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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM 20-F
                            -------------------------

[ ]  REGISTRATION  STATEMENT  PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended March 31, 2004

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

      For the Transaction Period from ______________ to ___________________

                         Commission File Number 0-13248


                           LEVON RESOURCES LTD.
             (Exact name of Registrant as specified in its charter)

         A CORPORATION FORMED UNDER THE LAWS OF BRITISH COLUMBIA, CANADA
                 (Jurisdiction of Incorporation or Organization)

  455 Granville Street, Suite 400, Vancouver, British Columbia V6C 1T1, Canada
                    (Address of principal executive offices)

       Securities registered or to be registered pursuant to Section 12(b)
                                of the Act: None

 Securities registered or to be registered pursuant to Section 12(g) of the Act:

                     --------------------------------------
                           Common Shares, no par value
                                (Title of Class)
                     --------------------------------------


Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: None

The number of outstanding Common Shares as of March 31 2004 was 20,551,058.

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  Company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X]Yes [ ]No

Indicate by check mark which financial statement item the Company has elected to
follow. Item 17 [X] Item 18 [ ]

(Applicable only to issuers involved in bankruptcy  proceedings  during the past
five years)

Indicate by check mark whether the Company has filed all  documents  and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities  Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. NOT APPLICABLE

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                                                     TABLE OF CONTENTS

Introduction                                                                                                 3
Currency                                                                                                     3
Forward-looking Statements                                                                                   3
Cautionary Note to U.S. Investors Concerning Estimate of Measured and
    Indicated Mineral Resources                                                                              3
Glossary of Mining Terms                                                                                     4
Part I                                                                                                       6
     Item 1.      Identity of Directors, Senior Management and Advisors                                      6
     Item 2.      Offer Statistics and Expected Timetable                                                    6
     Item 3.      Key Information                                                                            6
     Item 4.      Information on the Company                                                                 12
     Item 5.      Operating and Financial Review and Prospects                                               19
     Item 6.      Directors, Senior Management and Employees                                                 25
     Item 7.      Major Shareholders and Related Party Transactions                                          29
     Item 8.      Financial Information                                                                      30
     Item 9.      The Offer and Listing                                                                      30
     Item 10.     Additional Information                                                                     30
     Item 11.     Quantitative and Qualitative Disclosures About Market Risk                                 39
     Item 12.     Description of Securities Other than Equity Securities                                     39
Part II                                                                                                      39
     Item 13.     Defaults, Dividend Arrearages and Delinquencies                                            39
     Item 14.     Material Modifications to the Rights of Security Holders and Use of Proceeds               39
     Item 15.     Controls and Procedures                                                                    39
     Item 16.     [Reserved]                                                                                 40
     Item 16A.    Audit Committee Financial Expert                                                           40
     Item 16B.    Code of Ethics                                                                             40
     Item 16C.    Principal Accountant Fees and Services                                                     40
     Item 16D.    Exemptions from the Listing Standards for Audit Committees                                 40
     Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers                     40
Part III                                                                                                     41
     Item 17.     Financial Statements                                                                       41
     Item 18.     Financial Statements                                                                       41
     Item 19.     Exhibits                                                                                   41


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                                       2
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                                  Introduction

     Levon Resources Ltd., which we refer to as the "Company",  was incorporated
under the Company Act of the  Province of British  Columbia,  Canada on April 9,
1965 under the name Alice Arm Mining  Ltd. On January 13,  1975,  the  corporate
name was  changed to New  Congress  Resources  Ltd.  The  present  name of Levon
Resources Ltd. was adopted on January 12, 1983. Our principal  executive  office
is located at Suite 400, 455 Granville Street,  Vancouver,  British Columbia V6C
1T1, Canada.

     In this  annual  report  on Form  20-F,  which we  refer to as the  "Annual
Report", except as otherwise indicated or as the context otherwise requires, the
"Company", "we" or "us" refers to Levon Resources Ltd.

     You should rely only on the information contained in this Annual Report. We
have not authorized  anyone to provide you with  information  that is different.
The  information  in this Annual Report may only be accurate on the date of this
Annual  Report or on or as at any other date  provided  with respect to specific
information.

                                    Currency

     Unless we  otherwise  indicate in this Annual  Report,  all  references  to
"Canadian  Dollars",  "CDN$" or "$" are to the lawful currency of Canada and all
references to "U.S.  Dollars" or "US $" are to the lawful currency of the United
States

                           Forward-looking Statements

     The following  discussion  contains  forward-looking  statements within the
meaning of the United States Private  Securities  Legislation Reform Act of 1995
concerning the Company's plans for its mineral  properties  which may affect the
future operating results and financial position.  Such statements are subject to
risks and  uncertainties  that could  cause our  actual  results  and  financial
position to differ  materially  from those  anticipated  in the  forward-looking
statements. These factors include, but are not limited to, the factors set forth
in the  sections  entitled  "Risk  Factors"  in Item 3.D.,  and  "Operating  and
Financial  Review and Prospects" in Item 5. Statements  concerning  reserves and
resources  may also be deemed to  constitute  forward-looking  statements to the
extent  that  such  statements  reflect  the  conclusion  that  deposits  may be
economically  exploitable.  Any statements  that express or involve  discussions
with  respect to  predictions,  expectations,  plans,  projections,  objectives,
assumptions or future events or performance (often, but not always,  using words
or phrases such as "expects",  "does not expect", "is expected",  "anticipates",
"does not  anticipate",  "plans",  "estimates",  or  "intends",  or stating that
certain actions, events or results "may", "could",  "would", or "will" be taken,
occur  or be  achieved)  are  not  statements  of  historical  fact  and  may be
"forward-looking statements".

      Cautionary Note to U.S. Investors Concerning Estimate of Measured and
                           Indicated Mineral Resources

     We advise U.S.  investors that although the terms "measured  resources" and
"indicated resources" are recognized and required by Canadian  regulations,  the
U.S.  Securities  and Exchange  Commission,  referred to as the "SEC",  does not
recognize them. U.S.  investors are cautioned not to assume that all or any part
of our mineral resources in these categories will ever be converted into mineral
reserves.

                                       3
<PAGE>


                            GLOSSARY OF MINING TERMS

anomalous           A value, or values,  in which the amplitude is statistically
                    between that of a low contrast  anomaly and a high  contrast
                    anomaly in a given data set.

anomaly             Any  concentration  of metal  noticeably  above or below the
                    average background concentration.

assay               An analysis to determine the  presence,  absence or quantity
                    of one or more components.

Cretaceous          The geologic period extending from 135 million to 65 million
                    years ago.

cubic meters or     A metric measurement  of volume,  being a cube one meter in
m(3)                length on each side.

fault               A fracture  in a rock where there has been  displacement  of
                    the two sides.

grade               The  concentration  of  each  ore  metal  in a rock  sample,
                    usually  given  as  weight  percent.   Where  extremely  low
                    concentrations are involved,  the concentration may be given
                    in grams per tonne  (g/t or gpt) or ounces  per ton  (oz/t).
                    The  grade of an ore  deposit  is  calculated,  often  using
                    sophisticated  statistical procedures,  as an average of the
                    grades of a very  large  number of  samples  collected  from
                    throughout the deposit.

hectare or ha       An area totaling 10,000 square meters.

highly anomalous    An anomaly which is 50 to 100 times average background, i.e.
                    it is statistically much greater in amplitude.

laterite            A  residual  product  of rock decay that is red in color and
                    has a high  content in the oxides of iron and  hydroxide  of
                    aluminum.

mineral reserve     The  economically  mineable  part of a measured or indicated
                    mineral  resource  demonstrated  by at  least a  preliminary
                    feasibility   study.   This  study  must  include   adequate
                    information on mining, processing,  metallurgical,  economic
                    and other relevant factors that demonstrate,  at the time of
                    the reporting,  that economic extraction can be justified. A
                    mineral reserve includes  diluting  materials and allowances
                    for  losses  that may  occur  when the  material  is  mined.
                    Mineral  resources  are  sub-divided  in order of increasing
                    confidence into "probable" and "proven" mineral reserves.  A
                    probable  mineral  reserve has a lower  level of  confidence
                    than a proven mineral  reserve.  The term "mineral  reserve"
                    does not necessarily signify that extraction  facilities are
                    in place or  operative  or that all  governmental  approvals
                    have  been   received.   It  does  signify  that  there  are
                    reasonable expectations of such approvals.

mineral resource    The estimated  quantity and grade of mineralization  that is
                    of potential  economic  merit. A resource  estimate does not
                    require specific mining, metallurgical, environmental, price
                    and  cost   data,   but  the  nature   and   continuity   or
                    mineralization  must be  understood.  Mineral  resources are
                    sub-divided  in order of  increasing  geological  confidence
                    into "inferred",  "indicated", and "measured" categories. An
                    inferred  mineral  resource has a lower level of  confidence
                    than that  applied  to an  indicated  mineral  resource.  An
                    indicated  mineral resource has a higher level of confidence
                    than an inferred mineral resource,  but has a lower level of
                    confidence  than a  measured  mineral  resource.  A  mineral
                    resource is a concentration or occurrence of natural, solid,
                    inorganic  or  fossilized  organic  material  in or  on  the
                    earth's crust in such form and quantity and of such grade or
                    quality  that  it  has  reasonable  prospects  for  economic
                    extraction.

mineralization      Usually implies minerals of value occurring in rocks.

net smelter or      Payment  of  a  percentage  of  net  mining   profits  after
NSR Royalty         deducting applicable smelter charges.


                                       4
<PAGE>

e                   A natural  aggregate  of one or more  minerals  which may be
                    mined and sold at a profit,  or from  which some part may be
                    profitably separated.

outcrop             An exposure of rock at the earth's surface.

possible or
inferred ore        Term  used to  describe  ore  where  the  mineralization  is
                    believed   to  exist  on  the   basis  of  some   geological
                    information,  but the size, shape,  grade, and tonnage are a
                    matter of speculation.

prefeasibility      Each  means a  comprehensive  study  of the  viability  of a
study and           mineral  project  that has  advanced to a stage where mining
preliminary         method,  in the  case  of  underground  mining,  or the  pit
feasibility         configuration,  in the  case of open  pit  mining,  has been
study               established,  and which,  if an effective  method of mineral
                    processing  has  been   determined,   includes  a  financial
                    analysis  based  on  reasonable  assumptions  of  technical,
                    engineering,   operating  and  economic  factors,   and  the
                    evaluation of other  relevant  factors which are  sufficient
                    for a qualified person,  acting reasonably,  to determine if
                    all or part of the mineral  resource may be  classified as a
                    mineral reserve.

probable mineral    The economically mineable part of an indicated,  and in some
reserve             circumstances,  a measured mineral resource  demonstrated by
                    at least a  prefeasibility  study.  This study must  include
                    adequate information on mining,  processing,  metallurgical,
                    economic,  and other relevant factors that  demonstrate,  at
                    the  time of  reporting,  that  economic  extraction  can be
                    justified.

proven              mineral reserve The economically mineable part of a measured
                    mineral  resource  demonstrated by at least a prefeasibility
                    study.  This  study must  include  adequate  information  on
                    mining,  processing,  metallurgical,   economic,  and  other
                    relevant factors that demonstrate, at the time of reporting,
                    that economic  extraction  is justified.  The term should be
                    restricted  to that  part of the  deposit  where  production
                    planning is taking place and for which any  variation in the
                    estimate would not significantly  affect potential  economic
                    viability.

quartz              Silica or SiO2, a common  constituent  of veins,  especially
                    those containing gold and silver mineralization.

ton                 Imperial measurement of weight equivalent to 2,000 pounds.

tonne               Metric  measurement of weight  equivalent to 1,000 kilograms
                    (or 2,204.6 pounds).

veins               The  mineral  deposits  that are found  filling  openings in
                    rocks created by faults or replacing rocks on either side of
                    faults.

                                       5
<PAGE>


                                     Part I

Item 1.  Identity of Directors, Senior Management and Advisors

         Not applicable

Item 2.  Offer Statistics and Expected Timetable

         Not applicable

Item 3.  Key Information


A.   Selected Financial Data

     The selected historical financial  information presented in the table below
for each of the years  ended  March 31,  2004,  2003,  2002,  2001 and 2000,  is
derived  from the  audited  financial  statements  of the  Company.  The audited
financial  statements and notes for each year in the three years ended March 31,
2004, 2003 and 2002 are included in this Annual Report. The selected  historical
financial  information for each year ended March 31, 2001 and 2000, presented in
the table below are derived from  financial  statements  of the Company that are
not included in this Annual Report. The selected financial information presented
below should be read in conjunction with the Company's financial  statements and
the notes thereto (Item 17) and the Operating and Financial Review and Prospects
(Item 5) included elsewhere in this Annual Report.

     The selected  financial data has been prepared in accordance  with Canadian
generally accepted accounting principles,  which we refer to as "Canadian GAAP".
The  financial  statements  included in Item 17 in this filing are also prepared
under Canadian GAAP. Included within these financial  statements in Note 14 is a
reconciliation  between  Canadian  GAAP and  United  States  generally  accepted
accounting principals,  which is referred to as "U.S. GAAP", which differ, among
other things,  in respect to the recording of the foreign  exchange  (gains) and
losses,  deferred  exploration  expenditures  and  recognition  of  compensation
expense upon the issuance of stock options.

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Canadian GAAP
                                                                       Year Ended March 31,
                                         --------------------------------------------------------------------------
                                              2004           2003            2002          2001            2000
                                         -------------  -------------   ------------- -------------- --------------
Summary of Operations:
Interest and miscellaneous Income                  $104          $725           $811          $4,304         $3,352
Income tax recovery                                   -             -              -               -              -
Expenses
  General and administrative                  (173,325)     (120,366)      (113,163)       (126,985)      (127,362)
Property investigation expensed                                                             (8,000)
Write-down of mining properties                 (6,508)      (10,363)      (776,140)        (69,641)          (620)
Write-down property and equipment                     -             -       (10,000)        (89,855)       (23,957)
Write-down investments                                -       (1,960)              -         (5,597)          (756)
Recovery of mineral property costs                    -             -              -               -
Net Income (loss) for year                    (179,729)     (131,964)      (898,492)       (295,774)      (149,343)
Income (loss) per share                          (0.01)        (0.03)         (0.06)          (0.02)         (0.01)


                                       6
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                                                                         As at March 31,
                                         --------------------------------------------------------------------------
                                              2004            2003          2002            2001             2000
                                         -------------   ------------- -------------- --------------      ---------
Balance Sheet Data:
Total assets                                    399,600       184,082         85,122         843,823        943,791
Cash and term deposits                          264,064       109,342          3,388           1,022              0
Restricted cash                                       -             -              -               -              -
Total liabilities                               232,973       285,834        212,410          72,619        341,917
Shareholders' equity                            160,119     (101,752)      (127,288)         771,204        601,764

Number of Shares Issued                      20,551,058    17,414,508     14,389,508      14,389,508     10,968,655



United States GAAP:
                                                                            Year Ended March 31,
                                            -------------------------------------------------------------------------
                                                2004          2003            2002             2001           2000
                                            ------------- -------------  --------------  --------------   -----------
Summary of Operations:
Net Income (loss) per
   Canadian AP                                (173,221)      (131,964)       (898,492)      (295,774)      (149,343)
Adjustments                                    (35,507)            353         734,174         30,186         18,075
Net Income (loss) per US
   GAAP                                       (215,236)      (131,611)       (164,318)      (265,588)      (131,268)
Income (loss) per share per US
   GAAP                                          (0.00)         (0.01)          (0.01)         (0.01)         (0.01)


                                                                            Year Ended March 31,
                                            -------------------------------------------------------------------------
                                                2004          2003            2002             2001           2000
                                            ------------- -------------  --------------  --------------   -----------
Balance Sheet Data:

Total assets under Canadian GAAP                 399,600        184,082          85,112        843,823        943,791
Adjustments                                     (35,381)            120             120      (734,316)      (741,287)
Total assets under US GAAP                       357,705        184,202          85,242        109,507        202,504


Total equity under Canadian GAAP              20,326,919     20,027,819      19,727,819     19,727,819     19,262,605
Adjustments                                  (1,696,550)    (1,696,550)     (1,696,550)    (1,696,550)    (1,696,550)
Total equity under US GAAP                    18,630,369     18,331,269      18,031,269     18,031,269     17,566,055

</TABLE>

                                 Exchange Rates

     The following table sets forth  information as to the period end,  average,
the high and the low exchange rate for Canadian Dollars and U.S. Dollars for the
periods  indicated  based on the noon  buying  rate in New York  City for  cable
transfers in Canadian  Dollars as certified for customs  purposes by the Federal
Reserve Bank of New York (Canadian dollar = US$1).

    Year Ended
    March 31,      Average      Period End         High              Low
    ---------      -------      ----------         ----              ---
      2000         1.4517         1.4350           1.5286           1.4803
      2001         1.5037         1.5767           1.5791           1.4470
      2002         1.5655         1.5953           1.6190           1.5065
      2003         1.5497         1.5652           1.6050           1.4584
      2004         1.3531         1.3081           1.4940           1.2679
      2005         1.2787         1.1866           1.4003           1.1714


                                       7
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     The following  table sets forth the high and low exchange rate for the past
six months.  As of December 6, 2005,  the exchange rate was  CN$1.16260 for each
US$1.

                Month                          High             Low
                -----                          ----             ---
                March 2005                    1.2492           1.1976
                April 2005                    1.2617           1.2061
                May 2005                      1.2732           1.2353
                June 2005                     1.2630           1.2230
                July 2005                     1.2477           1.2018
                August 2005                   1.2298           1.1857
                September, 2005               1.1943           1.1620
                October, 2005                 1.1920           1.1582

B.   Capitalization and Indebtedness

     Not Applicable.

C.   Reasons for the Offer and Use of Proceeds

     Not  Applicable.

D.   Risk Factors

In addition  to the other  information  presented  in this  Annual  Report,  the
following  should be  considered  carefully  in  evaluating  the Company and its
business.  This Annual Report contains  forward-looking  statements that involve
risk and uncertainties.  The Company's actual results may differ materially from
the results  discussed  in the  forward-looking  statements.  Factors that might
cause such a difference  include,  but are not limited to, those discussed below
and elsewhere in this Annual Report.

We will be required to raise additional capital to mine our properties. Levon is
currently in the exploration stage of its properties. If we determine,  based on
its most recent  information,  that it is feasible  to begin  operations  on our
properties,  Levon  will be  required  to raise  additional  capital in order to
develop and bring the properties into production.

The commercial quantities of ore cannot be accurately predicted.  Whether an ore
body will be  commercially  viable depends on a number of factors  including the
particular  attributes  of the  deposit,  such as size,  grade and  proximity to
infrastructure, as well as mineral prices and government regulations,  including
regulations  relating  to  prices,  taxes,  royalties,  land  tenure,  land use,
importing  and  exporting of minerals and  environmental  protection.  The exact
effect of these factors cannot be accurately  predicted,  but the combination of
these factors may result in a mineral deposit being unprofitable.

The mining industry is highly  speculative and involves  substantial  risks. The
mining industry,  from exploration,  development and production is a speculative
business,  characterized by a number of significant risks including, among other
things,  unprofitable  efforts  resulting  not only from the failure to discover
mineral deposits but from finding mineral deposits,  which, though present,  are
insufficient  in quantity  and quality to return a profit from  production.  The
marketability of minerals  acquired or discovered by the Company may be affected
by numerous factors which are beyond the control of the Company and which cannot
be accurately predicted, such as market fluctuations, the proximity and capacity
of milling facilities,  mineral markets and processing equipment, and government
regulations,  including regulations relating to royalties, allowable production,
importing  and  exporting  of  minerals,  and  environmental   protection,   the
combination  of which  factors  may result in Levon not  receiving  an  adequate
return on investment capital.

Levon's properties are all at the exploration stage and have no proven reserves.
All of our properties are in the exploration  stage only and are without a known
body of ore.  If we do not  discover  a body of ore on our  properties,  we will
continue to search for other properties where we can continue similar work.

