,479                   -
-----------------------------------------------------------------------------------------------------------

                                                            91,665              76,415               1,400

Other item
  Property exploration and investigation costs             195,355             195,355                   -
-----------------------------------------------------------------------------------------------------------

Net (loss) for the period                          $      (287,020)    $      (271,770)    $        (1,400)
===========================================================================================================

(Loss) per share - basic and diluted                                   $          0.00     $          0.00
===========================================================================================================

Weighted average common
  shares outstanding - basic and diluted                                    46,816,135          46,644,000
===========================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements


<PAGE>


                                       F-7




<TABLE>
<CAPTION>
ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
 -------------------------
===========================================================================================================

                                                    Cumulative from
                                                        May 6, 1991                Year                Year
                                                     (inception) to               ended               ended
                                                           June 30,            June 30,            June 30,
                                                               2004                2004                2003
-----------------------------------------------------------------------------------------------------------

<S>                                                <C>                 <C>                 <C>
Cash flows from (used in)
  operating activities
    Net (loss) for the period                      $      (287,020)    $      (271,770)    $        (1,400)

    Changes in other assets and liabilities
      Increase in accounts payable and
        accrued liabilities                                 12,352               8,177               1,388
      Increase in taxes recoverable                        (23,607)            (23,607)                  -
      Increase in prepaid expenses                         (15,221)            (15,221)                  -
-----------------------------------------------------------------------------------------------------------

Net cash used in operating activities                     (313,496)           (302,421)                (12)
-----------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Funds received through the issuance of
    share capital                                          311,082             300,007                   -
  Share subscriptions received in advance                  500,000             500,000                   -
-----------------------------------------------------------------------------------------------------------

Total cash provided by financing activities                811,082             800,007                   -
-----------------------------------------------------------------------------------------------------------

Cash flows used in investing activities
  Purchases of equipment                                   (10,111)            (10,111)                  -
  Purchase of mineral property investment                 (263,100)           (263,100)                  -
-----------------------------------------------------------------------------------------------------------

Total cash used in investing activities                   (273,211)           (273,211)                  -
-----------------------------------------------------------------------------------------------------------

Net increase (decrease) in
  cash and cash equivalents                                224,375             224,375                 (12)

Cash and cash equivalents,
  beginning of period                                            -                   -                  12
-----------------------------------------------------------------------------------------------------------

Cash and cash equivalents,
  end of period                                    $       224,375     $       224,375     $             -
===========================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements


<PAGE>


                                       F-8



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


1.   Nature of Business and Continuance of Operations
-----------------------------------------------------

     Andresmin Gold  Corporation  ("Andresmin")  (formerly Anton Dist. Inc.) was
     incorporated under the laws of the State of Montana on May 6, 1991.

     On  April  29,  2004,  Andresmin  acquired  100% of the  total  issued  and
     outstanding shares of Grupo Minero  Internacional  S.A.C. a private company
     organized under the laws of Peru (note 6).

     These  consolidated  financial  statements have been prepared in accordance
     with  generally  accepted  accounting  principles  applicable  to  a  going
     concern,  which contemplates the realization of assets and the satisfaction
     of  liabilities  and  commitments  in the normal  course of  business.  The
     Company has not  generated  any revenue and  requires  additional  funds to
     maintain  its  operations.  Management's  plans in this regard are to raise
     equity financing as required.

     These conditions  raise  substantial  doubt about the Company's  ability to
     continue as a going concern. These consolidated financial statements do not
     include any adjustments that might result from this uncertainty.


2.   Significant Accounting Policies
------------------------------------

     The financial statements of Andresmin have been prepared in accordance with
     accounting  principles  generally  accepted in the United States of America
     within  reasonable  limits of  materiality  and within the framework of the
     significant accounting policies summarized below.

     (a)  Consolidation

          These  consolidated  financial  statements include the accounts of the
          Company and its wholly-owned  subsidiary,  Grupo Minero  International
          S.A.C.  ("Grupo").  All  inter-company  transactions and balances have
          been eliminated.

     (b)  Accounting Estimates

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




<PAGE>


                                       F-9



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


2.   Significant Accounting Policies (continued)
------------------------------------------------

     (c)  Cash Equivalents

          Cash  equivalents  comprise  certain highly liquid  instruments with a
          maturity of three months or less when purchased.  As at June 30, 2004,
          cash and cash equivalents consist of cash only.

     (d)  Equipment

          Equipment is recorded at cost. The Company  provides for  depreciation
          at the following annual rate:

               Computer equipment                30% declining balance

          One-half of normal depreciation is taken in the year of acquisition.

     (e)  Mineral Properties and Exploration Expenses

          The mineral property acquisition costs are capitalized.

          Exploration  and  development  costs  are  charged  to  operations  as
          incurred  until such time that proven or  probable  ore  reserves  are
          determined.  At  such  time  that  proven  or  probable  reserves  are
          established,  the Company will capitalize all costs to the extent that
          future  cash  flow  from ore  reserves  equals  or  exceeds  the costs
          deferred.  The deferred costs will be amortized  over the  recoverable
          reserves when a property reaches commercial production. As at June 30,
          2004, the Company did not have proven or probable reserve.