                                       8
<PAGE>

The  Company's  mineral  exploration   efforts  may  be  unsuccessful.   Despite
exploration  work on our mineral  claims,  no known bodies of commercial  ore or
economic  deposits have been established on any of the properties.  In addition,
Levon is at the  exploration  stage  on all of its  properties  and  substantial
additional work will be required in order to determine if any economic  deposits
occur on the properties. Even in the event commercial quantities of minerals are
discovered,  the  exploration  properties  might not be brought  into a state of
commercial  production.  Finding  mineral  deposits is  dependent on a number of
factors,  including the technical skill of exploration  personnel involved.  The
commercial viability of a mineral deposit once discovered is also dependent on a
number of factors,  some of which are particular attributes of the deposit, such
as size, grade and proximity to infrastructure, as well as metal prices. Most of
these  factors  are beyond the  control of the entity  conducting  such  mineral
exploration.  The Company is an  exploration  stage  company  with no history of
pre-tax profit and no income from its operations.

Competition  for mineral land.  There is a limited  supply of desirable  mineral
lands available for acquisition, claim staking or leasing in the areas where the
Company  contemplates   expanding  its  operations  and  conducting  exploration
activities.  Many  participants  are engaged in the mining  business,  including
large, established mining companies. Accordingly, there can be no assurance that
Levon will be able to compete successfully for new mining properties.

Uncertainty of exploration and development  programs.  Levon's  profitability is
significantly  affected  by  the  costs  and  results  of  its  exploration  and
development  programs.  As mines have limited lives based on proven and probable
mineral reserves,  we actively seeks to expand our mineral  reserves,  primarily
through  exploration,  development and strategic  acquisitions.  Exploration for
minerals is highly speculative in nature,  involves many risks and is frequently
unsuccessful.  Among  the many  uncertainties  inherent  in any gold and  silver
exploration and development program are the location of economic ore bodies, the
development of  appropriate  metallurgical  processes,  the receipt of necessary
governmental  permits and the construction of mining and processing  facilities.
Assuming the discovery of an economic  deposit,  depending on the type of mining
operation involved, several years may elapse from the initial phases of drilling
until  commercial  operations are commenced and,  during such time, the economic
feasibility  of production  may change.  Accordingly,  Levon's  exploration  and
development  programs  may not  result  in any new  economically  viable  mining
operations or yield new mineral reserves to expand current mineral reserves.

Licenses and permits.  Our operations  require licenses and permits from various
governmental  authorities.  We believe that we hold all  necessary  licenses and
permits under  applicable laws and regulations and believe that we are presently
complying in all material  respects with the terms of such licenses and permits.
However,   such   licenses   and  permits  are  subject  to  change  in  various
circumstances.  There can be no  guarantee  that Levon will be able to obtain or
maintain  all  necessary  licenses  and  permits as are  required to explore and
develop our properties,  commence  construction or operate a mining facility and
properties under exploration or development or to maintain continued  operations
that economically justify the cost.

Litigation. Although Levon is not currently subject to litigation, we may become
involved  in  disputes  with other  parties in the  future,  which may result in
litigation.  Any litigation  could be costly and time consuming and could divert
our  management  from our business  operations.  In addition,  if the Company is
unable to resolve  any  litigation  favorably,  it may have a  material  adverse
impact on our financial performance, cash flow and results of operations.

Acquisitions.  We undertake  evaluations of opportunities to acquire  additional
mining  properties.  Any resultant  acquisitions may be significant in size, may
change  the  scale  of our  business,  and  may  expose  us to  new  geographic,
political,  operating,  financial and geological risks. The Company's success in
its  acquisition   activities  depends  on  our  ability  to  identify  suitable
acquisition  candidates,  acquire them on acceptable  terms, and integrate their
operations successfully. Any acquisitions would be accompanied by risks, such as
a significant decline in the price of gold or silver, the ore body proving to be
below expectations,  the difficulty of assimilating the operations and personnel
of any acquired companies, the potential disruption of Levon's ongoing business,
the inability of management to maximize the financial and strategic  position of
Levon through the successful integration of acquired assets and businesses,  the
maintenance  of  uniform  standards,  controls,  procedures  and  policies,  the

                                       9
<PAGE>

impairment of  relationships  with customers and  contractors as a result of any
integration of new management  personnel and the potential  unknown  liabilities
associated  with acquired  mining  properties.  In addition,  we need additional
capital to finance an acquisition.  Historically, Levon has raised funds through
equity financing and the exercise of options and warrants.  However,  the market
prices for natural resources are highly  speculative and volatile.  Accordingly,
instability  in prices  may  affect  interest  in  resource  properties  and the
development of and production from such properties that may adversely affect our
ability to raise capital to acquire and explore resource  properties.  There can
be no assurance  that Levon will be successful in overcoming  these risks or any
other problems encountered in connection with such acquisitions.

Conflict of  interest.  Certain  directors  and  officers of Levon are  officers
and/or directors of, or are associated  with,  other natural resource  companies
that acquire interests in mineral properties. Such associations may give rise to
conflicts  of interest  from time to time.  The  directors  are required by law,
however,  to act honestly and in good faith with a view to the best interests of
the Company and its  shareholders  and to disclose any personal  interest  which
they may have in any material  transaction  which is proposed to be entered into
with the Company and to abstain  from voting as a director  for the  approval of
any such transaction.

Uncertainty of continuing as a going concern.  The  continuation  of the Company
depends upon its ability to attain profitable  operations and generate cash flow
from  operations  and/or  to  raise  equity  capital  through  the  sale  of its
securities.  As a result,  there is uncertainty  about the Company's  ability to
continue as a going  concern.  Levon's  financial  statements do not include the
adjustments  that would be  necessary  if we were  unable to continue as a going
concern.

Limited and volatile  trading volume.  Although the Company's  common shares are
listed on the TSX Venture  Exchange and quoted in the United  States on the Over
the Counter  Bulletin Board, the volume of trading has been limited and volatile
in the past and is likely  to  continue  to be so in the  future,  reducing  the
liquidity  of an  investment  in the  Company's  common  shares  and  making  it
difficult for investors to readily sell their shares in the open market. Without
a liquid market for the Company's common shares, investors may be unable to sell
their  shares at  favorable  times and prices and may be  required to hold their
shares in declining markets or to sell them at unfavorable prices.

Volatility of share price.  In recent years,  securities  markets in Canada have
experienced a high level of price volatility.  The market price of many resource
companies,  particularly  those,  like Levon,  that are  considered  speculative
exploration companies, have experienced wide fluctuations in price, resulting in
substantial losses to investors who have sold their shares at a low price point.
These  fluctuations  are  based  only  in  part  on the  level  of  progress  of
exploration, and can reflect general economic and market trends, world events or
investor sentiment, and may sometimes bear no apparent relation to any objective
factors or criteria.  During the 2005 fiscal year,  the  Company's  common share
price  fluctuated on the TSX Venture  Exchange between a low of $0.06 and a high
of $0.12.  Subsequent to the 2005 fiscal year, the Company's  common share price
has  fluctuated  between  a low of  $0.075  and a high  of  $0.095.  Significant
fluctuations  in the  Company's  common share price is likely to  continue,  and
could potentially increase in the future.

Difficulty for U.S. investors to effect services of process against the Company.
The Company is incorporated  under the laws of the Province of British Columbia,
Canada. Consequently, it will be difficult for United States investors to affect
service of process in the United  States upon the  directors  or officers of the
Company,  or to realize in the United  States upon  judgments  of United  States
courts  predicated  upon civil  liabilities  under the United States  Securities
Exchange  Act of 1934,  as amended.  The majority of the Levon's  directors  and
officers are residents of Canada. A judgment of a U.S. court  predicated  solely
upon  such  civil  liabilities  would  probably  be  enforceable  in Canada by a
Canadian  court  if the U.S.  court  in which  the  judgment  was  obtained  had
jurisdiction,  as  determined  by the Canadian  court,  in the matter.  There is
substantial  doubt whether an original  action could be brought  successfully in
Canada  against any of such persons or the Company  predicated  solely upon such
civil liabilities.

We have  incurred net losses since our  inception and expect losses to continue.
We have not been profitable since our inception. For the fiscal year ended March
31, 2005, we had a net loss of $62,155 and an  accumulated  deficit on March 31,
2005 of $20,228,955.  As the Company is currently at the  exploration  stage and

                                       10
<PAGE>

has no reserves of precious metals,  management  expects the Company to continue
to suffer net losses for the foreseeable future.

There are no assurances that we will discover minerals on a commercially  viable
basis.  Levon's  ability to generate  revenues  and profits is expected to occur
through  exploration,  development and production of our existing  properties as
well  as  through  acquisitions  of  interests  in new  properties.  Substantial
expenditures   will  be  incurred  in  an  attempt  to  establish  the  economic
feasibility   of  mining   operations  by  identifying   mineral   deposits  and
establishing  ore reserves  through  drilling and other  techniques,  developing
metallurgical  processes to extract  metals from ore,  designing  facilities and
planning  mining  operations.  The economic  feasibility of a project depends on
numerous  factors,  including  the  cost of  mining  and  production  facilities
required to extract the desired minerals, the total mineral deposits that can be
mined using a given facility, the proximity of the mineral deposits to a user of
the minerals, and the market price of the minerals at the time of sale. There is
no assurance that existing or future  exploration  programs or acquisitions will
result in the identification of deposits that can be mined profitably.

The Company's exploration  activities are subject to various federal,  state and
local  laws  and  regulations.  Laws and  regulations  govern  the  exploration,
development,  mining,  production,  importing and exporting of minerals;  taxes;
labor  standards;   occupational  health;  waste  disposal;  protection  of  the
environment;  mine safety;  toxic substances;  and other matters. In many cases,
licenses and permits are required to conduct  mining  operations.  Amendments to
current laws and  regulations  governing  operations  and  activities  of mining
companies or more  stringent  implementation  thereof  could have a  substantial
adverse  impact on the Company.  Applicable  laws and  regulations  will require
Levon to make  certain  capital  and  operating  expenditures  to  initiate  new
operations.  Under  certain  circumstances,  we  may be  required  to  stop  our
exploration activities once it is started until a particular problem is remedied
or to undertake other remedial actions.

Market  price is  highly  speculative.  The  market  price of  metals  is highly
speculative and volatile. Instability in metal prices may affect the interest in
mining  properties  and the  exploration,  development  and  production  of such
properties.  If gold prices substantially decline, this may adversely affect our
ability to raise capital to explore for existing and new mineral properties.

The Company  operates in a highly  competitive  industry.  We compete with other
developmental resource companies,  which have similar operations,  and there are
many  competitors  that  have  operations,  financial  resources,  and  industry
experience  greater  than  those  of  Levon's.   We  may  encounter   increasing
competition  from other  mining  companies  in our  efforts  to acquire  mineral
properties  and hire  experienced  resource  industry  professionals.  Increased
competition  in our  business  could  adversely  affect  our  ability to attract
necessary capital funding or acquire suitable producing  properties or prospects
for mineral exploration in the future.

Penny  stock  rules may make it more  difficult  to trade the  Company's  common
shares.  The Securities and Exchange  Commission has adopted  regulations  which
generally  define a "penny  stock" to be any equity  security  that has a market
price of less than  US$5.00 per share or an exercise  price of less than US$5.00
per share,  subject to certain exceptions.  Our securities may be covered by the
penny stock rules,  which  impose  additional  sales  practice  requirements  on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
accredited  investors such as institutions with assets in excess of US$5,000,000
or an  individual  with net  worth in excess of  US$1,000,000  or annual  income
exceeding  US$200,000  or  US$300,000  jointly  with  his  or  her  spouse.  For
transactions  covered  by this  rule,  the  broker-dealers  must  make a special
suitability  determination for the purchase and receive the purchaser's  written
agreement  of the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of  broker-dealers to sell our securities and also affect the
ability of our investors to sell their shares in the secondary market.

The Company is subject to foreign currency fluctuations.  Levon may from time to
time  operate  in more  than one  country  and our  functional  currency  is the
Canadian Dollar.  Our offices are located in Canada,  the majority of our mining
exploration  properties  are  located in  Canada,  and the  Company's  financial
results are reported in Canadian  Dollars.  The Company's  currency  fluctuation
exposure is primarily to the US Dollar and the Canadian Dollar.  The Company has
reported  a  foreign  exchange  loss  of  $Nil  in  fiscal  2005.  We do not use

                                       11
<PAGE>

derivative financial  instruments for speculative trading purposes,  nor does we
hedge our foreign currency  exposure to manage our foreign currency  fluctuation
risk. Fluctuations in and among the various currencies in which we operate could
have a material effect on our operations and our financial results.

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

Item 4.  Information on the Company

Cautionary Note to U.S. Investors

     We describe our properties  utilizing mining  terminology such as "measured
resources" and "indicated  resources" that are required by Canadian  regulations
but are not  recognized by the SEC.  U.S.  investors are cautioned not to assume
that any part of the mineral deposits in these categories will ever be converted
into reserves.

A.   History and Development of the Company

     Levon was  incorporated by Memorandum of Association  under the laws of the
Province  of British  Columbia  on April 9, 1965 under the name Alice Arm Mining
Ltd.  On January  13, 1975 we changed the name from Alice Arm Mining Ltd. to New
Congress  Resources,  and on January 12, 1983  adopted the name Levon  Resources
Ltd.

     We are a natural resource company, primarily engaged in the acquisition and
exploration of natural resource  properties.  Our principal business  activities
have been the  exploration  of  certain  mineral  properties  located in Canada,
specifically  British  Columbia.  Since fiscal 2001 we made aggregate  principal
capital  expenditures  of $104,931 on the  properties  in Canada.  These capital
expenditures  consist  of  $14,470,  which was spent on the  Congress  property,
$72,699 on the Gold Bridge property, and $5,040 on the Wayside property. We also
have  certain  interests in mineral  properties  located in Nevada,  USA.  Since
fiscal 2001 we made aggregate  principal capital  expenditures of $12,723 all of
which were incurred on the Eagle property.

B.   Business Overview

Operations and Principal Activities

     Levon is a Canadian-based  resource  company focusing on gold  exploration.
Our most recent  activities  have been  focused on the Gold Bridge and  Congress
Property,  both located in the  Lillooet  Mining  Division of British  Columbia,
which has  produced  positive  assays for gold through  trenching,  drilling and
sampling.  We continue to focus on these  projects and will remain our principal
focus for the foreseeable future.

     Presently,  Levon  is  an  "exploration  stage  company",  as  all  of  our
properties are currently in the exploratory  stage of  development.  In order to
determine  if a  commercially  viable  mineral  deposit  exists  in  any  of our
properties,  further geological work will need to be done and a final evaluation
based upon the results obtained to conclude economic and legal feasibility.

Significant Acquisitions and Significant Dispositions

     We have no significant acquisitions or dispositions of property, other than
as otherwise disclosed in this Annual Report.

Competition

     The  mining  industry  in  which  we are  engaged  is  highly  competitive.
Competitors  include  well  capitalized  mining  companies,  independent  mining
companies and other companies  having  financial and other resources far greater
than those of Levon's.  The  companies  compete with other  mining  companies in
connection with the acquisition of gold and other precious metal properties.  In
general,  properties with a higher grade of recoverable mineral and/or which are
more readily minable afford the owners a competitive  advantage in that the cost

                                       12
<PAGE>

of  production  of the  final  mineral  product  is  lower.  Thus,  a degree  of
competition exists between those engaged in the mining industries to acquire the
most valuable properties. As a result, Levon may eventually be unable to acquire
attractive gold mining properties.

Seasonality

     Certain of our  operations are conducted in British  Columbia.  The weather
during  the  colder  seasons  in  these  areas  can be  extreme  and  can  cause
interruptions or delays in our operations.  As a result, the preferable time for
activities  in these  regions  is the  spring  and  summer  when  costs are more
reasonable  and  access to the  properties  is  easier.  In the  summer  months,
however,  if the weather has been unusually hot and dry, access to the Company's
properties  may be limited as a result of access  restrictions  being imposed to
monitor the risks of forest fires.

Governmental Regulation

     The current and  anticipated  future  operations of the Company,  including
development activities and commencement of production on its properties, require
permits from various federal, territorial and local governmental authorities and
such  operations  are and will be  governed  by laws and  regulations  governing
prospecting,  development,  mining, production, exports, taxes, labor standards,
occupational health, waste disposal,  toxic substances,  land use, environmental
protection,  mine safety and other matters. Companies engaged in the development
and operation of mines and related  facilities  generally  experience  increased
costs and delays in  production  and other  schedules as a result of the need to
comply with  applicable  laws,  regulations  and permits.  Such  operations  and
exploration  activities are also subject to substantial  regulation  under these
laws by governmental  agencies and may require us to obtain permits from various
governmental  agencies.  We believe we are in  substantial  compliance  with all
material laws and regulations which currently apply to our activities. There can
be no assurance, however, that all permits which we may require for construction
of mining  facilities  and conduct of mining  operations  will be  obtainable on
reasonable terms or that such laws and  regulations,  or that new legislation or
modifications to existing  legislation,  would not have an adverse effect on any
exploration or mining project which we might undertake.

     Failure  to  comply  with  applicable  laws,   regulations  and  permitting
requirements  may result in  enforcement  actions,  including  orders  issued by
regulatory or judicial  authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation
of additional equipment or remedial actions.  Parties engaged in exploration and
mining  operations may be required to compensate  those suffering loss or damage
by reason of the  mining  activities  and may have  civil or  criminal  fines or
penalties imposed for violation of applicable laws or regulations.

     The enactment of new laws or amendments  to current laws,  regulations  and
permits  governing  operations  and  activities  of  mining  companies,  or more
stringent  implementation thereof, could have a material adverse impact on Levon
and cause increases in capital  expenditures or production costs or reduction in
levels of production at producing properties or require abandonment or delays in
the development of new mining properties.

C.   Organizational Structure

     The Company had a wholly-owned subsidiary,  Levon Resources Inc., a Montana
corporation and was dissolved on October 30, 1990.

D.   Property, Plants and Equipment

     We have focused our exploration  activities  during the 2004 fiscal year on
the Gold  Bridge  Claims  (also  known as the "BRX  Claims"),located  in British
Columbia, Canada.

                                       13
<PAGE>

     i)   Congress Property

     Ownership.  The Company owns a 50%  leasehold  interest in 45 claims in the
Lillooet Mining Division,  British Columbia,  and a 5% net smelter royalty.  The
property also covers two additional  claims known as the Howard zone and the Lou
zone which are owned 100% by the Company.

     Property  Description and Location.  The Congress  property  consists of 45
claims including 8 crown grants, 13 mineral leases and 24 mineral claims located
in the  Lillooet  Mining  Division,  British  Columbia,  Canada.  The claims are
located in the Bridge  River gold  district of British  Columbia.  Access to the
property  from  Vancouver,  British  Columbia is via Highway 99 to  Lillooet,  a
distance of approximately  254 kilometers,  and then an additional 70 kilometers
on gravel access road to the community of Gold Bridge. Access on the property is
possible on a number of cat trails built by the Company and previous  operators,
A  four-wheel  drive  vehicle  is usually  necessary  to access all roads on the
property.

     History.  The mineral  claims  were  purchased  from a company  with common
directors and are subject to a Joint Venture  Agreement  dated February 25, 1983
between Levon and Veronex Resources Ltd.  ("Veronex").  Veronex has earned a 50%
net interest in the claims,  net of a 5% net smelter  royalty held by Levon,  by
expending  $1,000,000  in a prior  year.  Under the  terms of the joint  venture
agreement,  the  operator of the joint  ventures is Congress  Operating  Ltd., a
British Columbia company equally owned by the Company and Veronex.  The operator
reports to the management  committee which consists of two representatives  from
each the Company and Veronex.  Each party is equally responsible for expenses of
the joint  ventures.  In the event that a party is unable to pay its  portion of
expenses,   such  party's  interest  in  the  joint  venture  will  be  diluted.
Exploration  under the Joint  Venture  ceased in early 1989.  During this fiscal
year, due to a lack of funds, the Company did not conduct an exploration program
on this project.

     The Congress  property has had considerable past work, both underground and
surface  over a number of years.  During the 2005 fiscal  year,  we completed an
initial  two-phase  program of mineral  exploration  on the property.  Phase one
consisted of approximately  120 metres of trenching in six trenches.  Trenches 1
to 3 were to sample  new  showings  but did not  expose  any  mineralization  of
economic  interest.  Trenches 4 and 5 exposed a massive stibnite vein grading up
to 5.9 g/t of gold over 1.6 metres.  This Vein is the northern  extension of the
Congress  Vein which is exposed 250 metres to the south.  Trench #6 extended the
1988 trench #18 to the west and  exposed the Lou Zone 175 metres  further to the
north.  Phase Two  consisted of 820.5 metres of NQ diamond  drilling to test the
down plunge extension of gold mineralization outlined in the Upper Howard drift.
These holes were drilled to test an area  approximately  100 metres north of the
face of the Lower Howard drift. The mineralization can be seen to extend to this
depth with wide zones, greater than 10 metres true width,  intersected.  A table
of significant results appears below:

Drill Hole    Intersection (metres)   Estimated True width  Grade Gold g/t Zone
C-04-01       (-60(degree))   135.2-137.2      1.85m    3.4     West Howard
                              153.2-154.2      0.93m    2.2     Howard
                              154.2-155.2      0.93m    3.7     Howard
                              224.0-225.5      1.39m    1.9     East Howard
                              255.4-256.0      0.56m    2.5     Far East Howard
C-04-02       (-60(degree))   141.8-142.4      0.56m    1.2     West Howard
                              154.0-155.5      1.39m    1.2     Howard
                              155.5-157.0      1.39m    2.4     Howard
                              158.5-159.5      0.93m    2.4     Howard
                              160.7-162.1      1.30m    1.5     Howard
                              162.1-164.3      2.04m    1.5     Howard
C-04-03       (-80(degree))   150.3-151.5      0.80m    1.13    West Howard
                              154.7-155.5      0.54m    1.33    West Howard
                              166.7-167.3      0.40m    1.13    West Howard
                              177.2-178.0      0.54m    12.14   Howard
C-05-04       (-80(degree))   152.1-153.0      0.60m    7.93    West Howard
                              160.2-161.6      0.97m    1.37    West Howard

                                       14
<PAGE>

Further  trenching  was carried out in 2005 and directed at stripping an area of
the Lou Zone where  surface  enrichment  has taken place in order to carry out a
bulk metallurgical test. Two areas 10 metres wide and,  respectively,  22 and 10
metres long have been stripped.  Samples have been taken at one metre  intervals
along lines run every two metres across the  mineralized  zone. The  mineralized
zone is  approximately  eight  metres wide in this area,  with the central  four
metres  averaging 10 g/t gold or better.  A 40 kilogram  sample of this material
has been sent to Process Research  Associates for initial testing.  The material
is  highly  oxidized  and  fractured  and  could be mined by  excavator  without
blasting.  This  oxidised  material  only  extends for about three  metres below
surface with drill holes below this returning values in the two to five g/t gold
range. If metallurgical  testing  indicates the oxidized material can be treated
at the nearby  Bralorne  mill,  the plan is to mine and stockpile  approximately
1,000  tonnes  of this  material  at the mill and run it  through  as a batch to
better  asses  recoveries.  There are 2,000  tonnes  of the  oxidized,  enriched
material in sight with a conceptual  resource of about 10,000 tonnes  total.  In
the  process  of  road  rehabilitation  and  reclamation  a new  zone  has  been
discovered,  named "Golden Ledge".  This zone is 1.4 kilometres due north of the
Howard  workings  on the  south  side of the Gun Creek  canyon  and might be the
northern  extension of the Howard structure.  The zone is 1.2 to 1.5 metres wide
and has returned  assays to 14.0 g/t gold over 1.2 metres.  Drilling was carried
out on the newly  discovered  Golden Ledge  showing and  intersected  3.9 metres
assaying 5.14 g/t gold on the first hole drilled. This program was followed by a
second phase of mechanized trenching and drilling.  The drilling started on June
11th , 2005 and only the first hole, GL-05-1, has been completed and is reported
on here.  Drill testing of the Golden Ledge target  commenced June 11, 2005. The
first hole, GL-05-1, drilled at 90(degree) to the strike of the shear zone at an
inclination of  -45(degree),  intersected 3.9 metres assaying 5.14 g/t gold. The
shear zone is an altered quartz stockwork zone hosted in basic volcanics.

The  Golden  Ledge  shear  zone  trends  east-west  and  appears  to be  dipping
approximately  70(degree) to the south where intersected.  The true width of the
zone is calculated to be 1.65 metres where intersected.  These assays are viewed
by management as being very encouraging for the first hole on a new showing.

     Proposed Work Program.  Further drilling is currently planned to expand the
known extent of the  mineralization.  On  completion of the drill  program,  all
mineral  resources on the property will be  recalculated  in compliance  with NI
43-101. Further development plans will be made based on a scoping study of those
resources.  Metallurgical  testing  of Lou Zone  material  by  Process  Research
Analysis is ongoing.  Initial  leach tests of oxidized  Lou Zone  material  show
greater  than 90% of the gold can be  recovered  using a  conventional  leaching
systems.

     ii)  Gold Bridge Property (also known as the "BRX Claims")

     Ownership.  We own a 50%  interest in 74 mineral  claims in the Gold Bridge
area, in the Lillooet Mining Division, British Columbia.

     Property Description and Location.  The Gold Bridge Property consists of 74
mineral claims located in the Lillooet Mining Division of British Columbia.  The
property is access from Vancouver,  British Columbia via Highway 99 to Lillooet,
a distance of approximately  254 kilometers and then an additional 70 kilometers
on gravel access road to the community of Gold Bridge.  A four-wheel  vehicle is
usually necessary to access all roads on the property.

     History. During the year ended March 31, 2002, the expenditures relating to
the claims were  written down  resulting in a charge of $118,179 to  operations.
The claims remain in good standing until December 2008. On December 17, 2002, we
entered  into an option  agreement  with Mill Bay Ventures  Inc.  ("Mill Bay") a
company  related by common  directors,  whereby we granted Mill Bay an option to
acquire an undivided 50% interest in the Gold Bridge claims as follows:

     (a)  Incurring  $100,000 of expenditures  on the property,  and issuance of
          100,000  common shares of Mill Bay to Levon on or before  December 17,
          2003;

     (b)  Incurring an additional $100,000 of expenditures on the property,  and
          issuance of another  100,000  common shares of Mill Bay to Levon on or
          before December 17, 2004; and

                                       15
<PAGE>

     (c)  Incurring an additional $100,000 of expenditures on the property,  and
          issuance of another  100,000  common shares of Mill Bay to Levon on or
          before December 17, 2005.

     On  September  1, 2003,  the option  agreement  was  amended  such that the
$100,000 in expenditures and the 100,000 common shares due on or before December
17, 2003 was deferred until December 17, 2004.

     During the fiscal year a drill program was carried out on the property with
Mill Bay  contributing  50% of the  cost.  The  purpose  of the  program  was to
investigate  the California vein on strike for about 1,500 ft. All nine holes in
the  program  intersected  the vein.  The best result was in the DDH 03 - CAL-05
hole,  0.158  oz/t - Au over  18.51 ft.  including  0.27 oz/t - Au over 6.2 ft..
Subsequent to the fiscal year,  the Company  drifted on the vein to evaluate the
ore grade and continued diamond drilling at a cost of $196,285.

     Subsequent to the year, Mill Bay earned the 50% interest in the property by
incurring  the  required  exploration  on the property and issuing to us 300,000
common shares in the capital of Mill Bay.







                                       16
<PAGE>


     Proposed Work Program.  We have no current  plans for  exploration  on this
property.

     iii) Eagle Property

     Ownership.  The Eagle  property is 50% by the and was acquired in 1996 when
Levon  satisfied  the terms of an Option  Agreement  dated May 19, 1993  between
Levon and  Coral  Resources  Inc.  ("Coral  Resources")  a wholly  owned  Nevada
subsidiary  of Coral  Gold  Resources  Ltd.  formerly  known as Coral Gold Corp.
("Coral Gold"). The cost of exercising the option was the payment of $10,000 and
the issuance of 100,000  Common  Shares of the Company to Coral  Resources.  The
property  is subject to a 3% net  smelter  royalty to Geomex  Development  Eight
Partnership  ("Geomex  8) which  royalty  shall cease at such time as the sum of
US$1,250,000 has been paid to Geomex 8. Coral Gold is a public company which has
three directors in common with Levon.

     Property Description and Location. This property consists of 46 lode claims
(approximately  646  acres),  known as the Eagle 15 to 50 and Eagle 53 to 61 and
are located in Corral Canyon, in Lander County,  Nevada.  Access to the property
is through Elko,  Nevada,  a regional mining supply center,  via Highways 80 and
306, a  distance  of  approximately  90  kilometers  and then an  additional  13
kilometers  on a gravel  access road from the  community of Crescent  Valley.  A
four-wheel  drive  vehicle  is  usually  necessary  to  access  all roads on the
property. There is no underground or surface plant or equipment on the property,
nor any known body of commercial ore.

     History. We have not conducted exploration on the Eagle property since 1997
when a surface geophysical  exploration program was conducted.  In 2002, when it
was decided that Levon would not be planning  further work on the property,  the
property was written down to a nominal  value of $1 by a charge to operations of
$232,170.  Although we no plans to further  explore the property we keep them in
good standing by paying our 50% of the cost  (approximately  $3,500 annually) in
holding fees and taxes with the intent of selling the property, if and, when the
opportunity presents itself. In fiscal 2002

     Proposed Work Program. There are no plans to further explore this property.

     iv)  Ruff and Norma Sass Property

     Ownership.  Levon  owns a  33.33%  interest  in the  Ruff  and  Norma  Sass
property. During the fiscal year Levon granted Agnco-Eagle Mines Ltd. ("AGE") an
option to purchase Levon's 33.33% interest in the property, subject to a royalty
as described below.

     Property  Description  and  Location.  The  property  consists of 37 mining
claims and is located in the state of Nevada.  To Access the property from Elko,
Nevada,  is via Highways 80 and 306, a distance of approximately  102 kilometers
to the community of Crescent Valley and then 19 kilometers  south on highway 306
to Ruf and  approximately  25  kilometers  south on highway 306 to Norma Sass. A
four-wheel  drive  vehicle  is  usually  necessary  to  access  all roads on the
property.

                                       17
<PAGE>

     History. In September 1995, the Company entered into option agreements with
Coral Resources to acquire a 50% interest in 54 mineral claims located in Lander
County,  Nevada known as the Ruf and Norma Sass  properties  (the  "Agreement").
Under the terms of the  Agreement,  Levon paid $50,000  U.S. and issued  100,000
common  shares.  In order to exercise  the option,  Levon was  required to incur
minimum  expenditures  of  $400,000  U.S.  in  exploration  expenditures  on the
property on or before  December 31,  2000,  and issue a further  300,000  common
shares. The Agreement was subject to an Option Agreement between Coral Resources
and Amax Gold Inc., or their  successors,  dated May 16, 1995 whereby Amax could
purchase up to a 61% interest in the properties  (the  "Option").  In 1997, Amax
assigned the Option to Placer Dome U.S.  Inc.  ("Placer")  and on July 11, 1997,
Placer  exercised the Option and received a 61% interest in the  property.  As a
result,  the Company and Coral Resources entered into a First Amending Agreement
to provide for cash payments in lieu of  exploration  expenditures.  In February
2000, the Company and Coral Resources further amended the Agreement, whereby the
option was reduced from a 19.5% to a 15% interest in the  property.  On December
31, 2000, Coral Resources' Agreement with Placer was terminated,  leading to the
automatic  termination of all Amending  Agreements  with the Company.  Effective
December  31, 2000,  Levon and Coral  Resources  entered into a Fourth  Amending
Agreement  whereby Levon received an option to earn an undivided  19.5% interest
in the  property  by  incurring  $251,140  of  expenditures  on the  property by
December 31, 2002 and issuing to Coral Resources  100,000 common shares.  During
the year ended March 31, 2002,  the Fourth  Amending  Agreement  expired and, as
such,  we  failed to earn an  undivided  19.5%  interest  in the  property.  The
property  expenditures  relating to the claims were written down  resulting in a
charge to operations of $350,292.  After  negotiations with Coral Resources,  we
received  from Coral  Resources an undivided  one-third  interest in the Ruf and
Norma Sass  properties  in  recognition  of the prior year  payments by Levon to
Coral  Resources  of $350,292  and the prior year  issuances  of 300,000  common
shares in Levon.

     During  fiscal year,  2005,  Coral  Resources and Levon  (collectively  the
"Companies")  entered into an Agreement  with  Agnico-Eagle  Mines Ltd.  ("AGE")
wherein the  Companies  granted AGE an option to purchase  100%  interest in the
property,  subject to a 2.5% royalty to the Companies,  in  consideration of the
following  minimum  advance  royalty  payments  (in US dollars) and minimum work
commitments:

      Execution of the Agreement
      (October 12, 2004)                 $ 25,000        13,000 feet of drilling
      First anniversary                  $ 30,000        15,000 feet of drilling
      Second anniversary                 $ 50,000        17,000 feet of drilling
      Third anniversary                  $ 75,000
      Fourth anniversary                 $ 75,000
      Fifth anniversary                  $150,000

     Under the terms of the Agreement, AGE is committed to drilling a minimum of
13,000 feet on the property. Upon making the second and third years' anniversary
advance  royalty  payments,  AGE will be obligated  to complete  the  associated
minimum  work  commitment  for that  year.  After the third  anniversary,  or at
anytime after the completion of at least 45,000 feet of drilling,  AGE will have
earned a 51% interest in the property.

     AGE can earn an additional 24% by providing the funds to acquire the leased
claims from the underlying  owners and the remaining 25% by producing a positive
feasibility study and making a positive production decision.

     At the fifth anniversary and every year thereafter until production occurs,
the advance  royalty  payment  will be $150,000 per annum.  All advance  royalty
payments will be credited towards AGE's payment of a royalty of 2.5% net smelter
returns from production to the Companies. AGE has reserved the right to purchase
1% of this net smelter returns royalty (to reduce the royalty to Coral and Levon
to 1.5%) for a cash payment of U.S. $1million .

     In light of our minority  interest,  we have not carried out an exploration
program on these claims.

     Proposed Work Program.  We have no plans to carry out  exploration on these
claims.

                                       18
<PAGE>


     v)   Wayside Property

     Ownership.  In 1997 Levon  acquired a 100%  interest 27 mineral  claims for
$5,000.

     Property  Description  and Location.  The Wayside claims are located in the
Lillooet Mining Division,  British Columbia,  Canada.  Access to the claims from
Vancouver  is via  Highway 99 to  Lillooet,  a  distance  of  approximately  254
kilometers  and then an  additional  70  kilometers on gravel access road to the
community of Gold Bridge.  Access on the property is possible on a number of cat
trails built by us and previous operators, A four-wheel drive vehicle is usually
necessary to access all roads on the property.

     History. We have not conducted  exploration on these claims, nor do we have
future  plans to, but we consider the property of merit and continue to maintain
the claims in good standing.  The acquisition and maintenance  costs incurred on
the property  were  written  down on March 31, 2002 to nominal  value of $1 by a
charge to operations of $42,119.

     Proposed Work Program. We have no current plans to explore these claims.

Item 5. Operating and Financial Review and Prospects

     This  discussion  and analysis of the  operating  results and the financial
position of the Company for the years ended March 31, 2004, 2003 and 2002 should
be read in  conjunction  with  the  consolidated  financial  statements  and the
related notes attached hereto.

A.  Operating Results

     Our principal  business  activities are the  exploration and development of
mineral  properties.  We are in the  process of  exploring  and  developing  our
mineral  properties  and  have not yet  determined  whether  any of our  mineral
properties  contain  ore  reserves  that  are  economically   recoverable.   The
recoverability  of amounts shown for mineral  properties  is dependent  upon the
discovery of economically  recoverable  ore reserves in the mineral  properties,
our  ability  to  obtain  the  necessary  financing  to  complete   development,
confirmation  of our interest in the  underlying  mineral  claims and leases and
future profitable  production or sufficient proceeds from the disposition of its
mineral  properties.  We continue to investigate new exploration  opportunities,
and we carry out mineral  exploration on properties  identified by management as
having  favorable  exploration  potential.  Interests  in  such  properties  are
acquired in various  ways.  In some cases,  through our own efforts,  by staking
mineral  claims or  acquiring  exploration  permits.  In other  cases we acquire
interests in mineral properties from third parties.  An acquisition from a third
party is typically made by way of an option  agreement,  which requires Levon to
make specific  option  payments and to incur a specified  amount of  exploration
costs on the  property.  Once  Levon  has  incurred  the  specified  exploration
expenditures,  the parties will enter into a joint venture  requiring each party
to contribute  towards future  exploration and development  costs,  based on its
percentage  interest in the property,  or suffer  dilution of its  interest.  We
advance our projects to varying degrees by prospecting,  mapping, geophysics and
drilling.  Once a property is determined to have limited exploration  potential,
the  property  is  abandoned  or sold.  In cases where  exploration  work on the
property  reaches a stage where the expense and risk of further  exploration and
development  are too  high,  we may seek a third  party to earn an  interest  by
furthering  development.  Optioning  a property  to a third  party  allows us to
retain an interest in further  exploration  and  development  while limiting its
obligation  to commit a large amount of capital to any one project.  The mineral
exploration  business is high risk and most exploration projects will not become
mines.

Current Operations

     Levon holds certain  interest in mineral claims located in Nevada,  USA and
in British Columbia, Canada.

                                       19
<PAGE>

     In Nevada,  USA, we hold interests in two separate mineral  properties both
of which are located in Lander  County.  They are as follows:  (a) Eagle  Claims
consisting  of a 50%  interest in 26 lode mining  claims;  and (b) Ruf and Norma
Sass Property  consisting  of a 33.33%  interest in 54 mineral  claims.  Both of
these  properties were written down in prior years to nominal value of $1.00 and
no exploration was conducted in the year.

     In British Columbia, we have interests in three separate mineral properties
all of which are located in the  Lillooet  Mining  Division as follows:  (i) the
Congress Claims  consisting of a 50% leasehold  interest in 46 claims;  (ii) the
Gold Bridge Claims  consisting of a 100%  interest in 74 mineral  claims;  (iii)
Wayside Claims consisting of 100% interest in 24 mineral claims. Exploration has
been carried out in the year on both the Congress and Gold Bridge Claims.

Year in Review

From  October 23, 2003 to February  15,  2005,  in  accordance  with TSX Venture
Policy 2.5, the Company's  listing was  transferred  to the NEX board (a trading
system designed for companies that did not meet the minimum listing requirements
for a TSX  Venture  Tier 2 listing.  As a  consequence  of the down grade of our
listing,  the Company was subject to restrictions on share issuances and certain
types of  payments.  Following a  reactivation  plan carried out in fiscal 2005,
which  included a financing  and a shares for debt  settlement,  the listing was
upgraded to the TSX Venture Exchange Tier 2.

During the year, a nine-hole diamond drilling program was carried out to explore
the California  vein on the BRX property.  All nine holes  intersected the vein.
The  purpose of the drill  program was to  investigate  the  California  vein on
strike for about 1500 ft.  Following this program,  Mill Bay elected to continue
exploring the property without the Company's full  participation in an effort to
incur the required exploration expenditures pursuant to the BRX Agreement.

Subsequent to the year, Levon completed an initial  two-phase program of mineral
exploration on the Congress  Property.  Phase one consisted of approximately 120
metres of trenching in six trenches. Trenches 1 to 3 were to sample new showings
but did not expose any  mineralization  of economic  interest.  Trenches 4 and 5
exposed a massive  stibnite  vein grading up to 5.9 g/t of gold over 1.6 metres.
This Vein is the northern  extension  of the Congress  Vein which is exposed 250
metres to the  south.  Trench #6  extended  the 1988  trench #18 to the west and
exposed the Lou Zone 175 metres  further to the north.  Phase Two  consisted  of
820.5  metres of NQ diamond  drilling to test the down plunge  extension of gold
mineralization  outlined in the Upper Howard drift.  These holes were drilled to
test an area  approximately  100  metres  north of the face of the Lower  Howard
drift. The  mineralization  can be seen to extend to this depth with wide zones,
greater than 10 metres true width,  intersected.  Underground development in the
Lower Howard adit is being  planned for this summer.  In  conjunction  with this
work, diamond drilling will be carried out to better define the resources in the
Lou Zone.