     (f)  Assets Retirement Obligations

          The Company has adopted SFAS No. 143,  Accounting for Asset Retirement
          Obligations  which  requires that the fair value of a liability for an
          asset retirement obligation be recognized in the period in which it is
          incurred.  SFAS No. 143 requires to record a liability for the present
          value of the  estimated  site  restoration  costs  with  corresponding
          increase to the carrying amount of the related  long-lived  asset. The
          liability will be accreted and the asset will be depreciated  over the
          life of the related assets. Adjustments for changes resulting from the
          passage  of time and  changes  to either  the  timing or amount of the
          original  present value estimate  underlying  the  obligation  will be
          made.  As at June 30,  2004 and 2003,  the  Company  does not have any
          asset retirement obligations.

          Cost associated with environmental  remediation obligation are accrued
          at the most likely  estimate  when it is probable that such costs will
          be incurred and they can be reasonably estimated.



<PAGE>


                                      F-10



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


2.   Significant Accounting Policies (continued)
------------------------------------------------

     (g)  Stock-Based Compensation

          The Company has adopted the disclosure-only provisions of Statement of
          Financial  Accounting  Standards  ("SFAS")  No.  123,  Accounting  for
          Stock-based  Compensation;  As amended by SFAS No. 148, Accounting for
          Stock-Based  Compensation  - Transition  and disclosure - Amendment of
          SFAS No. 123. SFAS No. 123 encourages, but does not require, companies
          to adopt a fair value based method for determining  expense related to
          employees' stock-based compensation.  The Company continues to account
          for stock-based  compensation  issued to employees and directors using
          the intrinsic value method as prescribed under  Accounting  Principles
          Board (`APB") Opinion No. 25, Accounting for Stock Issued to Employees
          and related interpretations.

     (h)  Advertising Expenses

          The Company  expenses  advertising  costs as  incurred.  There were no
          advertising  expenses incurred by the Company for the years ended June
          30, 2004 and 2003.

     (i)  Foreign Currency Transactions

          The Company maintains its accounting records in U.S. dollars.

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at that  date.  At the period  end,  monetary  assets and  liabilities
          denominated in foreign currency are re-evaluated  into U.S. dollars by
          using the exchange rate in effect at that date. The resulting  foreign
          exchange gains and losses are included in operations.

     (j)  Fair Value of Financial Instruments and Concentration of Risks

          The carrying value of cash and cash equivalents,  accounts payable and
          accrued  liabilities  approximate  their  fair  value  because  of the
          short-term maturity of these instruments.  The Company places its cash
          and cash equivalents with high credit quality financial  institutions.
          As at June 30, 2004 and 2003,  the balance  placed in these  financial
          institutions  did not exceed the insured  limit.  Management is of the
          opinion  that the Company is not exposed to  significant  interest and
          currency risks arising from these financial instruments.



<PAGE>


                                      F-11



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


2.   Significant Accounting Policies (continued)
------------------------------------------------

     (k)  Long-Lived Assets Impairment

          Long-term  assets of the Company are reviewed for impairment  whenever
          events or  circumstances  indicate that the carrying  amount of assets
          may not be recoverable,  pursuant to guidance  established in SFAS No.
          144,  Accounting for the impairment or disposal of long-lived  assets.
          Management  considers  assets to be  impaired  if the  carrying  value
          exceeds  the  future  projected  cash flows  from  related  operations
          (undiscounted and without interest  charges).  If impairment is deemed
          to exist, the assets will be written down to fair value. Fair value is
          generally determined using a discounted cash flow analysis.

     (l)  Income Taxes

          The Company has adopted  Statement of Financial  Accounting  Standards
          No. 109 (SFAS 109),  Accounting  for Income Taxes,  which requires the
          Company  to  recognize  deferred  tax  liabilities  and assets for the
          expected  future tax  consequences of events that have been recognized
          in the  Company's  consolidated  financial  statements  or tax returns
          using  the  liability   method.   Under  this  method,   deferred  tax
          liabilities   and  assets  are  determined   based  on  the  temporary
          differences  between the  financial  statement and tax bases of assets
          and  liabilities  using  enacted  tax  rates in effect in the years in
          which the differences are expected to reverse.

     (m)  Accounting for Derivative Instruments and Hedging Activities

          The Financial  Accounting Standards Board ("FASB") issued SFAS No. 133
          Accounting for Derivative Instruments and Hedging Activities. SFAS No.
          133  requires  companies  to recognize  all  derivatives  contracts as
          either assets or  liabilities in the balance sheet and to measure them
          at fair value.  If certain  conditions  are met, a  derivative  may be
          specifically designated as a hedge, the objective of which is to match
          the timing of gain or loss recognition on the hedging  derivative with
          the  recognition  of (i) the  changes  in the fair value of the hedged
          asset or liability  that are  attributable  to the hedged risk or (ii)
          the designated as a hedging instrument, the gain or loss is recognized
          in income in the period of change.

          Historically,  the Company has not entered into  derivative  contracts
          either  to hedge  existing  risks  or for  speculative  purposes.  The
          adoption of this  statement  does not have an impact on the  Company's
          consolidated financial statements.



<PAGE>


                                      F-12



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


2.   Significant Accounting Policies (continued)
------------------------------------------------

     (n)  Loss Per Share

          Basic earnings (loss) per share is computed using the weighted average
          number of shares outstanding during the year. The Company adopted SFAS
          No. 128  Earnings  Per Share.  Diluted  loss per share is equal to the
          basic  loss per share for the years  ended  June 30,  2004 and 2003 as
          there were no outstanding common stock equivalents.