                                       20
<PAGE>


Subsequent  to  the  year,  Coral  Gold  Corp.  and  Levon   (collectively   the
"Companies")  entered into an Agreement with  Agnico-Eagle  Mines Ltd.,  ("AGE")
wherein the Companies granted AGE an option to purchase 100% interest in the Ruf
and Norma Sass  Property  in  consideration  of the  following  minimum  advance
royalty payments (in US dollars) and minimum work commitments:

      Execution of the Agreement
        (October 12, 2004)              $ 25,000       13,000 feet of drilling
      First anniversary                 $ 30,000       15,000 feet of drilling
      Second anniversary                $ 50,000       17,000 feet of drilling
      Third anniversary                 $ 75,000
      Fourth anniversary                $ 75,000
      Fifth anniversary                 $150,000

Under the terms of the  Agreement  AGE is  committed  to  drilling  a minimum of
13,000 ft on the Property.  Upon making the second and third year's  anniversary
advance  royalty  payments,  AGE will be obligated  to complete  the  associated
minimum  work  commitment  for that  year.  After the third  anniversary,  or at
anytime after the  completion  of at least 45,000 ft of drilling,  AGE will have
earned  a 51%  interest  in the  Property.  AGE can  earn an  additional  24% by
providing the funds to acquire the leased claims from the underlying  owners and
the  remaining  25% by  producing  a  positive  feasibility  study and  making a
positive production decision. At the fifth anniversary and every year thereafter
until production occurs, the advance royalty payment will be $150,000 per annum.
All advance royalty payments will be credited towards AGE's payment of a royalty
of 2.5% net smelter returns from  production to the Companies.  AGE has reserved
the right to  purchase  1% of this net  smelter  returns  royalty (to reduce the
royalty to Coral and Levon to 1.5%) for cash payment of USD$1.0 million.

Fiscal year ended March 31, 2004 compared to fiscal year ended March 31, 2003

The  Company  reported a loss for the year  ended  March 31,  2004 of  $179,729.
During  the year the  Company  capitalized  $46,230 in  expenditures  on the BRX
mineral  claims  relating  to the  drilling  program  discussed  above.  Current
accounts  payable  declined  by  $161,253  during  the year while long term debt
increased  by the same  amount.  This  change  is a result  of  related  parties
deferring  payment of outstanding debts until July 1, 2005. The Company plans to
settle these amounts by the issuance of common shares.

The Company  issued  3,136,000  units  (shares and warrants) in the year for net
proceeds of $299,100  resulting in an increase in capital stock from $20,027,819
at March 31, 2003 to  $20,326,919 at March 31, 2004 and increasing the number of
common  shares  issued from  17,414,508 at March 31, 2003 to 20,551,058 at March
31, 2004.

The net loss for the year ended March 31,  2004 of $179,729  was 36% higher than
the loss in the previous  fiscal year. The Company had no operating  revenues in
either years.  The Company  charged to operations a write-down of its investment
in resource  properties  of $6,508  relating to holding fees on the Congress and
Eagle claims compared to $10,363 the previous year. Although the Company carries
these  properties  at nominal  $1, the  carrying  value is not a  reflection  of
Management's  assessment of the value of these  properties  but is an accounting
procedure that is triggered when the Company does not intend,  or have plans, to
future develop the property.

Administrative  losses  for the year were  $173,221  compared  to  $119,641  the
previous year, 2003. The significant increase in expenses when comparing the two
years  was due to an  increase  in  consulting  and  professional  fees,  office
expenses, and travel expenses. Professional and consulting fees increased by 94%
when compared to the 2003 fiscal year.  Profession fees includes legal, auditing
and  accounting.  Legal fees increased as a result of the costs  associated with
the review and filing of the Company's Annual Information Form.  Accounting fees
increased  due to the increase in costs  associated  with meeting the  financial
reporting requirements.  Consulting fees increase by 75% from $30,000 to $52,500
as a result of retaining  consultants to manage the day-to-day operations of the
Company.  Office expenses increased by 57% as a result of an increase in support
staff and office leased equipment.

                                       21
<PAGE>

Fiscal year ended March 31, 2003 compared to fiscal year ended March 31, 2002

In the twelve months ended March 31, 2003 total assets increased from $85,122 at
March 31, 2002 to $184,082  at March 31, 2003 upon the  completion  of an equity
financing which netted the treasury $157,500.  Levon issued 3,025,000 units at a
price of $0.10 per unit (common  share and warrant)  resulting in an increase in
share capital from  $19,727,819  at March 31, 2002 to  $19,727,819  at March 31,
2003 and the number of common  shares  issued from  14,389,508  to 17,414,508 at
March 31,  2003.  Liabilities  increased  from  $212,410  at March  31,  2002 to
$285,834  March 31,  2003.  The increase in  liabilities  is a result of related
parties  deferring  payment  of their  fees and  expenses  until the  company is
re-financed. The amount deferred in 2003 was $267,328 (2002: $187,359).

Investment in and Expenditures on Resource  Properties remained at $6, unchanged
from the previous fiscal year.

The Company  reported a net loss for the year ended March 31, 2003 of  $131,964.
The Company had no operating  revenues  during the year. The Company  charged to
operations a write-down  of its  investment  in resource  properties  of $10,363
relating to land  holding  fees on the  Congress and Eagle claims and wrote down
its investment in securities by $1,960 to reflect the current market value.

Administrative  loss for the year ended  March 31, 2003 was  $120,366  which was
relatively consisant with the prior fiscal year where the expense was $113,163.

Government Regulation

     We are  subject to various  federal  and  provincial  laws and  regulations
including environmental laws and regulations.  Environmental regulations impose,
among other things, restrictions, liabilities and obligations in connection with
the generation, handling, use, storage,  transportation,  treatment and disposal
of hazardous  substances and waste and in connection  with spills,  releases and
emissions of various  substances to the  environment.  Environmental  regulation
also requires  that  facility  sites and other  properties  associated  with our
operations be operated, maintained,  abandoned and reclaimed to the satisfaction
of applicable regulatory authorities.  In addition, certain types of operations,
including  exploration and development  projects and changes to certain existing
projects,  may require the  submission  and  approval  of  environmental  impact
assessments or permit applications. Compliance with environmental regulation can
require significant expenditures,  including expenditures for clean up costs and
damages  arising  out of  contaminated  properties  and  failure to comply  with
environmental  regulations  may result in the imposition of fines and penalties.
We believe that we are in substantial compliance with such laws and regulations.
However,  such laws and regulations may change in the future in a manner,  which
will increase the burden and cost of compliance.

     Certain laws and  governmental  regulations may impose  liability on us for
personal injuries,  clean-up costs,  environmental damages and property damages,
as well as  administrative,  civil and criminal  penalties.  We maintain limited
insurance coverage for sudden and accidental  environmental  damages, but do not
maintain  insurance  coverage  for the full  potential  liability  that could be
caused by sudden and accidental  environmental  damage.  Accordingly,  we may be
subject to liability or may be required to cease  production  from properties in
the event of such damages.

B.   Liquidity and Capital Resources

     At this time, the Company has no operating revenues and does not anticipate
having any operating revenues until the Company is able to find, acquire,  place
in production  and operate a resource  property.  Historically,  the Company has
raised funds through  equity  financing and the exercise of options and warrants
to fund  its  operations.  The  market  price of  natural  resources  is  highly
speculative  and  volatile.  Instability  in prices may affect the  interest  in
resource  properties and the development of and production from such properties.
This may adversely affect the Company's  ability to raise capital to acquire and
explore  resource  properties.  At March 31,  2004,  we had  working  capital of
$208,861.  We will need to re-finance to maintain current operations and explore
our properties.
                                       22
<PAGE>

     Our  financial  statements  are prepared in  accordance  with Canadian GAAP
which has several notable  differences  from US GAAP.  Canadian GAAP permits the
deferral of acquisition and exploration costs,  subject to periodic  adjustments
for  impairment,  whereas US GAAP  requires  that such costs be  expensed in the
period incurred. Canadian GAAP also requires that investments available for sale
be  recorded  at the lower of cost and  market  with  long-term  investments  in
marketable securities being written down to market when impairment is considered
other than temporary,  in which case the written down value becomes the new cost
base. US GAAP requires  investments  available for sale to be recorded at market
and unrealized holding gains or losses to be charged to comprehensive  income or
loss. See. Note 13 to the financial  statements  which sets out a reconciliation
between Canadian and US GAAP.

C.   Research and Development, Patents and Licenses, etc.

     As we are a mineral  exploration  company with no research and development,
the information required by this section is inapplicable.

D.   Trend Information

     As we  are a  mineral  exploration  company  with  no  currently  producing
properties, the information required by this section is not applicable.

E.   Off-balance sheet arrangements

     There are no off-balance sheet arrangements.

F.   Tabular disclosure of contractual obligations

     As at March 31, 2004, Levon had the following contractual obligations:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                            Total            < 1 year         1-3 years          3-5 years        More than 5 years
                            -----            --------         ---------          ---------        -----------------
Accounting and
Administrative                -                 -                 -                  -                    -
Contract
Total                         -                 -                 -                  -                    -


</TABLE>

                                       23
<PAGE>


G.   Safe Harbor

     Certain  statements in this Annual Report,  including those appearing under
this Item 5, constitute  "forward-looking  statements" within the meaning of the
United States Private  Securities  Litigation Reform Act of 1995, Section 21E of
the United States Securities  Exchange Act of 1934, as amended,  and Section 27A
of  the  United  States  Securities  Act  of  1933,  as  amended.  Additionally,
forward-looking statements may be made orally or in press releases, conferences,
reports,  on our website or  otherwise,  in the future,  by us or on our behalf.
Such  statements  are generally  identifiable  by the  terminology  used such as
"plans",   "expects",   "estimates",    "budgets",   "intends",   "anticipates",
"believes", "projects",  "indicates", "targets", "objective", "could", "may", or
other similar words.

     The  forward-looking  statements are subject to known and unknown risks and
uncertainties  and  other  factors  that may  cause  actual  results,  levels of
activity and  achievements to differ  materially from those expressed or implied
by such  statements.  Such factors  include,  among  others:  market  prices for
metals;  the  results  of  exploration  and  development  drilling  and  related
activities; economic conditions in the countries and provinces in which we carry
on business,  especially economic slowdown;  actions by governmental authorities
including  increases in taxes,  changes in environmental and other  regulations,
and  renegotiations of contracts;  political  uncertainty,  including actions by
insurgent  groups or other  conflict;  the  negotiation  and closing of material
contracts;  and the other  factors  discussed in Item 3 Key  Information - "Risk
Factors",  and in other  documents  that we file with the SEC. The impact of any
one factor on a particular  forward-looking  statement is not determinable  with
certainty as such factors are interdependent  upon other factors;  our course of
action  would  depend  upon  our  assessment  of  the  future   considering  all
information  then  available.  In  that  regard,  any  statements  as to  future
production levels; capital expenditures;  the allocation of capital expenditures
to exploration  and  development  activities;  sources of funding of our capital
program;  drilling;   expenditures  and  allowances  relating  to  environmental
matters;  dates by which certain areas will be developed or will come on-stream;
expected  finding and  development  costs;  future  production  rates;  ultimate
recoverability of reserves;  dates by which  transactions are expected to close;
cash flows; uses of cash flows;  collectability of receivables;  availability of
trade credit; expected operating costs;  expenditures and allowances relating to
environmental  matters;  debt levels;  and changes in any of the  foregoing  are
forward-looking statements, and there can be no assurances that the expectations
conveyed by such forward-looking statements will, in fact, be realized.

     Although we believe that the expectations  conveyed by the  forward-looking
statements are reasonable based on information  available to us on the date such
forward-looking  statements  were made, no assurances  can be given as to future
results, levels of activity, achievements or financial condition.

     Readers  should not place undue reliance on any  forward-looking  statement
and should  recognize  that the statements  are  predictions of future  results,
which may not occur as anticipated.  Actual results could differ materially from
those anticipated in the forward-looking statements and from historical results,
due to the risks and  uncertainties  described  above, as well as others not now
anticipated.  The foregoing statements are not exclusive and further information
concerning  us,  including  factors that could  materially  affect our financial
results,   may  emerge   from  time  to  time.   We  do  not  intend  to  update
forward-looking  statements to reflect  actual  results or changes in factors or
assumptions affecting such forward-looking statements.

                                       24
<PAGE>

Item 6.  Directors, Senior Management and Employees

A.   Directors and Senior Management

     The following is a list of our directors and senior  management as at March
31, 2004. The directors were  re-elected by the  Shareholders  on August 3, 2005
and are elected for a term of one year,  which term  expires at the  election of
the directors at the next annual meeting of shareholders.

<TABLE>
<CAPTION>
<S>       <C>                              <C>                                                         <C>


Name and Present Position
with the Company                     Principal Occupation                                    Director/Officer Since
----------------                     --------------------                                    ----------------------

ERNEST CALVERT(1)                    Director of four other public companies; (Bralorne         July 27, 1990
Director                             Gold Mines Ltd., formerly Bralorne-Pioneer Gold Mines
                                     Ltd., Coral Gold Resources Ltd., formerly Coral Gold
                                     Corp., Levon Resources Ltd, and Cresval Capital Corp)

WILLIAM C. GLASIER                   Director of four other public companies (Avino Silver      May 22, 1990
Director                             & Gold Mines Ltd., Bralorne Gold Mines Ltd., formerly
                                     Bralorne-Pioneer Gold Mines Ltd., Coral Gold
                                     Resources Ltd., formerly Coral Gold Corp., and Mill
                                     Bay Ventures Inc.)


ANDREA D. REGNIER                    President of Dawn Pacific Management Ltd.; Secretary       August 16, 1995
Director, Secretary and Chief        of Wellstar Energy Corp.
Financial Officer

FLORIAN RIEDL-RIEDENSTEIN            Independent Financial Consultant; Director of Coral        April 4, 1996
Director                             Gold Resources Ltd. (formerly Coral Gold Corp.)


LOUIS WOLFIN                         Director of five other public companies (Chief             January 2, 1992
Director, Chairman of the Board      Executive Officer of Bralorne Gold Mine Ltd.,
and Chief Executive Officer          formerly Bralorne-Pioneer Gold Mines Ltd., Berkley
                                     Resources Inc., Coral Gold Resources Ltd., formerly
                                     Coral Gold Corp., Levon Resources Ltd, and Cresval
                                     Capital Corp.)

(1) Mr. Calvert resigned effective July 15, 2005.
</TABLE>



                                       25
<PAGE>

B.   Compensation

     Our Directors have not been paid fees or other cash  compensation  in their
capacity as  directors  nor are there any  arrangements,  presently  or planned,
standard or  otherwise,  pursuant to which our current  directors are or will be
compensated for their services in their capacity as directors,  or for committee
participation, or involvement in special assignments.  However we will reimburse
our Directors for actual  expenses  reasonably  incurred in connection  with the
performance  of  their  duties  as  directors  and  certain   directors  may  be
compensated  for services as consultants  or experts.  Subsequent to this fiscal
year, on April 6, 2005, the Directors,  Officers and  Consultants of the Company
were  granted  option to purchase an  aggregate  2,305,000  shares at a price of
$0.10 per share exercisable until April 6, 2010.

     The following table sets forth details of the compensation  paid during the
last three fiscal years ended March 31 to senior management:
<TABLE>
<CAPTION>
<S>     <C>                   <C>           <C>           <C>              <C>                <C>                 <C>
========================== ========== ================================================= =================== =================
  NAME AND PRINCIPAL                                                                       LONG TERM           ALL OTHER
       POSITION              YEAR(1)                 ANNUAL COMPENSATION                   COMPENSATION       COMPENSATION
                                      ------------------------------------------------- -------------------       ($)
                                         SALARY $(2)     BONUS             OTHER        SHARES UNDER OPTION
========================== ========== =============== ================= =============== =================== =================
LOUIS WOLFIN                 2004         Nil             Nil               Nil             Nil                    Nil
Director, CEO and            2003         $30,000         Nil               Nil             300,000                Nil
Chairman of the Board        2002         $30,000         Nil               Nil             300,000                Nil
========================== ========== =============== ================= =============== ================== =================
Notes: (1) Year ended March 31.
       (2) No member of the senior management team earned in excess of $100,000.

</TABLE>

Termination of Employment, Changes in Responsibilities and Employment Contracts

     We have no employment  contracts with our executive  officers and there are
no compensatory  plan or arrangement  with respect to our executive  officers in
the  event  of the  resignation,  retirement  or any  other  termination  of the
executive officers' employment with us or in the event of a change of control of
the  Company  or  in  the  event  of  a  change  in  the   executive   officers'
responsibilities  following  a  change  in  control,  where  in  respect  of the
executive officers the value of such compensation exceeds $100,000.

C.   Board Practices

     Our board of directors was at fiscal 2004 comprised of five directors.  The
size and experience of the board is important for providing effective governance
in  the  mining  industry.  The  board's  mandate  and  responsibilities  can be
effectively and efficiently  administered at its current size. Given the size of
Levon,  the  Chairman of the Board is also the Chief  Executive  Officer and the
President of the Company,  however we believe it has functioned and can continue
to function  effectively and efficiently in  administering  Levon's affairs . At
the Annual General Meeting, held on September 29, 2004, the shareholders elected
Messrs.  Wolfin,  Calvert,  Glasier,  Riedl-Riededstein,   and  Ms.  Regnier  as
directors. Mr. Calvert subsequently resigned on July 15, 2005. The Board intends
to elect a new Chairman independent of management, in the near future.

     We considered the  relationship  of each of our directors at March 31, 2004
and  consider  two  directors   (Riedl-Riededstein   and  Ms.   Regnier)  to  be
"unrelated".  "Unrelated  director"  means  a  director  who is  independent  of
management and free from any interest and any business,  or other  relationship,
which could reasonably be perceived to materially  interfere with the director's
ability  to act with a view to the best  interest  of the  Company,  other  than
interests and relationships arising solely from shareholdings.

                                       26
<PAGE>

     We  have   procedures   are  in  place  to  allow  the  board  to  function
independently. At the present time the board has experienced directors that have
made a significant contribution to our company's success, and are satisfied that
it is not constrained in its access to information,  in its  deliberations or in
its ability to satisfy the mandate  established by law to supervise our business
and affairs. Committees meet independent of management and other directors.

Mandate of the Board of Directors, its Committees and Management

     The role of our  board is to  oversee  the  conduct  of  Levon's  business,
including the supervision of management, and determining strategy. Management is
responsible  for the day-to-day  operations,  including  proposing its strategic
direction and  presenting  budgets and business  plans to the board of directors
for  consideration  and approval.  The strategic plan takes into account,  among
other  things,  the  opportunities  and risks of  Levon's  business.  Management
provides  the  board  with  periodic  assessments  as to  those  risks  and  the
implementation of systems to manage those risks. The board reviews the personnel
needs from time to time,  having particular regard to succession issues relating
to senior management. Management is responsible for the training and development
of  personnel.  The board  assesses  how  effectively  we  communicate  with our
shareholders,  but has not adopted a formal communications  policy.  Through the
audit committee,  and in conjunction  with our auditors,  the board assesses the
adequacy of our internal control and management  information  systems. The board
looks to management to keep it informed of all significant developments relating
to or effecting  operations.  Major financings,  acquisitions,  dispositions and
investments  are subject to board  approval.  A formal  mandate for the board of
directors  and the chief  executive  officer has not been  considered  necessary
since the relative  allocation  of  responsibility  is well  understood  by both
management and the board. The board meets as required.  The board and committees
may take  action at these  meetings  or at a meeting  by  conference  call or by
written consent.