     (o)  Comprehensive Income

          The Company  adopted  SFAS No. 130,  Reporting  Comprehensive  Income,
          which establishes standards for reporting and display of comprehensive
          income,  its  components  and  accumulated  balances.  The  Company is
          disclosing  this   information  on  its   Consolidated   Statement  of
          Stockholders'  Equity.  Comprehensive  income  comprises equity except
          those  resulting  from  investments  by owners  and  distributions  to
          owners.  The Company has no elements of "other  comprehensive  income"
          for the years ended June 30, 2004 and 2003.

     (p)  New Accounting Pronouncements

          In December 2003, the FASB issued SFAS No. 132(R),  a revision to SFAS
          No.   132,   "Employers'   Disclosure   about   Pensions   and   Other
          Postretirement   Benefits.   SFAS  No.  132(R)   requires   additional
          disclosures about the assets, obligations, cash flows and net periodic
          benefit  cost of  defined  benefit  pension  plans and  other  defined
          benefit  postretirement  plans.  SFAS  No.  132(R)  is  effective  for
          financial statements with fiscal years ending after December 15, 2003,
          with the exception of disclosure requirements related to foreign plans
          and estimated  future benefit  payments which are effective for fiscal
          years ending after June 15, 2004. The adoption of SFAS 132(R) does not
          have an impact on the  Company's  financial  position  or  results  of
          operations.

          In  December  2003,  the  American   Institute  of  Certified   Public
          Accountants and Securities and Exchange  Commission  ("SEC") expressed
          the opinion that rate-lock  commitments represent written put options,
          and therefore be valued as a liability.  The SEC  expressed  that they
          expect  registrants to disclose the effect on the financial  statement
          of recognizing the rate-lock  commitments as written put options,  for
          quarters  commencing  after  March  15,  2004.  Additionally,  the SEC
          recently issued Staff  Accounting  Bulletin (SAB) No. 105. SAB No. 105
          clarifies  the SEC's  position  that the  inclusion of cash flows from
          servicing or ancillary  income in the  determination of the fair value
          of interest rate lock commitments is not  appropriate.  SAB No. 105 is
          effective for loan commitments entered into on or after April 1, 2004.
          The  adoption of SAB No. 105 does not have an impact on the  Company's
          consolidated financial statements.



<PAGE>


                                      F-13



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


3.   Equipment
--------------

     Equipment is comprised of the following:

<TABLE>
<CAPTION>
                                         2004                                 2003
                         --------------------------------------------  ---------------
                              Cost      Accumulated    Net Book Value   Net Book Value
                                       Depreciation
     ------------------  ----------  ---------------  ---------------  ---------------

<S>                      <C>                  <C>          <C>                  <C>
     Computer equipment  $  10,111            $   -        $  10,111            $   -
     ==================  ==========  ===============  ===============  ===============
</TABLE>

     No depreciation was claimed in the current period.


4.   Mineral Property Interests
-------------------------------

     Pursuant to an agreement  dated February 17, 2004,  the Company  acquired a
     100%  undivided  interest in eight  mining  concessions,  four of which are
     located in Chumbivilcas  County,  District of Livitaca,  Peru, known as the
     Winicocha  project,  and four located in Huaraz  County,  District of Pira,
     Peru, known as the Huarangayoc/Pira project.

     Consideration included the cash payment of $230,000 and the granting of a 2
     1/2% Net Smelter Royalty on the properties.

     The Company also acquired fourteen  additional  concessions  located in the
     districts of Livitaca (7), Azangaro,  Santiago de Pupuja, Tisco,  Tirapata,
     Caraveli, Espinar and Asillo.

     The total costs  associated  with the  acquiring of these  concessions  was
     $33,100.


5.   Share Capital
------------------

     (a)  Stock Splits

          During the fiscal  years 2000,  2002 and 2004 the  Company's  board of
          directors authorized stock splits of 20:1, 8:1 and 13:1, respectively.

          All references in the accompanying  financial statements to the number
          of common shares  outstanding and per share amounts have been restated
          to reflect the stock splits.

     (b)  Incentive Stock Options and Share Purchase Warrants

          As at June 30, 2004,  there were no incentive  stock options nor share
          purchase warrants outstanding.



<PAGE>


                                      F-14



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


6.   Acquisition of Subsidiary
------------------------------

          On April 29, 2004,  Andresmin  acquired all of the outstanding  common
          shares  of  Grupo  Minero  Internacional  S.A.C.,  a  private  company
          organized  in  Peru.  The  total  purchase  price  was  $230,000.  The
          acquisition  was accounted for using the purchase method of accounting
          and  accordingly,  the purchase  price was allocated to the net assets
          acquired  on  the  basis  of  their  respective  fair  values  on  the
          acquisition date. The allocation is as follows:

               Mineral property interest                $  230,000
                                                        ===========


7.   Stock Option Plan
----------------------

     The Board of  Directors  (the  "Board")  approved a stock  option plan (the
     "Plan")  on March 20,  2004.  Under  the  Plan,  the Board may grant to key
     personnel of the Company to receive one or more incentive  stock options to
     purchase common shares of the Company  allotted by the Board. The recipient
     must meet certain eligibility criteria in order to receive the options. The
     number of shares  reserved for any one individual may not exceed 10% of the
     issued and outstanding share capital of the Company.

     The Plan is to be administered by the Board and shall terminate at midnight
     on March 30, 2024.

     As at June 30, 2004, the Company has not granted any stock options.


8.   Related Party Transaction
------------------------------

     The aggregate amount of expenditures made to parties not at arm's length to
     the Company and not disclosed elsewhere are as follows:

     o    The  mineral  property  comprising  of eight  mining  concessions,  as
          described in note 4, was acquired from a director of the Company.



<PAGE>


                                      F-15



ANDRESMIN GOLD CORPORATION
--------------------------
(FORMERLY ANTON DIST. INC.) AND SUBSIDIARY
------------------------------------------
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
June 30, 2004 and 2003
(Expressed in U.S. Dollars)
 -------------------------
================================================================================


9.   Subsequent Events
----------------------

     Subsequent  to June 30,  2004,  the  Company  entered  into  the  following
     transactions:

     (a)  The Company  offered  for sale  through a non-U.S.  private  placement
          333,333  units at a price  of  $1.50  per  unit.  Each  unit was to be
          comprised of one common share and one non-transferable  share purchase
          warrant entitling the holder to acquire one additional common share at
          a price of $1.50 for a period of two years commencing upon the date of
          issuance of the within units by the Board.

     (b)  The Company has entered into a lease  agreement  for office  premises.
          The lease is for a two year  term,  ending  July  2006,  and  requires
          monthly payments of $1,112.

     (c)  The  Company  advanced  $40,000  by way of two  promissory  notes to a
          director of the Company.  The notes are  non-recourse and repayable on
          demand. In exchange for advancing the funds, the Company has secured a
          right of first  refusal  on any  property  or  project,  secured by or
          optioned by the director or his associated company, located in Peru.

     (d)  The Company agreed to cancel  15,000,000 shares previously issued with
          such shares being returned to treasury.




<PAGE>


                                       16



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

     On May 11, 2004, the Company dismissed Janet Loss, C.P.A.,  P.C., Certified
Public Accountant ("Janet Loss") as the principal independent  accountant of the
Company. The Board of Directors of the Company authorized the dismissal of Janet
Loss on May 11, 2004.

     During  the  Company's  two most  recent  fiscal  years and any  subsequent
interim   period   preceding  the  dismissal  of  Janet  Loss,   there  were  no
disagreements  with Janet Loss which were not resolved on any matter  concerning
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
Janet Loss would have caused Janet Loss to make  reference to the subject matter
of the disagreements in connection with its reports. Janet Loss as the Company's
principal  independent  accountant,  did  not  provide  an  adverse  opinion  or
disclaimer  of opinion to the  Company's  financial  statements,  nor modify its
opinion as to uncertainty, audit scope or accounting principles.

     On March 30,  2004,  the board of  directors  of the Company  approved  and
authorized  the  engagement  of Moore  Stephens  Ellis  Foster  Ltd.,  Chartered
Accountants,  of 1650 West 1st Ave.,  Vancouver,  B.C.,  Canada, V6J 1G1, as the
principal independent accountant for the Company. In addition, effective May 10,
2004  by  action  of  a  majority  of  the  shareholders  of  the  Company,  the
shareholders  approved and ratified the selection of Moore Stephens Ellis Foster
Ltd. as the independent  public  accountants for the Company for the fiscal year
ending June 30, 2004.

     The Company's  principal  independent  accountant  from May 11, 2004 to the
current date is Moore Stephens Ellis Foster Ltd.

Item 8A.  CONTROLS AND PROCEDURES
---------------------------------

     The Company,  under the  supervision  of the  President,  has  conducted an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure controls and procedures within ninety (90) days of the filing date of
this  Annual  Report.  Based upon the  results of this  evaluation,  the Company
believes that they  maintain  proper  procedures  for  gathering,  analyzing and
disclosing all  information in a timely fashion that is required to be disclosed
in its reports under the Securities Exchange Act of 1934, as amended. There have
been  no  significant  changes  in  the  Company's  controls  subsequent  to the
evaluation date.

     There were no significant  changes in the Company's  internal control or in
other factors that could  significantly  affect the Company's  internal controls
subsequent to the evaluation date.



<PAGE>


                                       17



Item 8B.  OTHER INFORMATION
---------------------------

     The  Company  inadvertently  did not  report on a Form 8-K the  information
about the change in the principal  independent  accountant  for the Company from
Janet Loss, C.P.A., P.C. to Moore Stephens Ellis Foster Ltd., which is discussed
in Item 8  "Change  in and  Disagreement  with  Accountants  on  Accounting  and
Financial Disclosure", hereinabove.

PART III
--------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------

     As of the date of this Annual  Report,  the  directors  and officers of the
Company are as follows:

      Name                 Age                  Position
      ----                 ---                  --------

Len De Melt (1)            58                   Director

Lance Larsen (2)           45                   Secretary

Ian Brodie (3)             49                   President and Director

Robert Weicker (4)         51                   Director

----------------------------------------------------------------------

(1)  Mr. Len De Melt was  elected a director  of the  Company on May 10, 2004 by
notice of action by the majority  shareholders  of the Company and was appointed
the  President  of the  Company  on the same day.  Mr. De Melt  resigned  as the
President  of the  Company,  but not as a director  of the Company on August 24,
2004.

(2)  Mr. Lance Larsen has been the Secretary and a director of the Company since
September 5, 2002.  Mr.  Larsen  resigned as a director of the Company on August
24, 2004.