Committees

     Audit Committee

     The audit  committee  assists the board in its  oversight of our  financial
statements and other related public  disclosures,  our compliance with legal and
regulatory requirements relating to financial reporting,  the external auditors,
qualifications  and  independence  and the  performance  of the  internal  audit
function and the external  auditors.  The  committee  has direct  communications
channels with the auditors.  The committee reviews the financial  statements and
related management's discussion and analysis of financial and operating results.
The committee can retain legal, accounting or other advisors.

     The audit committee currently consists of three directors (Messrs.  Florian
Riedl-Riededstein,  Louis Wolfin and William Glasier) of which two are unrelated
and all are  financially  literate,  and have  accounting  or related  financial
expertise.  "Financially  literate"  means the ability to read and  understand a
balance sheet, an income  statement,  and a cash flow statement.  "Accounting or
related  financial  expertise" means the ability to analyze and interpret a full
set of financial statements, including the notes attached thereto, in accordance
with  Canadian  GAAP.  In fiscal 2005 the  committee  was changed  such that all
members are independent.

     We  intend  to  maintain  this  committee  comprised  solely  of  unrelated
directors.

     The board has adopted a charter for the audit  committee  which is reviewed
annually  and  sets out the role and  oversight  responsibilities  of the  audit
committee with respect to:

     -    its  relationship  with  and  expectation  of the  external  auditors,
          including  the  establishment  of the  independence  of  the  external
          auditor and the  approval of any  non-audit  mandates of the  external
          auditor;

     -    determination  of which  non-audit  services the  external  auditor is
          prohibited from providing;

                                       27
<PAGE>

     -    the  engagement,  evaluation,  remuneration,  and  termination  of the
          external auditors;

     -    appropriate funding for the payment of the auditor's  compensation and
          for any advisors retained by the audit committee;

     -    its relationship with and expectation of the internal auditor;

     -    its oversight of internal control;

     -    disclosure of financial and related information; and

     -    any other  matter that the audit  committee  feels is important to its
          mandate or that which the board chooses to delegate to it.

D.   Employees

     We have no employees at this time.

E.   Share Ownership

     The  following  table sets forth the share  ownership of our  directors and
officers as of March 31, 2004. No person owned more than 10% of the  outstanding
common shares.

     Name of Beneficial Owner            Number of Shares            Percent
     ------------------------            ----------------            -------
     Ernest Calvert                               -                     -
     William Glasier                        752,900                   3.7
     Andrea Regnier                               -                     -
     Riedl-Riededstein                        6,000                   0.3
     Louis Wolfin                         2,050,802                   9.9


Options to Purchase Securities of the Company

<TABLE>
<CAPTION>
<S>     <C>                           <C>                 <C>                 <C>                    <C>

--------------------------------------------------------------------------------------------------------------------
Name of Optionee                  No. of Shares      Exercise Price       Date of Grant           Expiry Date
                                                       Per Share
------------------------------- ------------------ ------------------- -------------------- ------------------------
Executive
Officers/Directors
------------------

Nil

Other Insiders
--------------

Nil

</TABLE>

     There were no options granted during the last three fiscal years.

Item 7.  Major Shareholders and Related Party Transactions

A.   Major Shareholders

     As far as it is known to the  Company,  it is not  directly  or  indirectly
owned or controlled by any other corporation or by the Canadian  Government,  or
any foreign government, or by any other natural or legal person.

                                       28
<PAGE>

     As of March 31,  2004,  the  following  table sets forth the persons to the
knowledge of management who hold (5%) percent of the outstanding  shares of each
class of  voting  securities  and the total  shares  owned by the  officers  and
directors as a group as of March 31, 2004:


                                             Number of Shares of      Percent of
       Name                                  Common Stock Owned          Class
       ----                                  -------------------         -----

       Louis Wolfin                              2,050,802                9.9%
       All Officers and Directors as a Group
       (5 persons)                               2,809,702               13.67%

B.   Related Party Transactions

     In 2004,  the  Company  was  charged  administrative  fees of  $10,500 by a
private  company  owned by a  director  for  providing  accounting  and  general
corporate services to the Company.

     Levon  entered  into a cost  sharing  agreement  dated  October  1, 1997 to
reimburse a private company,  under common control, Oniva International Services
Corp., ("Oniva"), for 20% of its overhead expenses, to reimburse 100% of its out
of pocket expenses  incurred on Levon's behalf and to pay a 10% fee based on the
total overhead and corporate  expenses  referred to above.  The agreement may be
terminated by either party giving to the other party one months  notice.  During
the year, a total of $78,655 was charged to  operations  in relation to the cost
sharing agreement  referred to above. In 2003, the amount was $29,027.  Included
in accounts  payable at March 31,  2004 is  $217,470  due to Oniva and a private
company owned by Louis Wolfin,  the President of the Company,  for expenses paid
on behalf of Levon.  In 2003 the amount was $267,327.  In fiscal 2006 we settled
this debt by the issuance of common shares.

     Levon has an  investment  in Mill Bay Ventures  Inc.  consisting  of 48,978
common  shares  and a value of  $4,897  and in Avino  Silver & Gold  Mines  Ltd.
consisting  of 4,200 common  shares and a value of $1,554.  These  companies are
related by way of common directors and common management.

     All related  party  transactions  are  recorded at the value agreed upon by
Levon and the related party. The amounts due to related parties are non-interest
bearing, non-secured and due on demand.

     Levon  entered  into an  agreement,  dated  August  23,  2003,  to  receive
accounting  and  general  corporate  services at a rate of $1,500 per month with
Dawn Pacific  Management  Ltd., a private  company  owned by the Secretary and a
Director.  The  agreement was for an initial term of one year and can be renewed
at the end of its term or renewal term for further successive annual terms until
such time that either party has given notice of  termination in writing at least
30 days prior to the end of a term.  During the year,  Levon paid $10,500 (2003:
$22,500).

     None of our directors,  executive or senior officers, proposed nominees for
election as  directors,  or  associates  or affiliates of any of them, is or has
been indebted to Levon at any time since our last completed financial year.

C.   Interests of Experts and Counsel

     Not Applicable.

                                       29
<PAGE>

Item 8.  Financial Information

A.   Statements and Other Financial Information

     The  following  financial  statements  of the Company are  attached to this
Annual Report:

         Auditors Report.
         Balance Sheet for years ended March 31, 2004 and 2003.
         Statement of Operations and Deficit for the years ended March 31, 2004,
            2003, and 2002.
         Statement of Cash flows for the years ended March 31,
            2004, 2003, and 2002.
         Notes to Financial Statements for the years ended March 31, 2004 and
            2003.

Dividend Policy

     Levon  has  never  paid any  dividends  and does not  intend to in the near
future.

B.   Significant Changes

     None.

Item 9.  The Offer and Listing

A.   Offer and Listing Details

     The common shares of Levon are listed on the TSX Venture Exchange under the
symbol  "LVN" and  quoted in the  United  States on the pink  sheets,  under the
symbol "LVNVF".

     As of September  26,  2005,  there were 470 holders of record in the United
States holding 2,229,127 of Levon's common shares  representing 53% of the total
number of shareholders,  and  approximately  8.6 % of the total number of common
shares  issued.  The  common  shares  are  issued  in  registered  form  and the
percentage of shares  reported to be held by record holders in the United States
is taken from the  records  of the  Computershare  Trust  Company in the City of
Vancouver, the registrar and transfer agent for our common shares.

     Between  October 23, 2003 and  February 15, 2005,  in  accordance  with TSX
Venture  Policy 2.5, the Company's  listing was  transferred to the NEX board (a
trading  system  designed for  companies  that did not meet the minimum  listing
requirements  for a TSX Venture Tier 2 listing.  The following  table sets forth
the high  and low  prices  expressed  in  Canadian  dollars  on the TSX  Venture
Exchange or the NEX, as the case maybe,  for Levon's  common shares for the past
five years, for each quarter for the last two fiscal years, and for the last six
months.

                                       30
<PAGE>




                                                   TSX Venture Exchange/NEX
                                                      (Canadian Dollars)

Last Five Fiscal Years                           High                 Low
----------------------                           ----                 ---
2005                                             0.12                0.06
2004                                             0.19                0.07
2003                                            0.205                0.05
2002                                             0.16                0.02
2001                                             0.06                0.01

2003-2004                                        High                 Low
---------                                        ----                 ---
Fourth Quarter ended March 31, 2004              0.22                0.13
Third Quarter ended December 31, 2003            0.19                0.055
Second Quarter ended September 30, 2003          0.13                0.07
First Quarter ended June 30, 2003               0.105                0.05

2004-2005                                        High                 Low
---------                                        ----                 ---
Fourth Quarter ended March 31, 2005              0.14                0.08
Third Quarter ended December 31, 2004           0.125                0.07
Second Quarter ended September 30, 2004         0.155                0.08
First Quarter ended June 30, 2004               0.19                0.12

Last Six Months                                  High                 Low
---------------                                  ----                 ---
October 2005                                    0.095                0.075
September 2005                                   0.09                0.08
August 2005                                     0.095                0.065
July 2005                                        0.08                0.06
June 2005                                        0.09                0.08
May 2005                                         0.12                0.09


B.   Plan of Distribution

     Not Applicable.

C.   Markets

     Levon's common stock is listed on the TSX Venture Exchange under the symbol
"LVN" and in the United States on the pink sheets under the symbol "LVNVF".

D.   Selling Shareholders

     Not Applicable.

E.   Dilution

     Not Applicable.

F.   Expenses of the Issue

     Not Applicable.

                                       31
<PAGE>

Item 10.  Additional Information

A.   Share Capital

     Not Applicable.

B.   Memorandum and Articles of Association

Common Shares

     All issued and outstanding common shares are fully paid and non-assessable.
Each  holder of record of common  shares is entitled to one vote for each common
share so held on all matters  requiring a vote of  shareholders,  including  the
election  of  directors.  The  holders  of common  shares  will be  entitled  to
dividends  on a  pro-rata  basis,  if and  when  as  declared  by the  board  of
directors.  There are no  preferences,  conversion  rights,  preemptive  rights,
subscription rights, or restrictions or transfers attached to the common shares.
In the event of  liquidation,  dissolution,  or winding up of the  Company,  the
holders  of common  shares  are  entitled  to  participate  in the assets of the
Company  available  for  distribution   after  satisfaction  of  the  claims  of
creditors.

Powers and Duties of Directors

     The directors  shall manage or supervise the  management of the affairs and
business of the Company and shall have  authority to exercise all such powers of
the Company as are not, by the Company Act or by the Memorandum or the Articles,
required to be exercised by the Company in a general meeting.

     Directors will serve as such until the next annual meeting.  In general,  a
director who is, in any way, directly or indirectly interested in an existing or
proposed  contract or  transaction  with the Company  whereby a duty or interest
might be created to conflict  with his duty or  interest  as a  director,  shall
declare the nature and extent of his interest in such contract or transaction or
the  conflict or  potential  conflict  with his duty and interest as a director.
Such director shall not vote in respect of any such contract or transaction with
the Company in which he is interested and if he shall do so, his vote shall note
be  counted,  but he shall be counted in the  quorum  present at the  meeting at
which such vote is taken.  However,  notwithstanding  the  foregoing,  directors
shall have the right to vote on determining the remuneration of the directors.

     The  directors  may from time to time on behalf of the Company:  (a) borrow
money in such  manner  and  amount  from such  sources  and upon such  terms and
conditions  as they  think  fit;  (b) issue  bonds,  debentures  and other  debt
obligations; and (c) mortgage, charge or give other security on the whole or any
part of the property and assets of the Company.

     The  directors  of the Company must be persons of the full age of 18 years.
There is no minimum  share  ownership  to be a  Director.  No person  shall be a
Director of the Company who is not capable of managing their own affairs;  is an
undischarged bankrupt; convicted of an offense in connection with the promotion,
formation or management  of a  corporation  or involved in fraud within the last
five years;  or a person that has had a  registration  in any capacity under the
"BC Securities  Act" or the "BC Mortgage  Brokers Act" canceled  within the last
five years.

                                       32
<PAGE>

Shareholders

     An annual general meeting is held once a year at such time and place as may
be  determined  by the  directors.  A quorum at an annual  general  meeting  and
special  meeting  shall  be  two  shareholders  or  one or  more  proxy  holders
representing   two   shareholders,   or  one  shareholder  and  a  proxy  holder
representing another shareholder.  There is no limitation imposed by the laws of
Canada or by the charter or other  constituent  documents  of the Company on the
right  of a  non-resident  to hold or vote  the  common  shares,  other  than as
provided in the Investment  Canada Act (the  "Investment  Act")  discussed below
under "Item 10. Additional Information, D. Exchange Controls."

     In accordance with British  Columbia law,  directors shall be elected by an
"ordinary  resolution"  which means: (a) a resolution passed by the shareholders
of the  Company at a general  meeting by a simple  majority of the votes cast in
person  or by  proxy;  or  (b) a  resolution  that  has  been  submitted  to the
shareholders of the Company who would have been entitled to vote on it in person
or by proxy at a general  meeting of the Company and that has been  consented to
in writing by such  shareholders of the Company holding shares carrying not less
than the requisite majority of the votes entitled to be cast on it.

     Under  British  Columbia  law  certain  items such as an  amendment  to the
Company's  articles or  entering  into a merger  requires  approval by a special
resolution which means:  (a) a resolution  passed by a majority of not less than
the requisite majority of the votes cast by the shareholders of the Company who,
being entitled to do so, vote in person or by proxy at a general  meeting of the
company; or (b) a resolution consented to in writing by every shareholder of the
Company who would have been  entitled to vote in person or by proxy at a general
meeting of the  Company,  and a  resolution  so  consented  to is deemed to be a
special resolution passed at a general meeting of the Company.

Recent Developments

     On March 29, 2004,  the British  Columbia  legislature  enacted the British
Columbia  Business  Corporations Act ("BCBCA") and repealed the British Columbia
Company Act (the  "Company  Act").  The BCBCA  removes many of the  restrictions
contained  in the  Company  Act,  including  restrictions  on the  residency  of
directors,  the location of annual  general  meetings  and limits on  authorized
share  capital.  As well,  the  BCBCA  uses new forms  and  terminology  and has
replaced the Memorandum with a Notice of Articles.  At the Company's  annual and
special  general  meeting  held on August 3,  2005,  shareholders  were asked to
approve:

     1.   a special  resolution to remove the  application  of the  Pre-existing
          Company  Provisions,  as  defined  in the  Business  Corporations  Act
          (British Columbia);

     2.   a special  resolution  to alter the  Company's  share  structure to an
          unlimited number of common shares without par value; and

     3.   a special resolution to approve new articles for the Company.

     The  regulations  under the BCBCA  effectively  added  certain  provisions,
called the  "Pre-Existing  Company  Provisions"  or "PCPs",  to every  company's
Notice of Articles. The PCPs provide that the number of votes required to pass a
special resolution  (formerly also referred to as a special resolution under the
Company Act) or a special separate resolution is at least  three-quarters of the
votes cast by shareholders present in person or by proxy at the meeting. This is
the majority that was required under the Company Act. The BCBCA allows a special
resolution to be passed by at least two-thirds of the votes cast by shareholders
present in person or by proxy at the meeting.  The Company proposes to amend its
Notice  of  Articles  to  delete  the PCPs so that the  provisions  of the BCBCA
permitting a two-thirds majority will apply to the Company.

                                       33
<PAGE>

     The shareholders  have approved the above resolutions and therefore special
resolutions will require a two-thirds majority vote, instead of a three-quarters
majority  vote.  The  authorized  share  capital of the Company  will also be an
unlimited  number of common shares without par value.  Management  believes that
this  provides  the  Company  with  greater  flexibility  for  future  corporate
activities and is consistent with special resolution  requirements for companies
in other jurisdictions.

C.   Material Contracts

     Nil

D.   Exchange Controls

     There is no law, governmental decree or regulation in Canada that restricts
the export or import of capital or affects the remittance of dividends, interest
or  other  payments  to a  non-resident  holder  of  common  shares  other  than
withholding tax  requirements.  Any such  remittances to United States residents
are subject to withholding tax. See "Taxation".

     There is no  limitation  imposed by the laws of Canada or by the charter or
other  constituent  documents of the Company on the right of a  non-resident  to
hold or vote the common shares,  other than as provided in the  Investment  Act.
The following discussion summarizes the principal features of the Investment Act
for a non-resident who proposes to acquire the common shares.

     The  Investment  Act  generally  prohibits  implementation  of a reviewable
investment  by  an  individual,   government  or  agency  thereof,  corporation,
partnership,  trust or joint venture (each an "entity") that is not a "Canadian"
as defined in the Investment Act (a  "non-Canadian"),  unless after review,  the
Director of Investments appointed by the minister responsible for the Investment
Act is satisfied  that the  investment is likely to be of net benefit to Canada.
An investment in the common shares by a non-Canadian other than a "WTO Investor"
(as that term is defined by the Investment Act, and which term includes entities
which are  nationals of or are  controlled  by nationals of member states of the
World Trade Organization) when the Company was not controlled by a WTO Investor,
would be reviewable  under the Investment Act if it was an investment to acquire
control of the Company and the value of the assets of the Company, as determined
in accordance with the regulations  promulgated under the Investment Act, equals
or exceeds $5 million for direct  acquisitions and over $50 million for indirect
acquisitions,  or if an order for review was made by the federal  cabinet on the
grounds that the investment  related to Canada's  cultural  heritage or national
identity, regardless of the value of the assets of the Company. An investment in
the common shares by a WTO Investor,  or by a non-Canadian  when the Company was
controlled by a WTO Investor, would be reviewable under the Investment Act if it
was an investment to acquire  control of the Company and the value of the assets
of the Company,  as determined in accordance  with the  regulations  promulgated
under the Investment Act, was not less than a specified  amount,  which for 2004
is any amount in excess of $137 million. A non-Canadian would acquire control of
the Company for the purposes of the Investment Act if the non-Canadian  acquired
a majority of the common shares.  The acquisition of one third or more, but less
than a majority of the common shares,  would be presumed to be an acquisition of
control of the Company unless it could be established  that, on the acquisition,
the Company was not controlled in fact by the acquirer  through the ownership of
the common shares.

     Certain transactions relating to the common shares would be exempt from the
Investment Act,  including:  (i) an acquisition of the common shares by a person
in the  ordinary  course  of that  person's  business  as a trader  or dealer in
securities; (ii) an acquisition of control of the Company in connection with the
realization of security granted for a loan or other financial assistance and not
for a purpose  related to the  provisions  of the  Investment  Act; and (iii) an
acquisition  of control of the  Company  by reason of an  amalgamation,  merger,
consolidation or corporate reorganization following which the ultimate direct or
indirect  control in fact of the  Company,  through the  ownership of the common
shares, remained unchanged.

                                       34
<PAGE>

E.   Taxation

Canadian Federal Income Tax Consequences

     The  following   summarizes  the  principal  Canadian  federal  income  tax
consequences  applicable to the holding and  disposition of common shares in the
capital of the Company by a United States resident,  and who holds common shares
solely as capital  property,  referred to as a "U.S.  Holder".  This  summary is
based on the current  provisions of the Income Tax Act (Canada),  referred to as
the "Tax Act",  the  regulations  thereunder,  all amendments  thereto  publicly
proposed by the government of Canada, the published  administrative practices of
Revenue Canada,  Customs, Excise and Taxation, and the current provisions of the
Canada-United States Income Tax Convention, 1980, as amended, referred to as the
"Treaty".  Except as otherwise  expressly  provided,  this summary does not take
into  account  any  provincial,   territorial  or  foreign   (including  without
limitation,  any U.S.) tax law or treaty. It has been assumed that all currently
proposed amendments will be enacted  substantially as proposed and that there is
no other relevant change in any governing law or practice, although no assurance
can be given in these respects.

Each U.S.  Holder is advised to obtain tax and legal advice  applicable  to such
U.S. Holder's particular circumstances.

     Every  U.S.  Holder is liable to pay a  Canadian  withholding  tax on every
dividend  that is or is deemed to be paid or credited to the U.S.  Holder on the
U.S. Holder's common shares. The statutory rate of withholding tax is 25% of the
gross amount of the dividend  paid.  The Treaty  reduces the statutory rate with
respect to dividends paid to a U.S. Holder for the purposes of the Treaty. Where
applicable,  the general rate of withholding  tax under the Treaty is 15% of the
gross amount of the dividend,  but if the U.S.  Holder is a company that owns at
least 10% of the voting stock of the Company and beneficially owns the dividend,
the rate of  withholding  tax is 5% for dividends paid or credited after 1996 to
such corporate U.S.  Holder.  The Company is required to withhold the applicable
tax from the dividend  payable to the U.S.  Holder,  and to remit the tax to the
Receiver General of Canada for the account of the U. S. Holder.

     Pursuant  to the Tax Act, a U.S.  Holder  will not be  subject to  Canadian
capital  gains  tax  on  any  capital  gain  realized  on an  actual  or  deemed
disposition of a common share, including a deemed disposition on death, provided
that the U.S.  Holder did not hold the common share as capital  property used in
carrying on a business in Canada,  and that neither the U.S.  Holder nor persons
with whom the U.S.  Holder did not deal at arms length (alone or together) owned
or had the right or an option to acquire 25% or more of the issued shares of any
class of the  Company at any time in the five years  immediately  preceding  the
disposition.

United States Federal Income Tax Consequences

Passive Foreign Investment Company

     The  Company  believes  that it is a passive  foreign  investment  company,
referred  to as a "PFIC" for United  States  federal  income tax  purposes  with
respect to a United States Investor.  The Company will be a PFIC with respect to
a United  States  Investor if, for any taxable year in which such United  States
Investor held the Company's shares, either (i) at least 75 % of the gross income
of the Company for the taxable year is passive  income,  or (ii) at least 50% of
the Company's assets are attributable to assets that produce or are held for the
production of passive income. In each case, the Company must take into account a
pro-rata  share of the income and the assets of any company in which the Company
owns,  directly  or  indirectly,  25%  or  more  of  the  stock  by  value  (the
"look-through"  rules).  Passive income generally includes dividends,  interest,
royalties, rents (other than rents and royalties derived from the active conduct
of a trade or business and not derived  from a related  person),  annuities  and
gains from assets that produce passive income. As a publicly traded corporation,
the Company  would apply the 50% asset test based on the value of the  Company's
assets.

     Because the Company believes it qualifies as a PFIC, unless a United States
Investor who owns shares in the Company (i) elects (a section 1295  election) to
have the Company  treated as a "qualified  electing  fund" (a "QEF")  (described
below), or (ii) marks the stock to market (described below), the following rules
apply:

                                       35
<PAGE>

     1.   Distributions  made by the Company  during a taxable  year to a United
          States  Investor  who owns shares in the  Company  that are an "excess
          distribution"  (defined generally as the excess of the amount received
          with  respect  to the  shares  in any  taxable  year  over 125% of the
          average  received in the shorter of either the three previous years or
          such United States Investor's  holding period before the taxable year)
          must be allocated  ratably to each day of such  shareholder's  holding
          period.  The amount allocated to the current taxable year and to years
          when the  corporation  was not a PFIC  must be  included  as  ordinary
          income in the shareholder's gross income for the year of distribution.
          The remainder is not included in gross income but the shareholder must
          pay a deferred  tax on that  portion.  The  deferred  tax  amount,  in
          general,  is the  amount  of tax  that  would  have  been  owed if the
          allocated amount had been included in income in the earlier year, plus
          interest.   The  interest   charge  is  at  the  rate   applicable  to
          deficiencies in income taxes.

     2.   The  entire  amount  of any  gain  realized  upon  the  sale or  other
          disposition  of the shares  will be treated as an excess  distribution
          made in the year of sale or  other  disposition  and as a  consequence
          will be treated as ordinary  income and,  to the extent  allocated  to
          years prior to the year of sale or disposition, will be subject to the
          interest charge described above.

     A shareholder that makes a section 1295 election will be currently  taxable
on his or her pro-rata share of the Company's  ordinary earnings and net capital
gain (at ordinary income and capital gain rates,  respectively) for each taxable
year of the Company,  regardless of whether or not distributions  were received.
The shareholder's  basis in his or her shares will be increased to reflect taxed
but undistributed income. Distributions of income that had previously been taxed
will result in a corresponding  reduction of basis in the shares and will not be
taxed again as a distribution to the shareholder.

     A  shareholder  may make a section 1295 election with respect to a PFIC for
any taxable year of the  shareholder  (shareholder's  election  year). A section
1295  election  is  effective  for  the  shareholder's  election  year  and  all
subsequent  taxable  years  of  the  shareholder.   Procedures  exist  for  both
retroactive elections and filing of protective  statements.  Once a section 1295
election is made it remains in effect,  although  not  applicable,  during those
years that the Company is not a PFIC. Therefore,  if the Company re-qualifies as
a PFIC,  the  section  1295  election  previously  made is still  valid  and the
shareholder is required to satisfy the  requirements  of that  election.  Once a
shareholder  makes a section  1295  election,  the  shareholder  may  revoke the
election only with the consent of the Commissioner.

     If the  shareholder  makes the section 1295 election for the first tax year
of the Company as a PFIC that is included in the  shareholder's  holding period,
the PFIC qualifies as a pedigreed QEF with respect to the shareholder.  If a QEF
is an  unpedigreed  QEF with  respect to the  shareholder,  the  shareholder  is
subject to both the non-QEF and QEF regimes.  Certain  elections  are  available
which enable  shareholders  to convert an  unpedigreed  QEF into a pedigreed QEF
thereby avoiding such dual application.

     A shareholder making the section 1295 election must make the election on or
before the due date, as extended, for filing the shareholder's income tax return
for the first taxable year to which the election will apply. A shareholder  must
make a section 1295 election by completing Form 8621, attaching said Form to its
federal income tax return,  and reflecting in the Form the information  provided
in the PFIC Annual Information  Statement,  or if the shareholder calculated the
financial  information,  a statement to that effect. The PFIC Annual Information
Statement  must  include  the  shareholder's  pro-rata  shares  of the  ordinary
earnings  and net  capital  gain of the  PFIC  for the  PFIC's  taxable  year or
information  that will enable the shareholder to calculate its pro-rata  shares.
In addition,  the PFIC Annual  Information  Statement  must contain  information
about  distributions  to shareholders  and a statement that the PFIC will permit
the shareholder to inspect and copy its permanent books of account, records, and
other  documents of the PFIC necessary to determine  that the ordinary  earnings
and net  capital  gain of the PFIC have been  calculated  according  to  federal
income tax  accounting  principles.  A  shareholder  may also  obtain the books,
records  and  other  documents  of the  foreign  corporation  necessary  for the
shareholder  to determine the correct  earnings and profits and net capital gain
of the PFIC  according  to  federal  income tax  principles  and  calculate  the
shareholder's  pro-rata shares of the PFIC's  ordinary  earnings and net capital
gain.  In that  case,  the PFIC must  include  a  statement  in its PFIC  Annual
Information  Statement  that it has  permitted  the  shareholder  to examine the
PFIC's  books  of  account,  records,  and  other  documents  necessary  for the

                                       36
<PAGE>

shareholder to calculate the amounts of ordinary  earnings and net capital gain.
A  shareholder  that makes a Section 1295  election  with respect to a PFIC held
directly or indirectly  for each taxable year to which the Section 1295 election
applies must comply with the foregoing submissions.

     Because the Company's stock is "marketable"  under section 1296(e),  a U.S.
Investor  may elect to mark the stock to market each year.  In  general,  a PFIC
shareholder who elects under section 1296 to mark the marketable stock of a PFIC
includes in income each year an amount equal to the excess,  if any, of the fair
market  value of the PFIC  stock as of the  close of the  taxable  year over the
shareholder's  adjusted  basis in such stock.  A shareholder  is also  generally
allowed a deduction  for the excess,  if any, of the adjusted  basis of the PFIC
stock over the fair market value as of the close of the taxable year. Deductions
under this rule,  however,  are allowable  only to the extent of any net mark to
market gains with  respect to the stock  included by the  shareholder  for prior
taxable years.  While the interest  charge regime under the PFIC rules generally
does not apply to  distributions  from and dispositions of stock of a PFIC where
the  U.S.  Investor  has  marked  to  market,  coordination  rules  for  limited
application will apply in the case of a U.S.  Investor that marks to market PFIC
stock later than the beginning of the shareholder's  holding period for the PFIC
stock.

     Special  rules apply with respect to the  calculation  of the amount of the
foreign tax credit with respect to excess  distributions by a PFIC or inclusions
under a QEF.

Controlled Foreign Corporations

     Sections  951 through 964 and Section 1248 of the  Internal  Revenue  Code,
referred to as the "Code", relate to controlled foreign  corporations,  referred
to as "CFCs". A foreign  corporation that qualifies as a CFC will not be treated
as a PFIC with respect to a shareholder  during the portion of the shareholder's
holding  period after December 31, 1997,  during which the  shareholder is a 10%
United States  shareholder  and the  corporation  is a CFC. The PFIC  provisions
continue  to  apply in the case of a PFIC  that is also a CFC  with  respect  to
shareholders that are less than 10% United States shareholders.

     The 10% United States shareholders of a CFC are subject to current U.S. tax
on their pro-rata  shares of certain income of the CFC and their pro-rata shares
of the CFC's earnings invested in certain U.S. property.  The effect is that the
CFC  provisions  may impute some portion of such a  corporation's  undistributed
income to certain  shareholders  on a current  basis and convert  into  dividend
income some portion of gains on  dispositions  of stock,  which would  otherwise
qualify for capital gains treatment.

     We do not  believe  the  Company  will be a CFC.  It is  possible  that the
Company could become a CFC in the future. Even if the Company were classified as
a CFC in a future  year,  however,  the CFC rules  referred to above would apply
only with respect to 10% shareholders.

                                       37
<PAGE>

Personal Holding  Company/Foreign  Personal Holding  Company/Foreign  Investment
Company

     A corporation will be classified as a personal holding company, or a "PHC",
if at any time during the last half of a tax year (i) five or fewer  individuals
(without regard to their citizenship or residence)  directly or indirectly or by
attribution  own more than 50% in value of the  corporation's  stock and (ii) at
least 60% of its  ordinary  gross  income,  as specially  adjusted,  consists of
personal  holding  company  income  (defined  generally  to  include  dividends,
interest,  royalties, rents and certain other types of passive income). A PHC is
subject to a United  States  federal  income  tax of 39.6% on its  undistributed
personal  holding company income  (generally  limited,  in the case of a foreign
corporation, to United States source income).

     A corporation will be classified as a foreign personal holding company,  or
an  "FPHC",  and not a PHC if at any  time  during  a tax year (i) five or fewer
individual  United  States  citizens or residents  directly or  indirectly or by
attribution own more than 50% of the total combined voting power or value of the
corporation's  stock  and (ii) at least  60% of its  gross  income  consists  of
foreign personal holding company income (defined generally to include dividends,
interest,  royalties,  rents and certain  other types of passive  income).  Each
United States shareholder in a FPHC is required to include in gross income, as a
dividend,  an  allocable  share of the  FPHC's  undistributed  foreign  personal
holding  company income  (generally the taxable income of the FPHC, as specially
adjusted).

     A corporation  will be classified as a foreign  investment  company,  or an
"FIC",  if for any  taxable  year it:  (i) is  registered  under the  Investment
Company Act of 1940,  as amended,  as a management  company or share  investment
trust or is  engaged  primarily  in the  business  of  investing  or  trading in
securities or commodities (or any interest therein); and (ii) 50% or more of the
value or the total combined voting power of all the corporation's stock is owned
directly or  indirectly  (including  stock  owned  through  the  application  of
attribution rules) by United States persons. In general, unless an FIC elects to
distribute 90% or more of its taxable income (determined under United States tax
principles  as  specially  adjusted)  to its  shareholders,  gain on the sale or
exchange of FIC stock is treated as ordinary  income  (rather than capital gain)
to the extent of such shareholder's ratable share of the corporation's  earnings
and profits for the period during which such stock was held.

     The  Company  believes  that it is not and will not be a PHC,  FPHC or FIC.
However, no assurance can be given as to the Company's future status.

U.S. Information Reporting and Backup Withholding

     Dividends are generally subject to the information  reporting  requirements
of the Code.  Dividends may be subject to backup  withholding at the rate of 31%
unless  the  holder  provides  a  taxpayer  identification  number on a properly
completed Form W-9 or otherwise establishes an exemption.

     The amount of any backup withholding will not constitute additional tax and
will be allowed as a credit against the United States Investor's  federal income
tax liability.

Filing of Information Returns

     Under a number of circumstances,  a United States Investor acquiring shares
of the Company may be required to file an information return. In particular, any
United States Investor who becomes the owner, directly or indirectly,  of 10% or
more of the shares of the Company will be required to file such a return.  Other
filing  requirements  may apply and United States Investors should consult their
own tax advisors concerning these requirements.

                                       38
<PAGE>

F.   Dividends and Paying Agents

     Not Applicable.

G.   Statement by Experts

     Not Applicable.

H.   Documents on Display

     The Company files annual reports and furnishes other  information  with the
SEC.  You may  read  and  copy any  document  that we file at the  SEC's  Public
Reference Room at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 or
by accessing the  Commission's  website  (http://www.sec.gov).  The Company also
files its annual  reports and other  information  with the  Canadian  Securities
Administrators via SEDAR (www.sedar.com).

     Copies  of the  Company's  material  contracts  are  kept in the  Company's
administrative headquarters.

I.   Subsidiary Information

     None.

Item 11.  Quantitative and Qualitative Disclosures about Market Risk

     As the Company is a small business issuer, this section is inapplicable.

Item 12.  Description of Securities Other than Equity Securities

     Not Applicable.

                                     Part II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

     None.

Item 14.  Material  Modifications  to the Rights of Security  Holders and Use of
          Proceeds

     None.

Item 15. Controls and Procedures

     The Company  carried out an evaluation,  under the supervision and with the
participation  of  the  Company's  management,  including  the  Company's  chief
executive officer along with the Company's  principal  financial officer, of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the  Company's  chief  executive  officer  along  with the  Company's  principal
financial  officer  concluded  that  the  Company's   disclosure   controls  and
procedures  as of the end of the  fiscal  year  covered  by this  Form  20-F are
effective  in timely  alerting  them to  material  information  relating  to the
Company required to be included in this Form 20-F.

                                       39
<PAGE>

Item 16.  [Reserved]

Item 16A.  Audit Committee Financial Expert

     The board of directors  determined  that Andrea  Regnier is qualified as an
Audit Committee  Financial  Expert.  Ms. Regnier is independent as determined by
the NASD listing standards.

Item 16B.  Code of Ethics

     The Company has not  currently  adopted a code of ethics but is  evaluating
its internal procedures to determine the necessity of it.

Item 16C.  Principal Accountant Fees and Services

     The independent auditor for the last two fiscal years was Smythe Ratcliffe,
Chartered Accountants.

Audit Fees

     The aggregate  fees billed by Smythe  Ratcliffe for  professional  services
rendered for the audit of our annual  financial  statements  for the fiscal year
ended March 31, 2004 was $8,500 and March 31, 2003 was $8,500.

Audit-Related Fees

     There were no aggregate  fees billed for assurance and related  services by
the principal  accountant that were reasonably related to the performance of the
audit or review of the financial  statements  for the years ended March 31, 2004
and 2005.

Tax Fees

     The aggregate fees billed for tax  compliance,  tax advice and tax planning
rendered by our  independent  auditors  for the fiscal year ended March 31, 2004
was $1,000 and March 31, 2003 was $1,000.  The  services  comprising  these fees
include the preparation of corporate tax returns.

All Other Fees

     Other than referred to above,  there were no aggregate  fees billed for any
other professional  services rendered by our independent auditors for the fiscal
year ended March 31, 2004 or 2003.

     The  audit  committee  approved  100% of the  fees  paid  to the  principal
accountant  for  audit-related,  tax and other fees in the fiscal year 2004. The
audit  committee  pre-approves  all  non-audit  services to be  performed by the
auditor in  accordance  with the audit  committee  Charter.  There were no hours
expended  on the  principal  accountant's  engagement  to  audit  the  Company's
financial  statements  for the most recent  fiscal year that were  attributed to
work  performed  by persons  other than the  principal  accountant's  full-time,
permanent employees.

Item 16D.  Exemptions from the Listing Standards for Audit Committees

     Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     None.

                                       40
<PAGE>

                                    Part III

Item 17.  Financial Statements

     The following Financial  Statements  pertaining to the Company are filed as
part of this annual report:

         Auditors Report..............................................43
         Balance Sheets...............................................44
         Statements of Operations and Deficit.........................45
         Statements of Cash Flows.....................................46
         Notes to Financial Statements................................47 thru 62

Item 18.  Financial Statements

     See  Item 17.

Item 19.  Exhibits

     Exhibit Number             Name
     -------------              ----

         1.2.       Articles of Levon Resources Ltd*

         12.1       Certification of the Principal  Executive  Officer under the
                    Sarbanes-Oxley Act.

         12.2       Certification of the Principal  Financial  Officer under the
                    Sarbanes-Oxley Act.

         13.1       Certificate under section 906 Principal Executive Officer

         13.2       Certificate under section 906 Principal Financial Officer


                                       41
<PAGE>

                                                                 SmytheRatcliffe
                                                           Chartered Accountants




LEVON RESOURCES LTD.

Consolidated Financial Statements
March 31, 2004
(Canadian Dollars)








INDEX                                                              Page
-----                                                              ----

Auditors' Report to the Shareholders                                43

Consolidated Financial Statements

Consolidated Balance Sheets                                         44

Consolidated Statements of Income and Deficit                       45

Consolidated Statements of Cash Flows                               46

Notes to Consolidated Financial Statements                          46-62








                                                   A member of PKF International




                                       42
<PAGE>

                                                             SmthyeRatcliffe.com
                                                      7th Floor, Marine Building
                                                               355 Burard Street
                                                         Vancouver, B.C. V6C 2G8

                                                                 SmthyeRatclifee
                                                           Chartered Accountants

                                                         facsimile: 604.688.4675
                                                         telephone: 604.687.1231



                                AUDITORS' REPORT

TO THE SHAREHOLDERS OF LEVON RESOURCES LTD.

We have audited the  consolidated  balance sheets of Levon  Resources Ltd. as at
March 31, 2004 and 2003 and the  consolidated  statements  of income and deficit
and cash flows for each of the years in the three year  period  ended  March 31,
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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in Canada.  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.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as at March 31, 2004
and 2003 and the  results of its  operations  and the cash flows for each of the
years in the three year period ended March 31, 2004 in accordance  with Canadian
generally accepted accounting principles.