(3)  Mr. Ian Brodie was appointed as the President and a director of the Company
on August 24, 2004.

(4)  Mr. Robert  Weicker was appointed as a director of the Company on September
10, 2004.



<PAGE>


                                       18



     Biographies of the Executive Officers/Directors
     -----------------------------------------------

     LEN DE MELT B.A.,  ASc T, Hd.M. has been a Mine Manager of an open pit mine
in Guinea,  Africa, which is controlled by the Trivalence Mining Corporation,  a
British Columbia  corporation that is listed on the TSX Venture  Exchange,  from
2000 to present. As Mine Manager, Mr. De Melt manages 550 employees.  He manages
operations and maintenance:  21 sub  departments,  which include 3 Ore Treatment
Plants/Mills,  engine re-build shop,  Manitowoc  shovel/dragline  re-build shop,
Caterpillar Heavy equipment re-build shop, Tire vulcanization  shop,  Electrical
generator/motor re-wind shop, Telecommunications shop, Light Vehicle Maintenance
shop, field Manitowoc shovel/dragline  maintenance,  field Heavy maintenance and
Townsite power and water maintenance.  From 1998 to 2000 Mr. De Melt was manager
of  Yanacocha  (one of the World's  top mines - Open Pit Heap Leach)  located in
Peru. Mr. De Melt has also provided mining  consulting to certain companies from
1997 to 1999.  From 1995 to 1997,  Mr. De Melt was the  President,  Manager  and
Chief  Engineer  for Goldust  Mines Ltd.,  a company  operating  out of Val Dor,
Quebec,  Canada.  While at Goldust Mines Ltd.,  Mr. De Melt arranged  financing,
managed and put into production the Croiner Mine. Mr. De Melt graduated from the
British Columbia Institute of Technology with a Mechanical  diploma.  On May 14,
1969, Mr. De Melt graduated from the Haileybury School of Mines-Engineering. Mr.
De Melt is a member of the Association of Applied Sciences of British  Columbia.
In  addition,  Mr. De Melt is a member of the  Canadian  Institute of Mining and
Metallurgy.

     LANCE  LARSEN  has been an  officer  and a director  of the  Company  since
September 5, 2002. From December, 1996 to the present he has served as President
and  Chief  Executive  Officer  of  Larsen   International,   Inc.,  a  business
consultancy firm specializing in mergers and  acquisitions.  From August 1997 to
June 2000, he served as Vice President and General Manager of Bio-Med  Marketing
Inc., a Calgary,  Alberta firm that  specializes  in financing and consulting to
bio-medical  companies.  His duties there include  hiring and training all sales
personnel,   designing  and  developing  all  in-house   applications   software
applications,  including the company network design and  maintenance.  From June
1988,  Mr.  Larsen  served as General  Manager of West  Coast  International,  a
company specializing in international sales of communications  accessories.  His
duties  there were to hire and train all sales staff and design and maintain all
software and network  installations.  Mr. Larsen  graduated with honors from the
Canadian Investment Funds Institute and the Dale Carnegie sales course.

     IAN  BRODIE has been the  President  and a director  of the  Company  since
August 24, 2004. In addition, Mr. Brodie is the Secretary and director of Solara
Capital Inc., a non-reporting issuer. Mr. Brodie has over 20 years of experience
in capital  markets and brings a high level of corporate  finance and management
experience to the Company. During a career that began as an investment executive
for  a  Canadian  national  brokerage  firm,  Mr.  Brodie's  resume  encompasses
corporate restructuring, mergers, acquisitions and divestitures. His specialized
expertise  includes in-depth  knowledge of the brokerage and finance  community.
Mr.  Brodie has served on the board of  directors  of  several  national  public
companies, including Cascadia Brands Inc. and Unilens Vision Inc. Mr. Brodie has
also been involved in senior management roles in the mining industry, serving on
the board of  directors of companies  such as Carson Gold Corp.  (now  Vengold),
Ghana Goldfields Ltd. and as President and director of Crystallex  International
Corp.

     ROBERT WEICKER has been a director of the Company since September 10, 2004.
Mr. Weicker is also a director and Vice  President of  Exploration  for Aberdene
Mines   Limited,   which  is  listed  and   posted  for   trading  on  the  NASD




<PAGE>


                                       19



Over-the-Counter Bulletin Board. Mr. Weicker is also a director of the following
companies:  Crosshair  Exploration & Mining Corp.;  Gold Point Exploration Ltd.;
Hathor  Exploration  Ltd.;  Kernow  Resources and  Developments  Ltd.; and Triex
Minerals  Corp.  Mr.  Weicker has over 25 years in the mineral  exploration  and
mining industry, from greenfield exploration to production operations. His early
career included serving as a Geologist to several Noranda Mines Group companies.
Mr.  Weicker  joined Lac  Minerals  in 1984,  and in 1988 he assumed the role of
Chief Mining  Geologist for Equinox  Resources  Ltd.,  and was involved with the
start-up,  development, and production of the Van Stone zinc mine in Washington.
In addition,  Mr. Weicker was involved in the exploration and development of the
Rosebud UG gold mines in Nevada, and direct supervision of a multimillion-dollar
development  program on a  polymetallic  deposit in  British  Columbia,  Canada,
resulting in a significant expansion of reserves and the discovery of the Yellow
Jacket zinc deposit.  Since 1999,  Mr.  Weicker has developed his own consulting
company,  with a focus on Asia,  Mongolia and Nevada. Mr. Weicker has an honours
degree in Earth Science from the University of Waterloo, Ontario in 1977, and is
a Professional  Geoscientist of the  Association of  Professional  Engineers and
Geoscientists of British Columbia, Canada.