"Smythe Ratcliffe"

Chartered Accountants

Vancouver, British Columbia
August 5, 2004


                                                   A Member of PKF International


                                       43
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>


LEVON RESOURCES LTD.
Consolidated Balance Sheets
March 31
(Canadian Dollars)

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

Assets

Current
 Cash                                                                                 $264,064             $109,342
 Accounts Receivable                                                                    10,065                2,269
 Investments (note 4)                                                                    6,452                6,452
--------------------------------------------------------------------------------------------------------------------
                                                                                       280,581              118,063
Security Deposits (note 6)                                                              53,469               54,251
Investment in and Expenditures on Resource
  Properties (notes 5 and 7)                                                            46,236                    6
Property and Equipment  (note 8)                                                        12,806               11,762
--------------------------------------------------------------------------------------------------------------------

                                                                                      $393,092             $184,082
--------------------------------------------------------------------------------------------------------------------

Liabilities

Current
  Accounts payable and accrued liabilities                                             $71,720             $285,834

Long-Term Debt (note 9)                                                                161,253                    0
--------------------------------------------------------------------------------------------------------------------
                                                                                       232,973              285,834
--------------------------------------------------------------------------------------------------------------------

Shareholders' Equity

Capital Stock (note 10)                                                             20,326,919           20,027,819
Subscription Receivable (note 10(c))                                                         0            (142,500)
Deficit                                                                           (20,166,800)         (19,987,071)
--------------------------------------------------------------------------------------------------------------------
                                                                                       160,119            (101,752)
--------------------------------------------------------------------------------------------------------------------

                                                                                      $393,092             $184,082
--------------------------------------------------------------------------------------------------------------------

Commitment (note 14)

Approved on behalf of the Board:

"Louis Wolfin"
..................................Director
Louis Wolfin

"Andrea Regnier"
..................................Director
Andrea Regnier


See notes to consolidated financial statements.
</TABLE>

                                       44
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>     <C>

LEVON RESOURCES LTD.
Consolidated Statements of Income and Deficit
Years Ended March 31, 2004, 2003 and 2002
(Canadian Dollars)

--------------------------------------------------------------------------------------------------------------------
                                                                   2004                  2003                  2002
--------------------------------------------------------------------------------------------------------------------

Interest Income                                                    $104                  $725                  $811
--------------------------------------------------------------------------------------------------------------------

Expenses
 Professional and consulting
   fees                                                          84,268                43,259                51,002
 Administrative services                                         33,070                34,838                13,949
 Shareholder relations,
   promotion and compliance                                      36,262                30,891                14,176
 Office, occupancy and
   miscellaneous                                                 14,787                 9,403                28,502
 Travel and automotive                                            4,938                 1,975                 2,628
 Bad debt                                                             0                     0                 2,906
--------------------------------------------------------------------------------------------------------------------

                                                                173,325               120,366               113,163
--------------------------------------------------------------------------------------------------------------------

Loss Before Other Items                                       (173,221)             (119,641)             (112,352)
--------------------------------------------------------------------------------------------------------------------

Other Items
  Write-down of investment
    in and expenditures on
    resource properties                                         (6,508)              (10,363)             (776,140)
  Write-down of investments                                           0               (1,960)                     0
  Write-down of mill equipment                                        0                     0              (10,000)
--------------------------------------------------------------------------------------------------------------------

                                                                (6,508)              (12,323)             (786,140)
--------------------------------------------------------------------------------------------------------------------

Net Loss for Year                                             (179,729)             (131,964)             (898,492)
Deficit, Beginning of Year                                 (19,987,071)          (19,855,107)          (18,956,615)
--------------------------------------------------------------------------------------------------------------------

Deficit, End of Year                                      $(20,166,800)         $(19,987,071)         $(19,855,107)
--------------------------------------------------------------------------------------------------------------------

Loss Per Share                                                 $ (0.01)              $ (0.01)              $ (0.06)
--------------------------------------------------------------------------------------------------------------------

Weighted Average Number
  of Shares Outstanding                                      18,084,784            14,551,108            14,389,508
--------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       45
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>

LEVON RESOURCES LTD.
Consolidated Statements of Cash Flows
Years Ended March 31, 2004, 2003 and 2002
(Canadian Dollars)

--------------------------------------------------------------------------------------------------------------------
                                                                            2004             2003              2002
--------------------------------------------------------------------------------------------------------------------
Operating Activities
  Net loss                                                            $(179,729)       $(131,964)        $(898,492)
  Items not involving cash
      Write-down of investment in and expenditures on
        resource properties                                                6,508           10,363           776,140
      Write-down of investments                                                0            1,960                 0
      Write-down of mill equipment                                             0                0            10,000
      Amortization                                                         1,463            1,040               959
--------------------------------------------------------------------------------------------------------------------
Operating Cash Outflow                                                 (171,758)        (118,601)         (111,393)
--------------------------------------------------------------------------------------------------------------------

Changes in Non-Cash Working Capital
  Accounts receivable                                                    (7,796)            4,753            15,889
  Accounts payable and accrued
    liabilities                                                        (214,114)           73,424           139,791
--------------------------------------------------------------------------------------------------------------------
                                                                       (221,910)           78,177           155,680
--------------------------------------------------------------------------------------------------------------------

Cash Provided by (Used in) Operating Activities                        (393,668)         (40,424)            44,287
--------------------------------------------------------------------------------------------------------------------

Investing Activities
  Investment in and expenditures on resource
     properties, net of proceeds                                        (52,738)         (10,363)          (41,831)
  Acquisition of property and equipment                                  (2,507)          (1,391)                 0
  Security deposits refunded (advanced)                                      782              632              (90)
--------------------------------------------------------------------------------------------------------------------
Cash Used in Investing Activities                                       (54,463)         (11,122)          (41,921)
--------------------------------------------------------------------------------------------------------------------

Financing Activities
  Proceeds from long-term debt                                           161,253                0                 0
  Issuance of shares - for cash, net of costs                            441,600          157,500                 0
--------------------------------------------------------------------------------------------------------------------
Cash Provided by Financing Activities                                    602,853          157,500                 0
--------------------------------------------------------------------------------------------------------------------

Inflow of Cash                                                           154,722          105,954             2,366
Cash, Beginning of Year                                                  109,342            3,388             1,022
--------------------------------------------------------------------------------------------------------------------

Cash, End of Year                                                       $264,064         $109,342            $3,388
--------------------------------------------------------------------------------------------------------------------

Supplemental Cash Flow Information
  Shares issued as finders' fee                                          $14,555           $2,500                $0
  Acquisition of mineral properties for
    common shares                                                             $0               $0                $0
  Shares issued for settlement of debt                                        $0               $0                $0
  Income tax paid                                                             $0               $0                $0
  Interest paid                                                               $0               $0                $0
--------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements.

</TABLE>

                                       46
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

1.   NATURE OF OPERATIONS AND BASIS OF PRESENTATION

     Levon  Resources Ltd. (the  "Company") was  incorporated  under the laws of
     British  Columbia  on April 9,  1965.  It is an  exploration  stage  public
     company  whose  principal  business  activity  is the  exploration  for and
     development of natural resource  properties.  There has been no significant
     revenues generated from these activities to date.

     These  consolidated  financial  statements  include  the  accounts of Levon
     Resources Ltd. and its  wholly-owned  subsidiary,  Levon  Resources Inc. (a
     United  States  Corporation).  All  significant  intercompany  balances and
     transactions have been eliminated.

     These  consolidated  financial  statements are prepared in accordance  with
     Canadian  generally accepted  accounting  principles and all figures are in
     Canadian  dollars unless  otherwise  stated.  Canadian  generally  accepted
     accounting principles differ in certain respects from accounting principles
     generally  accepted  in the  United  States  of  America.  The  significant
     differences  and the  approximate  related  effects  on these  consolidated
     financial statements are set forth in note 13.

2.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Investments

          Investments  are recorded at the lower of their written down value and
          market value.

     (b)  Investment in and expenditures on resource properties

          Acquisition costs of resource properties,  rights and options together
          with  direct  exploration  and  development  expenditures  thereon are
          deferred  in  the  accounts  on  a  property-by-property   basis.  The
          expenditures related to a property from which there is production will
          be  amortized  using  the  unit-of-production  method  based  upon the
          estimated  proven  reserves.  When there is little prospect of further
          work on a property being carried out by the Company, the costs of that
          property are charged to operations.

     (c)  Amortization

          Amorization  is  calculated  on the  declining  balance  basis  at the
          following annual rates:

                         Buildings                          -       5%
                         Furniture and equipment            -      20%
                         Automobiles                        -      30%


                                       47
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (d)  Foreign currency translation

          Amounts  recorded in foreign  currency are  translated  into  Canadian
          dollars as follows:

          (i)  Monetary  assets  and  liabilities,  at the rate of  exchange  in
               effect as at the balance sheet date;

          (ii) Non-monetary   assets  and  liabilities  at  the  exchange  rates
               prevailing  at the  time  of the  acquisition  of the  assets  or
               assumption of the liabilities; and,

          (iii) Revenues  and   expenses   (excluding   amortization   which  is
               translated at the same rate as the related asset), at the average
               rate of exchange for the year.

          Gains and losses arising from this translation of foreign currency are
          included in net loss for the year.

     (e)  Income taxes

          Income  taxes  are  calculated  using  the  liability  method  of  tax
          accounting.  Temporary differences arising from the difference between
          the tax basis of an asset or liability and its carrying  amount on the
          balance  sheet  are used to  calculate  future  income  tax  assets or
          liabilities.  Future income tax assets or  liabilities  are calculated
          using tax rates anticipated to apply in the periods that the temporary
          differences are expected to reverse. A valuation allowance is provided
          to  reduce  the asset to the net  amount  management  estimates  to be
          reasonable to carry as a future income tax asset.

     (f)  Loss per share

          Loss per share  computations  are based on the weighted average number
          of common shares  outstanding  during the year. Diluted loss per share
          has not been presented separately as the outstanding stock options and
          warrants are anti-dilutive.

     (g)  Use of estimates

          The  preparation of financial  statements in conformity  with Canadian
          generally accepted  accounting  principles requires management to make
          estimates and  assumptions  that affect the reported  amount of assets
          and liabilities  and disclosures of contingent  assets and liabilities
          at the date of the financial  statements,  and the reported amounts of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those  estimates and would impact future  results of
          operations and cash flows.

                                       48
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (h)  Stock-based compensation

          As  permitted  by  the  CICA  Handbook   Section  3870,   "Stock-based
          Compensation  and Other  Stock-based  Payments",  the Company opted to
          apply the settlement  method of accounting for employee stock options.
          Under the settlement  method,  no compensation  expense is recorded on
          the  grant  of  stock  options  to  employees.   Options   granted  to
          non-employees are to be accounted for using the fair value method.

          In December 2003, the CICA amended Section 3870 to require entities to
          account for employee and  non-employee  stock  options  using the fair
          value-based  method,   beginning  January  1,  2004.  Under  the  fair
          value-based method, compensation cost of a stock option is measured at
          fair  value at the  date of  grant  and is  expensed  over  the  stock
          option's vesting period, with a corresponding  increase to contributed
          surplus.  When  these  stock  options  are  exercised,  the  proceeds,
          together with the amount recorded in contributed surplus, are recorded
          in capital stock.

          In  accordance  with one of the  transitional  alternatives  permitted
          under amended Section 3870, the Company has prospectively  adopted the
          fair  value-based  method of all employee stock options  granted on or
          after April 1, 2003.

3.   FINANCIAL INSTRUMENTS

     (i)  Fair value

          The carrying value of cash, accounts receivable, security deposits and
          accounts payable and accrued liabilities  approximate their fair value
          because of the short  maturity  of these  financial  instruments.  The
          Company   estimates   that  the  fair  value  of  the  long-term  debt
          approximates the carrying value at March 31, 2004.

          The fair value of  investments  as  determined by  approximate  quoted
          market values, are disclosed in note 5.

     (ii) Interest rate risk

          The Company is not exposed to  significant  interest  rate risk due to
          the  short-term  maturity of its monetary  current  assets and current
          liabilities.

     (iii) Credit risk

          The Company's financial assets that are exposed to credit risk consist
          primarily of cash, security deposits and accounts receivable. Cash and
          security  deposits  are placed  with well  capitalized,  high  quality
          financial institutions.

     (iv) Translation risk

          The Company is exposed to foreign currency  fluctuations to the extent
          expenditures  incurred by the Company are not  denominated in Canadian
          dollars.


                                       49
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>

4.   INVESTMENTS

     -----------------------------------------------------------------------------------------------------------
                                                                      2004                       2003
     -----------------------------------------------------------------------------------------------------------
                                                              Number                      Number
                                                            of Shares      Amount       of Shares      Amount
     -----------------------------------------------------------------------------------------------------------

     Mill Bay Ventures Inc.
        (market $8,816 (2003 - $4,897))                         48,978         $4,897       48,978        $4,897
     Avino Silver & Gold Mines Ltd.
        (market $8,484 (2003 - $1,680)                           4,200          1,554        4,200         1,554
     Omega Equities Corp.,
        at nominal value                                        57,000              1       57,000             1
     -----------------------------------------------------------------------------------------------------------

                                                               110,178         $6,452      110,178        $6,452
     -----------------------------------------------------------------------------------------------------------
</TABLE>

     The Company, Avino Silver & Gold Mines Ltd. and Mill Bay Ventures Inc. have
     common directors.

5.   REALIZATION OF ASSETS

     The  investment  in and  expenditures  on  resource  properties  comprise a
     significant  portion of the Company's assets.  Realization of the Company's
     investment  in these assets is dependent  upon the  establishment  of legal
     ownership,  the attainment of successful  production from the properties or
     from the proceeds of their disposal.

6.   SECURITY DEPOSITS

     The  security  deposits are held by the  Company's  banks as a condition of
     various reclamation permits.


                                       50
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>  <C>    <C>

7.   INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES

     -------------------------------------------------------------------------------------------------------------------------------
                                                         Gold                                    Norma
                                         Congress        Bridge         Eagle          Ruf       Sass         Wayside          Total
     -------------------------------------------------------------------------------------------------------------------------------
                                       (note 7(a))   (note 7(b))    (note 7(c))   (note 7(d))   (note 7(d))   (note 7(e))

     Opening balance,  March 31, 2001     $23,060       $91,711        $232,171     $134,433     $215,861      $37,080      $734,316
     Deferred exploration costs
       Assessments and property tax         6,500        26,469           3,821            0            0        5,040        41,830
     -------------------------------------------------------------------------------------------------------------------------------
                                           29,560       118,180         235,992      134,433      215,861       42,120       776,146

     Write-down to nominal value         (29,559)     (118,179)       (235,991)    (134,432)    (215,860)     (42,119)     (776,140)
     -------------------------------------------------------------------------------------------------------------------------------

     Balance, March 31, 2002                    1             1               1            1            1            1             6
     Deferred exploration costs
       Assessments and property tax         5,678             0           4,685            0            0            0        10,363
     -------------------------------------------------------------------------------------------------------------------------------

                                            5,679             1           4,686            1            1            1        10,369
     Write-down to nominal value          (5,678)             0         (4,685)            0            0            0      (10,363)
     -------------------------------------------------------------------------------------------------------------------------------
     Balance, March 31, 2003                   1              1               1            1            1            1             6
     Deferred exploration costs
       Assessments and property tax        2,292              0           4,216            0            0            0         6,508
       Drilling program                       0          46,230               0            0            0            0        46,230
    --------------------------------------------------------------------------------------------------------------------------------

                                           2,293         46,231           4,217            1            1            1        52,744
    Write-down to nominal value          (2,292)              0         (4,216)            0            0            0       (6,508)
    --------------------------------------------------------------------------------------------------------------------------------

    Balance, March 31, 2004                   $1        $46,231              $1           $1           $1            $1      $46,236
    --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       51
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

7.   INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES

     (a)  Congress Claims

          The Company owns a 50% leasehold interest in 45 claims in the Lillooet
          Mining Division,  British Columbia.  The mineral claims were purchased
          from a company with common directors.

          The Congress  Claims are subject to a Joint  Venture  Agreement  dated
          February  25, 1983  between the  Company  and Veronex  Resources  Ltd.
          ("Veronex").  Veronex has earned a 50% net interest in the claims, net
          of a 5%  net  smelter  royalty  held  by  the  Company,  by  expending
          $1,000,000  in a prior year.  All  subsequent  expenditures  are to be
          contributed equally by the Company and Veronex.  During the year ended
          March 31, 2002, the Company wrote-down the expenditures related to the
          claims resulting in a charge of $29,559 to operations. During the year
          ended March 31, 2004,  the Company  wrote-off  expenditures  of $2,293
          (2003 - $5,678)  related to these claims,  which were paid to maintain
          the property in good  standing.  The claims remain in good standing to
          December  2004.  The  Company  is  in  the  process  of  beginning  an
          exploration program on this property.

     (b)  Gold Bridge Claims

          The Company owns 74 mineral  claims in the Gold Bridge area,  Lillooet
          Mining  Division,  British  Columbia.  During  the  year  ended  March
          31,2002, the Company wrote-down the expenditures related to the claims
          resulting in a charge of $118,179 to operations.  The claims remain in
          good standing until December 2004.

          During the year ended  March 31,  2003,  the Company  entered  into an
          option  agreement  whereby  Mill Bay Ventures  Inc.  ("Mill  Bay"),  a
          company  related by common  directors,  could acquire an undivided 50%
          interest in the Gold Bridge claims upon completion of the following:

          (i)  Incurring $100,000 of expenditures on the property,  and issuance
               of 100,000  common shares of Mill Bay to the Company on or before
               December 17, 2003;

          (ii) Incurring an additional $100,000 of expenditures on the property,
               and issuance of another  100,000 common shares of Mill Bay to the
               Company on or before December 17, 2004; and

          (iii) Incurring  an  additional   $100,000  of   expenditures  on  the
               property,  and issuance of another  100,000 common shares of Mill
               Bay to the Company on or before December 17, 2005.

          During the year ended March 31, 2004, the option agreement was amended
          such that the $100,000 and the 100,000  common shares due on or before
          December 17, 2003 be deferred until  December 17, 2004.  Subsequent to
          March  31,  2004,   Mill  Bay   incurred   all  required   exploration
          expenditures  to earn the 50%  interest in the Gold  Bridge  claims as
          required  under the  agreement.  The Company has not yet  received any
          common shares of Mill Bay.

                                       52
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

7.   INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES (Continued)

     (c)  Eagle Claims

          The Company holds a 50% interest in 26 lode mining  claims  located in
          Lander  County,  Nevada.  The claims are  subject to a 3% net  smelter
          return  royalty.  During the year ended  March 31,  2002,  the Company
          wrote-down  the  expenditures  related to the claims,  resulting  in a
          charge to  operations  of  $235,991.  During the year ended  March 31,
          2004,  the Company  wrote-off  expenditures  of $4,216 (2003 - $4,685)
          related to these  claims,  which was paid to maintain  the property in
          good standing.  The Company has no current plan to further  explore or
          incur additional expenditures on this property.

     (d)  Ruf and Norma Sass Properties

          In September  1995, the Company  entered into option  agreements  with
          Coral  Gold Corp.  ("Coral"),  a company  with  common  directors,  to
          acquire a 50% interest in 54 mineral  claims located in Lander County,
          Nevada known as the Ruf and Norma Sass properties  (the  "Agreement").
          Under the terms of the  Agreement,  the Company  paid $50,000 U.S. and
          issued  100,000 common  shares.  In order to exercise the option,  the
          Company was required to incur minimum expenditures of $400,000 U.S. in
          exploration  expenditures  on the  property on or before  December 31,
          2000, and issue a further 300,000 common shares.

          The  Agreement  was subject to an Option  Agreement  between Coral and
          Amax Gold Inc., or their  successors,  dated May 16, 1995 whereby Amax
          could purchase up to a 61% interest in the properties (the "Option").

          In 1997, Amax assigned the Option to Placer Dome U.S. Inc.  ("Placer")
          and on July 11, 1997,  Placer  exercised the Option and received a 61%
          interest in the property.  As a result,  the Company and Coral entered
          into a First  Amending  Agreement to provide for cash payments in lieu
          of exploration expenditures.

          In February 2000, the Company and Coral further amended the Agreement,
          whereby the option was reduced  from a 19.5% to a 15%  interest in the
          property.

          On December 31, 2000,  Coral's  Agreement with Placer was  terminated,
          leading to the automatic  termination of all Amending  Agreements with
          the Company.

          Effective  December  31,  2000,  the Company and Coral  entered into a
          Fourth Amending  Agreement  whereby the Company  received an option to
          earn an  undivided  19.5%  interest  in the  property  pursuant to the
          following terms:

          (i)  incur  $251,140  of  expenditures  on the  property  on or before
               December 31, 2002; and

          (ii) issue 100,000  common shares upon the  acceptance by the exchange
               of an  independent  technical  report  on  the  exploration  work
               carried out on the property.

          During the year ended March 31, 2002,  the Fourth  Amending  Agreement
          expired and, as such,  the Company  failed to earn an undivided  19.5%
          interest in the  property.  The Company  wrote-down  the  expenditures
          related to the claims resulting in a charge to operations of $350,292.

                                       53
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

7.   INVESTMENT IN AND EXPENDITURES ON RESOURCE PROPERTIES (Continued)

     (d)  Ruf and Norma Sass Properties (Continued)

          During the year-ended  March 31, 2003, the Company received from Coral
          an undivided  one-third  interest in the Ruf and Norma Sass properties
          in  recognition  of the prior year payments by the Company to Coral of
          $350,292  and the  prior  year  issuances  of  300,000  shares  of the
          Company.  The Company has no current plan to further  explore or incur
          additional expenditures on this property.

     (e)  Wayside Claims

          The Company owns 24 mineral  claims in the Lillooet  Mining  Division,
          British  Columbia.  During the year ended March 31, 2002,  the Company
          wrote-down  the  expenditures  related  to the claims  resulting  in a
          charge to  operations  of $42,119.  The claims remain in good standing
          until  December  2004.  The  Company  has no  current  plan to further
          explore or incur additional expenditures on this property.

8.   PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>   <C>

         -----------------------------------------------------------------------------------------------------------
                                               2004                                       2003
         -----------------------------------------------------------------------------------------------------------
                                            Accumulated                                Accumulated
                                Cost        Amortization       Net          Cost      Amortization        Net
         -----------------------------------------------------------------------------------------------------------

         Buildings                 $21,484         $12,479       $9,005       $21,484        $11,991         $9,493
         Furniture and
          equipment                 27,804          24,153        3,651        25,297         23,247          2,050
         Automobiles                51,615          51,465          150        51,615         51,396            219
         -----------------------------------------------------------------------------------------------------------

                                  $100,903         $88,097      $12,806       $98,396        $86,634        $11,762
         -----------------------------------------------------------------------------------------------------------

</TABLE>

                                       54
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

9.   LONG-TERM DEBT

     Long-term debt  represents  amounts due to companies with common  directors
     without interest and deferred repayment until July 1, 2005.

10.  CAPITAL STOCK AND DEFICIT

     (a)  Authorized 100,000,000 common shares without par value

     (b)  Issued

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>

          --------------------------------------------------------------------------------------------------
                                                               Shares             Amount          (Deficit)
          --------------------------------------------------------------------------------------------------
          Balance, March 31, 2002                          14,389,508        $19,727,819      $(19,855,107)
          Share issuance
            For cash at $0.10 (note 10(c))                  3,000,000            302,500                  0
            Share issue costs (note 10(c))                     25,000            (2,500)                  0
          2003 net loss                                             0                  0          (131,964)
          --------------------------------------------------------------------------------------------------
          Balance, March 31, 2003                          17,414,508         20,027,819       (19,987,071)
            Share issuance
            For cash at $0.10 (note 10(c))                  3,000,000            313,655                  0
            Share issue costs (note 10(c))                    136,550           (14,555)                  0
          2004 net loss                                             0                  0          (173,221)
          --------------------------------------------------------------------------------------------------
          Balance, March 31, 2004                          20,551,058        $20,326,919      $(20,160,292)
          --------------------------------------------------------------------------------------------------
</TABLE>

     (c)  Private placements

          During  the year ended  March 31,  2003,  the  Company  completed  two
          separate  non-brokered  private placements.  The issues consisted of a
          total  of  3,000,000  units at a price  of  $0.10  per unit for  gross
          proceeds of  $302,500.  A finder's fee of 25,000 units was included as
          part of the private placement.  Each unit consists of one common share
          and one  non-transferable  share purchase warrant entitling the holder
          to purchase one additional  common share of the Company at $0.12 for a
          two year period. Of the above warrants,  1,005,000 expire on March 14,
          2005,  and the  remaining  2,020,000  expire  on March  10,  2005.  In
          connection with these private  placements,  $142,500 was receivable at
          March 31, 2003. The shares related to the funds receivable were issued
          and held by the trust  Company  until the funds were  received  by the
          Company during the year ended March 31, 2004

          During  the year ended  March 31,  2004,  the  Company  completed  one
          non-brokered  private  placement.  The issue  consisted  of a total of
          3,000,000  units at a price of $0.10  per unit for gross  proceeds  of
          $300,000.  A finder's fee of 136,550 units was included as part of the
          private  placement.  Each unit  consists  of one common  share and one
          non-transferable  share  purchase  warrant  entitling  the  holder  to
          purchase one additional common share of the Company at $0.12 for a one
          year period,  expiring  January 13,  2005.  50% of the  placement  was
          designated flow through shares for income tax purposes.

          Subsequent to March 31, 2004,  another private  placement of 5,000,000
          units was  announced  for which  $429,250  had been  collected  at the
          auditor's report date.


                                       55
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

10.  CAPITAL STOCK AND DEFICIT (Continued)

     (d)  Stock options

          The Company  presently does not have a formal plan for the granting of
          stock  options.  Pursuant to the policies of the TSX Venture  Exchange
          ("TSX"),  the Company may grant  incentive  stock options to officers,
          directors  employees  and to persons in  consideration  for  services.
          Stock options must be  non-transferable  and the  aggregate  number of
          shares that may be  reserved  for  issuance  may not exceed 10% of the
          issued  shares  at the time of grant  and to each  individual  may not
          exceed 5% of the issued shares. The exercise price of stock options is
          determined  by the Board of  Directors  of the  Company at the time of
          grant  and may not be less  than  the  average  closing  price  of the
          Company's  shares for the ten trading days  immediately  preceding the
          day on which the option is granted and publicly announced, and may not
          be less than $0.10 per share. Options have a maximum term of ten years
          and terminate 30 days  following  the  termination  of the  optionee's
          employment,  except in the case of retirement, death or disability, in
          which case they  terminate  one year  after the event.  Vesting of the
          options is  determined  at the time of  granting of the options at the
          discretion  of the  Board of  Directors.  Once  approved  and  vested,
          options are exercisable at any time.

          The Company is in the process of drafting a formal  stock  option plan
          which is pending shareholder and regulatory approval.

          Details of the status of the  Company's  stock options as at March 31,
          2004 and 2003 and changes during the years then ended are as follows:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>

          --------------------------------------------------------------------------------------------------
                                                           2004                        2003
          --------------------------------------------------------------------------------------------------
                                                               Exercise                      Exercise
                                                     Shares      Price          Shares         Price
          --------------------------------------------------------------------------------------------------
          Options
            outstanding  ,and
            exercisable,
            beginning of year                         760,000   $ 0.22         810,000    $ 0.10 - $ 0.22
          Cancelled                                 (760,000)   $ 0.22        (50,000)          0.10
          --------------------------------------------------------------------------------------------------
          Options  outstanding and
            exercisable,
            end of year                                     0   $ 0.00        760,000           $ 0.22
          --------------------------------------------------------------------------------------------------


          Share purchase options  outstanding and exercisable at March 31 are as
          follows:

          --------------------------------------------------------------------------------------------------
                                                                                       Number of Shares
          Expiry Date                                     Exercise Price             2004              2003
          --------------------------------------------------------------------------------------------------

          April 21, 2003                                      $ 0.22                    0           760,000
          --------------------------------------------------------------------------------------------------
</TABLE>


                                       56
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

10.  CAPITAL STOCK AND DEFICIT (Continued)

     (e)  Share purchase warrants

          The following share purchase warrants were outstanding at March 31:

          ----------------------------------------------------------------------
                                   Exercise        Number of Shares
          Expiry Date              Price             2004                2003
          ----------------------------------------------------------------------

          January 13, 2005         $ 0.12          3,136,550                 0
          March 10, 2005           $ 0.12          2,020,000         2,020,000
          March 14, 2005           $ 0.12          1,005,000         1,005,000
          ----------------------------------------------------------------------

11.  RELATED PARTY TRANSACTIONS

     (a)  Accounts  payable and long-term debt includes $56,216 (2003 - $65,389)
          due to a company with common directors, $115,119 (2003 - $103,333) due
          to a company with common  management  and $46,135 (2003 - $98,605) due
          to a company controlled by a director.

     (b)  Accounts receivable includes $1,047 (2003 - $1,047) due from a company
          with common management.

     (c)  During  the  year  $78,655  (2002 -  $29,027)  was  charged  by  Oniva
          International Services Corporation,  a company with common management,
          for  office,  occupancy  and  miscellaneous  costs  and  salaries  and
          administrative services paid on behalf of the Company.

     (d)  During the year,  the Company was  charged  $2,635  (2003 - $5,678) by
          Oniva  International  Services  Corporation,  a  company  with  common
          management,  and $3,067 (2003 - $3,857) by Coral Gold  Corporation,  a
          company with common directors,  for exploration  expenditures incurred
          on behalf of the Company.

     (e)  During the year, the Company was charged consulting fees of $0 (2003 -
          $22,500) and miscellaneous and administration  fees of $10,500 (2003 -
          $21,375) by companies controlled by directors.

                                       57
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

12.  INCOME TAXES

     The  components of income taxes are as follows:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>

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

         Future income taxes
             Non-capital loss carry-forwards for Canadian purposes                 $1,022,000              $958,000
             Excess of  undepreciated  capital  cost over net book value
             of fixed assets                                                          353,600               472,000
             Exploration expenditures for Canadian purposes
               Unused earned depletion base                                           675,000               675,000
               Unused cumulative Canadian exploration expenses                      2,768,000             2,918,000
               Unused cumulative Canadian development expenses                      2,179,000             2,172,000
               Unused  cumulative  foreign  exploration  and development
               expenses                                                               707,000               707,000
         ---------------------------------------------------------------- -------------------- ---------------------

                                                                                    7,704,600             7,902,000
             Approximate Canadian tax rate                                                38%                   38%
         ---------------------------------------------------------------- -------------------- ---------------------

                                                                                    2,927,748             3,003,000
             Non-capital loss  carry-forwards for United States purposes
             at a rate of 35%                                                       1,427,500             1,597,900
         ---------------------------------------------------------------- -------------------- ---------------------

                                                                                    4,355,248             4,600,900
             Less:  Valuation allowance                                           (4,355,248)           (4,600,900)
         ---------------------------------------------------------------- -------------------- ---------------------

                                                                                           $0                    $0
         ---------------------------------------------------------------- -------------------- ---------------------

</TABLE>


     The  valuation  allowance  reflects  the  Company's  estimate  that the tax
     assets, more likely than not, will not be realized.

     During the year,  the Company  renounced a total of $150,000 of  qualifying
     Canadian  expenditures  pursuant  to the  issuance  of  flow-through  share
     subscription agreements. To date, the Company has announced expenditures of
     a total of $150,000.

                                       58
<PAGE>


LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

12.  INCOME TAXES (Continued)

     The non-capital losses which may be carried forward to apply against future
     years' income for Canadian income tax purposes will expire as follows:

     -------------------------------------------------- ------------------------
     Available to                                               Amount
     -------------------------------------------------- ------------------------
         2005                                                  $184,000
         2006                                                   185,000
         2007                                                   121,000
         2008                                                   129,000
         2009                                                   111,000
         2010                                                   118,000
         2011                                                   174,000
     -------------------------------------------------- ------------------------

                                                             $1,022,000
     -------------------------------------------------- ------------------------

     The net  operating  losses  which may be carried  forward to apply  against
     future  years'  income for United States income tax purposes will expire as
     follows:

     -------------------------------------------------- ------------------------
         Available to                                       Canadian Dollars
     -------------------------------------------------- ------------------------

         2004                                                   $587,000
         2005                                                  1,053,000
         2006                                                    194,700
         2007                                                    187,000
         2008                                                  1,150,000
         2009                                                    116,700
         2010                                                     26,900
         2011                                                     35,800
         2017                                                    227,200
         2018                                                    272,200
         2019                                                     86,500
         2020                                                     30,000
         2021                                                     98,700
         2022                                                     11,900
         2023                                                        800
         2024                                                         15
     -------------------------------------------------- ------------------------

                                                              $4,078,415
     -------------------------------------------------- ------------------------

                                       59
<PAGE>


LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

13.  DIFFERENCES   BETWEEN  CANADIAN  AND  UNITED  STATES   GENERALLY   ACCEPTED
     ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP)

     (a)  U.S. accounting pronouncements

          In December 2002,  FASB issued SFAS 148,  "Accounting  for Stock-Based
          Compensation - Transition and  Disclosure,  an amendment to SFAS 123".
          SFAS 148 provides two additional  transition methods for entities that
          adopt  the   preferable   method   of   accounting   for   stock-based
          compensation. Further, the statement requires disclosure of comparable
          information for all companies  regardless of whether,  when, or how an
          entity adopts the preferable,  fair value method of accounting.  These
          disclosures  are now required  for interim  periods in addition to the
          traditional  annual  disclosure.  The  amendment  to SFAS  123,  which
          provides for additional  methods,  are effective for periods beginning
          after December 15, 2002,  although  earlier  application is permitted.
          The  amendments  to  the  disclosure  requirements  are  required  for
          financial  reports  containing   condensed  financial  statements  for
          interim periods beginning after December 15, 2002.

          In April 2003,  the FASB issued SFAS 149,  "Amendment of Statement No.
          133 on Derivative Instruments and Hedging Activities". SFAS 149 amends
          certain  portions  of SFAS  133  and is  effective  for all  contracts
          entered into or modified  after June 30, 2003 on a prospective  basis.
          SFAS 149 is not  expected to have a material  effect on the results of
          operations  or  financial  position  of the  Company  as  the  Company
          presently has no derivatives or hedging contracts.

          In June,  2003, the FASB approved SFAS No. 150 "Accounting for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity."  SFAS  150  establishes  new  standards  for  how  an  issuer
          classifies   and   measures   certain   financial   instruments   with
          characteristics of both liabilities and equity.  SFAS 150 is effective
          for financial instruments entered into or modified after May 31, 2003,
          and  otherwise  is effective  at the  beginning  of the first  interim
          period  beginning after June 15, 2003. SFAS 150 did not have an effect
          on the Company's financial position.

     (b)  Resource properties

          The acquisition in prior years of certain mining claims located in the
          Lillooet Mining Division,  British  Columbia  acquired from a director
          and  the  acquisition  of the  Congress  5% net  smelter  return  from
          companies  with common  directors  are accounted for at cost being the
          market value of the shares issued as  consideration.  Under U.S. GAAP,
          these  acquisitions  would have been  recorded at the  Directors'  and
          related companies'  original cost. If these financial  statements were
          prepared in accordance  with U.S. GAAP,  capital stock would be stated
          at $1,696,550 less than what it is recorded at for Canadian GAAP.

          Under Canadian GAAP,  exploration  and  development  expenditures  are
          capitalized   (note  3(b)).   Under  U.S.  GAAP  all  exploration  and
          development expenditures are charged to expenses when incurred.

     (c)  Marketable securities

          Under Canadian GAAP,  marketable  securities are state at the lower of
          cost written down value and market  value.  If these  statements  were
          prepared in accordance with U.S. GAAP, these would have been stated at
          market value.

                                       60
<PAGE>

LEVON RESOURCES LTD.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

13.  DIFFERENCES   BETWEEN  CANADIAN  AND  UNITED  STATES   GENERALLY   ACCEPTED
     ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (Continued)

     (d)  Reconciliation of total assets,  liabilities and shareholders'  equity
          at March 31:
<TABLE>
<CAPTION>
<S>                     <C>                                     <C>                <C>                <C>

          --------------------------------------------------------------------------------------------------
                                                               2004               2003                2002
          --------------------------------------------------------------------------------------------------

          Total assets for Canadian GAAP                    $399,600           $184,082             $85,122
          Adjustments to U.S. GAAP
            Marketable securities                             10,849                126                 126
            Capitalized mineral expenditures                (52,744)                (6)                 (6)
          --------------------------------------------------------------------------------------------------

          Total assets for U.S GAAP                         $357,705           $184,202             $85,242
          --------------------------------------------------------------------------------------------------

          Total liabilities for Canadian GAAP               $232,973           $285,834            $212,410
          Adjustments to U.S. GAAP                                 0                  0                   0
          --------------------------------------------------------------------------------------------------

          Total liabilities  for U.S. GAAP                  $232,973           $285,834            $212,410
          --------------------------------------------------------------------------------------------------

          Total capital stock for Canadian
            GAAP                                         $20,326,919        $20,027,819         $19,727,819
          Adjustment to U.S. GAAP
            Congress adjustment (note 13(b))             (1,696,550)        (1,696,550)         (1,696,550)
          --------------------------------------------------------------------------------------------------

          Total capital stock for U.S. GAAP              $18,630,369        $18,331,269         $18,031,269
          --------------------------------------------------------------------------------------------------

          Total deficit for Canadian GAAP              $(20,160,292)      $(19,987,071)       $(19,855,107)
            Adjustments to U.S. GAAP
            Exploration adjustments                         (52,744)                (6)                 (6)
          Marketable securities adjustments                   10,849                126                 126
           Congress adjustment (note 13(b))                1,696,550          1,696,550           1,696,550
          --------------------------------------------------------------------------------------------------

          Total shareholders' deficit for U.S.
           GAAP                                        $(18,505,637)      $(18,290,401)       $(18,158,437)
          --------------------------------------------------------------------------------------------------

          Subscriptions receivable for
           Canadian and U.S. GAAP                                 $0         $(142,500)                  $0
          --------------------------------------------------------------------------------------------------

          Total liabilities, capital stock and
           Shareholders' deficit for U.S. GAAP              $357,705           $184,202             $85,242
          --------------------------------------------------------------------------------------------------

</TABLE>

                                       61
<PAGE>

LEVON RESOURCES CORP.
Notes to Consolidated Financial Statements
Year Ended March 31, 2004
(Canadian Dollars)
--------------------------------------------------------------------------------

13.  DIFFERENCES   BETWEEN  CANADIAN  AND  UNITED  STATES   GENERALLY   ACCEPTED
     ACCOUNTING PRINCIPLES (CANADIAN GAAP AND U.S. GAAP) (Continued)

     (e)  Reconciliation  of loss reported in accordance  with Canadian GAAP and
          U.S. GAAP for the years ended March 31:

<TABLE>
<CAPTION>
<S>                        <C>                                       <C>            <C>            <C>
          ---------------------------------------------------- -------------- -------------- ---------------
                                                                     2004           2003            2002
          ---------------------------------------------------- -------------- -------------- ---------------

          Net loss - Canadian GAAP                                $(173,221)     $(131,964)      $(898,492)
           Adjustments decreasing (increasing) net
             loss
           Differences in fair value of marketable
             securities                                              10,723              0               0
           Exploration and development
             expenditures for year                                 (52,738)       (10,363)        (41,831)
           Write-off of resource properties                               0         10,363         776,140
          ---------------------------------------------------- -------------- -------------- ---------------

          Net loss U.S. GAAP                                       (215,236)      (131,964)       (164,183)
           Comprehensive income (loss)
           adjustments                                                    0              0               0
          ---------------------------------------------------- -------------- -------------- ---------------

          Net loss,  U.S GAAP                                    $(215,236)     $(131,964)      $(164,183)
          ---------------------------------------------------- -------------- -------------- ---------------

          Net loss per common share
           Canadian GAAP - Basic                                   $ (0.00)       $ (0.01)        $ (0.06)
          ---------------------------------------------------- -------------- -------------- ---------------

          Net loss per common share for
            U.S. GAAP                                              $ (0.00)       $ (0.01)        $ (0.01)
          ---------------------------------------------------- -------------- -------------- ---------------

          Weighted average number of shares outstanding (Canadian and
            U.S.
            GAAP)                                                 18,084,784     14,551,108      14,389,508
          ---------------------------------------------------- -------------- -------------- ---------------
</TABLE>

14.  COMMITMENT

     The  Company  entered  into  an  Accounting  and  Administrative   Services
     Consulting  Agreement with Dawn Pacific  Management Ltd., for a monthly fee
     of $1,605 for an initial term of one year ending August, 2004.


                                       62
<PAGE>

                                    SIGNATURE


     The registrant  hereby  certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized  the  undersigned
to sign this annual report on its behalf.

Dated:  January 24, 2006                Levon Resources Ltd


                                        By: /s/ Louis Wolfin
                                        ----------------------------------------
                                        Louis Wolfin, President
                                        (Chief Executive Officer)


                                       63
<PAGE>