     Family Relationships
     --------------------

     There are no family relationships  between any of the officers or directors
of the Company.

     Involvement in Certain Legal Proceedings
     ----------------------------------------

     As of the date of this Annual Report,  no director or executive  officer of
the Company is or has been involved in any legal  proceeding  concerning (i) any
bankruptcy  petition filed by or against any business of which such person was a
general  partner or executive  officer  either at the time of the  bankruptcy or
within  two  years  prior  to that  time;  (ii)  any  conviction  in a  criminal
proceeding or being subject to a pending criminal proceeding  (excluding traffic
violations  and other minor  offenses)  within the past five years;  (iii) being
subject to any order,  judgment or decree permanently or temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------

     As  permitted  by Montana  law,  the  Company's  Articles of  Incorporation
provide that the Company  will  indemnify  its  directors  and officers  against
expenses and liabilities they incur to defend,  settle,  or satisfy any civil or
criminal  action  brought  against them on account of their being or having been
Company directors or officers unless,  in any such action,  they are adjudged to
have  acted   with   gross   negligence   or  wilful   misconduct.   Insofar  as
indemnification  for liabilities  arising under the U.S. Securities Act of 1933,
as amended,  may be permitted to directors,  officers or persons controlling the
Company  pursuant to the  foregoing  provisions,  the Company has been  informed
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is  against  public  policy  as  expressed  in that Act and is,
therefore, unenforceable.



<PAGE>


                                       20



EXCLUSION OF LIABILITY
----------------------

     Pursuant to the Montana Business Corporation Act, the Company's Articles of
Incorporation  exclude personal liability for its directors for monetary damages
based upon any violation of their  fiduciary  duties as directors,  except as to
liability  for any breach of the duty of loyalty,  acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
acts in violation of the Montana  Business  Corporation  Act, or any transaction
from which a director receives an improper  personal benefit.  This exclusion of
liability  does not limit any right that a director  may have to be  indemnified
and does not affect any directors  liability  under federal or applicable  state
securities laws.

AUDIT COMMITTEE FINANCIAL EXPERT
--------------------------------

     As of the date of this Annual Report, the Board of Directors of the Company
has  determined  that the  Company  does not have an audit  committee  financial
expert nor does the Company have an audit committee.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------

     Section  16(a)  of the  U.S.  Securities  Exchange  Act,  as  amended  (the
"Exchange  Act"),  requires the  Company's  executive  officers,  directors  and
persons who  beneficially  own more than 10% of the  Company's  shares of common
stock to file  reports of their  beneficial  ownership  and changes in ownership
(Forms 3, 4 and 5, and any amendment  thereto) with the SEC. Copies of all filed
reports are  required  to be  furnished  to the  Company  pursuant to Rule 16a-3
promulgated under the Exchange Act.

     Based  solely  upon a review  of the  Forms 3, 4,  and 5  furnished  to the
Company for the fiscal year ended June 30, 2004, the Company has determined that
its directors,  officers,  and greater than 10% beneficial  owners complied with
all applicable Section 16 filing requirements, except as described below.

     Mr. Kenneth  Larsen,  a former  director and President of the Company,  has
failed to timely file his  initial  Form 3 relating  to his  acquisition  of his
initial  1,425,000  shares of common stock of the Company on September 15, 2003.
Mr.  Larsen filed this Form 3 on January 15, 2004.  In addition,  Mr. Larsen has
failed to timely file his Form 4 relating to his  disposition  of his 18,525,000
(post  forward  stock split on a basis of 13-for-1)  shares to Mr. Ian Brodie on
September 2, 2004. Mr. Len De Melt and Mr. Wayne Johnstone have failed to timely
file their Form 3's  relating to their  election as  directors of the Company on
May 10, 2004.

CODE OF ETHICS
--------------

     At this  time,  the  Company  has not  adopted  a code of  ethics as it has
recently restructured its board of directors and has not been an active business
until the  recent  acquisition  of its  wholly-owned  subsidiary,  Grupo  Minero
Internacional S.A.C., which occurred in late July, 2004. Now that the Company is
ready to move forward with its business,  the Company intends to adopt a code of
ethics in the near future.



<PAGE>


                                       21



ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

COMPENSATION OF OFFICERS AND DIRECTORS
--------------------------------------

     The following table sets out the compensation received by the President and
CEO of the Company for the last three  fiscal  years  ended June 30,  2004.  The
Company did not have any other highly compensated executive officers with annual
salary and bonus in excess of $100,000 per year.

     Summary Compensation Table
     --------------------------

                            Annual Compensation      Awards     Payouts
                           ---------------------  ------------  -------
                              $      $       $     $      #       $        $
Name and Position   Year   Salary  Bonus   Other  RSA  Options   LTIP     Other
-----------------   ----   ------  -----   -----  ---  -------    ---      ---

Kenneth Larsen (1)  2002     Nil    Nil     Nil   Nil    Nil      Nil      Nil
Prior President     2003     Nil    Nil     Nil   Nil    Nil      Nil      Nil
and director        2004     Nil    Nil     Nil   Nil    Nil      Nil      Nil

Len De Melt (2)     2004     Nil    Nil     Nil   Nil    Nil      Nil      Nil
Prior President

Ian Brodie (3)      2004     Nil    Nil     Nil   Nil    Nil      Nil      Nil
President and
director
-------------------------------------------------------------------------------
(1)  Mr.  Kenneth  Larsen was not re-elected as a director of the Company on May
10, 2004 by action of the majority shareholders. In addition, Mr. Larsen was not
re-appointed as the President of the Company on the same date.

(2)  Mr. Len De Melt was elected as a director of the Company on May 10, 2004 by
action of the  majority  shareholders  and was  appointed  the  President of the
Company on the same date.  Mr. De Melt  resigned as the President of the Company
but not as a director of the Company on August 24, 2004.

(3)  Mr. Ian Brodie was  appointed as President and a director of the Company on
August 24, 2004.

     No long term  incentive  plan  awards  were made to any  executive  officer
during the fiscal year ended June 30, 2004.

     Officers  and  directors  of  the  Company  may  be   reimbursed   for  any
out-of-pocket expenses incurred by them on behalf of the Company. As of the date
of this  Annual  Report,  none  of the  officers  or  directors  are a party  to
employment  agreements with the Company.  The Company  presently has no pension,
health, annuity, insurance, profit sharing or similar benefit plans.

     There  were  no  formal   arrangements   under  which  our  directors  were
compensated  by the Company during the most recently  completed  fiscal year for
their services solely as directors.



<PAGE>


                                       22



ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------

     The following table sets forth the name and address, as of the date of this
Annual  Report,  and the  approximate  number of  shares of common  stock of the
Company owned of record or beneficially  by each person who owned of record,  or
was known by the Company to own beneficially, more than five percent (5%) of the
Company's  common  stock,  and the name and  shareholdings  of each  officer and
director,  and all  officers  and  directors  as a group  as of the date of this
Annual Report.

     As of the date of this Annual Report, there are 32,244,015 shares of common
stock of the Company issued and outstanding.

-------------------------------------------------------------------------------
Title of Class    Name and Address of           Amount and Nature     Percent
                   Beneficial Owner                 of Class         of Class
-------------------------------------------------------------------------------
                                                                        (1)
Common Stock      Ian Brodie                        3,525,000          10.93%
                  1010 Beach Ave., Suite 701
                  Vancouver, B.C.
                  Canada, V6E 1T7

                                                                        (1)
Common Stock      Lance Larsen                      6,500,000          20.16%
                  16125 Shawbrooke Rd. SW
                  Calgary, Alberta
                  Canada, T2X 2X7

Common Stock      Len De Melt                          Nil               Nil%
                  255 3rd St. West, Apt. 109
                  North Vancouver, B.C.
                  Canada, V7M 1G2

Common Stock      Robert Weicker                       Nil               Nil%
                  3000 Walton Ave.
                  Coquitlam, B.C.
                  Canada, V3B 6V6
                                                                        (1)
Common Stock      All current officers and         10,025,000          31.09%
                  directors as a group
                  (4 persons)
-------------------------------------------------------------------------------
(1)  These are restricted shares of common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
------------------------------------------------------------------

     On March  30,  2004,  the Board of  Directors  of the  Company  unanimously
approved and adopted a stock option plan (the "Stock Option Plan"). In addition,
on May 10,  2004,  all of the  shareholders  of the Company  approved  the Stock
Option Plan. The purpose of the Stock Option Plan is to advance the interests of
the Company and its  shareholders  by affording  key personnel of the Company an
opportunity for investment in the Company and the incentive  advantages inherent
in stock  ownership  in the  Company.  Pursuant to the  provisions  of the Stock
Option Plan,  stock  options (the "Stock  Options")  will be granted only to key
personnel of the Company,  generally defined as a person designated by the Board



<PAGE>


                                       23



of Directors  upon whose  judgment,  initiative and efforts the Company may rely
including any director, officer, employee or consultant of the Company.

     The Stock  Option Plan is to be  administered  by the Board of Directors of
the Company,  which shall  determine (i) the persons to be granted Stock Options
under the Stock Option Plan;  (ii) the number of shares  subject to each option,
the  exercise  price of each Stock  Option;  and (iii)  whether the Stock Option
shall be  exercisable  at any time during the option period of ten (10) years or
whether the Stock  Option shall be  exercisable  in  installments  or by vesting
only. The Stock Option Plan provides  authorization to the Board of Directors to
grant Stock  Options to purchase a total number of shares of common stock of the
Company,  not to exceed twenty percent (20%) of the total issued and outstanding
shares of common stock of the  Company.  At the time the Stock Option is granted
under the Stock Option Plan, the Board of Directors  shall fix and determine the
exercise  price at which  shares of common stock of the Company may be acquired;
provided,  however,  that any such  exercise  price  shall not be less than that
permitted under the rules and policies of any stock exchange or over-the-counter
market which is applicable to the Company.

     In the event an optionee who is a director or officer of the Company ceases
to serve in that position,  any Stock Option held by such optionee generally may
be  exercisable  within up to ninety (90) days after the effective date that his
position ceases,  and after such ninety-day  period any unexercised Stock Option
shall  expire.  In the event an optionee who is an employee or consultant of the
Company  ceases to be employed  by the  Company,  any Stock  Option held by such
optionee  generally may be  exercisable  within up to ninety (90) days (or up to
thirty (30) days where the optionee provided only investor relations services to
the Company) after the effective date that his employment ceases, and after such
ninety-day or thirty-day period any unexercised Stock Option shall expire.

     No Stock Options granted under the Stock Option Plan will be  transfereable
by the optionee,  and each Stock Option will be exercisable  during the lifetime
of the optionee  subject to the option  period of ten (10) years or  limitations
described  above.  Any Stock Option held by an optionee at the time of his death
may be exercised  by his estate  within one (1) year of his death or such longer
period as the Board of Directors may determine.

     The exercise price of a Stock Option  granted  pursuant to the Stock Option
Plan shall be paid in cash or certified funds upon exercise of the option.

     Incentive Stock Options
     -----------------------

     The Stock Option Plan further  provides that,  subject to the provisions of
the Stock Option Plan,  the Board of Directors may grant to any key personnel of
the Company who is an employee eligible to receive options one or more incentive
stock  options to purchase the number of shares of common stock  allotted by the
Board of Directors (the "Incentive Stock  Options").  The option price per share
of common stock deliverable upon the exercise of an Incentive Stock Option shall
be no less than  fair  market  value of a share of  common  stock on the date of
grant of the Incentive  Stock Option.  In accordance with the terms of the Stock
Option Plan,  "fair market value" of the  Incentive  Stock Option as of any date
shall not be less than the closing  price for the shares of common  stock on the
last trading day preceding the date of grant.  The option term of each Incentive
Stock  Option shall be  determined  by the Board of  Directors,  which shall not
commence  sooner than from the date of grant and shall  terminate  no later than




<PAGE>


                                       24



ten (10) years from the date of grant of the Incentive Stock Option,  subject to
possible early termination as described above.

     As of the date of this Annual Report,  no Stock Options nor Incentive Stock
Options  have been  granted.  In  accordance  with the terms of the Stock Option
Plan,  the  Board  of  Directors  is  authorized,  without  further  shareholder
approval,  to grant such options from time to time to acquire up to an aggregate
of 9,100,000 shares of the Company's  restricted  common stock on a post forward
stock split basis, which occurred on May 10, 2004.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     There are no transactions between the Company and its directors,  officers,
or other  related  parties  during the fiscal  year ended June 30,  2004,  which
exceeded $60,000.

ITEM 13.  EXHIBITS
------------------

     The following exhibits are filed as part of this Annual Report:

     3.1  Articles of Amendment dated May 6, 2004.

     10.1 Stock Option Plan dated March 30, 2004.

     10.2 Letter  Agreement  between the  Company,  Grupo  Minero  Internacional
          S.A.C.  and the  shareholders  of Grupo Minero  Internacional  S.A.C.,
          dated May 7, 2004.

     10.3 Amendment to the Letter  Agreement  between the Company,  Grupo Minero
          Internacional   S.A.C.   and  the   shareholders   of   Grupo   Minero
          Internacional S.A.C., dated June 10, 2004.

     31.1 Certification under Rule 13a-14(a).

     31.2 Certification under Rule 13a-14(a).

     32.1 Certification under Section 1350.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

     Audit Fees
     ----------

     During  the  fiscal  years  ended  June 30,  2003 and 2004,  the  Company's
principal  accountants have not yet billed the Company for professional services
rendered in  connection  with the audit of the  Company's  annual and  quarterly
financial  statements for the respective fiscal periods. The Company's principal
accountant did not bill any other audit related fees during the respective  time
periods.

     Tax Fees
     --------

     During  the  fiscal  years  ended  June 30,  2003 and 2004,  the  Company's
principal  accountant has not yet billed the Company for  professional  services
rendered  in  connection  with  tax  compliance,   consultation,  and  planning,
including preparation of income tax returns for the respective periods.




<PAGE>


                                       25



     All Other Fees
     --------------

     During  the  fiscal  years  ended  June 30,  2003 and 2004,  the  Company's
principal  accountants has not yet billed the Company for professional  services
other than audit and tax services, if any.



<PAGE>


                                       26



                                   SIGNATURES
                                   ----------

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

                                          ANDRESMIN GOLD CORPORATION

Dated: September 27, 2004                 By:   /s/ Ian Brodie
                                              ----------------------------------
                                              Ian Brodie, President


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


/s/ Ian Brodie                                     Dated: September 27, 2004
------------------------
Ian Brodie, President
and Director


/s/ Len De Melt                                    Dated: September 27, 2004
------------------------
Len De Melt, Director


/s/ Robert Weicker                                 Dated: September 27, 2004
------------------------
Robert Weicker, Director



<PAGE>


                                       27



Exhibit Index
-------------


Exhibit #                                                                Page#
---------                                                                -----

  3.1          Articles of Amendment dated May 6, 2004.                    28

 10.1          Stock Option Plan dated March 30, 2004.                     30

 10.2          Letter Agreement  between the Company,  Grupo               39
               Minero    Internacional    S.A.C.   and   the
               shareholders  of Grupo  Minero  Internacional
               S.A.C., dated May 7, 2004.

 10.3          Amendment to the Letter Agreement between the               43
               Company,  Grupo Minero  Internacional  S.A.C.
               and  the   shareholders   of   Grupo   Minero
               Internacional S.A.C., dated June 10, 2004.

 31.1          Certification under Rule 13a-14(a).                         45

 31.2          Certification under Rule 13a-14(a).                         47

 32.1          Certification under Section 1350.                           49